SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ABSS, CORP.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ABSS, Corp.
385 Freeport, #1
Sparks, NV 89431
917-981-4569
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 2004
Notice is hereby given that the Annual Meeting of Shareholders of ABSS, Corp., a
Delaware corporation (the "Company"), will be held at 3:00 p.m. Pacific Standard
Time on Friday, May 7, 2004, at 580 Grand Ave., 2nd Floor, Oakland, CA 94610 for
the following purposes:
1. To elect three (3) directors to the Board of Directors for the ensuing
year;
2. To change name of the Company to NT Holding Corp.;
3. To re-incorporate the domicile of the Company from Delaware to Nevada;
4. To approve the engagement of independent auditors, Madsen &
Associates;
5. To approve increase in authorized shares from twenty (20) million to
one hundred (100) million;
6. To approve the Company's Employee Stock Option Plan;
7. To approve a reverse stock split (pro-rata reduction of outstanding
shares) of up to 1-4 of the Company's issued and outstanding shares of
Common Stock; and
8. To consider and act upon such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on April 12, 2004 as the
record date for determining the shareholders entitled to notice of, and to vote
at the meeting or any adjournment thereof.
It is important that all shareholders be represented at the Annual Meeting. We
urge you to sign and return the enclosed Proxy as promptly as possible, whether
or not you plan to attend the meeting. The Proxy should be returned in the
enclosed postage prepaid envelope. If you do attend the Annual Meeting, you may
then withdraw your Proxy. The Proxy may be revoked at any time prior to its
exercise.
By Order of the Board of Directors,
ANDRE TODD, Director and Secretary
Sparks, Nevada
April 12, 2004
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ABSS, Corp.
385 Freeport, #1
Sparks, NV 89431
917-981-4569
PROXY STATEMENT
April 12, 2004
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 2004
GENERAL INFORMATION
This Proxy Statement is furnished by the Board of Directors (the "Board
of Directors") of ABSS, Corp., a Delaware corporation (the "Company"), to the
shareholders of the Company in connection with a solicitation of proxies for use
at the Annual Meeting of Shareholders (the "Annual Meeting") to be
held at 3:00 p.m. Pacific Standard Time on Friday, May 7, 2004 at 580 Grand
Ave., 2nd Floor, Oakland, CA 94610 and at any and all adjournments thereof. This
Proxy Statement and the accompanying materials are first being mailed to
shareholders on or about April 12, 2004. The Company's principal executive
office is located at 385 Freeport, #1, Sparks, Nevada 89431.
You may revoke the proxy at any time prior to its use by delivering a written
notice to the Secretary of the Company, by executing a later-dated proxy or by
attending the meeting and voting in person. Proxies in the form enclosed, unless
previously revoked, will be voted at the meeting in accordance with the
specifications made by you thereon, or, in the absence of such specifications
for, the election of directors nominated herein for one year.
Holders of record of shares of Common Stock, par value $.01 per share, ("Common
Stock") of the Company at the close of business on April 12, 2004, will be
entitled to one vote per share. The Common Stock will be voted together as one
class. On April 12, 2004 there are approximately 11,812,745 outstanding shares
of Common Stock of the Company. Other than the Common Stock, there are no other
outstanding voting securities outstanding.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the outstanding shares of Common Stock by persons known by the Company to
beneficially own more than 5% of the outstanding shares of Common Stock, by each
director and officer, by nominees for directors of the Company, and by all
directors and executive officers of the Company as a group:
NAMES AND ADDRESS OF
DIRECTORS, OFFICERS, AND NUMBER OF PERCENT
5% SHAREHOLDERS SHARES OWNED OF CLASS
- --------------- ------------ --------
Alan Lew 4,226,000 35%
Aaron Etra(*) 50,000 0.6%
Andre Todd(*) 0 0%
Communications Holding Corp. (*) 4,000,000 33%
* Mr. Etra and Mr. Todd are Directors of Communications Holding Corp. which owns
4,000,000 shares of the Company's common stock.
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PROPOSALS FOR SHAREHOLDER APPROVAL
The following material sets forth eight proposals. The current Board of
Directors controls the voting of approximately 8,276,000 shares of Common Stock
or 70.05%% of the shares issued and outstanding and entitled to vote. The
Directors intend to vote all of their shares in favor of each proposal.
PROPOSAL #1:
APPOINTMENT OF THREE DIRECTORS FOR ABSS, CORP.
Proposal #1 is to elect our new Board of Directors which will consist
of three directors to hold office until the next annual meeting of our
shareholders or until their respective successors are elected and qualified.
The Company's By-Laws state that there shall not be less than three
directors or more than fifteen. In accordance with the By-Laws of the Company,
vacancies will be filled by the affirmative vote of a majority of the remaining
directors who shall serve until their respective successors are duly elected at
next year's annual meeting. If any nominees declines to serve or becomes
unavailable for any reason, or if any vacancy occurs before the election
(although the Company knows of no reason that this would occur), the proxies may
be voted for such substitute nominees as the Company may designate.
BOARD OF DIRECTORS AND OFFICERS
Our operations are managed under the broad supervision and direction of
the Board of Directors, which has the ultimate responsibility for the
establishment and implementation of our general operating philosophy,
objectives, goals and policies.
Sets forth below are the names, ages, and positions of the Directors and
Executive Officers of the Company.
NAME AGE POSITION
- ---- --- --------
Alan Lew 31 Director, CEO, CFO, President
Aaron Etra 62 Director
Andre Todd 40 Director and Secretary
The following is a biographical summary of our directors and officers:
ALAN LEW is the Director and President of the Company since July 2003. Mr. Lew
has vast experience and contacts in the biotechnology industry. He was most
recently a Clinical Site Manager with Pfizer, Inc. At Pfizer, Inc., part of his
responsibilities included monitoring and locating new physicians for
investigational trials. Mr. Lew has also worked for Memorial Sloan-Kettering
Hospital (New York), Acorda Therapeutics and Pharmacia.
AARON ETRA is the Director of the Company since 2003. Mr. Etra is an attorney
and counselor at law specializing in commercial, corporate, tax and personal
law. Mr. Etra has an extensive background in real estate, and is the President
of Investors & Developers Associates, Inc., which develops commercial,
residential and industrial properties in the United States. Mr. Etra's extensive
professional and community memberships includes: NY City Bar Association, Real
Estate Board of New York, Chairman of Committee on African Affairs-Council on
International Affairs, World Council of Peoples for the U.N., U.N.
Representative to the Mexican Academy of International Law, as well as several
other various Bar Associations and charitable organizations. Mr. Etra holds a
Bachelor of Arts degree in Political Science and Economics from Yale University,
Juris Doctor (J.D.) from Columbia University, and LLM from New York University.
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ANDRE TODD is the Secretary and Director of the Company since September 2003.
Mr. Todd's experience includes capital markets, technical analysis and
operations for trading departments. Mr. Todd is a Vice President of Goldman
Associates, a research entity providing technical analysis and testing models
for day traders. He had also been employed at Bear Stearns. Mr. Todd holds a
Bachelors degree from Oregon State University, where he was a linebacker on the
football team.
Unless otherwise instructed, it is the intention of the persons named
in the accompanying form of proxy to vote shares represented by properly
executed proxies for the three nominees of the Board named above. If a quorum is
present and voting, the three nominees for director receiving the highest number
of votes will be elected as directors. Abstentions and "broker non-votes" will
not have any effect on the outcome of this proposal.
The Board recommends a vote "For" the election of all of the nominees
named above.
PROPOSAL #2
TO CHANGE NAME OF THE COMPANY TO NT HOLDING CORP.
Proposal #2 is to change name of the Company to NT Holding Corp. The
Company believes it would best reflect the new direction of the Company.
The Board recommends a vote "For" changing the name of the Company to
NT Holding Corp.
PROPOSAL #3
TO RE-INCORPORATE THE DOMICILE OF THE COMPANY FROM DELAWARE TO NEVADA
Proposal #5 is to re-incorporate the domicile of the Company from
Delaware to Nevada. The Company believes it would be cost effective to change
the domicile to State of Nevada.
The Board recommends a vote "For" re-incorporation of the Company's
domicile from Delaware to Nevada.
Proposal #4
TO RATIFY THE ENGAGEMENT OF INDEPENDENT AUDITORS, MADSEN & ASSOCIATES.
Proposal #4 is to ratify the engagement of independent auditors, Madsen
& Associates. The Company believes that Madsen & Associates will perform their
auditing and other related functions in an expeditious and efficient manner.
The Board recommends a vote "For" approving the engagement of
Independent Auditors, Madsen & Associates.
Proposal #5
TO APPROVE INCREASE IN AUTHORIZED COMMON SHARES FROM TWENTY (20) MILLION TO
ONE HUNDRED (100) MILLION
Proposal #5 is to approve an amendment to the Company's articles of
incorporation to increase the authorized shares from twenty (20) million shares
of common stock to one hundred (100) million shares of common stock. The Company
believes that in order to grow by acquisition, the Company must have more
authorized shares at its disposal. Additional shares are needed in order to
accept infusion of capital and other contribution to the Company.
The Board recommends a vote "For" increasing the authorized shares from
twenty (20) million shares of common stock to one hundred (100) million shares
of common stock.
Proposal #6
TO APPROVE THE COMPANY'S EMPLOYEE STOCK OPTION PLAN
Proposal #6 is to approve the Company's Employee Stock Option Plan. (the
"Plan"). The Plan is intended to assist the Company and any entity which
controls, is controlled by, or is under common control with the Company in
recruiting and retaining employees, directors, officers, agents, consultants,
independent contractors and advisors and in compensating such individuals by
enabling them to participate in the future success of the Company and to
associate their interests with those of the Company and its stockholders.
The Board recommends a vote "For" the Company's Employee Stock Option Plan.
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Proposal #7
TO APPROVE A 1-4 REVERSE SPLIT OF THE COMPANY'S OUTSTANDING COMMON SHARES
Proposal #7 is to approve a reverse split of up to 1-4 of the Company's
issued and outstanding shares. The Board of Directors believes that, among other
reasons, the number of outstanding shares of our Common Stock have contributed
to a lack of investor interest in the Company and has made it difficult to
attract new investors and potential business candidates. The Board of Directors
had proposed the Reverse Stock Split as one method to attract business
opportunities in the Company.
The Board recommends a vote "For" a up to 1-4 reverse split of the
Company's issued and outstanding shares of common stock.
Proposal #8
TO CONSIDER AND ACT UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING
Proposal #8 to give the authority to the Board of Directors to consider
and act upon such other business as may properly come before the meeting. The
Company believes that it is in the shareholders best interest to allow the Board
of Directors to conduct normal day-to-day business decisions as they see fit.
The Board recommends a vote "For" giving the authority to the Board of
Directors to consider and act upon such other business as may properly come
before the meeting.
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ABSS, CORP.
Annual Meeting of Shareholders
May 7, 2004
3:00 p.m. Pacific Standard Time
You May Vote by Mail
(see instructions on reverse side)
YOUR VOTE IS IMPORTANT
PROXY
ABSS, CORP.
This Proxy is Solicited on Behalf of the Board of Directors.
Alan Lew and/or Andre Todd and/or Aaron Etra with the power of substitution, are
hereby authorized to represent the undersigned at the Special Meeting of
Shareholders of ABSS, Corp. to be held in 580 Grand Ave., 2nd Floor, Oakland, CA
94610, at 3:00 p.m., Pacific Standard Time, and to vote the number of shares
which the undersigned would be entitled to vote if personally present on the
matters listed on the reverse side hereof and in their discretion upon such
other business as may properly come before the Annual Meeting and any and all
adjournments thereof, all as set out in the Notice and Proxy Statement relating
to the meeting, receipt of which is hereby acknowledged.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, SIGN
AND DATE THIS CARD IN THE SPACES ON THE REVERSE SIDE; NO BOXES NEED TO BE
CHECKED.
[SEE REVERSE] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE]
[ SIDE ] [ SIDE ]
DETACH HERE
[ X ] Please mark votes as in this sample.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE ARTICLES OF
INCORPORATION. THIS PROXY WILL BE VOTED AS YOU DIRECT: IN THE ABSENCE OF SUCH
DIRECTION, IT WILL BE VOTED "FOR" THESE MATTERS.
FOR AGAINST
1. To re-elect (3) directors to the Board of Directors
for the ensuing year
[ ] [ ] (a) Alan Lew
[ ] [ ] (b) Aaron Etra
[ ] [ ] (c) Andre Todd;
[ ] [ ] 2. To change name of the Company to NT Holding Corp.;
[ ] [ ] 3. To re-incorporate the domicile of the Company from
Delaware to Nevada;
[ ] [ ] 4. To approve the engagement of independent auditors,
Madsen & Associates;
[ ] [ ] 5. To approve an amendment to the Company's articles of
incorporation increasing the authorized shares of the
Company from twenty (20) million shares of common
stock to one hundred (100) million shares of common
stock; and
[ ] [ ] 6. To approve the Company's Employee Stock Option Plan;
[ ] [ ] 7. To approve a reverse split of up to 1-4 of the
Company's issued and outstanding common shares.
[ ] [ ] 8. To consider and act upon such other business as may
properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign your name as it appears hereon. Joint owners should each sign.
Executors, administrators, trustees, etc., should give full title as such. If
the signer is a corporation, please sign in full corporate name by duly
authorized officer.
Signature: Date:
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Signature: Date:
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