-----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, K5QDUqLtFu/QxjzL5P+o7qudA1f3zorkc4cUmtjtW6yf0aAdfLg3a/KPaDhmN7M3 yKHFcwlma1FgkCVGg9ErKA== 0001214659-07-000883.txt : 20070424 0001214659-07-000883.hdr.sgml : 20070424 20070424113501 ACCESSION NUMBER: 0001214659-07-000883 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070509 FILED AS OF DATE: 20070424 DATE AS OF CHANGE: 20070424 EFFECTIVENESS DATE: 20070424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINOTEC GROUP INC CENTRAL INDEX KEY: 0000831378 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 760251547 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 033-20966 FILM NUMBER: 07783566 BUSINESS ADDRESS: STREET 1: 110 WALL STREET SUITE 15C CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127018527 MAIL ADDRESS: STREET 1: 1825 EYE STREET, N.W., SUITE 400 CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ONLINE INTERNATIONAL CORP /NV/ DATE OF NAME CHANGE: 19990923 FORMER COMPANY: FORMER CONFORMED NAME: CONDOR WEST CORP DATE OF NAME CHANGE: 19920703 DEF 14A 1 f42371def14a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-12 FINOTEC GROUP, INC. ----------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ----------------------------------------------------------------------------- (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 maximum aggregate value of transaction: - ------------------------------------------------------------------------------- 5) Total fee paid: - ------------------------------------------------------------------------------- PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1913 (02-02) [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - ------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - ------------------------------------------------------------------------------- 3) Filing Party: - ------------------------------------------------------------------------------- 4) Date Filed: - ------------------------------------------------------------------------------- FINOTEC GROUP, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 9, 2007 NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Finotec Group, Inc., a Nevada corporation (the "Company"), will be held at 1 Griva Digheni & Chrysanthou Street 3035 Mylona, Limassol Cyprus on May 9, 2007_at 10:00 a.m. (local time), for the following purposes: (1) To elect members of the Board of Directors to serve for the ensuing year and until their successors are elected; and (2) (i) To approve the amendment of the Company's Stock Option Plan, as amended, (a) to approve a new option plan and to increase the aggregate number of shares of the Company's Common Stock authorized for issuance under such plan by 18,000,000 shares from to be issued at fair market value, to be administered by the Board of Directors or an audit committee. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of business on May 9, 2007 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual meeting. Only holders of the Company's Common Stock at the close of business on the record date are entitled to vote at the Annual Meeting. By Order of the Board of Directors, /s/ Didier Essemini - ------------------------------------- Didier Essemini Chief Executive Officer April 22, 2007 YOUR VOTE IS IMPORTANT YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, EVEN IF YOU DO PLAN TO ATTEND, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. RETURNING A SIGNED PROXY WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE ANNUAL MEETING, IF YOU SO DESIRE, BUT WILL HELP THE COMPANY SECURE A QUORUM AND REDUCE THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN FROM THE RECORDHOLDER A PROXY ISSUED IN YOUR NAME. FINOTEC GROUP, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 9, 2007 AT 10:00 a.m. (LOCAL TIME) AT 1 Griva Digheni & Chrysanthou Street 3035 Mylona, Limassol Cyprus PROXY STATEMENT INFORMATION CONCERNING SOLICITATION AND VOTING This Proxy Statement is furnished to the shareholders of Finotec Group, Inc., a Nevada corporation (the "Company"), in connection with the solicitation of proxies by and on behalf of the Board of Directors of the Company. The proxies solicited hereby are to be voted at the Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be held at 1 Griva Digheni & Chrysanthou Street 3035 Mylona, Limassol Cyprus on May 9, 2007_at 10:00 a.m. (local time), and at any and all adjournments and postponements thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The executive offices of the Company are located at 350 5th Avenue, Suite 2712, New York, New York 10118. The telephone number is 1-866-243-0771. This Proxy Statement and the accompanying form of proxy will be mailed to shareholders entitled to vote at the Annual Meeting on or about April, 2007. A form of proxy is enclosed for your use. The shares represented by each properly executed, unrevoked proxy will be voted as directed by the shareholder for the nominees to the Board of Directors and for any other matter to be brought before the shareholders. If no direction is made, the shares represented by each properly executed proxy will be voted for management's nominees for the Board of Directors and for each other matter brought before the shareholders. Any proxy given may be revoked at any time prior to the exercise thereof by filing with the Secretary of the Company at the Company's executive offices a written instrument revoking such proxy or by the filing of a duly executed proxy bearing a later date. Any shareholder present at the Annual Meeting who has given a proxy may withdraw it and vote his shares in person if such shareholder so desires. Attendance at the meeting will not, by itself, revoke a proxy. It is contemplated that the solicitation of proxies will be made primarily by mail. The Company will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy material to the beneficial owners of the shares and may reimburse them for their expenses in so doing. Should it appear desirable to do so in order to ensure adequate representation of shares at the Annual Meeting, officers, agents and employees of the Company may communicate with shareholders, banks, brokerage houses and others by telephone, facsimile, or in person to request that proxies be furnished. No additional compensation will be paid to directors, officers or other regular employees of the Company for such services. All expenses incurred in connection with this solicitation, including preparation, assembly, printing and mailing of this Proxy Statement, will be borne by the Company. The Company has no present plans to hire special employees or paid solicitors to assist in obtaining proxies, but reserves the option of doing so if it should appear that a quorum otherwise might not be obtained. Only holders of record of the Company's Common Stock, $.001 par value, at the close of business on April 27, 2007 are entitled to notice of and to vote at the Annual Meeting. As of April 27, 2007, the Company had issued and outstanding 65,315,741 shares of Common Stock. Each share of Common Stock is entitled to one vote on all matters to be voted upon at the Annual Meeting. Votes at the Annual Meeting, including those cast in person or by proxy, will be tabulated by the Inspector of Elections appointed by the Board of Directors, who will separately tabulate affirmative and negative votes, abstentions and non-votes. Abstentions from voting and broker non-votes will be counted for purposes of determining the existence of a quorum, but are not counted for any purpose in determining whether a matter has been approved. [The Remainder of This Page Intentionally Left Blank] SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICER AND CERTAIN BENEFICIAL OWNERS The following table sets forth certain information known to the Company regarding the beneficial ownership of Common Stock as of January 31, 2007, by (i) each Director of the Company, (ii) each executive officer of the Company, (iii) all directors and executive officers as a group, and (iv) each person known to the Company to be the beneficial owner of more than 5% of its outstanding shares of Common Stock. Shares Beneficially Owned ------------------------- Percentage Directors and Executive Officers Shares Held Owned - -------------------------------- ----------- ---- Didier Essemini 34,075,983 55% Guy Senbel 2,311,232 3% Gil Ovadia option to purchase 100,000 shares Directors and Officers as a Group 38,478,633 58% (1) Percentage of ownership is based on 65,315,741 shares of Common Stock issued and outstanding as of January 31, 2007. BENEFICIAL OWNERS OF OVER 5% - ---------------------------- Gan Paradis Ltd. owns 6,115,000 unregistered Shares or 9% of the Company. Registered Office Kings Court PO Box N-3944 Bay Street Nassau, Bahamas Director Allistair Matthew Cunningham 3,057,500 of Didier Essemini's 36,175,983 shares consist of his 50% ownership of Gan Paradis Ltd. Pras Holding Ltd. owns 3,356,151 Registered shares or 5% of the Company 5th Floor Steam Paket House 70 Cross Street Manchester England M2 4JU PROPOSAL 1 -- ELECTION OF DIRECTORS NOMINEES Directors are elected at each annual meeting of shareholders and hold office until the next annual meeting of shareholders or until their respective successors are elected and qualified, or until such Director's earlier death, resignation or removal. The Board of Directors is presently composed of three members. The following persons are nominees for election as Directors of the Company, have each consented to serve as a Director if elected and are presently serving as Directors of the Company: Didier Essemini, Guy Senbel, Victor Essemini and Albert Layani, and Gil Ovadia. The three candidates receiving the highest number of affirmative votes cast at the meeting will be elected Directors of the Company. Management proxies will be voted FOR the election of all of the above-named nominees unless the shareholder indicates that the proxy shall not be voted for all or any one of the nominees. If for any reason any nominee should, prior to the Annual Meeting, become unavailable for election as a Director, an event not now anticipated, the proxies will be voted for such substitute nominee, if any, as may be recommended by management. Didier Essemini Mr. Didier Essemini is the President and a Director for the Company. Mr. Essemini graduated from the Sorbonne University in Paris with an MBA. He worked at Bank Hapoalim in Israel from 1994 to 1998. In 1998 Mr. Essemini started a brokerage company and implemented a front end internet solution for currency trading known as "Forexcash". Today Forexcash is a fully owned subsidiary of the Company. Guy Senbel Mr. Senbel is the Secretary and a Director for the Company. Mr. Senbel was President of the holding company of BS Decoration. Mr. Senbel attended University in France. Gil Ovadia Mr. Ovadia is a director of the Company. Mr. Ovadia graduated with degrees in Law & Economics from Keele University (UK). Mr. Ovadia has worked as a Solicitor in London for the last 12 years. Mr. Ovadia founded Silvergate Management Ltd. a property and financial services company which provides property and corporate management services. Victor Essemini Mr Essemini has extensive experience of human resources management, as manager of a medical analysis laboratory for 20 years and management of the analysis department of the biggest laboratory in Paris Laboratoire Deloy Albert Layani Mr Albert Layani was the founder of one of the biggest textile distribution stores with 92 stores in France and another 26 in Israel under the brands Fly and Makin. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES. PROPOSAL 2 -- APPROVAL OF NEW STOCK OPTION PLAN, AS AMENDED, AND INCREASE OF STOCK OPTIONS AUTHORIZED FOR ISSUANCE UNDER THE STOCK OPTION PLAN BY 18,000,000 SHARES OF COMMON STOCK In April of 2007, the Board approved, subject to shareholder consent, (i) a resolution to take measures necessary to provide the options, and so now seeks the approval of the Stock Option Plan, subject to shareholder approval, and (ii) to increase the aggregate number of shares of the Company's Common Stock authorized for issuance under such plan by 18,000,000 shares from to be issued at fair market value. Shareholders are requested in this Proposal 2 to approve the Stock Option Plan and to approve the increase of the aggregate number of shares of the Company's Common Stock authorized for issuance under such plan by 18,000,000 shares. The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting will be required to approve the Stock option Plan and to approve the increase of the aggregate number of shares of the Company's Common Stock authorized for issuance under such plan by 18,000,000 shares. Abstentions and brokers non-votes are counted towards a quorum but are not counted for any purpose in determining whether a matter is approved. If the Stock Option Plan is not approved, the Company will not be able to grant additional options beyond the shares remaining under the existing stock option plan. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE STOCK OPTION PLAN, AND THE INCREASE OF THE AGGREGATE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER SUCH PLAN BY 18,000,000 SHARES. The essential features of the amendment to the Stock Option Plan and the granting of the stock option to the CEO are outlined below: PURPOSE The purpose of the amendment of the Stock Option Plan is to increase the amount of shares authorized for issuance at fair market value so as to retain the services of the officers and employees of the Company, and to attract and to retain the services of persons capable of serving in the administration of the Company and to provide incentives for such persons to exert maximum efforts to promote the success of the Company. ADMINISTRATION The Stock Option Plan will be administered by the Board of Directors of the Company or an audit committee. The Board has the final power to construe and interpret the Stock Option Plan and options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board is authorized to delegate administration of the Stock Option Plan to a committee of not fewer than two members of the Board. COMMON STOCK SUBJECT TO THE STOCK OPTION PLAN If options granted under the Stock Option Plan expire or otherwise terminate without being exercised, the Common Stock not purchased pursuant to such options may become available for issuance under the Stock Option Plan. TERMS OF OPTIONS Option Exercise. The Stock Option Plan will allow the vesting of options awarded under the Stock Option Plan to be at the discretion of the Board of Directors of the Company. Exercise Price; Payment. The exercise price of the options granted under the Stock Option Plan shall be that which the Board of Directors determines to be the fair market value of the Common Stock of the Company. Transferability; Term. Under the Stock Option Plan, an option may not be transferred by the optionholder, except by will or the laws of descent and distribution. During the lifetime of an optionholder, an option may be exercised only by the optionholder. The term of each option commences on the date it is granted and, unless sooner terminated as set forth herein, expires on the date ("Expiration Date") ten years from the date of grant. Other Provisions. The option agreement may contain such other terms, provisions and conditions not inconsistent with the Stock Option Plan as may be determined by the Board of Directors. ADJUSTMENT PROVISIONS If there is any change in the stock subject to the Stock Option Plan or subject to any option or granted under the Stock Option Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Stock Option Plan and options outstanding thereunder will be appropriately adjusted as to the class and the maximum number of shares subject to the plan and the class, number of shares and price per share of stock subject to outstanding options. EFFECT OF CERTAIN CORPORATE EVENTS In the event of certain mergers, reverse mergers or consolidations of the Company, the surviving corporation shall be obligated to assume all options granted under the Stock Option Plan. Under the Stock Option Plan, upon the occurrence of certain additional change of control events such as (a) a dissolution or liquidation of the Company; (b) a sale of substantially all of the assets of the Company; (c) an acquisition of a majority of the beneficial ownership of the Company, and (d) a greater than 50% shift in the current Board of Directors without prior Board approval, the surviving corporation shall similarly be obligated to assume all options granted under the Stock Option Plan. DURATION, AMENDMENT AND TERMINATION The Board of Directors may amend, suspend or terminate the Stock Option Plan at any time or from time to time. No amendment will be effective unless approved by the shareholders of the Company within twelve months before or after its adoption by the Board if the amendment would: (i) increase the number of shares reserved for options under the plan; or (ii) modify the plan in any other way if such modification requires shareholder approval. FEDERAL INCOME TAX INFORMATION Stock Options. Stock options granted under the Stock Option Plan are subject to federal income tax treatment pursuant to rules governing options. -------------------------- The Company's executive compensation programs are designed to attract and retain executives capable of leading the Company to meet its business objectives and to motivate them to enhance long-term shareholder value. The material in this report and in the following information is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing. MANAGEMENT REMUNERATION The following table sets forth the compensation paid during the fiscal year ended January 31, 2007, to the Company's Chief Executive Officer and directors and each of the Company's officers that received compensation equal to or exceeding $100,000 in fiscal 2007.
Annual Compensation Awards Payouts ------------------- ------ ------- Other All Annual Restricted Securities Other compen- Stock Underlying LTIP Compen- sation Award(s) Options/SAR Payouts sation Name and Principal Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($) - --------------------------- ---- ---------- --------- --- --- --- --- --- Didier Essemini President, Director 2006 $162,000 $377,000 -0- -0- -0- -0- -0- Guy Senbel Director 2006 -0- -0- -0- -0- -0- -0- -0- Gil Ovadia Director 2006 -0- -0- -0- -0- -0-
Risk Factors Associated with the stock option issuance and amendment of the stock plan Significant Dilutive Effects. The issuance of stock options will substantially dilute the ownership interests and voting rights of existing shareholders. Diminished Ability to Sell the Company to Other Parties. The issuance of stock options could have the effect of preventing or discouraging an attempt by another person or entity to take over or otherwise gain control of the Company. SUBMISSION OF SHAREHOLDER PROPOSALS Shareholders are advised that any shareholder proposal intended for consideration at the Annual Meeting must be received by the Company, at the address set forth on the first page of this Proxy Statement, no later than May 3, 2007 to be included in the proxy material for the Annual Meeting. It is recommended that shareholders submitting proposals direct them to the Secretary of the Company and utilize certified mail, return receipt requested, in order to ensure timely delivery. Shareholders are also advised to review the Company's Bylaws, which may contain additional requirements with respect to advance notice of shareholder proposals and director nominations. ANNUAL REPORT A copy of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2007, as filed with the SEC, including the financial statements is available on the SEC's EDGAR system at www.sec.gov under the name of the Company. Upon written request, the Company will furnish to shareholders a copy of such Annual Report on Form 10-K, upon payment of a fee limited to the Company's reasonable expenses in furnishing such Report. Such requests should be directed to the Secretary, at the Company's executive offices at 350 Fifth Avenue, Suite 2712, New York, New York 10118. DATE TO SUBMIT SHAREHOLDER PROPOSALS FOR 2007 ANNUAL MEETING Any shareholder who wishes to submit a proposal for inclusion in the proxy materials to be distributed by the Company in connection with its annual meeting of shareholders to be held in 2007 must do so no later than May 3, 2007. To be eligible for inclusion in the 2007 annual meeting proxy materials of the Company, proposals must conform to the requirements set forth in Regulation 14A under the Securities Exchange Act of 1934. The Company may use its discretion in voting proxies with respect to shareholder proposals not included in the Company's proxy materials for the 2007 annual meeting of shareholders, unless the Company receives notice of such proposal(s) prior to May 3, 2007. FORWARD-LOOKING STATEMENTS This Information Statement, as well as documents, reports and other information filed with the Commission, may contain certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 or by the Commission in its rules, regulations and releases, which represent the Company's expectations or beliefs, including but not limited to, statements concerning the Company's operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," "might," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond the company's control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, volatility of stock prices and any other factors discussed in this and other Company filings with the Commission. OTHER MATTERS The Board of Directors knows of no matter to come before the Annual Meeting other than as specified herein. If other business should, however, be properly brought before the Annual Meeting, the persons voting the proxies will vote them in accordance with their best judgment. THE SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. By Order of the Board of Directors, /s/ Didier Essemini - ----------------------- Didier Essemini Chief Executive Officer __________, 2007 PROXY FOR ANNUAL MEETING OF SHAREHOLDERS OF FINOTEC GROUP, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints ____________ as its proxy with full power of substitution, to vote all shares of Common Stock of Finotec Group,Inc.("Finotec" or the "Company"), which the undersigned is entitled to vote, at the Annual Meeting of Shareholders of Finotec to be held held at 1 Griva Digheni & Chrysanthou Street 3035 Mylona, Limassol Cyprus on May 9, 2007 at 10:00 a.m. (local time), and at all adjournments thereof, upon the following matters: The Board of Directors recommends votes for: (1) Election of Didier Essemini, Guy Senbel, Gil Ovadia, Victor Essemini and Albert Layani as Directors of the Company to serve until the next Annual Meeting or until their successors are elected and qualified. [ ] FOR all nominees listed above (except as marked to the contrary below) [ ] WITHHOLD AUTHORITY to vote for all nominees listed above (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) (2) To approve a new option plan and to increase the aggregate number of shares of the Company's Common Stock authorized for issuance under such plan by 18,000,000 shares from to be issued at fair market value, to be administered by the Board of Directors or an audit committee. [ ] FOR [ ] AGAINST [ ] WITHHOLD THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE. IF ANY NOMINEE NAMED ABOVE DECLINES OR IS UNABLE TO SERVE AS A DIRECTOR, THE PERSONS NAMED AS PROXIES SHALL HAVE FULL DISCRETION TO VOTE FOR ANY OTHER PERSON WHO MAY BE NOMINATED. WHEN PROPERLY EXECUTED, THIS PROXY ALSO AUTHORIZES THE PROXY HOLDERS TO ACT IN ACCORDANCE WITH THEIR DISCRETION UPON ALL MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND UPON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. Dated: __________________ Signature________________________ Print Name_______________________ Signature (if held jointly)_______________________ Print Name ______________________ Please sign exactly as your name appears on your stock certificate. If the stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership, please sign in partnership name by authorized person. PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES. -----END PRIVACY-ENHANCED MESSAGE-----