To: John S. Baker who wrote (652 ) 2/10/1998 9:36:00 AM From: John S. Baker Read Replies (1) | Respond to of 6931
(Long message) Annual meeting notes. To make sense, this *must* be interpreted *after* reviewing the audited figures for the fiscal year ending 7-31-97 and the unaudited results for the quarter ending 10-31-97. If you don't already have this info, get it from the company. Meeting yesterday attended by perhaps 60-70 shareholders. This was the company's first real annual meeting and the first with audited results. My general impression (admittedly very subjective) is that Don Cameron (President) answered all questions in a frank, open and forthright manner, and showed some clear thought processes on the *hard* questions. Company is on the verge of becoming profitable, and he pointed out numerous times that a profitable company faces different challenges than a non-profitable one. First contentious issue was over ratification of auditors. Company recently changed its incorporation to Delaware, but used a Canadian auditing company and recommended retaining same Canadian auditors for the current year. Don Cameron explained his frustrations with the auditor's delays ... apparently the audit report slipped by several months from the original target ... and noted that it is very difficult for a small non-profitable publicly-held company to get auditors. The auditor might make $20,000 for the audit, but if sued by a disgruntled shareholder, their defense costs would be far higher than their fees. Shareholders present requested a counted-vote on the issue, which passed 14.7 to 3.5 (million). Don noted that there will be opportunities in the future to switch auditors, such as when applying for listing. There was a problem with people getting their annual reports and proxies. Company established date of annual meeting based on anticipated delivery of audit. When that slipped, it squeezed the notification time. Also, many shares held in street accounts require assistance of brokers to relay info, with additional delays. Question from the floor regarding expanding the Board. Board currently consists of Don Cameron, his brother Scott Cameron, and Robert Wilson, all three of whom were re-elected. Don explained that he used to have a larger Board, representing venture capitalists and others, but that over time, people resigned and lost interest. Noted that it is very difficult to get good Board members ... he doesn't want just a bunch of pretty names ... what he wants are people who can open doors ... and that Board Members generally like to get paid. Fear of litigation drives off many potential Board Members. He will expand the Board approximately concurrently with listing of the stock in the future. Number of shares outstanding? Net, about 23 million out, with some additional in the company's treasury, following buy back efforts. Don stated emphatically that NO stocks were available directly from the company, and that when asked the company would refer current shareholders to their market maker for best deal possible. Explained earlier buy back efforts ... goal was to grow the company with minimum dilution ... while attempting to maintain a steady ... and slowly growing ... price for the stock. Admits that they got hurt around the end of July and would not do it again, pointing out that once profitable, they probably would have less *need* to do it again. Apparently there are some very precise rules governing such stock buybacks ... especially the pricing and the number bought back (as a proportion of the trading volume), and the auditors reported that 7 or 8 of these buybacks were "not in compliance." His words were "not *exactly* (in compliance)". Any liability is in the form of fines, and he used the figure "$1,500" to suggest a range ... responding that the did not anticipate any lawsuits. I'll continue in another message ... time permitting. JSb.