SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Sec. 240.14a-12
WEB4BOATS.COM, INC.
................................................................
(Name of Registrant as Specified In Its Charter)
N/A
................................................................
(Name of Persons(s) 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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
............................................................
2) Aggregate number of securities to which transaction 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, of 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:
................................................................
WEB4BOATS.COM, INC.
P.O. Box 3171
Cheyenne, Wyoming 82003
Telephone: (307) 473-0944
Notice of Annual Meeting of Shareholders
To be held March 12, 2002
To the Shareholders of
WEB4BOATS.COM, INC.:
The Annual Meeting of Shareholders of Web4Boats.com, Inc. will be held
on March 12, 2002, at the offices of Abramovitz & Merriam, Suite 770, 1625
Broadway, Denver, Colorado 80202, at 3:00 p.m.
The purpose of the meeting is to:
(1) Elect three directors;
(2) Vote on a change of the name of the company to Federal Security
Protection Services, Inc.;
(3) Vote on a reverse split of the Company's outstanding Common Stock
at the rate of one (1) share in exchange for each ten (10) shares
outstanding;
(4) Ratify the selection of independent accountants for the fiscal
year ending March 31, 2002; and
(5) Transact such other business as may properly come before the
meeting.
Only holders of record of Common Stock at the close of business on
February 8, 2001, will be entitled to vote at the meeting.
Dennis Schlagel
Secretary
February 19, 2002
PROXIES AND VOTING INFORMATION
Solicitation of Proxies
This proxy statement is furnished by the Board of Directors (the
"Board") of Web4Boats.com, Inc. (the "Company"), P.O. Box 3171, Cheyenne,
Wyoming 820033, in connection with its solicitation of proxies for use at
the Annual Meeting of Shareholders to be held on March, 12, 2002, at 3:00
p.m., at the offices of Abramovitz & Merriam, Suite 770, 1625 Broadway,
Denver, Colorado 80202, and at any and all adjournments thereof. Mailing of
the proxy statement will commence on or about February 18, 2002. Holders of
record of the Company's Common Stock (the "Common Stock") at the close of
business on December 14, 2001, will be entitled to one vote for each share
held on all matters to come before the meeting. On December 14, 2001, there
were outstanding 27,082,089 shares of Common Stock. There were 70,000
shares of Preferred Stock outstanding.
Shareholders are urged to sign and date the enclosed proxy and return
it as promptly as possible in the envelope enclosed for that purpose.
A proxy may be revoked at any time before it has been voted at the
meeting by submitting a later-dated proxy or by giving written notice to the
Secretary of the Company. Unless the proxy is revoked or there is a
direction to abstain on one or more proposals, it will be voted on each
proposal and, if a choice is made with respect to any matter to be acted
upon, in accordance with such choice. If no choice is specified, the proxy
will be voted as recommended by the Board.
Voting at the Meeting
One-third of the votes entitled to be cast on matters to be considered
at the meeting constitutes a quorum. If a share is represented for any
purpose at the meeting, it is deemed to be present for all other matters.
Abstentions and shares held of record by a broker or its nominee ("Broker
Shares") that are voted on any matter are included in determining the number
of votes present. Broker Shares that are not voted on any matter at the
meeting will not be included in determining whether a quorum is present.
The election of each nominee for director requires a plurality of the
votes cast. The votes cast for the approval of the Company's name change
and for the reverse split of the Company's Common Stock must exceed the
votes cast against such matters. In order to be approved, the votes cast
for the selection of independent accountants must also exceed the votes cast
against such matters. Abstentions and Broker Shares that are not voted on
the matter will not be included in determining the number of votes cast.
Shareholders' proxies are received by US Stock Transfer, and the vote
is certified by US Stock Transfer as independent inspectors of election.
Proxies and ballots that identify the vote of individual Shareholders will
be kept confidential, except as necessary to meet legal requirements, in
cases where Shareholders write comments on their proxy cards or in a
contested proxy solicitation. During the proxy solicitation period, the
Company will receive vote tallies from time to time from the inspectors, but
such tallies will provide aggregate figures rather than names of
Shareholders. The independent inspectors will notify the Company if a
Shareholder has failed to vote so that he or she may be reminded and
requested to do so.
The Company has no class of voting securities outstanding other than
Common Stock and Series A Preferred Stock which are voted together on all
matters. An abstention or withholding authority to vote will be counted as
present for determining whether the quorum requirement is satisfied. With
respect to the vote on a proposal, abstentions will be treated as shares
present and entitled to vote and, for purposes of determining the outcome of
the vote on such proposal, shall have the same effect as a vote against the
proposal. A broker non-vote occurs when a nominee holding shares for a
beneficial holder does not have discretionary voting power and does not
receive voting instructions from the beneficial owner. Broker non-votes on
a particular proposal will not be treated as shares present and entitled to
vote on the proposal.
Management knows of no other matter or motion to be presented at the
meeting. If any other matter or motion should be presented at the meeting
upon which a vote must be properly taken, it is the intention of the person
named in the accompanying form of proxy to vote such proxy in accordance
with that person's judgment, including any matter or motion dealing with the
conduct of the meeting.
Solicitation expenses will be paid by the Company. Blair Merriam, the
Company's General Manager, loaned the Company $5,000.00 to cover these
costs. In addition to solicitation by mail, directors, officers and other
employees of the Company may, without additional compensation, solicit
proxies by mail, in person or by telecommunication.
PRINCIPAL SHAREHOLDERS
The tables below set forth information, as of December 14, 2001, with
respect to beneficial ownership of the Company's Common Stock and Series A
Preferred Stock by each person known by the Company to be the beneficial
owner of more than 5% of each class of its outstanding voting securities, by
each director of the Company, by each executive officer and by all officers
and directors of the Company as a group. Unless otherwise noted, each
Shareholder has sole investment and voting power over the shares owned.
Shares of Series A Preferred Stock vote with the Common Stock on all
matters.
COMMON STOCK
NAME AND ADDRESS
OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
OWNER BENEFICIAL OWNERSHIP CLASS
Dennis Schlagel(1)(CEO/Pres./Dir.) 5,805,000(2) 20.1%
P.O. Box 3171
Cheyenne, WY 82003
Daniel Thornton (Dir.) 125,000 0.4%
3648 Navajo Street
Denver, CO 80211
Blair Merriam(1)(3) (Gen. Manager) 6,235,000(4) 21.7%
P.O. Box 3235
Cheyenne, WY 82003
William Livingston 0 0%
7708 Coralite Drive, #101
Las Vegas, NV
Dori Merriam (3) 2,450,000(5) 9.0%
P.O. Box 9822
Newport Beach, CA 92658
All current directors and executive 12,115,000 39.9%
officers as a group (4 persons)
--------------------
(1) Dennis Schlagel and Blair Merriam are first cousins.
(2) Includes 25,000 shares of Series A Preferred Stock that votes with the
Common Stock. Also includes 1,500,000 shares that may be acquired directly
pursuant to the exercise of options and 280,000 shares that may be acquired
by Latin Foods, a company wholly owned by Mr. Schlagel.
(3) Dori Merriam is an aunt through her husband's family.
(4) Includes 25,000 shares of Series A Preferred Stock that votes with the
Common Stock. Also includes 700,000 shares that may be acquired directly
pursuant to the exercise of options and beneficial ownership of shares by
the following entities that are 100% owned by Mr. Merriam: Spika Corp. -
640,000 shares that may be acquired pursuant to the exercise of options;
Beltropic, Inc. - 180,000 shares that may be acquired pursuant to the
exercise of options; EQUUS Ranch Inc. - 1,000,000 shares direct.
(5) Includes 10,000 shares of Series A Preferred Stock that votes with the
Common Stock. Also includes 200,000 shares that may be acquired through the
exercise of options held by her husband, James Merriam. Ms. Merriam
disclaims beneficial ownership of any shares of Common Stock beneficially
owned by her husband.
--------------------
SERIES A PREFERRED STOCK*
NAME AND ADDRESS
OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
OWNER BENEFICIAL OWNERSHIP CLASS
Dennis Schlagel(1)(CEO/Pres./Dir.) 25,000 35.7%
P.O. Box 3171
Cheyenne, WY 82003
Blair Merriam(1)(2) (Gen. Manager) 25,000 35.7%
P.O. Box 3235
Cheyenne, WY 82003
Dori Merriam (2) 10,000 14.3%
P.O. Box 9822
Newport Beach, CA 92658
All current directors and executive 50,000 71.4%
officers as a group (2 persons)
--------------------
* Each share of Series A Preferred Stock is convertible into 100 shares of
Common Stock after November 16, 2002. Series A Preferred Stock votes with
the Common Stock on all matters. There are 70,000 shares of Series A
Preferred Stock outstanding. The designation of rights and preferences are
set forth in an exhibit to the Company's Form 10SB filed November 24, 1999,
and has been amended effective November 16, 2000, to increase the authorized
shares in the class to 70,000.
(1) Dennis Schlagel and Blair Merriam are first cousins.
(2) Dori Merriam is an aunt through her husband's family.
EXECUTIVE OFFICERS
Mr. Blair J. Merriam has been General Manager of the Company since
April, 1999. Mr. Merriam presently devotes part time to the affairs of the
Company, but was engaged full time until December 31, 2001. Mr. Merriam
currently occupies most of his business time as an independent insurance
claims adjuster. For 6 years prior to joining the Company, Mr. Merriam
worked for himself in consulting and managing the sales and marketing of
food products companies producing products mainly in the United States and
Mexico. Mr. Merriam also recently formed Internet Advisors Group, Inc.
through which he has been consulting to the Company and operating as its
General Manager. In April, 2000, all rights and obligations of Internet
Advisors Group, Inc. under the agreement were assigned to Blair Merriam, its
sole Shareholder and employee. Mr. Merriam's agreement to act as General
Manager expires March 31, 2002.
Employment Agreements
On April 15, 1999, the Company entered into a 1 year consulting
agreement with Internet Advisors Group, Inc. Internet Advisors Group, Inc.
is wholly owned and operated by Blair J. Merriam who at the time the Company
entered into the Agreement was and who continues to be a major Shareholder
of the Company. See "Principal Shareholders." The Agreement calls for
Internet Advisors Group, Inc. to provide the following services.
Day to day management of the corporate affairs and business
Liaison with website management firm Public relations advisor
Planning, design, development, organization, writing and distributing
the materials and content required to develop and maintain the website
Liaison with attorneys and accountants regarding filing of Securities
and Exchange Commission reports Hiring and retaining outside consultants,
outsource services and other service providers
Internet Advisors Group, Inc. is to be paid $10,000 per month in
"cash, stock, or any combination thereof" for these services. In April,
2000, all rights and obligations of Internet Advisors Group, Inc. under the
agreement were assigned to Blair Merriam, its sole Shareholder and employee.
In addition, the agreement was renewed for a period to expire March 31,
2002. Also in April, 2000, the Company satisfied its $115,000 accrued and
unpaid obligation to Internet Advisors Group, Inc. by issuing it 1,150,000
shares of Common Stock.
In fiscal year ended March 31, 2001, Internet Advisors was paid
$120,000 through the issuance of 1,233,333 shares of Common Stock and $4,000
cash.
On April 2, 1999, the Company issued 500,000 shares of Common Stock to
Internet Advisors Group, Inc. for consulting services. The value of these
shares at the date of issuance was $100,000.
Additional Transactions
On April 6, 1999, the Company issued 10,000 shares of Common Stock to
Daniel Thornton for consulting services prior to his becoming a director of
the Company. These shares were valued at $3,128.
EXECUTIVE COMPENSATION
The following tables contain compensation data for the Chief Executive
Officer and other named executive officers of the Company for the fiscal
Year ended March 31, 2001. Neither person was employed in an executive capacity
with the Company for any period prior to April 1, 1999.
SUMMARY COMPENSATION TABLE
(-Long Term Compensation)
(---Annual Compensation----) (---------Awards--------)
Other Restricted Securities
Name & Annual Stock
Underlying
Principal Salary Compensation Award Options/SAR
Position Year
Blair J. Merriam 2001 $ 4,000(1) $116,000(3) -0- 500,000
General Manager 200 $115,000(2) -0- $193,750(4) -0-
Dennis Schlagel 2001 -0- $122,000(3) -0- -0-
President, Chief 2000 -0- -0- $250,000(5) 500,000(6)
Executive Officer,
Secretary, Treas.,
Director
- ------------------
(1) Cash compensation is pursuant to an Agreement with Internet Advisors
Group, Inc., which is 100% owned and operated by Mr. Merriam. This amount
may be paid in "cash, stock or any combination thereof." This amount was
"paid" by issuance of 1,233,333 shares of Common Stock and $4,000 cash. In
April, 2000, all rights and obligations of Internet Advisors Group, Inc.
under the agreement were assigned to Blair Merriam, its sole Shareholder and
employee. In addition, the agreement was renewed for a period to expire
March 31, 2002.
(2) Cash compensation is pursuant to an Agreement with Internet Advisors
Group, Inc., which is 100% owned and operated by Mr. Merriam. This amount
may be paid in "cash, stock or any combination thereof." This amount was
accrued and unpaid at March 31, 2000. In April, 2000, this amount was
"paid" by issuance of 1,150,000 shares of Common Stock.
(3) Value of shares of Common Stock registered under Form S-8.
(4) Issued to Mr. Blair J. Merriam or companies over which he has 100%
control and ownership. The value (based on closing price) of these shares
(800,000) at the end of the fiscal year 2001 was $632,000. See "Principal
Shareholders."
(5) The value (based on closing price) of these shares (500,000) at the end
of the fiscal year 2001 was $395,000.
(6) Mr. Schlagel received options for 500,000 shares on April 20, 1999.
The exercise price of the options is $.50 per share and the market price of
the Company's Common Stock on the date of grant was $.50 per share. See
"Principal Shareholders".
- ------------------
No other executive officer of the Company receives an annual salary and
bonus in excess of $100,000.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth each stock option grant made during the
fiscal year 2001 to the Chief Executive Officer named in the Summary
Compensation Table above:
INDIVIDUAL GRANTS
Number of % of Total
Securities Options Exercise Market
Underlying Granted to or Base Price
Options/SARs Employees in Price on Date Expiration
Name Granted (#) Fiscal Year $/sh) of Grant Date
Dennis Schlagel 1,000,000 27% $.15 $.16 8/1/04
Blair J. Merriam 500,000 14% $.15 $.16 8/1/04
- ------------------
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following tables contain option data for the Chief Executive
Officer and other named executive officers of the Company for the fiscal year
ended March 31, 2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End FY-End(1)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Unexercisable Unexercisable
Blair J. Merriam(2) -0- 500,000/-0- $-0-/$-0-
Dennis Schlagel -0- 1,000,000/-0- $-0-/$-0-
- --------------------
(1) Computed based on the differences between the fair market value
(closing price) on March 31, 2001, ($0.0781 per share) and aggregate exercise
prices.
(2) Mr. Blair J. Merriam first obtained Common Stock in the Company in
August, 1997, and has since acquired a substantial holding of Common Stock
And Common Stock options. See "Principal Shareholders."
- --------------------
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than ten percent
Shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of
the copies of such forms received by it, or written representations from
certain reporting persons, the Company believes that, during the fiscal year
ended March 31, 2001, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
ELECTION OF DIRECTORS
General Information
The Board has responsibility for establishing broad corporate policies
and for the overall performance of the Company, although it is not involved
in day-to-day operations except where a Board member is also an officer of
the Company. Members of the Board are kept informed of the Company's
businesses by various operating and financial reports and documents sent to
them by officers of the Company. The Company has not established regular
meetings of the Board. Special meetings are held when necessary. The
organizational meeting follows immediately after the Annual Meeting of
Shareholders. The Board held no meetings in the Company's fiscal year ended
March 31, 2001. All Board action was taken by unanimous written consent, 34
occasions for the fiscal year ended March 31, 2001.
The Nominees
It is proposed that three directors, two of whom are non-employee
directors, be elected to hold office until the next Annual Meeting of
Shareholders and until their successors have been elected. The Board has
approved the persons named below as management's nominees and, unless
otherwise marked, a proxy will be voted for such persons. Two of the
nominees currently serves as directors, one of which was appointed to his
position upon the change of control of the Company associated with the
termination of its bagel and delicatessen business in 1999. The other
current director was appointed to his position in October, 1999.
Although management does not anticipate that any of the persons named
below will be unable or unwilling to stand for election, a proxy, in the
event of such an occurrence, may be voted for a substitute designated by the
Board. However, in lieu of designating a substitute, the Board may amend
the By-Laws to reduce the number of directors.
UNLESS SPECIFIED OTHERWISE, EACH PROXY SUBMITTED WILL BE VOTED FOR
THE PERSONS NOMINATED BY MANAGEMENT FOR DIRECTORS OF THE COMPANY, BEING
DENNIS SCHLAGEL, DANIEL THORNTON AND WILLIAM LIVINGSTON. Cumulative voting
of shares is not allowed for any purpose. Assuming a quorum is present, the
three nominees receiving the highest number of votes cast will be elected as
directors.
The following table sets forth certain information as to each nominee
for election as directors of the Company:
POSITIONS WITH BOARD POSITION
NAME AGE THE COMPANY HELD SINCE TERM
EXPIRES
Dennis Schlagel 62 President, Chief 1999 Successor's
Executive Officer, election
Secretary, Treas.,
Director
Daniel Thornton 41 Director 1999 Successor's
election
William Livingston 79 Director Not Applicable Successor's
Election
- --------------------
Mr. Dennis Schlagel has been President, Secretary, Treasurer and a
director of the Company since the sale of the Company's bagel business in
April, 1999. Mr. Schlagel is semi-retired and lives from fall through
spring near Hermosillo, Mexico. He devotes only part of his time to the
affairs of the Company. Prior to joining the Company, Mr. Schlagel was from
February, 1994, general manager of Beltropic, Inc., a Wyoming corporation
engaged in farming and the produce export, sales and distribution business
in northern Mexico. Prior to and after serving in the Army in 1961, Mr.
Schlagel attended Chico State College, California, and California
Polytecnic, respectively.
Mr. Daniel Thornton has been a director of the Company since October 1,
1999. In September of 2001, Mr. Thornton assumed the position of CEO for
BioNovae, Inc. a Nevada corporation involved in the selling of Dietary
Supplements. Previously, he served as CEO of Port Omega, Inc., from
November of 2000, to September of 2001. Port Omega is a membership driven
web site operating within the Internet industry. In June, 2000, Mr.
Thornton assumed a position as director of sales and marketing and general
manager of Capnet Gateway Online Services,an internet-based healthcare
information and management services portal for Meridian Holdings, Inc. Mr.
Thornton was a member of the board of directors of Meridian subsidiary
InterCare.com, Inc. From September 1996 to April, 2000, Mr. Thornton was
Chief Executive Officer of BioSynergy Nutriceuticals, Inc., a supplier of
raw materials and secondary ingredients to the dietary supplement industry.
For 2 years prior to September 1996, he was Chief Executive Officer of
Stevion Co.
Mr. William Livingston will be a new director upon his election. Mr.
Livingston has been retired for longer than five years. Prior to retirement,
he spent most of his working career in various facets of the brokerage and
investment business.
Compensation of directors
Directors who are full-time employees of the Company receive no
additional compensation for services as a director.
During fiscal year 2001, non-employee directors received a 25,000
share distribution of shares of Common Stock.
COMPANY NAME CHANGE
The Company proposes to change its name from Web4Boats.com, Inc. to
Federal Security Protection Services, Inc. through an amendment to its
Articles of Incorporation. Due to the lack of success in raising additional
money in order to finance the continuing operations of the Company's website
related to sales of boats and the lack of any significant revenues from the
operation of the website, the Company is planning to close its website by
January 31, 2002. In addition, the Company's Board of Directors has
determined that the recent terrorist events and the imposition of stricter
security in many everyday activities offers an opportunity for the Company
to become engaged in the security business. The Board in January, 2002,
authorized its General Manager to commence a search for one or more
acquisitions of companies engaged in the security business. No such
acquisition targets have yet been identified. In furtherance of its plan to
change businesses, the Company's Board has determined that it should change
its name to one more closely associated with that new business. The Company
is also seeking a new management team to develop its new business direction.
REVERSE STOCK SPLIT
The Company proposes to make a reverse split of its Common Stock such
that each holder of Common Shares at the close of business on March 25,
2002, will receive one(1) share of Common Stock in exchange for each ten
(10) shares currently owned. The par value per share of Common Stock
($.001) will not change. Due to the large number of shares outstanding, the
Company's Board of Directors has determined that it's future acquisition
plans and any financing arrangement that might be accompanied with such an
acquisition would be more easily accomplished if the Company had fewer
shares outstanding as a percent of its authorized shares. The Board
believes that any future first acquisition of an operating company will
require the issuance of a large portion of the Company's Common Stock
relative to what is then outstanding thereby leaving relatively few shares
then available for the Company to engage in any equity financing.
Presently, the Company has outstanding approximately twenty-seven
percent (27%) of its authorized Common Stock--approximately 27,000,000
shares are outstanding of its 100,000,000 shares of Common Stock authorized
in its Articles of Incorporation. It is not uncommon for an acquisition
such as the Company contemplates to require the issuance of shares such that
the shareholders of the acquired company then own eighty or ninety percent
(80-90%) of the acquiring Company's outstanding shares (resulting in a so-
called reverse merger). Such an acquisition would not be possible for the
Company with the current level of outstanding shares. The Board believes
that reducing the number of outstanding shares to two-and-seven-tenths
percent (2.7%) of the Company's authorized shares of Common Stock will give
the Board and the Company much more flexibility in its search for an
acquisition target and improve the Company's ability to provide a return to
its Shareholders. The Company's management has no acquisition targets
selected, but believes that preparation for such an acquisition at this time
will improve the Company's ability to negotiate a favorable transaction.
The reverse split, if approved, will substantially increase
Management's ability to dilute the interests of current security holders
without further Shareholder approval. The dilution will result from the
issuance of shares of Common Stock merely through Board approval. All
holders of outstanding shares of Common Stock will on a per share basis be
affected identically. Some Shareholders, however, will, as a practical
matter, have a negative effect because the reverse split may leave that
Shareholder with partial shares, fewer than 100 shares or some other amount
of shares which will make it uneconomical to sell such shares because of the
small amount of gross proceeds from such a sale as compared with the fees
imposed by selling agents or brokers making such a sale for the Shareholder.
Although it is reasonable to expect that upon effectiveness of the reverse
split that the market price per share will increase by a factor of ten (ten
times the market price just prior to the effectiveness of the reverse
split), there can be no assurance that the market price will not thereafter
decline.
Finally, although the par value ($.001 per share) will not change, the
effect on the financial statements in the balance sheet's equity section
will be minimal because the par value is so low. In particular, ninety
percent (90%) of the capital in "Common Stock" on the balance sheet will be
moved to "Paid in Capital, an amount of approximately $24,300. The 2001
financial statements, Management's Discussion and Analysis of Financial
Condition and Results of Operations, and other financial information are
included in the enclosed Form 10-KSB and Form 10-QSB for the quarter ended
September 30, 2001. As of December 14, 2001, the Company had 27,082,089
shares of Common Stock outstanding and 70,000 shares of Series A Preferred
Stock.
Other than the vote on the reverse split, Shareholders will have to do
nothing further to implement the reverse split. Old share certificates will
be exchanged for new share certificates of a different color reflecting the
reverse split only as they are otherwise processed through the Company's
transfer agent. Shareholders may at their own expense voluntarily submit
their old certificates for replacements if they so desire.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At the Annual Meeting, the Shareholders will be asked to ratify the
appointment of Carl Sanko, CPA as the Company's independent public
accountants for 2002. Carl Sanko was the Company's independent public
accountants for the fiscal year ended March 31, 2001.
The Company does not expect a representatives from Carl Sanko to be
present at the Annual meeting of Shareholders.
Audit Fees
The Company paid $6,800 to Carl Sanko, CPA, for the audit of its 2001
financial statements and $9,400 for the reviews of the financial statements
included in the Company's Forms 10-QSB.
Other Fees
The Company paid Carl Sanko, CPA $1,250 in fees for preparation of tax
returns in the fiscal year 2001. The Company has not engaged Carl Sanko,
CPA, for Systems Implementation and Design Services and has not paid for any
such services.
AUDIT MATTERS AND REPORT
The Company has no audit committee nor has it adopted a written
charter for such a committee. Such a committee would review the financial
status of the Company. All duties of an audit committee are performed by
the Company's Board of Directors. Two of the directors are independent as
defined under the rules of the National Association of Securities Dealers,
Inc.
In accordance with regulations of the Securities and Exchange
Commission, the Board of Directors has issued the following report.
Audit Report for the Year Ended March 31, 2001
To Our Shareholders:
Management has the primary responsibility for the financial statements
and the reporting process, including the system of internal controls. The
Board of Directors monitors the Company's financial reporting processes and
systems of internal control and the independence and the performance of the
independent accountants.
Management has represented to the Board of Directors that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Board of Directors has
reviewed and discussed the consolidated financial statements with management
and the independent accountants. The Board of Directors has discussed with
the independent accountants their evaluation of the accounting principles,
practices and judgments applied by management, and the Board has discussed
any items required to be communicated to it by the independent accountants
in accordance with standards established by the American Institute of
Certified Public Accountants.
The Board has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended by Statements on Auditing
Standards Nos. 89 and 90. In addition, the Board has received from the
independent auditors the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with them their independence from the Company and
its management. And, the Board Thehas considered whether the
independent auditors' provision of non-audit services to the Company is
compatible with the auditors' independence. The Board of Directors has
received assurances from the independent accountants describing any
relationships with the Company that may bear on their independence and has
discussed with the independent accountants the accountants' independence
from the Company and its management. The Board has reviewed the audit fees
of the independent accountants. It has also reviewed any non-non-audit
services and fees to assure compliance with policies restricting the
independent accountants from performing services that might impair their
independence.
The Board of Directors discussed with the Company's independent
accountants the overall scope of and plans for their audit. The Board has
metdiscussed with the independent accountants to discuss the Company's
financial reporting processes and internal controls. The Board has reviewed
significant audit findings prepared by the independent accountants together
with management's responses.
In reliance on the reviews and discussions referred to above, the
Board of Directors approved the inclusion of the audited consolidated
financial statements in the Company's Annual Report on Form 10-KSB for the
year ended March 31, 2001.
Board of Directors
Dennis Schlagel
Daniel Thornton
SHAREHOLDERS PROPOSALS
The Company anticipates that the next Annual Meeting of Shareholders
will be held in 2003. Proposals by Shareholders of the Company to be
presented at the 2003 Annual General Meeting of Shareholders must be
received by the Company no later than October 21, 2002, to be included in
the Company's Proxy Statement and proxy for that meeting. If a Shareholder
intends to submit a proposal at the meeting that is not included in the
Company's proxy statement, and the Shareholder fails to notify the Company
prior to October 21, 2002, of such proposal, then the proxies appointed by
the Company's management would be allowed to use their discretionary voting
authority when the proposal is raised at the annual meeting, without any
discussion of the matter in the proxy statement. The proponent must be a
record or beneficial owner entitled to vote on his or her proposal at the
next Annual Meeting and must continue to own such security entitling him or
her to vote through that date on which such meeting is held. The proponent
must own 1% or more of the outstanding shares or $2,000.00 in value of the
Company's Common Stock and must have owned such shares for one year in order
to present a Shareholder proposal to the Company.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB concerning the operation of
the Company during the fiscal year ended March 31, 2001, including certified
financial statements for the year then ended, and the Form 10-QSB for the
fiscal quarter ended December 31, 2001, have been enclosed with this Proxy
Statement. The Form 10-KSB and Form 10-QSB are incorporated in this Proxy
Statement and are to be considered a part of the soliciting material.
OTHER MATTERS
The Board knows of no other business to be presented at the Annual
Meeting. If other matters properly come before the Meeting, the persons
named in the accompanying form of Proxy intend to vote on such other matters
in accordance with their best judgment.
By Order of the Board of Directors
Dennis Schlagel, Corporate Secretary
WEB4BOATS.COM, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF WEB4BOATS.COM, INC.
(THE "COMPANY") FOR THE ANNUAL GENERAL MEETING OF ITS SHAREHOLDERS (THE
"MEETING") TO BE HELD ON MARCH 12, 2002.
The undersigned hereby appoints Dennis Schlagel, Director, President
and Chief Executive Officer of the Company, or failing him, Daniel Thornton,
Director of the Company, or instead of either of the foregoing,
___________________________ (INSERT NAME), as nominee of the undersigned,
with full power of substitution, to attend and vote on behalf of the
undersigned at the Meeting to be held at the offices of Abramovitz &
Merriam, Suite 770, 1625 Broadway, Denver, Colorado 80202, on March 12, 2002
at 3:00 p.m. local time, and at any adjournments thereof, and directs the
nominee to vote or abstain from voting the shares of the undersigned in the
manner indicated below:
1. ELECTION OF DIRECTORS
The nominees for director proposed by management of the Company are:
DENNIS SCHLAGEL DANIEL THORNTON WILLIAM LIVINGSTON
VOTE FOR [ ] / WITHHOLD VOTE FOR [ ] THE ELECTION OF ALL NOMINEES LISTED
ABOVE (EXCEPT THOSE WHOSE NAMES THE UNDERSIGNED HAS DELETED).
2. NAME CHANGE
VOTE FOR [ ] / WITHHOLD VOTE FOR [ ]THE CHANGE OF THE COMPANY'S NAME TO
"FEDERAL SECURITY PROTECTION SERVICES, INC."
3. REVERSE SPLIT
VOTE FOR [ ] / WITHHOLD VOTE FOR [ ] THE REVERSE SPLIT OF THE COMPANY'S
SHARES SUCH THAT ONE (1) SHARE OF COMMON STOCK IS ISSUED IN EXCHANGE FOR
EACH TEN (10) SHARES OF COMMON STOCK OUTSTANDING ON MARCH 25, 2002.
4. COMPANY AUDITORS
VOTE FOR [ ] / WITHHOLD VOTE FOR [ ] THE RATIFICATION OF THE APPOINTMENT OF
CARL SANKO, CPA, AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR 2002, AT A REMUNERATION TO BE FIXED BY THE DIRECTORS.
A PROXY WILL NOT BE VALID UNLESS THE COMPLETED, SIGNED AND DATED FORM OF
PROXY IS DELIVERED, BY MAIL, FACSIMILE OR BY HAND TO US STOCK TRANSFER, 1745
GARDENA AVENUE, #200, GLENDALE, CALIFORNIA 91204, FACSIMILE NO. (818) 502-
0674 NOT LATER THAN 12:00 P.M. PACIFIC TIME ON MARCH 11, 2002 IN ORDER TO BE
VALID FOR USE AT THE MEETING.
ANY ONE OF THE JOINT HOLDERS OF A SHARE MAY SIGN A FORM OF PROXY IN RESPECT
OF THE SHARE BUT, IF MORE THAN ONE OF THEM IS PRESENT AT THE MEETING OR
REPRESENTED BY PROXYHOLDER, THAT ONE OF THEM WHOSE NAME APPEARS FIRST IN THE
REGISTER OF MEMBERS IN RESPECT OF THE SHARE, OR THAT ONE'S PROXYHOLDER, WILL
ALONE BE ENTITLED TO VOTE IN RESPECT THEREOF. WHERE THE FORM OF PROXY IS
SIGNED BY A CORPORATION, EITHER ITS CORPORATE SEAL MUST BE AFFIXED OR THE
FORM SHOULD BE SIGNED BY THE CORPORATION UNDER THE HAND OF AN OFFICER OR
ATTORNEY DULY AUTHORIZED IN WRITING.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A
SHAREHOLDER, TO ATTEND AND ACT FOR THE SHAREHOLDER AND ON THE SHAREHOLDER'S
BEHALF AT THE MEETING OTHER THAN EITHER OF THE NOMINEES DESIGNATED IN THIS
FORM OR PROXY, AND MAY DO SO BY INSERTING THE NAME OF THAT OTHER PERSON IN
THE BLANK SPACE PROVIDED FOR THAT PURPOSE IN THIS FORM OF PROXY OR BY
COMPLETING ANOTHER SUITABLE FORM OF PROXY.
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED OR WITHHELD FROM VOTING IN
ACCORDANCE WITH THE INSTRUCTIONS OF THE SHAREHOLDER ON ANY BALLOT, AND WHERE
A CHOICE WITH RESPECT TO A MATTER TO BE ACTED ON IS SPECIFIED, THE SHARES
WILL BE VOTED ON A BALLOT IN ACCORDANCE WITH THAT SPECIFICATION. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO MATTERS IDENTIFIED OR
REFERRED TO IN THE ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING FOR WHICH
NO INSTRUCTION IS GIVEN AND WITH RESPECT TO OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING. IN RESPECT OF A MATTER SO IDENTIFIED OR REFERRED TO
FOR WHICH NO INSTRUCTION IS GIVEN, THE NOMINEES NAMED IN THIS PROXY WILL
VOTE SHARES REPRESENTED THEREBY FOR THE APPROVAL OF SUCH MATTER.
THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.
DATED: ____________________________, 2002
_________________________________________
Signature of Shareholder
_________________________________________
(PLEASE PRINT NAME HERE AS IT APPEARS ON
THE STOCK CERTIFICATE)