-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VxoqtAts/XF3VtAveM1SlbINm7C4pBBBhW9seT5jZwm7fn+Rd+ocvm+Drr2HOO3m 65C3zfxMkakS0nYJ9YOCSQ== 0001062993-08-002895.txt : 20080623 0001062993-08-002895.hdr.sgml : 20080623 20080623172223 ACCESSION NUMBER: 0001062993-08-002895 CONFORMED SUBMISSION TYPE: DEFN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080708 FILED AS OF DATE: 20080623 DATE AS OF CHANGE: 20080623 EFFECTIVENESS DATE: 20080623 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InfoLinx Communications Ltd. CENTRAL INDEX KEY: 0001384194 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 131026995 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEFN14A SEC ACT: 1934 Act SEC FILE NUMBER: 333-139805 FILM NUMBER: 08912820 BUSINESS ADDRESS: STREET 1: 815 WEST HASTINGS STREET STREET 2: SUITE 610 CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 BUSINESS PHONE: 604-676-1475 MAIL ADDRESS: STREET 1: 815 WEST HASTINGS STREET STREET 2: SUITE 610 CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jones Matthew W CENTRAL INDEX KEY: 0001438337 FILING VALUES: FORM TYPE: DEFN14A BUSINESS ADDRESS: BUSINESS PHONE: 604-990-9368 MAIL ADDRESS: STREET 1: 180 PEMBERTON AVE. CITY: NORTH VANCOUVER STATE: A1 ZIP: V7P 2R5 DEFN14A 1 defn14a.htm DEFINITIVE PROXY STATEMENT FILED BY NON-MANAGEMENT InfoLinx Communications Ltd. - Schedule 14A Information

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to § 240.14a -11(c) or § 240.14a -12

INFOLINX COMMUNICATIONS LTD.
(Name of Registrant as Specified In Its Charter)

Matthew Jones, Director
Name of Person(s) Filing Proxy Statement, if other than the 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 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 aggregate offering price:

     

  5.  Total fee paid:
     
     
  [ ] Fee paid previously with preliminary materials.
  [ ]

Check box is 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 Number:
     
     
  3.  Filing party:
     
     
  4.  Date filed:
     

Notes:


PROXY STATEMENT

INFOLINX COMMUNICATIONS LTD.
180 Pemberton Avenue
North Vancouver, British Columbia
V7P 2R5

     This Proxy Statement is furnished to shareholders at the discretion and on behalf of Matthew Jones a Directors of InfoLinx Communications Ltd., a Nevada corporation (the “Company”), for the purpose of soliciting proxies for use at the Meeting of Shareholders of the Company to be held at 180 Pemberton Avenue, North Vancouver, British Columbia, V7P 2R5, on Tuesday, July 8th, 2008 at 2:00 pm. The shares represented by the proxy will be voted in the manner specified in the proxy. To the extent that no specification is made as to the proposals set forth in the notice of meeting accompanying this Proxy Statement, the proxy will be voted in favour of such proposals. However, any proxy given pursuant to this solicitation may be revoked at any time before it is exercised by giving written notice of such revocation to the Secretary of the Company, by appearing at the meeting and voting in person, or by submitting a later dated proxy. A revocation that is not timely received shall not be taken into account, and the original proxy shall be counted.

     Shareholder proposals must be submitted to the Company not later than June 19th, 2008, in order to be included in those matters considered at the next Meeting of this Company. The cost of preparing, assembling and mailing this Proxy Statement, the Notice of Meeting of Shareholders and the accompanying Proxy is being borne by the Company. Brokers, dealers, banks or voting trustees, and their nominees, are requested to forward soliciting materials to the beneficial owners of shares and will be reimbursed for their reasonable expenses. This Proxy Statement and accompanying proxy will be mailed to shareholders on or before June 23rd, 2008.

VOTING SECURITIES

     The record date of shareholders entitled to notice of and to vote at the Meeting of Shareholders is the close of business on June 20th, 2008. On such date, the Company had issued and outstanding 17,893,810 shares of $0.00001 par value common stock. Each share is entitled to one vote per share on any matter which may properly come before the meeting and there shall be no cumulative voting right


on any shares. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum at the meeting. Votes withheld and abstentions will be counted in determining the presence of a quorum but will not be voted. Broker non-votes will not be counted in determining the presence of a quorum and will not be voted. Pursuant to applicable state law, there are no dissenter’s or appraisal rights relating to the matters to be voted.

     All matters to be voted on require an affirmative vote of a majority of the votes present at the meeting. As management and other major shareholders, directly or indirectly, a majority of the outstanding shares as of the record date and intend to vote in favour of all proposals, it is anticipated that all proposals will pass.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     The following table sets forth information regarding the beneficial ownership of shares of the Company’s common stock as of June 20th, 2008 (17,893,810 shares issued and outstanding) by (i) all shareholder’s known to the Company to be beneficial owners of more than 5% of the outstanding Common Stock; (ii) each director; and (iii) all officers and directors of the Company as a group. Except as may be otherwise indicated in the footnotes to the table, each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them.

Name and Address of
Beneficial Owner
Position (if any)
Amount of Beneficial
Ownership (1)
Percent of Class
(common shares)
Matthew Jones
3311 Westmount Road
W. Vancouver, BC
V7V 3G5
Director


4,379,600


25%


Tim Francis
1803 North River Drive
Kamloops, B.C.
V2B 7N4
None


1,740,000


10%


Mark Garfield
8446 Sullivan Place
Delta, B.C.
V4C 4E4
President and Director


1,189,196


6.6%


Leonas Labenskas
939 Elphinstone Street
Regina, Saskatchewan
S4T 3L7
None


1,000,000


5.6%


Alan Husejnagic
714 East 5th Street
North Vancouver, B.C.
V7L 1M9
Director, Secretary,
Treasurer

50,000


0.2%


Riley Stonehouse
1920 Glenaire Drive
North Vancouver, B.C.
V7P 1Y1
Director


210,000


1.2%


Directors, Officers and
5% stockholders in total
(6 Persons)


8,568,796

47.8 %



ELECTION OF DIRECTORS
EXECUTIVE OFFICERS

     The Company’s Board of Directors is currently composed of three members. The Company’s Bylaws provide that Directors are to serve only until the next Annual Meeting of Shareholders or until their successors are elected and qualified. The Directors and Executive Officers of the Company are not a party to any material pending legal proceedings and, to the best of their knowledge, no such action by or against them has been threatened.

(a) Officers and Directors.

Matthew Jones, President and Director

Matthew Jones, age 49. Mr. Jones is the Founder of InfoLinx Communications Ltd. and has served as the Company President and Managing Director from its inception in October 2000 to March of this year. During this time Mr. Jones has been successful in developing the InfoLinx product and building relationships with the major US Cable Companies, such as, Comcast, Cox and Time Warner Cable. Focusing strictly on the launch of Interactive TV, Mr. Jones has managed to position InfoLinx to take advantage of the current launch of ETV (interactive TV that runs on legacy set top boxes) by the major Cable Networks in the United States.

From March 1998 until January 2003, Mr. Jones was the principal of Matthew Jones and Associates, a real estate consulting firm that has been involved in all aspects of real estate business, including commercial property analysis, land assembly marketing and marketing campaign development, and sales of detached and multi-family homes. He received a Bachelors Degree in business from Simon Fraser University in 1981.

Alan Husejnagic, Director, Secretary / Treasurer

Alan Husejnagic, age 32. Mr. Husejnagic is an accomplished professional in the fields of Media, Marketing and Advertising. His primary role with InfoLinx Communications Ltd. will be to implement strategies for client acquisition and business partnerships.

Between 2007-2008, Mr. Husejnagic specialized in television production as an executive producer of a weekly sports series on The Score Television Network. From 2001-present, Mr. Husejnagic co-founded a number of successful E-commerce ventures, most notably Vancouver Media Group Inc., an agency for advanced marketing applications. Mr. Husejnagic holds BSc. Degrees in Chemistry and Psychology from University of British Columbia (1998).

Riley Stonehouse, Director

Riley Stonehouse age 31 . Mr Stonehouse for the past 10 years has been involved in all aspects of programming and interface design development including server side Java development, Ruby on Rails database and server management as well as Internet, search engine and Interactive TV design and development. Mr Stonehouse has worked for eCharge Corporation, Ocentrix Inc. and AeroInfo in Java development and InfoLinx Communications Ltd in Interactive TV design and development.

Mr Stonehouse for the past 3 years has worked as Director of Research & Development at Vancouver Media Group, developing custom software and media solutions for the Internet, Search Engines and Television content and support media.

Mr Stonehouse holds a diploma in Computer Systems from BCIT in Vancouver B.C. (1998).


(b) Certain Relationships and Related Transactions

     Other than as set forth below, there are no relationships, transactions, or proposed transactions to which the Company was or is to be a party, in which any of the named persons set forth previously had or is to have a direct or indirect material interest.

     The officers and directors of the Company receive compensation for services that they provide to the Company. See “Executive Compensation” below.

(1) Other Business Activities

     Certain of the officers and directors of the Company are engaged in other businesses, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on a board of directors. As a result, certain conflicts of interest may arise between the Company and its officers and directors. The Company will attempt to resolve such conflicts of interest in favor of the Company. The officers and directors of the Company are accountable to it and its shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling the Company’s affairs. A shareholder may be able to institute legal action on behalf of the Company or on behalf of itself and other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts is in any manner prejudicial to the Company.

(c) Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, certain officers and persons holding 10% or more of the Company’s common stock to file reports regarding their ownership and regarding their acquisitions and dispositions of the Company’s common stock with the Securities and Exchange Commission. The Company is unaware that any required reports were not timely filed.

(d) Committees of the Board of Directors.

The Company does not currently have standing audit, nominating, and compensation committees.

Security holders wishing to communicate with the Company’s Board of Directors should contact Company Director, Matthew Jones by telephone at: (604) 990-9368 or by email at mwjones@shaw.ca .

(e) Meetings of the Board of Directors.

During the last fiscal year (ended November 30th, 2007), the total number of meetings of the Board of Directors which were held is none. None of the incumbent directors of the Company attended less than 75 percent of the total meetings.


EXECUTIVE COMPENSATION

Save and except as described below, none of the officers and directors compensation exceeded $100,000 for the last fiscal year (12 months ending November 30th, 2007). All officers and directors will be reimbursed for expenses incurred on behalf of the Company including director expenses pertaining to attendance at meetings. It is anticipated that additional management will be hired as the Company develops and revenue is generated. The salaries paid to new employees will be consistent with the salaries of others in similar positions in the industry.

Summary Compensation Table

Name and
principal
position
(a)
Year
(b)
Annual Compensation Long-term compensation
Salary
($)
(c)
Bonus
($)
(d)
Other
annual
compensation
($)
(e)
Awards Payouts All other
compensation
($)
(i)
Restricted
stock
award(s)
($)
(f)
Securities
underlying
options/
SARs
(#)
(g)
LTIP
payouts
($)
(h)
Matthew Jones
President and
Director
2007
2006
2005
$19,000
$48,000
$11,500
0
0
0
0
0
0
0
0
0
None
None
0
0
0
0
0
0
Alan Husejnagic
Director,
Secretary,
Treasurer
2007


nil


0


0


0


None


0


0


Riley Stonehouse
Director
2007
2006
2005
$10,000
$10,217
$12,979
0

0

0

None

0

0

     (a) To date, no options have been granted.

     (b) There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.

     (c) The $48,000.00 that was paid to Matthew Jones in 2006 was paid by issuing shares in the Company that were earned in 2005 and 2006


P R O X Y
INFOLINX COMMUNICATIONS LTD.
Meeting of Shareholders To Be Held July 8
th, 2008

THIS PROXY IS SOLICITED ON BEHALF OF Matthew Jones, Company Director. The undersigned hereby appoints Matthew Jones or, in his absence, Alan Husejnagic, as proxy of the undersigned, with full power of substitution, and hereby authorizes him to represent and to vote at the Meeting of Shareholder of InfoLinx Communications Ltd. (the “Company”) to be held on July 8th, 2008 as designated below, all of the common stock of the Company held of record by the undersigned on June 20th, 2008 at 180 Pemberton Avenue, North Vancouver, B.C. at 2:00 pm for matters that properly may come before the meeting or any adjournment thereof including the following matters:

1. ELECTION OF DIRECTORS (circle one):  
   
FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below
   
Matthew Jones    
     
Alan Husejnagic    
     
Riley Stonehouse    
     
FOR AGAINST ABSTAIN
     
2. TO VOTE AS THE PROXYHOLDER WISHES REGARDING ANY OTHER MATTER THAT MAY COME BEFORE THE MEETING
 
FOR AGAINST ABSTAIN
     
This proxy will be voted as specified. IF NO SPECIFICATION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE.

Dated: _________________, 2008  
(Print Name of Shareholder)  
   
   
(Signature of Shareholder)  

Note: Please sign exactly as name appears on stock certificate (as indicated on reverse side). All joint owners should sign. When signing as personal representative, executor, administrator, attorney, trustee or guardian, please give full title as such. If a corporation, please sign in full corporation name by President or other authorized person. If a partnership, please sign in partnership name by a partner.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.


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