SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Cyber-Vitamin.com
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(Name of Registrant as Specified in Its Charter)
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(Name of Person Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee
is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
CYBER-VITAMIN.COM
79811 "A" COUNTRY CLUB DRIVE
BERMUDA DUNES, CA 92201
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON October 30, 2001
To our Shareholders:
The company is in the process of formulating a new business plan which will
take the company further into the business of nutritional pharmaceuticals.
This will involve a restructuring of the company's share capital, a change of
name to reflect the new business direction, and a possible change in
management. In order to take the company in this new direction, the Board of
Directors is asking for your help.
The Special Meeting of Shareholders of Cyber-Vitamin.com, a Nevada corporation
(the "Company") will be held at the offices of the company's counsel at 827
State Street, Santa Barbara, CA 93101, on October 30, 2001 at 3:00 p.m., to
consider and vote upon a proposal to ratify the change of the name of the
company to Nutra Pharma Corp., to approve the amendment to the articles of
incorporation for a 10-1 forward split of the company's share capital, to
authorize the amendment of the articles to provide for an authorization of 20
million preferred shares, with preferences and rights to be set by the board of
directors in their discretion, to authorize the board of directors to amend the
by-laws of the company, to authorize the Board of Directors to appoint a
provisional board of directors to serve until the next annual shareholder's
meeting, to approve and ratify all of the acts of the Board of Directors, and
to consider and act upon such other matters as may property come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on September 30, 2001
2001 are entitled to notice of, and to vote at, the special
shareholder's meeting.
All shareholders are extended a cordial invitation to attend the
Consolidated Meeting of Shareholders.
By Order of the Board of Directors.
ROBERT T. YARBRAY
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ROBERT T. YARBRAY, President
Bermuda Dunes, CA
October 16, 2001
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THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
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CYBER-VITAMIN.COM
PROXY STATEMENT
FOR THE 2001 SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON October 30, 2001
I. INTRODUCTION
The Board of Directors of Cyber-Vitamin.com, a California corporation (the
"Company"), is soliciting the accompanying Proxy in connection with its 2001
Special Meeting of Shareholders of the Company to be held at 3:00 p.m. Pacific
Daylight Time on October 30, 2001 at 827 State Street, Santa Barbara, CA., and
any adjournments thereof. The Notice of Special Meeting and Proxy Card were
mailed to shareholders on or about October 16, 2001. This The Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000 has been filed, and
a copy is available to any shareholder requesting it in writing.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
September 30, 2001, as the record date for the determination of those holders
of Common Stock of the Company entitled to receive notice of, and vote at, the
Special Meeting. Persons who were not shareholders on such date will not be
allowed to vote at the Special Meeting. At the close of business on the record
date, there were 2,000,000 shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights. A majority of the
shares entitled to vote present in person or represented by proxy at the
Special Meeting, is required for approval of each of the Company's three
proposals.
Shares of Common Stock that are represented by properly executed proxies,
unless such proxies have previously been revoked, will be voted in accordance
with the instructions indicated in such proxies. If no instructions are
indicated, such common shares will be voted "FOR" approval of each of the four
proposals and in the discretion of the proxy holders for any other matter that
may properly come before the Special Meeting. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore, as
to any proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Special Meeting by filing with the Chief Executive Officer of
the Company, Mr. Robert T. Yarbray, at the address set forth above, a written
revocation of such proxy, or by executing and delivering a duly-executed proxy
bearing a later date, or by simply voting the common shares covered thereby by
separate written ballot to be disseminated at the Special Meeting.
In addition to soliciting proxies by mail, officers, directors and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally, or by telephone, telegram or other forms of communication,
including wire facsimile. The Company has not retained a proxy solicitation
firm, and instead, will use its own best efforts to solicit as many proxies as
practicable in the time available before the Special Meeting.
III. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 2000, by: (i) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each of the persons listed below possesses sole voting and investment power
with respect to the shares indicated.
Name and Address Number of Shares Percentage Owned
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Robert T. Yarbray 2,000,000 97.5%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
Officers and Directors
as a Group 2,000,000 97.5%
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Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment power
with respect to the shares. Shares of Common Stock subject to options or
warrants currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage of the person holding such options or
warrants, but are not deemed outstanding for computing the percentage of any
other person.
IV. EXECUTIVE COMPENSATION
The following table sets forth both the compensation paid or accrued by the
Company for services rendered by executive officers of the Company for the
fiscal year ended March 31, 2000. No executive officer's total compensation
exceeded $100,000 based on salary and bonus during any of the three years.
SUMMARY COMPENSATION TABLE
Special Compensation Long-Term Compensation
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Name and Principal Position Year Salary ($) Bonus
($) Other ($) Options (No.)
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NONE PAID
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V. PROPOSAL NUMBER ONE - TO RATIFY CHANGE OF NAME
On October 16, 2001, the board of directors authorized the change of the name
of the company to NUTRA PHARMA CORP., to signify its intention to enter the
business of nutritional pharmaceuticals.
The name change requires an amendment to the certificate of incorporation of
the company, which can only be done by Board resolution ratified by the
shareholders. On October 16, 2001, the Board of Directors adopted the following
resolution to effectuate the name change:
RESOLVED, that the corporation amend its Articles of Incorporation,
Articles FIRST and FIFTH, as follows:
"FIRST: The name of this corporation is: "NUTRA PHARMA CORP."
VI. PROPOSAL NUMBER TWO CALLS FOR THE SHAREHOLDERS TO RATIFY AN AMENDMENT
APPROVED BY THE BOARD OF DIRECTORS CALLING FOR A 3-1 FORWARD SPLIT OF SHARE
CAPITAL. PROPOSAL NUMBER THREE CALLS FOR AN AMENDMENT TO THE ARTICLES OF
INCORPORATION TO AUTHORIZE 20 MILLION PREFERRED SHARES, WITH RIGHTS AND
PREFERENCES TO BE SET BY THE BOARD OF DIRECTORS.
The Board of Directors is proposing a ten to one forward split of its share
capital. The forward split will result in each outstanding share being
converted to ten shares, and the authorized share capital will increase from
100,000,000 shares to 1,000,000,000 shares.
The forward split and authorization of preferred shares requires an amendment
to the certificate of incorporation of the company, which can only be done by
Board resolution ratified by the shareholders. On October 16, 2001, the Board
of Directors adopted the following resolution to effectuate the forward split
and the authorization of preferred shares:
WHEREAS, the Board of Directors has resolved to restructure the capital
structure of the corporation, to effectuate a 10 to 1 forward split of its
share capital,
RESOLVED, that the corporation amend its Articles of Incorporation,
Articles FIRST and FIFTH, as follows:
"FIFTH: This corporation is authorized to issue two classes of stock; common
and preferred. The total number of common shares which this corporation is
authorized to issue is one billion (1,000,000,000) common shares, each with a
par value of $.001 per share. Upon amendment of this Article Fifth, each
outstanding share of common stock shall be converted into 10 shares of common
stock.
The number of Preferred shares which the corporation is authorized to issue is
twenty million (20,000,000) each with $.001 per share par value, which
preferred stock may be issued in one or more series as may be determined from
time to time by the Board of Directors, each of which series shall be
distinctly designated.
The Board of Directors is hereby authorized to fix or alter the voting rights,
designations, powers, preferences, and relative and other special rights, and
the qualifications, limitations and restrictions of any wholly unissued series
of preferred stock, and the number of shares of such series, and to increase or
decrease the number of shares of any such series subsequent to the issue of
shares of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be decreased, the
shares constituting such decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing the number of shares of
that series."
VII. PROPOSAL NUMBER FOUR CALLS FOR THE SHAREHOLDERS TO GIVE THE BOARD OF
DIRECTORS THE AUTHORITY TO AMEND THE BY-LAWS OF THE COMPANY.
The Board of Directors proposes that the shareholders authorize it to amend the
by-laws of the company, in order to streamline the by-laws and conform them to
the new business direction of the company.
VIII. PROPOSAL NUMBER FIVE CALLS FOR THE SHAREHOLDERS TO AUTHORIZE THE BOARD
OF DIRECTORS TO APPOINT A PROVISIONAL BOARD OF DIRECTORS TO HOLD OFFICE
UNTIL THE NEXT REGULAR MEETING OF SHAREHOLDERS.
The Board of Directors seeks authority to appoint a provisional board of
directors to serve until the next regular annual meeting of shareholders.
IX. PROPOSAL NUMBER SIX CALLS FOR THE SHAREHOLDERS TO RATIFY AND APPROVE ANY
AND ALL ACTIONS TAKEN BY THE BOARD OF DIRECTORS SINCE THE LAST MEETING OF
THE SHAREHOLDERS.
The Board of Directors recommends a "FOR" vote on proposals one, two, three,
four, five and six.
X. OTHER BUSINESS
No business, other than as set forth herein, is expected to come before the
2001 Special Meeting. Should any other matter requiring a vote of the
shareholders arise, including any question related to any adjournment of the
meeting, the persons named in the enclosed Proxy will vote thereon according to
their best judgment and in the best interests of the Company and its
shareholders.
XI. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the 2001 Special Meeting of Shareholders must be received by
the Company by October 20, 2001 to be included in the Company's Proxy
Statement, and related proxy solicitation materials, for the Company's 2001
Special Meeting of Shareholders for the year ended December 31, 2000.
XII. ANNUAL REPORT TO SHAREHOLDERS: FORM 10-KSB
The Company has not yet filed its Annual Report for the year ended December 31,
2001 on Form 10-KSB. The Company will furnish, without charge, to each person
whose proxy is being solicited, and to any shareholder of the Company, upon
written request of any such person, a copy of the Company's Special Report of
Form 10-KSB for the year ended December 31, 2001, which will be filed with the
Securities and Exchange Commission on or before March 31, 2002, including all
financial statements and financial statement schedules thereto. The Company
will also furnish to any such person any exhibit included in the list
accompanying the Form 10-KSB, upon the payment, in advance, of reasonable fees
related to the Company's furnishing such exhibits. Requests for copies of such
report, and/or exhibits, should be directed to Mr. Robert T. Yarbray, Chief
Executive Officer, at the Company's principal executive offices.
BY ORDER OF THE BOARD OF DIRECTORS,
Robert T. Yarbray
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Robert T. Yarbray, President
Bermuda Dunes, California
Exhibit 1 - Proxy Card
PROXY
The undersigned shareholder of Cyber-Vitamin.com (The "Company") hereby
appoints Robert T. Yarbray as proxy holder of the undersigned to attend the
Special general meeting of the Company to be held on October 30, 2001 and any
adjournment thereof with authority to act and vote therat for an on behalf of
the undersigned and directs the proxy holder to vote the common shares held by
the undersigned in respect of the matters indicated below as follows:
1. To change the name of the company to NUTRA PHARMA CORP.
FOR________ AGAINST__________
2. To ratify the amendment of the articles of incorporation to effect a
ten for one forward split of the company's common share capital.
FOR________ AGAINST__________
3. To ratify the amendment of the articles of incorporation to authorize
20 million (20,000,000) preferred shares, with rights and preferences
to be set by the Board of Directors.
FOR________ AGAINST__________
4. To authorize the Board of Directors to amend the by-laws of the
company with no further need for shareholder approval.
FOR________ AGAINST__________
5. To ratify and approve any and all actions taken by the Board of
Directors of the Company since the last meeting of the shareholders.
FOR_______ AGAINST_______
If this proxy is not dated it will be deemed to bear the date on which it was
mailed.
Executed this ____day of _________, 2001.
________________________
Name of Shareholder Signature of Shareholder
________________________
Address (if different from above) Signature of Shareholder