NOTICE OF ANNUAL MEETING
OF
MERCHANTPARK COMMUNICATIONS, INC.
Notice is Hereby Given:
That the Annual Meeting of Merchantpark Communications, Inc., a Nevada
corporation (formerly Westnet Communications Group, Inc.). will be held May 8,
2002 at the hour of 11:00 A.M. in the conference room at 2921 N. Tenaya Way, Las
Vegas, Nevada 89128 for the following purposes:
I. To elect directors for the ensuing year to serve until the next Annual
Meeting of Shareholders or until their successors have been elected and
qualified. The present Board of Directors of the Company has nominated and
recommends FOR election the following four persons:
1. Scott Thomasson 3. Husien Kaba
2. Rahim Fazal 4. Peter Matousek
II. To adopt and ratify the proposed 2002 Stock Option Plan previously
ratified by the Board of Directors of the Company
III. To authorize the directors to prepare a Private Placement Memorandum
pursuant to Rule 505 promulgated by Regulation D for not more than $2,000,000.
The directors will price the offering at the time of the offering.
IV To confirm the appointment of independent auditor for the ensuing year.
The Board of Directors has Nominated H.J. & Associates, CPA, the present
auditors, FOR their appointment.
V. To confirm the appointment of Holladay Stock Transfer as the Registrar
and Transfer Agent for the Companys common stocks and recommends FOR their
appointment.
VI. To transact such other business as may be properly brought before the
Annual Meeting or any adjournment Thereof.
The Board of Directors has fixed the close of business April 5, 2002 as the
record date of determination of shareholders entitled to notice of and to vote
at the Annual Meeting. A list of such shareholders shall be open to the
examination of any shareholder at the annual meeting and for a period of ten
days prior to the date of the Annual Meeting at the offices of Triad Industries,
Inc.
Accompanying this Notice is a Proxy. Whether or not you expect to be at the
Annual Meeting, please sign and date the enclosed Proxy and return it promptly.
If you plan to attend the Annual Meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
A copy of the Companys Form 10-KSB for the Fiscal Year ended December 31,
2001, filed with the Securities and Exchange Commission, and is available to
shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
Secretary
Dated April 5, 2002
April 5, 2002
Las Vegas, Nevada
PROXY INFORMATION STATEMENT
Las Vegas, Nevada
March 25, 2002
The Board of Directors of Merchantpark Communications, Inc., a Nevada
corporation (the Company) is soliciting the enclosed Proxy for use at the
Annual Meeting of Shareholders of the Company to be held on May 8, 2002 (the
Annual Meeting), and any adjournments thereof. The Company intends, to mail,
this Proxy Statement and accompanying proxy card on or about April 5, 2002 to
all the shareholders entitled to vote at the Annual Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted for the election of the Four
nominees for directors named below, FOR the adoption and ratification of the
2002 Stock Option Plan, FOR the appoint of H.J. & Associates CPAs and the
Companys independent auditors for the ensuing year, FOR the appointment of
Holladay Stock Transfer, as the Registrar and Transfer Agent, FOR the
ratification of all acts by the officers and directors of the Company in the
previous year. Attend to any other business which may properly come before the
Annual Meeting and be submitted to a vote of the shareholders, Proxies received
by the Board of Directors will be voted in accordance with the best judgement of
the holders thereof.
A Proxy may be revoked by written notice to the Secretary of the Company at any
time prior to the Annual Meeting, by executing a later Proxy or by attending the
Annual Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Companys mailing address is 2921 N. Tenaya, Suite 214, Las Vegas,
Nevada 89128, which is the address of the Companys offices.
VOTING
Shareholders at the close of business on April 5, 2002 (the Record Date)
will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
As of April 5, 2002, 18,160,400 shares of common stock, par value $.001, of
the Company (Common Stock) were outstanding, representing the only voting
securities of the Company. Each share of Common Stock is entitled to one vote.
The person appointed by the Company to act as Inspector of Election for the
Annual Meeting will count votes cast by Proxy or in person at the Annual
meeting. The Inspector of Election will treat shares represented by Proxies that
reflect abstentions or include broker non-votes do not constitute a vote FOR or
AGAINST any matter and thus will be disregarded in the calculation of votes
cast. Any unmarked Proxies, including those submitted by brokers or nominees
will be voted FOR the nominees of the Board of Directors and FOR the nominee as
independent accountants, as indicated in the accompanying Proxy card.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Companys Common Stock as of March 31, 2002 by (I) each of the
Companys named executive officers and directors, (II) the Companys named
executive officers and directors as a group and (III) each person (or group
affiliated persons) who is known by the Company to own beneficially more that 5%
of the Companys Common Stock.
The business address is the same as that of the Company unless otherwise
indicated.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below.
Officers and Directors Number of Shares Percent (1)
Beneficially Owned Beneficially Owned
Scott Thomasson 1,420,400 7.08%
President
228 E. 53rd Avenue
Vancouver, BC V5X1H9
Rahim Fazal 1,350,000 7.04%
Secretary/Director
4778 Laurel Wood Pl.
Burnaby, BC V5G4B2
Shawn Balagi 1,390,000 7.07%
Treasurer/Director
565 Bernard Ave.
Kelowna, BC V1Y8R4
Husien Kaba 1,350,000 7.04%
Vice-President/Director
5283 Smith Ave.
Burnaby, BC V5H2K5
Peter Matousek 1,380,000 12.9%
Director (2) 959,000
3933 So. 9th Street
Gresham, OR 97030
Management as a Group 7,849,400 43%
Hadi Tabatabaei 1,000,000 5.05%
P.O. Box 1159
108-4800 Kingsway St.
Burnaby, BC V5H4J2
1) Based on 18,160,400 shares of common stock outstanding as of December 31,
2001.
(2) Peter Matousek is the President of Novak Capital, Inc. and as such can
vote its 959,000 shares.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated and recommends FOR
election as directors Four persons named below, all of whom are currently
serving as directors of the Company. The enclosed Proxy will be voted FOR the
persons nominated unless otherwise indicated. If any of the nominees should be
unable to serve and should decline to do so, the discretionary authority
provided in the Proxy will be exercised by the present Board of Directors to
vote for a substitute or substitutes to be designated by the Board of Directors.
The Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.
Each shareholder, may cast one vote for each share held by him multiplied
by the number of directors to be elected, but may not cast more votes than the
number of shares owned for any candidate and therefore a simple majority of the
shares represented and voting will elect all of the directors. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, will be elected.
The Proxy may not be voted for more than five persons.
INFORMATION REGARDING NOMINEES
The respective nominees have furnished the information set forth below, as
to each nominee for Director, to the Company.
Scott Thomasson, 34, brings over 13 years extensive experience in business
operations, ownership and management to our team. Mr. Thomasson is currently
completing his MBA and has successfully completed the first three levels of the
CGA program. Starting in 1988 at age 19, Mr. Thomasson founded and served as CEO
of a leading Cedar manufacturing company. Mr. Thomasson successfully built
annual revenues totaling over $500,000 and worked with 10 employees within 2
years.
In 1993, Mr. Thomasson moved into the home building industry as the owner
and operator of a General Contracting company. Over the next 3 years he designed
and built homes realizing over 1 million in revenues annually. Mr. Thomasson got
involved in the Internet industry in 1995 while running his construction company
and worked to adapt new Internet technologies to the construction
industry.
Mr. Thomasson joined NetNation Communications Inc., a market leader in the
web hosting industry, in January 1999. As the Sales and Business Development
manager he helped the company grow from 15 to 75 people in a year and a half.
Scott took on all aspects of the operation as well as building the sales team
and company revenue streams. After being promoted to Director of Sales, his team
quadrupled sales and revenues in less that a year. The strategic alliances and
relationships that Mr. Thomasson created during this time at NetNation with
companies like Cobalt networks and Mivam Entrust etc. are considered a big part
of the companys early success, and many of these alliances continue to this
day. The Company went public on NASDAQ in April 1999 (NASDAQ: NNCI). Mr.
Thomasson contributed his valuable input to the business planning and the S1
filing, during this transition.
Mr. Thomasson brings many years of experience in business operations to
this venture. His passion, experience and relationships in the Internet industry
bode will continued success in the future.
Rahim Fazal, 20, as one of the pair of heavily publicized teenaged dot.com
millionaires; Mr. Fazal is constantly in the publics eye and is well known in
most Canadian households. In 1999, Mr. Fazal co-founded MailBC.Com, a small
business community, which provided small and home-based businesses with free web
solutions to take their companies online. Mr. Fazal single-handedly increased
traffic upwards of 5,000,000 a month and gained membership of 25,000 clients
worldwide on a $500 a month marketing budget. In June 2000, Mr. Fazal and his
partner sold MailBC.Com to a California based Media Company for the sum of $1.5
million. Mr. Fazal has appeared in the front cover of The Vancouver Sun and in
The Vancouver Province, Toronto Star, Ottawa Citizen, Macleans magazine, Global
Television, CTV News Network, Toronto News Headlines and Canadian Press,
Mr. Fazal recently headlined the SOHO Small Business Conference in
Vancouver, British Columbia and spoke in the topic of e-commerce in the small
business market to over 3,000 people. Mr. Fazal will be speaking next in
Seattle, Washington.
Prior to establishing MailBC.Com, Mr. Fazal served as the youngest ever
Support Technician Canadas largest Internet Service Provider, Canada Internet
Direct. Between 1998 and 1999, Mr. Fazal was the recipient of two-multi national
commendations for his expertise.
Mr. Fazal brings is his fresh cutting edge vision, unparalleled media
exposure, marketability and proven business experience in the industry. We are
fortunate to add his diverse strengths to our team.
Husein Kaba, 21, as a business partner of Rahim Fazal for over 5 years, Mr.
Kaba has provided every project operated between the two, with his superior
technical expertise and undying dedication to his work.
Mr. Kaba began working at Look Communication in 1998, and provided his
knowledge of connectivity, operating systems programming and system
administration to thousands of customers a month. Handling technical assistance
over both the phone, e-mail and on site, Mr. Kaba became a Senior Technical
Representative in late 1999 and led the team in all areas of productivity. With
a large responsibility in his shoulders, Husein trained many new employees and
served as the point contact for all advanced technical support situations with
many of the companys largest business partners and clients.
In 1999, Mr. Kaba helped develop MailBC.Com, and single handedly setup,
maintained and operated all network operations for the large web solutions
provider. Helping to provide tens of thousands of customers with unsurpassed
technical assistance and customer care, Husein allowed MailBC.Com to become
synonymous with the highest quality of customer service in the free-web hosting
industry.
In 2000, MailBC.com was sold for over a million and half dollars US, and
continues to be one of the leading providers of cost free business solutions on
the Internet. Gaining continuous widespread media attention, Husein is regularly
featured at conferences, on television, and in print, serving as role model to
entrepreneurs and veterans alike.
Husein Kaba brings is his uncanny perseverance, sound knowledge of network
and system administration, technical support, customer care and media following
our team.
Peter Matousek, 38, is an internationally seasoned consultant and
entrepreneur with a European background. Mr. Matousek has worked extensively
within the public sector for companies in the United States, Canada and Europe.
During this time he cultivated relationships with investors, investment advisors
and Venture Capital firms. With over 10 years of experience in the financial
industry, Mr. Matousek has utilized his in-depth knowledge and skills in
fostering repeated success in the public arena. His numerous global contacts,
financial expertise and solid experience working with start-up and public
companies is a huge asset to the venture.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the slate of
nominees set forth above. Proxies solicited by the Board of Directors will be so
voted unless shareholders specify otherwise on the accompanying Proxy.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal year ended December 31, 2001
the compensation awarded or paid to, or earned by the Companys executive
officers for services rendered to the Company.
Name and Year Salary Other annual
Principal compensation
Position
Scott Thomasson 2001 $23,650 $18,000
President/Director
Rahim Fazal 2001 15,100 18,000
Secretary/Director
Shawn Balaghi 2001 22,000 18,000
Treasurer/Director
Husien Kaba 2001 15,100 12,000
Vice-President/Director
Peter Matousek 2001 16,500 12,000
PROPOSAL 2
APPROVAL OF 2002 STOCK OPTION PLAN
The Board of Directors has determined that the compensation is not adequate
to meet the need of the Company and the Company may have difficulty retaining
key personnel unless a stock option plan suitable to the Companys present and
future needs is adopted. Accordingly, the Board of Directors adopted the
Companys 2002 Stock Option Plan (the 2002 Plan), subject to shareholder
approval. The Board of Directors recommends FOR the approval of the 2002 Plan.
The enclosed Proxy will be voted FOR approval of the 2002 Plan unless otherwise
indicated. The affirmation votes of the holders of a majority of the shares in
person or represented by proxy and entitled to vote is necessary to approve
Proposal 2.
A general description of the basic features of the 2002 Plan is summarized
below. The summary is qualified in its entirety by the full text of the 2002
Plan, a copy of which may be obtained from the Company at the address set forth
at the beginning of this proxy statement and a copy of which has been filed with
this information statement.
General
The 2002 Plan provides for the grant of both incentive and nonstatutory
stock options. Incentive stock options are granted under the 2002 Plan are
intended to qualify as incentive stock options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the Code). Nonstatutory stock
options granted under the 2002 Plan are intended to qualify as incentive stock
options under the Code. See Federal Income Tax Information for a discussion of
the tax treatment of incentive and nonstatutory stock options.
Purpose
The 2002 Plan, is intended to provide a means by which officers, directors,
and employees of, and consultants to, the Company and its affiliates may be
given an opportunity to purchase stock in the Company, to assist in retaining
the services of such persons holding key positions, to secure persons to exert
maximum efforts for the success of the Company. All of the Companys employees
and consultants are eligible to participate in the 2002 Plan.
Administration
The Board of Directors of the Company administers the 2002 Plan unless the
Board delegates authority to a committee. The Board has the authority to select
the persons to whom rights under the 2002 Plan will be granted (a Stock
Award), to determine whether a Stock Award will be an incentive stock option
(within the meaning of Section 422 of the Code), or a nonqualified stock option,
a stock bonus, a right to purchase restricted stock, or a combination of the
foregoing, to specify the type of consideration, if any, to be paid to the
Company upon exercise of a Stock Award and to determine the time and times when
a person will be permitted to purchase or receive stock pursuant to a Stock
Award. The Board is authorized to delegate administration of the 2002 Plan to a
committee or committees composed of members of the Board.
Eligibility
Subject to certain limitations, under the 2002 Plan, as amended, incentive
stock options may be granted only to employees of the Company, while Stock
Awards other than incentive stock options may be granted to employees and
directors of, and consultants to, the Company.
No incentive stock option may be granted under the 2002 plan to any person
who, at the time of the grant, owns or is deemed to own stock possessing more
than 10% of the total combined voting power of the Company or any affiliate of
the Company, unless the option exercised price is at least 110% of the fair
market value of the stock subject to the option on the date of the grant and the
term of the option does not exceed five years from the date of the grant. To the
extent that the aggregate fair market value (determined at the time of the
grant) of stock with respect to which incentive stock options are exercisable
for the first time by any holder of such options during any calendar year under
all plans of the Company and its affiliates exceeds $100,000, the options or
portions thereof which exceed such limit shall be treated as nonstatutory stock
options, according to the order in which they were granted.
Stock Subject to the 2002 Plan
The 2002 plan authorizes Seven Hundred Fifty Thousand (750,000) shares of
Common Stock to be issued. If options granted under the 2002 Plan expire or
otherwise terminate without being exercised, the Common Stock not purchased
pursuant to such options again becomes available for issuance under the 2002
Plan.
Terms of Options
The following is a description of the permissible terms of options under
the 2002 Plan. Individual options grants may be more restrictive as to any or
all of the permissible terms described below.
Exercise Price, Payment
The exercise price of incentive stock options under the 2002 Plan may not
be less than the fair market value of the Common Stock subject to the option on
the date of the option granted and, in some cases (see: Eligibility above),
may not be less than 110% of such fair market value. The exercise price of
nonstatutory stock options under the 2002 Plan may not be less than 85% of the
fair market value of the Common Stock subject to the option on the date of the
option grant (except with respect to options assumed or substituted under the
Code).
The exercise price of options granted under the 2002 Plan may be paid (I)
in cash at the time the option is exercised, (II) at the discretion of the
Board, by delivery of other common stock of the Company, or pursuant to a
promissory note (III) pursuant to a net exercise or cashless exercise feature or
(IV) in any other form of legal consideration acceptable to the Board or as
specified in the 2002 Plan.
Option Exercise
Options are granted under the 2002 Plan may become exercisable (vest) as
determined by the Board. The Board has the power to accelerate the time, during
which an option may be exercised.
To the extent provided by the terms of this option, an optionee may satisfy
any federal, state or local tax withholding obligation relating to the exercise
of such option by a cash payment upon exercise, by authorizing the Company to
withhold a portion of the stock otherwise issuable to the optionee by delivering
already-owned stock of the Company or by a combination of these means.
Term
The maximum term of options under the 2002 Plan is 10 years, except that in
certain cases (See Eligibility), the maximum term is five years, Upon
termination of the optionees employment relationship with the Company, whether
by death, disability or termination of employment, as defined in the 2002 Plan,
options under the 2002 Plan terminate upon the earlier of (I) such period of
time as determined by the Board or (II) the expiration of the term of the option
as set forth in then option agreement. The option term may also be extended in
the event that exercise of the option within these periods is prohibited for
specific reasons. Generally, outstanding options under the 2002 Plan terminate
90 days after termination of the optionees employment or relationship as a
consultant or director of the Company or any affiliate of the Company, except
for cause, unless (a) such termination is due to such persons disability, in
which case options may be exercised at any time within one year of such
termination, (b) the optionee dies while employed by or serving as a consultant
or director of the Company or any affiliate of the Company, in which case the
options may be exercised (to the extent the options was exercisable at the time
of the optionees death) within one year of the optinees death by the person or
persons to whom the rights to such option pass by will or by the laws of descent
and distribution. Individual options by their terms may provide for exercise
within a longer period of time following termination of employment or the
consulting relationship.
Duration, Amendment and Termination
The Board may suspend or terminate the 2002 Plan without stockholder
approval or ratification at any time or from time to time. Unless sooner
terminated, the 2002 Plan will terminate in July 2009.
The Board may also amend the 2002 Plan at any time and from time to time.
However, under the 2002 Plan no amendment will be effective, unless approved, by
the stockholders of the Company to the extent stockholder approval is necessary
for the 2002 Plan to satisfy the requirements of section 422 of The Code
(including an increase in the number of shares reserved for issuance under the
2002 Plan) or other legal requirements. The Board may submit any other amendment
to the 2002 Plan for stockholder approval, including, but not limited to,
amendments intended to satisfy the requirements of Section 162(m) of the Code
regarding the exclusion of performance-based compensation for the limitation on
the deductibility of compensation paid to certain employees.
Restrictions on Transfer
Under the 2002 Plan, an incentive stock option shall not be transferable except
by will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of the person to whom the incentive stock option is granted
only by such person. Nonstatutory stock options granted under the 2002 Plan may,
but need not, include provisions allowing for the transfer of such options.
Federal Income tax Information
Incentive Stock Options. Incentive stock options under the 2002 Plan are
intended to be eligible for the favorable federal income tax treatment accord
incentive stock options under the code.
There generally are no federal income tax consequences to the optionee or
the Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock options may increase the optionees
alternative minimum tax liability, if any.
If an optionee holds stock, acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a disqualifying disposition), at the time of disposition, the optionee will
realize taxable ordinary income equal to the lesser of (I) the excess of the
stocks fair market value on the date of exercise over the exercise price, or
(II) the optionees actual gain, if any, on the purchase and sale. The
optionees additional gain, or any loss, upon the disqualifying disposition will
be a capital gain or loss, which will be long-term or short-term depending on
whether the stock was held for more than one year.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition occurs.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 2, subject to the
requisite approval by the Companys Stockholders. The affirmation votes, of the
holders of a majority of the shares in person or represented by proxy and
entitled to vote is required to approve the Proposal. The Board of Directors of
the Company has considered the Proposal and recommends that the Companys
Stockholders approve the Proposal as set forth in this information statement.
PROPOSAL
The Board of Directors has certified the engagement of H.J. & Associates
CPAs to serve as the Companys independent accountants for the fiscal 2002
Year. H.J. & Associates CPA, a firm located in Salt Lake City, Utah, has been
the independent auditor since 2001. The Board of Directors believes that the
Companys needs can best be served by utilizing a firm that is located in the San
Diego area.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 3, subject to the
requisite approval by the Companys Stockholders. The Board of Directors of the
Company has considered the Proposal and recommends that the Companys
Stockholders approve the Proposal as set forth in this information statement.
Proxies solicited by the Board of Directors will be so voted unless shareholders
specify otherwise on the accompanying Proxy.
PROPOSAL
The Board of Directors has confirmed the engagement of Holladay Stock
Transfer as registrar and transfer agent for The Companys securities, Holladay
Stock Transfer has served in the capacity since 2001.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposals, subject to the
requisite approval by the Companys Stockholders. The Board of Directors of the
Company has considered the Proposal and recommends that the Companys
Stockholders approve the Proposal as set forth in this information statement.
Proxies solicited by the Board of Directors will be so voted unless shareholders
specify otherwise on the accompanying Proxy.
The Company has entered into indemnification agreements with each of its
executive officers and directors providing that the Company will indemnify its
executive officers and directors to the fullest extent permitted by law.
OTHER MATTERS
The Board of Directors does not know of any matter to be presented at the
Annual Meeting which is not listed on the Notice of Annual Meeting and discussed
above. If other matters should properly come before the meeting however, the
persons named in the accompanying Proxy will vote all Proxies in accordance with
their best judgement.
SELECTED HISTORICAL COMBINED FINANCIAL DATA
For the year For the year
Ended Ended
December 31, 2001 December 31, 2000
Gross Revenues $ 153,284 $ -0-
Operating costs 569,645 (8,901)
Other income (loss) (1,512) -0-
Net earnings (loss) (417,873) (8,901)
Loss per common share (.03) -0-
Shares outstanding
(weighted average) 16,545,053 4,000,000
At year end
Current assets 2,335 99
Properties, net
of depreciation 282,206 -0-
Other assets -0- -0-
Total assets 284,541 99
Current liabilities 30,315 5,000
Total Liabilities 30,315 5,000
Common Stock, $.001
par value 18,160 4,000
Paid-in capital 661,929 -0-
Retained earnings (425,863) (8,901)
Shareholders equity 254,226 (4,901)
Common shares outstanding 18,160,400 4,000,000
The Companys Form 10-KSB for the fiscal year ended December 31, 2001 was
filed with the Securities and Exchange Commission on April 2, 2002. Additional
information is available to beneficial owners of Common Stock of the Company on
the record date for the Annual Meeting of Shareholders.
A copy of the Companys Form 10-KSB/A will be furnished without charge upon
receipt of a written request identifying the person so requesting a report as a
shareholder of the Company at such date. Requests should be directed to the
Director of Shareholder relations.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE
BY ORDER OF THE BOARD OF DIRECTORS
Rahim Fazal
Secretary
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON MAY 8, 2002
The undersigned hereby appoint Scott Thomasson or , as true lawful agent
with full power of substitution in each, to represent the undersigned in all
matters coming before the Annual Meeting of Shareholders of Merchantpark
Communications, Inc., to be held at the Companys Nevada office at, 2921 N.
Tenaya Way, Suite 2168, Las Vegas, NV at 11:00 AM Pacific Time, on May 8, 2002,
and any adjournment(s) thereof, and to vote as follows:
1. ELECTION OF DIRECTORS
Nominees:
Scott Thomasson FOR:____ AGAINST:____ ABSTAINED:____
Rahim Fazal FOR:____ AGAINST:____ ABSTAINED:____
Husein Kaba FOR:____ AGAINST:____ ABSTAINED:____
Peter Matousek FOR:____ AGAINST:____ ABSTAINED:____
Other
FOR:____ AGAINST:____ ABSTAINED:____
2. TO ADOPT AND RATIFY THE PROPOSED 2002 STOCK OPTION PLAN
FOR:____ AGAINST:____ ABSTAINED:____
3. AUTHORIZE THE DIRECTORS TO PREPARE A PRIVATE PLACEMENT MEMORANDUM PURSUANT TO
REGULATION D RULE 505 TO RAISE NOT MORE THAN $2,000,000 FOR THE COMPANY
FOR:____ AGAINST:____ ABSTAINED:____
4. CONFIRMATION OF INDEPENDENT AUDITOR
APPROVAL to confirm appointment of H.J. & Associates, CPAS as independent
auditors for the Company
FOR:____ AGAINST:____ ABSTAINED:____
5. APPOINTMENT OF TRANSFER AGENT AND REGISTRAR
APPROVAL to confirm appointment of Holladay Stock Transfer as the independent
registrar and transfer agent for the Companys common stock
FOR:____ AGAINST:____ ABSTAINED:____
6 OTHER MATTERS
At their discretion, to vote with respect to any other matters that may
come before the Meeting or any adjournment thereof
FOR:____ AGAINST:____ ABSTAINED:____
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED ABOVE
BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE NOT GIVEN, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEMS 1 AND 3.
PROXY NUMBER NUMBER OF SHARES
PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW
DATED
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