(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
YSEEK, 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:
[ ] 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:
8
Notice of Annual Meeting of Stockholders
May 2, 2003
The Annual Meeting of Stockholders of Yseek, Inc, a Florida corporation
(the "Company"), will be held at the Centergate Conference Center, 4995
Commercial Drive, Palm Harbor, Florida, on May 2, 2003 at 10:00 AM EST:
1. To elect four (4) directors for a term of one year;
2. To consider the proposed amendment to the Articles of
Incorporation, changing the Company's name to Advanced 3-D
Ultrasound Services, Inc.;
3. To ratify the selection of Semago & Company, P.A. to audit our
books and records for 2003; and
4. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The board of directors has fixed the close of business on April 10,
2003 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the annual meeting and any adjournments or postponements
thereof.
By Order of the Board of Directors,
Tanya Ostrowski
Secretary
Tampa, Florida
April 11, 2003
IMPORTANT
If you do not expect to attend the meeting in person, please complete,
date, and sign the enclosed proxy and return it without delay in the enclosed
envelope, which requires no additional postage if mailed in the United States.
YSEEK, INC.
7732 N. Mobley Road
Odessa FL 33556
April 11, 2003
PROXY STATEMENT
For annual meeting of stockholders to be held
on Friday, May 2, 2003
Approximate Date of Mailing: April 11, 2003
GENERAL
This proxy statement is furnished in connection with the solicitation
of proxies by the board of directors of Yseek, Inc. (the "Company" or "Yseek"),
for use at our 2003 Annual Meeting of Stockholders to be held on Friday, May 2,
2003, at 10:00 AM EST at the Centergate Conference Center, 4995 Commercial
Drive, Palm Harbor, Florida, and at any postponements or adjournments thereof.
We expect to distribute this proxy statement and the accompanying proxy card to
stockholders about April 11, 2003.
We will bear the cost of proxy solicitation. In addition to the use of
mails, proxies may be solicited by telephone by our officers, directors, and
regular employees, none of whom will be specially compensated for such services.
Our annual report to stockholders for the year ended December 31, 2002,
including audited financial statements, is included with this proxy statement,
but does not constitute a part of this proxy statement.
Holders of our common stock, of record at the close of business on
April 10, 2003, are entitled to vote at the meeting. As of that date, there were
36,011,765 shares of common stock outstanding. Each stockholder entitled to vote
shall have the right to one vote for each share outstanding in such
stockholder's name.
We presently have no other class of stock outstanding and entitled to
be voted at the meeting. The presence in person or by proxy of stockholders
composing a majority of all votes entitled to be cast at the meeting constitutes
a quorum.
Shares cannot be voted at the meeting unless the holder of record is
present in person or by proxy. The enclosed proxy is a means by which a
stockholder may authorize the voting of his or her shares at the meeting. The
shares of common stock represented by each properly executed proxy will be voted
at the meeting in accordance with each stockholder's directions. Stockholders
should specify choices by marking the appropriate boxes on the enclosed proxy;
if no choice has been specified, the shares will be voted as recommended by the
board of directors. If any other matters are properly presented at the meeting
for action, the proxy holders will vote the proxies (which confer discretionary
authority to vote on such matters) in accordance with their judgment.
Your execution of the accompanying proxy will not affect your right to
attend the meeting and vote in person. Any stockholder giving a proxy has a
right to revoke it by giving written notice of revocation to the Secretary of
the Company, or by delivering a subsequently executed proxy, at any time before
the proxy is voted, or by attending the meeting and voting in person. If you are
a stockholder of record and plan to attend the meeting, please return the proxy
card with the "Annual Meeting" box marked. Admission to the meeting will be on a
first-come, first served basis. Stockholders will be admitted upon verification
of ownership at the door.
Your proxy vote is important. Accordingly, please complete, sign, and
return the accompanying proxy whether or not you plan to attend the meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
The persons named as proxies on the accompanying proxy intend to vote
all duly executed proxies for the election of the nominees set forth below,
except as otherwise directed by the shareholder on the proxy.
The stockholders will elect four (4) directors at the annual meeting
for a term of one (1) year expiring at the 2004 annual meeting of the
stockholders, and until the election and qualification of successors (or until
earlier removal or resignation). In the event one or more of the named nominees
is unable to serve, the persons designated as proxies may cast votes for other
persons as substitute nominees. The board of directors has no reason to believe
that any of the nominees named below will be unavailable, or, if elected, will
decline to serve. Directors will be elected by a plurality of the votes cast at
the annual meeting. Under the Florida General Corporation Act, an abstaining
vote is not deemed a "vote cast." As a result, abstentions are not included in
the tabulation of the results on the election of directors, and, therefore, do
not have the effect of votes in opposition.
Certain information is set forth below for each nominee for director.
All of the nominees are presently directors, and none have been previously
elected by the stockholders.
The board of directors unanimously recommends a vote FOR each of the
nominees.
Nominees for Director
Year First
Principal Occupations During Past Became
Name of Director Age Five Years; Certain Directorships Director
David Weintraub 39 1998-2000: Vice President-Marketing 2002
Swifty Car Wash & Quik-Lube, Inc
2000-2001: Sales, Marketing - SwiftyNet.com, Inc.
2003-Present: CEO, Director - Yseek, Inc.
Rachel Steele 36 1998-2000: President, Secretary - Swifty Car Wash 2002
& Quik-Lube, Inc.
2000-2002: President - SwiftyNet.com, Inc.
2000-2001: Director - SwiftyNet.com, Inc.
2002-Present: Vice President, Director - Yseek, Inc.
Glen Ostrowski 37 1998-2002: Vice President-Marketing - Animagic 2002
Animation
2002-Present: President - Yseek, Inc.
Tanya Ostrowski 26 1995-2002: Administrative Assistant, Processor 2002
Compass Bank
2002-Present: Secretary, Treasurer, Director - Yseek, Inc.
No voting arrangements exist between the officers and directors. Mr. Weintraub
and Ms. Steele live together. The above persons were selected pursuant to
provisions in the Company's By-Laws, all holding office for a period of one year
or until their successors are elected and qualified. None of the officers or
directors of the Company have been involved in legal proceedings during the past
five years which are material to an evaluation of the ability or integrity of
any director, person nominated to become a director, or executive officer of the
issuer, including any state or Federal criminal and bankruptcy proceedings.
Committees of the Board of Directors
Our bylaws provide that the board may designate an executive committee
and other committees, each of which shall consist of one or more directors. The
board does not have an audit committee.
Board Meetings and Attendance of Directors
The board of directors had no formal meetings and acted by unanimous
written action in four instances in 2002.
No voting arrangements exist between the officers and directors. Mr.
Weintraub and Ms. Steele live together. The above persons were selected pursuant
to provisions in the Company's By-Laws, all holding office for a period of one
year or until their successors are elected and qualified. None of the officers
or directors of the Company have been involved in legal proceedings during the
past five years which are material to an evaluation of the ability or integrity
of any director, person nominated to become a director, or executive officer of
the issuer, including any state or Federal criminal and bankruptcy proceedings.
DIRECTOR AND EXECUTIVE COMPENSATION
Compensation of Directors
Directors serve without compensation. Some directors are also employees of
the Company: Ms. Steele and Ms. Ostrowski have each received 4,500,000 common
shares for their services as Vice-President and Secretary-Treasurer,
respectively.
Summary Compensation Table
The following table summarizes the compensation of those persons who
were officers and directors at December 31, 2002, for the years ended December
31, 2000, 2001 and 2002.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Other Securities All
Principal Annual Restricted Underlying Other
Position Compen- Stock Options/ LTIP Compens-
Year Salary($) Bonus($) sation Awards($) SARs(#) Payouts($) sation($)
David Weintraub
Chief Executive Officer 0 0 0 0 0 0 0 0
Glen Ostrowski
President 0 0 0 0 0 0 0 0
Tanya Ostrowski
Secretary-Treasurer 0 0 0 0 0 0 0 $45,000(1)
Rachel Steele 0 0 0 0 0 0 0 $45,000(2)
Vice President
(1) Reflects issuance of 4,500,000 shares.
(2) Reflects issuance of 4,500,000 shares.
All of the Company's officers and director but Ms. Steele are engaged in other
enterprises on a full-time basis. Ms. Steele donated her 2000 and 2001 salary to
the Company. No other officer or directors have been compensated for their
services in those capacities. At this time, the Company does not plan on paying
its Board of Directors in return for their services as Directors.
Executive Compensation and Employment Arrangements
On October 1, 2002, the Company entered into identical employment
agreements with Rachel Steele and Tanya Ostrowski (the "Employment Agreements"),
which currently provide for annual compensation of 4,500,000 shares of
Company's. common stock, valued at $0.01 per share. Both Employment Agreements
expire September 30, 2003. Ms. Steele and Ms. Ostrowski are eligible for bonuses
as determined by the board of directors and fringe benefits commensurate with
other employees. The Employment Agreements provide that either the Company or
the employee may terminate the agreements at any time upon written notice.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
None of the officers and directors have received a salary during the past twelve
months. There are no officer or director groups. As a group, the officers and
directors of the Company own 11,682,768. As of March 19, 2003 the stock
ownership of the Officers and Directors was as follows:
Title Name and Amt and Percent
Of Address Nature of of
Class of Beneficial Owner Beneficial Ownership Class
Common Glen Ostrowski 100,000 0.27%
Stock 3645 Kings Road
Bldg 6, #104
Palm Harbor, FL 34685
Common Rachel Steele 7,082,768 19.67%
Stock 7732 N. Mobley Road
Odessa, FL 33556
Common Tanya Ostrowski 4,500,000 12.50%
Stock 3645 Kings Road
Bldg 6, #104
Palm Harbor, FL 34685
Security Ownership of Certain Beneficial Owners
Set forth below is certain information with respect to those persons
who are known to the Company to own beneficially more than five percent of the
Company's common stock as of March 19, 2003.
Beneficial Ownership
Beneficial Owner Number of Shares Percent
CandidHosting.com, Inc. 2,430,000 06.75%
Timothy Minnehan 2,232,000 06.20%
Tanya Ostrowski 4,500,000 12.50%
Rachel Steele 7,082,768 19.67%
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following are transactions since January 1, 2001 between the
Company and any officer, director, director nominee, or the immediate family of
any such persons.
On October 1, 2002, the Company entered into identical employment
agreements with Rachel Steele and Tanya Ostrowski (the "Employment Agreements"),
which currently provide for annual compensation of 4,500,000 shares of Company's
common stock, valued at $0.01 per share. Both Employment Agreements expire
September 30, 2003. Ms. Steele and Ms. Ostrowski are eligible for bonuses as
determined by the board of directors and fringe benefits commensurate with other
employees. The Employment Agreements provide that either the Company or the
employee may terminate the agreements at any time upon written notice.
It is the Company's policy that any material transactions or loans, and
any forgiveness of loans, between the Company and its officers, directors, or
material shareholders must be approved by a majority of independent directors,
if any, who do not have an interest in the transaction. Furthermore, all such
transactions or loans must be entered into on terms that are no less favorable
to the Company than those that can be obtained from unaffiliated third parties.
The above transactions were entered into in compliance with Company policy.
PROPOSAL 2: NAME CHANGE
On March 12, 2003, the board of directors voted to amend the Company's
Articles of Incorporation changing the Company's name to Advanced 3-D Ultrasound
Services, Inc. The purpose of the name change is to reflect the Company's
emphasis on developing 3-D ultrasound centers.
The board recommends a vote FOR Proposal 2.
PROPOSAL 3: DESIGNATION OF AUDITORS
Upon the recommendation of the Audit Committee, the Company's board of
directors has designated Semago & Company, P.A. to audit its books and accounts
for the year ending December 31, 2003, and will offer a resolution at the annual
meeting to ratify the designation. Semago & Company, P.A. has been the Company's
auditor since 2000. Representatives of the auditors are not expected to be
present at the meeting. A majority of votes case in person or represented by
proxy will constitute ratification.
The board recommends a vote FOR Proposal 3.
SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING OF SHAREHOLDERS
Under applicable regulations of the Securities and Exchange Commission,
all proposals of stockholders to be considered for inclusion in the proxy
statement for the 2004 annual meeting of stockholders must be received by us at
our principal offices, c/o corporate secretary, not later than January 30, 2004.
Any written notice of a stockholder proposal must include the following
information: (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934 (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on
our books, and of such beneficial owner, and (ii) the class and number of the
Company's shares that are owned beneficially and of record by such stockholder
and such beneficial owner.
ANNUAL REPORT
The Company's annual report to stockholders for the year ended December
31, 2002 has been mailed simultaneously to the stockholders. The Company's
annual report on Form 10-KSB for the year ended December 31, 2002, as filed with
the Securities and Exchange Commission (excluding exhibits), is included in its
annual report to stockholders.
OTHER BUSINESS
The board of directors is not aware of any matters not set forth herein
that may come before the meeting. If, however, further business properly comes
before the meeting, the persons named in the proxies will vote the shares
represented thereby in accordance with their judgment.
------------------------------
David Weintraub
Chief Executive Officer
Chief Financial Officer
[Address Label]
PROXY
YSEEK, INC.
Proxy solicited by the Board of Directors
for the Annual Meeting of Stockholders
to be held Friday, May 2, 2003
The undersigned hereby appoints David Weintraub or Glen Ostrowski, or
either of them, as attorney and proxy of the undersigned, with full power of
substitution and resubstitution, to vote all of the shares of common stock of
Yseek, Inc. (the "Company") which the undersigned may be entitled to vote at the
annual meeting of stockholders to be held on Friday, May 2, 2003, at the
Centergate Conference Center, 4995 Commercial Drive, Palm Harbor, Florida 34685,
commencing at 10:00 AM EST , and at any and all postponements and adjournments
thereof, with all powers that the undersigned would possess if personally
present, upon and in respect of the following matters and in accordance with the
following instructions.
Unless a contrary direction is indicated, this proxy will be voted for
all nominees for director listed in Proposal 1, for proposal 2 and for proposal
3, as more specifically described in the proxy statement. If specific
instructions are indicated, this proxy will be voted in accordance therewith.
You may revoke this proxy at any time prior to the vote at the annual
meeting.
Please complete, date, and sign this proxy and return it in the
accompanying envelope.
The board of directors recommends a vote for the nominees for director
listed on the reverse of this proxy card, a vote for proposal 2 and a vote for
proposal 3, also set forth on the other side of this proxy card.
PROPOSAL 1. To elect four (4) directors to hold office until the 2004 annual
meeting of stockholders.
Nominees: David Weintraub; Rachel Steele; Glen Ostrowski; and
Tanya Ostrowski.
For __________________ Withheld--------------------
For all nominees except as noted:
PROPOSAL 2. To amend the Company's Articles of Incorporation changing the
Company's name to Advanced 3-D Ultrasound Services, Inc.
For _______________ Against ________________ Abstain _________________
PROPOSAL 3. To ratify the recommendation of the Audit Committee to designate
Semago & Company, P.A. to audit the Company's books and accounts
for the year ending December 31, 2003.
For _______________ Against ________________ Abstain _________________
Please sign exactly as name appears on this proxy. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If more
than one trustee, all should sign. All joint owners must sign.
Signature:__________________________________________ Date:____________________
Signature:__________________________________________ Date:____________________
Signature:__________________________________________ Date:____________________
MARK HERE FOR CHANGE MARK HERE IF YOU
OF ADDRESS AND NOTE PLAN TO ATTEND
CHANGE BELOW ____________________ THE ANNUAL MEETING________________
New Address: ______________________________________________
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