SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 ss.240.14a-11(c) or ss.240.14a-12
MIAD SYSTEMS LTD.
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(Name of Registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (A)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MIAD SYSTEMS LTD.
43 Rivieria Drive, Unit 6
Markham, Ontario, Canada, L3R 5J6
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, NOVEMBER 10, 2005
TO THE SHAREHOLDERS OF MIAD SYSTEMS LTD.:
Notice is hereby given that an Annual Meeting of the shareholders of MIAD
SYSTEMS LTD. (the "Corporation") will be held on Thursday, November 10, 2005, at
the hour of 10:00 o'clock in the forenoon Toronto time, at 390 Bay Street, Suite
1102, Toronto, Ontario, Canada for the following purposes:
1. to receive and consider the report of the directors and to receive and
consider the financial statements of the Corporation for the years ended
September 30, 2003 and September 30, 2004, and the semi-annual reports for
the periods ended March 31, 2005, and June 30, 2005, together with the
auditors report thereon, which such reports, financial statements and
auditors reports were mailed to the shareholders together with this notice
of meeting;
2. to elect directors for the ensuing year;
3. to appoint auditors for the ensuing year and to authorize the directors to
fix the remuneration to be paid to the auditors; and
4. to transact such other business as may properly be transacted at such
meetings or any adjournment thereof.
Reference is made to the heading "Particulars of Matters to be Acted Upon"
in the attached Proxy Statement setting forth a description of the matters
referred to in items 2 to 3 above. If you are unable to attend the meeting in
person, please read the information contained in the accompanying Management
Information Circular and the Instrument of Proxy enclosed herewith and complete
and return the Proxy within the time period specified in the Proxy Statement.
The enclosed Proxy is solicited by management, but you may amend it, if you so
desire, by striking out the names listed therein and inserting in the space
provided the name of the person you wish to represent you at the meeting.
Dated at Toronto, Ontario as of this 5th day of October, 2005.
BY ORDER OF THE BOARD,
MICHAEL A. GREEN
DIRECTOR AND PRESIDENT
2
MIAD SYSTEMS LTD.
43 Riviera Drive, Unit 6
Markham, Ontario, Canada, L3R 5J6
_____________
MANAGEMENT INFORMATION CIRCULAR
AS OF OCTOBER 5, 2005
_______________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, NOVEMBER 10, 2005
_______________________________
SOLICITATION OF PROXIES
SOLICITATION OF PROXIES
- -----------------------
THIS MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR") IS FURNISHED IN
CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF MIAD SYSTEMS LTD. (THE
"CORPORATION") OF PROXIES TO BE USED AT THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS OF THE CORPORATION TO BE HELD ON THURSDAY, NOVEMBER 10, 2005, AT
THE HOUR OF 10:00 A.M., AT 390 BAY STREET, SUITE 1102, TORONTO, ONTARIO, FOR THE
PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING. IT IS EXPECTED THAT
THE SOLICITATION WILL BE PRIMARILY BY MAIL BUT PROXIES MAY ALSO BE SOLICITED
PERSONALLY BY REGULAR EMPLOYEES AND DIRECTORS OF THE CORPORATION AT A NOMINAL
COST. THE COST OF ANY SUCH SOLICITATION BY MANAGEMENT WILL BE BORNE BY THE
CORPORATION.
APPOINTMENT AND REVOCATION OF PROXIES
- -------------------------------------
The persons named in the enclosed form of proxy are Directors and Senior
Officers of the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON
TO REPRESENT HIM AT THE MEETING MAY DO SO BY INSERTING SUCH PERSON'S NAME, WHO
NEED NOT BE A SHAREHOLDER OF THE CORPORATION, IN THE BLANK SPACE PROVIDED IN THE
FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED PROXY TO THE
SECRETARY OF THE CORPORATION AT 43 RIVIERA DRIVE, UNIT 6, MARKHAM, ONTARIO, OR
TO MANHATTAN TRANSFER REGISTRAR CO., 58 DORCHESTER ROAD, LAKE RONKONKOMA, NEW
YORK, 11779, AT LEAST 72 HOURS PRIOR TO THE MEETING IN ORDER FOR THE PROXY TO BE
VOTED. A Proxy must be executed by a shareholder or his attorney authorized in
writing or, if executed by a body corporate, by an Officer or Attorney thereof,
duly authorized.
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Any Shareholder giving a Proxy may, in addition to in any other manner
permitted by law, revoke the Proxy by depositing an instrument in writing
executed by the Shareholder or by his Attorney authorized in writing, or if the
Shareholder is a body corporate, by an Officer or Attorney thereof duly
authorized, at the head office of the Corporation or at MANHATTAN TRANSFER
REGISTRAR CO., at any time up to and including the last business day preceding
the day of the Meeting, or any adjournment thereof, at which the Proxy is to be
used or with the Chairman of the Meeting on the day of the Meeting or any
adjournment thereof.
EXERCISE OF DISCRETION BY PROXIES
- ---------------------------------
Shares represented by properly executed Proxies will be voted or withheld
from voting in accordance with the instructions of the Shareholder giving the
Proxy on any ballot that may be called for, and, if the Shareholder specifies a
choice with respect to any matter to be acted upon, the shares will be voted
accordingly. IF NO CHOICE IS SPECIFIED, THE SHARES REPRESENTED BY SUCH PROXIES
WILL, EXCEPT WHERE PROHIBITED BY LAW, BE VOTED IN FAVOUR OF THE MATTER
IDENTIFIED IN THE NOTICE OF MEETING.
THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS
NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN
THE NOTICE OF MEETING AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING. At the time of printing this Circular, management of the
Corporation knows of no such amendments, variations or other matters to come
before the Meeting other than the matters referred to in the Notice of Meeting.
HOWEVER, IF OTHER MATTERS WHICH ARE NOT KNOWN TO THE MANAGEMENT OF THE
CORPORATION SHOULD COME BEFORE THE MEETING, THE SHARES REPRESENTED BY ANY PROXY
WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE
PERSONS NAMED THEREIN.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
- -------------------------------------------
As of the date hereof, the Corporation has outstanding 3,711,400 common
shares without nominal or par value, each carrying the right to one vote per
share.
The Board of Directors of the Corporation has fixed October 4, 2005, (the
"RECORD DATE") as the Record Date for the purpose of determining the
shareholders entitled to receive notice of the Meeting. In accordance with the
provisions of the Business Corporations Act (Ontario) (the "ACT") the
Corporation will prepare a list of shareholders as at the Record Date. In
accordance with the voting rights attaching to the common shares, each
shareholder named in the list will be entitled to vote, on all resolutions put
forth at the Meeting for which such shareholder is entitled to vote, the shares
shown opposite his or her name on the said list, except to the extent that: (i)
the shareholder has transferred his or her shares after the Record Date; and
(ii) the transferee of those shares produces properly endorsed share
certificates or otherwise establishes that he or she owns the shares and
demands, not later than 10 days before the Meeting, that his or her name be
included in the list of shareholders before the Meeting, in which case the
transferee will be entitled to vote his or her shares at the Meeting. The
failure of a shareholder to receive the Notice of Meeting does not deprive him
or her of the right to vote at the Meeting.
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The following table sets forth, as of October 5, 2005, the beneficial
ownership of the Common Stock of each of the Corporation's directors and
executive officers and any beneficial owner of more than five percent of the
Common Stock, as well as by the Corporation's directors and executive officers
as a group. Except as set forth below, the Corporation is not aware of any
beneficial owner of more than five percent of the Common Stock. Except as
otherwise indicated, the Corporation believes that the beneficial owners of the
Common Stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable.
Name of Shareholder Number of Common Shares Percentage of Total Shares
- ------------------- ----------------------- --------------------------
Michael Green 1,960,000 52.8%
Director, President
Adrienne Green 490,000 13.2%
All directors as a group
(1 person) 1,960,000 52.8%
STATEMENT OF EXECUTIVE COMPENSATION
For the fiscal year ended September 30, 2004, the Corporation had one (1)
"Executive Officer". During the most recently completed financial year the
Corporation paid a total of $100,000 (Cdn.) for salaries and bonuses to
directors and senior officers of the Corporation.
1. Compensation of Named Executive Officers
----------------------------------------
The following table sets forth all compensation in respect of individuals
("Named Executive Officers") who were, as at September 30, 2004, earning a
combined salary and bonus in excess of Cdn. One Hundred Thousand Dollars
($100,000.00) for the fiscal year ended September 30, 2004:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation* Awards
-------------------- ------
Name and $000* Securities
Principal Under Options All Other
Position Year Salary Bonus Other Granted Compensation
Michael 2002 $100 $n/a $ n/a n/a
Green 2003 $100 $16 $ n/a n/a
Pres./CEO 2004 $100 $n/a $ n/a n/a
- ------------
* amounts expressed in Canadian dollars.
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2. Option to Purchase Securities
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There were no grants of options to purchase or acquire securities of the
Corporation to any of the Named Executive Officers during the year ended
September 30, 2004.
3. Aggregated Option Exercises and Notional Year-End Option Values
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The following table sets forth information concerning each exercise of
options during the year ended 2004 by each of the Named Executive Officers and
the year-end value of unexercised options on an aggregated basis.
AGGREGATED OPTION EXERCISES DURING
2004 AND YEAR-END OPTION VALUES
Value of
Unexercised
Unexercised in-the-Money
Options at Options at
Year-End # Year-End $
Securities Aggregate
Acquired on Value Exercisable/ Exercisable/
Name Option Realized $ Unexercisable Unexercisable
- ---- ----------- ---------- ------------- -------------
Michael n/a n/a n/a n/a
Green
4. Termination of Employment, Change in Responsibilities and Employment
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Contracts
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The Corporation and its subsidiaries have entered into the following
employment contracts with the Named Executive Officers. Under an agreement
between the Corporation and Messr. Green, the Corporation has agreed to pay to
Mr. Green a salary of $200,000.00, a commission of $5,000.00 for each One
Million Dollars ($1,000,000.00) of sales achieved by the Corporation in each
fiscal year (to a maximum of Ten Million Dollars ($10,000,000.00) in sales, a
commission of $12,000.00 for each One Million Dollars ($1,000,000.00) of sales
achieved by the Corporation in each fiscal year for sales in excess of Ten
Million Dollars ($10,000,000.00), a one time bonus of Twenty Thousand Dollars
($20,000.00) in the event that the Corporation achieves sales in any fiscal year
in excess of Ten Million Dollars ($10,000,000.00), a bonus at the rate of 4% of
the Corporation's pre-tax profit, the reimbursement of reasonable and legitimate
business expenses, and employment benefits in accordance with the Corporation's
current employment benefits plan. In each of the last four fiscal years, Mr.
Green has been paid less than the amounts stipulated in his employment
agreement.
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PARTICULARS OF MATTERS TO BE ACTED UPON
- ---------------------------------------
A. ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation provide that the board of
directors of the Corporation consist of a minimum of one (1) and a maximum of
seven (7) directors. The board of directors presently consists of one (1)
director to be elected annually. Each director will hold office until the next
annual meeting of the shareholders of the Corporation or until his/her successor
is duly elected unless his office is earlier vacated in accordance with the
By-laws of the Corporation.
Management has nominated one person to act as the director of the
Corporation. THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY INTEND TO
VOTE FOR THE ELECTION OF THE NOMINEES WHOSE NAMES ARE SET FORTH BELOw. The
director who is standing for re-election by the shareholders has held office
from the dates indicated below. Management does not contemplate that this
nominee will be unable to serve as a director but, if that should occur for any
reason prior to the Meeting, the persons named in the enclosed form of Proxy
reserve the right to vote for another nominee in their discretion.
The following table and notes thereto states the name of the person
proposed to be nominated for election as a Director, his principal occupation or
employment for the past five years, the year in which he became a Director of
the Corporation, and the number of shares of the Corporation beneficially owned,
directly or indirectly, by him as of May 23, 2005. The Corporation does not
presently have an executive committee or an audit committee of the Board of
Directors.
NUMBER OF
NAME SHARES (1) CHIEF OCCUPATION
- ---- ---------- ----------------
Michael Green 1,960,000 President, CEO Miad Systems Ltd.
NOTE:
- ------------
(1) The information as to shares beneficially owned, not being within the
knowledge of the Corporation, has been furnished by the representative
nominees individually.
1. Meetings of the Board of Directors and Committees
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The Board of Directors of the Corporation held a total of one (1) meeting
during the fiscal year ended September 30, 2004 and one (1) meeting during the
fiscal year ended September 30, 2003 (including actions adopted by unanimous
consent). Each member of the Board of Directors attended 100% of the aggregate
of the number of meetings of the Board and Board Committees' of which he was a
member during the 2003 fiscal year, and 100% of said meetings during the 2004
fiscal year. The Corporation does not have a policy with regard to a director's
attendance at annual meetings. The Corporation's Board of Directors has not
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created a procedure for shareholders to send communications to the Board since
the Corporation's board and management team is quite small and easily
accessible.
The entirety of the Board of Directors serves as the Corporation's Audit
Committee.
The Audit Committee of the Board of Directors presently consists of Mr.
Green. It held no meetings during the 2003 fiscal year and has held one (1)
meeting during the 2004 fiscal year. The Audit Committee recommends the
engagement of the Corporation's independent accountants and is primarily
responsible for approving the services performed by the Corporation's
independent accountants, for reviewing and evaluating the Corporation's
accounting principles, reviewing the independence of independent auditors, and
reviewing the adequacy and effectiveness of the Corporation's internal controls.
See "Report of the Audit Committee."
2. Compensation of Directors
-------------------------
Members of the Board of Directors do not currently receive any cash
compensation for serving on the Board of Directors or any Committee thereof.
3. Director Nomination
-------------------
The Corporation presently does not have a nominating committee to select
nominees for its Board of Directors, nor does it have a committee performing a
similar function. Michael Green currently comprises the entirety of the
Corporation's Board of Directors and has participated in the consideration of
director nominees. Currently, the Corporation believes that, because the
Corporation cannot afford directors' and officers' liability insurance, the
Corporation could not recruit quality nominees, other than the current
directors, to serve on the Board of Directors. No candidates have been put forth
by shareholders, nor has the Corporation paid a third party to assist in
identifying or evaluating prospective nominees.
B. APPOINTMENT OF AUDITORS
Unless such authority is withheld, the persons named in the enclosed
instrument of proxy intend to vote to appoint Sloan Partners LLP., Chartered
Accountants, Toronto, Ontario, as auditors of the Corporation to hold office
until the next Annual Meeting of Shareholders, or until their successors are
elected or appointed in accordance with the provisions of the Corporation's
by-laws, and to authorize the directors to fix their remuneration.
1. Principal Accounting Firm Fees for Fiscal 2004
----------------------------------------------
Sloan Partners LLP., Chartered Accountants ("Sloan") are the principal
accountants of the Corporation. From time to time, Sloan, as well as other
accounting and consulting firms, provide information technology consulting and
other audit and non-audit service to the Corporation.
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2. Audit Fees
----------
Audit fees for the fiscal year ended September 30, 2004, of approximately
$20,000 include fees and expenses for the audit of the consolidated annual
statements of the Corporation, fees for quarterly reviews, fees for consent and
comfort letters in connection with the Corporations' prospectus filings and fees
for accounting consultations arising during the audit. Audit fees for 2003 were
$20,000 and were paid to Brodeur, Dennis, Chartered Accountants, the previous
principal accountants of the Corporation. Sloan Partners LLP, Chartered
Accountants, was first appointed auditors of the Corporation on November 15,
2004.
The Board of Directors recommends a vote for the appointment of Sloan as
the Corporation's independent accountants. Appointment of Sloan as independent
accountants will require the affirmative vote of the majority of the Voting
Securities present in person or represented by proxy at the Meeting.
Unless such authority is withheld as specified in the enclosed form of
proxy that shares represented by such proxy are to be withheld from voting in
the appointment of auditors, the person(s) named in the enclosed instrument of
proxy intend to vote to appoint Sloan Chartered Accountants, as auditors of the
Corporation for the ensuing year or until their successors are duly appointed in
accordance with the Corporation's By-Laws and to authorize the directors to fix
their remuneration.
SECTION 16(a) REPORTING
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As under the securities laws of the United States, the Corporation's
directors, its executive (and certain other) officers, and any persons holding
ten percent or more of the Corporation's Common Stock must report on their
ownership of the Corporation's Common Stock and any changes in that ownership to
the Securities and Exchange Commission. Specific due dates for these reports
have been established. To date, the Corporation believes that all reports on
behalf of the executive officers and directors for all transactions were filed
on a timely basis.
OTHER MATTERS
- -------------
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more stockholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgement.
STOCKHOLDER PROPOSALS
- ---------------------
In order to be included in the materials for the Corporation's next Annual
Meeting of Stockholders, stockholder proposals must be received by the
Corporation on or before April 30, 2006.
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ANNUAL AND QUARTERLY REPORTS TO THE SECURITIES AND EXCHANGE COMMISSION
- ----------------------------------------------------------------------
The Annual Report on Form 10-KSB for the year ended September 30, 2004 as
filed with the Securities and Exchange Commission, which includes the financial
statements of the Corporation for the fiscal year ended September 30, 2004 are
available to shareholders at www.sec.gov. The quarterly reports for the periods
ended March 31, 2005, and June 30, 2006 have been filed with the SEC on Form
10-QSB and are also available to shareholders at www.sec.gov.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON
- -----------------------------------------------------
Michael Green, a director proposed as nominee for election to the Board of
Directors of the Corporation, is a party to an employment agreement with the
Corporation, as described above, under heading "B. Statement of Executive
Compensation" "Compensation of Named Executive Officers" and "Termination of
Employment, Change in Responsibilities and Employment Contracts".
GENERAL
- -------
The information contained herein is given as of October 5, 2005. Management
knows of no additional matters to come before the Meeting. Receipt at such
Meeting of a report of the Directors and auditors and the Corporation's
Financial Statements for its fiscal period ended September 30, 2004 will not
constitute approval or disapproval of any matters referred to therein.
The contents and the sending of this Circular and the sending of it to
holders of common shares of the Corporation, to each director of the
Corporation, to the auditors of the Corporation and to the appropriate
governmental agencies have been approved by the Board of Directors of the
Corporation.
/s/ Michael A. S. Green
---------------------------
President
October 5, 2005
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MIAD SYSTEMS LTD.
INSTRUMENT OF PROXY
FOR THE ANNUAL MEETING
TO BE HELD ON THURSDAY, NOVEMBER 10, 2005
THIS PROXY IS SOLICITED ON BEHALF OF
THE MANAGEMENT OF THE CORPORATION
I, ___________________________________ the undersigned, being a shareholder
of MIAD SYSTEMS LTD. (the "Corporation"), hereby appoint MICHAEL GREEN, a
Director and President of the Corporation or failing him,
__________________________________or instead of the foregoing,
__________________________________ as my Proxy, to vote for me and on my behalf
at the Annual of shareholders of the Corporation, to be held on Thursday, the
10th day of November, 2005, and at any adjournment thereof and to vote the
shares in the capital stock of the Corporation registered in the name of the
undersigned with respect to the matters set forth below as follows:
1. On the election of the Directors nominated by management as
follows:
MICHAEL GREEN
FOR _____________WITHHOLD VOTE_____________
2. Appointment of auditors for the ensuing year and to authorize the
directors to fix the remuneration to be paid to the auditors.
FOR ____________WITHHOLD VOTE_____________
The undersigned hereby revokes any proxy previously given. WITNESS my hand
this day of , 2005.
- ----------------------------- -------------------------------------
NAME (PLEASE PRINT) SIGNATURE OF SHAREHOLDER
NOTES:
1. This proxy confers authority for the above-named to vote his/her discretion
with respect to amendments or variations to the matters identified in the
Notice of Meeting accompanying this proxy instrumented or on any other
matters which may properly come before the meeting. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THIS PROXY WILL CONFER AUTHORITY AND WILL BE
VOTED IN FAVOUR OF THE MATTERS REFERRED TO ABOVE.
2. EACH SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM/HER AT
THE MEETING OTHER THAN THE PERSON SPECIFIED ABOVE. Such right may be
exercised by striking out the names of the specified persons and by
inserting in the blank space provided the name of the person to be
appointed, who need not be a shareholder of the Corporation.
3. This proxy must be executed by the shareholder or his/her attorney duly
authorized in writing. If the shareholder is a corporation, this proxy must
be executed under its corporate seal or by an officer or attorney thereof
duly authorized.
4. Please date this Proxy. If not dated, it shall be deemed to be dated the
day on which it is mailed.