Repositrak Inc V.TRAK

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copy and past from cedar(couldn't copy all the tabels)if you have pdf reader go to cedar for clear view. LUXMATIC TECHNOLOGIES N.V. #1100 - 609 West Hastings Street Vancouver, B.C. V6B 4W4 683-2624 (Telephone) 331-3383 (Facsimile) NOTICE OF ANNUAL GENERAL MEETING TO THE MEMBERS: NOTICE IS HEREBY GIVEN that the annual general meeting of Luxmatic Technologies N.V. (the “Company”) will be held at the offices of European Trust Services, "De Gelder", 7th Floor, A.J. Ernststraat 595 H 1082 LD Amsterdam on Thursday, the 21st day of December, 2000 at the hour of 9:00 o’clock in the forenoon (Vancouver time) to transact the usual business of an annual general meeting and for the following purposes: 1. To receive and consider the Report of the Directors to the Members. 2. To receive and consider the financial statements of the Company, together with the auditor’s report thereon for the fiscal year ended June 30, 2000. 3. To consider and, if thought fit, to approve an ordinary resolution to set the number of directors at three (3). 4. To elect directors to hold office until the next annual general meeting of the Company. 5. To appoint an auditor for the Company to hold office until the next annual general meeting of the Company. 6. To authorize the directors to fix the remuneration to be paid to the auditor for the Company. 7. To consider and, if thought fit, to approve an ordinary resolution to grant to the directors and employees of the Company incentive stock options to purchase common shares in the capital stock of the Company for such periods, in such amounts and at such prices per share, including any amendments thereto, as agreed upon and at the discretion of the Board of Directors in accordance with the policies of the Canadian Venture Exchange and upon terms and conditions subject to the approval of the Canadian Venture Exchange and to approve the exercise of any options granted to insiders. 8. To approve any private placements which may exceed 20% of the total issued shares of the Company, resulting in a possible change of control. 9. To consider and, if thought fit, to approve a resolution changing the business of the Company to become an investment company;ഊ- 2 -D/ ljm/153099.1 10. To consider and, if thought fit, to approve a resolution changing the business of the Company to become a resource company; 11. To transact such further or other business as may properly come before the meeting and any adjournment or adjournments thereof. The accompanying Information Circular provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this notice. A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the meeting in person, please complete, sign and date the enclosed form of Proxy and return it within the time and to the location in accordance with the instructions set out in the form of Proxy and Information Circular accompanying this Notice. Please advise the Company of any change in your address. DATED at Vancouver, British Columbia, this 14th day of November, 2000. By Order of the Board of LUXMATIC TECHNOLOGIES N.V. “John Hislop” John Hislop President D/ljm/153097.1 LUXMATIC TECHNOLOGIES N.V. #1100 - 609 West Hastings Street Vancouver, B.C. V6B 4W4 683-2624 (Telephone) 331-3383 (Facsimile) INFORMATION CIRCULAR (As at November 14, 2000 except as indicated) MANAGEMENT SOLICITATION This information circular is furnished in connection with the solicitation of proxies by the management of Luxmatic Technologies N.V. (the “Company”) for use at the annual general meeting (the “Meeting”) of the Company to be held on Thursday, December 21, 2000. The solicitation will be by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company does not reimburse members, nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. REVOCABILITY OF PROXY The persons named in the enclosed form of proxy are directors of the Company. Any shareholder returning the enclosed form of proxy may revoke the same at any time insofar as it has not been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer, or attorney, of the corporation, and delivered either to the office of the Company or the registrar and transfer agent by mail or by fax, at least 24 hours prior to the scheduled time of the Meeting at which such proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon any such delivery the proxy is revoked. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF The Company is authorized to issue six million guilders (Dfl. 6,000,000.00), divided into two hundred million (200,000,000) shares, the nominal value of each share being three cents (Dfl.0.03), of which 26,407,304 common shares are issued and outstanding. Only the holders of common shares are entitled to vote at the Meeting and the holders of common shares are entitled to one vote for each common share held. Holders of common shares of record on November 14, 2000 will be entitled to vote at the Meeting. To the knowledge of the directors and senior officers of the Company, the following persons beneficially own shares carrying more than 10% of the voting rights attached to all shares of the Company:ഊ- 2 -D/ ljm/153097.1 Name of Shareholder No. of Common Shares Owned Percentage of Outstanding Common Shares John R. Hislop 3,819,846 14.47% Cubix Investments Inc.* 6,722,795 25.46% *Cubix Investments Inc. is a public company whose shares trade on the Canadian Venture Exchange. VOTING OF PROXIES A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY. TO EXERCISE THIS RIGHT THE SHAREHOLDER MAY INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKE OUT THE OTHER NAMES OR MAY SUBMIT ANOTHER PROXY. THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED ON ANY POLL (SUBJECT TO ANY RESTRICTIONS THEY MAY CONTAIN) IN FAVOUR OF THE MATTERS DESCRIBED IN THE PROXY. ELECTION OF DIRECTORS The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed, two of whom are presently members of the Board of Directors. The members will be asked to pass an ordinary resolution to set the number of directors of the Company at three (3). Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:ഊ- 3 -D/ ljm/153097.1 Name, Country of Ordinary Residence and Position Held with the Company Principal Occupation or Employment and, if not an Elected Director, Occupation During the Past Five Years Approx. No. of Voting Shares Beneficially Owned, Directly or Indirectly, or Controlled or Directed Date on which the Nominee became a Director of the Company JOHN HISLOP* Canada PRESIDENT and DIRECTOR President of R.I.S. Resources International Corp., an investment holdings company; prior to that, President of Ultra Petroleum Corp., an oil and gas exploration company 3,819,846 November 1, 1997 MARK VAN SANTEN* Amsterdam DIRECTOR Managing Director of European Trust Services Nil November 1, 1997 ANTONIE MARTEN SCHULLER Amsterdam DIRECTOR From 1992 to present Senior Account Manager and from January 1996 to present Assistant Managing Director of European Trust Services; Nil Nominee * Member of the Managing Board STATEMENT OF EXECUTIVE COMPENSATION Particulars of compensation paid to: (a) the Company’s chief executive officer (“CEO”); (b) each of the Company’s four most highly compensated executive officers who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $100,000 per year; or (c) any additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year; (“Named Executive Officer”) is set out in the summary compensation table below:ഊ- 4 -D/ ljm/153097.1 SUMMARY COMPENSATION TABLE Annual Compensation Long Term Compensation Awards Payouts Name and Principal Position Year Salary Bonus Other Annual Compen-sation Securities Under Options/S ARs Granted Restricted Shares or Restricted Share Units LTIP Payouts All Other Compen-sation John R. Hislop President 2000 1999 1998 $963* $5,057* $3,359* Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil *Paid to a Management Company wholly owned by Mr. Hislop. There were no Named Executive Officers serving as executive officers at the end of the most recently completed financial year or executive officers who served during the financial year whose salaries exceeded $100,000 per year. There were no long term incentive plans in place for any Named Executive Officer of the Company during the most recently completed financial year. OPTIONS AND SARS There were no options granted to the CEO or any Named Executive Officer during the most recently completed financial year. There were no options exercised by the CEO or any Named Executive Officer during the most recently completed financial year. There were no options held by the CEO or any Named Executive Officer that were repriced downward during the most recently completed financial year. There were no defined benefit or actuarial plans in place for any Named Executive Officer during the most recently completed financial year. There are no employment contracts or compensatory plans or arrangements between the Company and a Named Executive Officer. The Company has no compensation committee. COMPENSATION OF DIRECTORS There were no stock options granted to directors of the Company during the most recently completed financial year. OTHER COMPENSATION TO DIRECTORS During the most last completed financial year the Company paid a management fee of 1.500,00 NGL to each of the Directors.ഊ- 5 -D/ ljm/153097.1 PARTICULARS OF OPTIONS TO PURCHASE SHARES Shareholder approval will be sought to the granting to the directors and employees of the Company of incentive stock options to purchase common shares in the capital stock of the Company, for such periods, in such amounts and at such prices per share, including any amendments thereto, as agreed upon and at the discretion of the Board of Directors in accordance with the policies of the Canadian Venture Exchange and upon terms and conditions subject to the approval of the regulatory authorities. It is the policy of the Canadian Venture Exchange that the approval of the members be received prior to exercise of incentive stock options granted to insiders of the Company and therefore such approval is requested herein. In the event of a negative vote by the members with respect to the proposed incentive stock options, management would be required to submit such incentive stock options granted to insiders for approval by the members before such options could be exercised. INDEBTEDNESS TO COMPANY OF DIRECTORS AND SENIOR OFFICERS None of the directors and senior officers of the Company, proposed nominees for election or associates of such persons is or has been indebted to the Company or its subsidiaries at any time since the beginning of the last completed financial year of the Company and no indebtedness remains outstanding as at the date of this Information Circular. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS Save and except the foregoing, or a s disclosed elsewhere in this information circular, since July 1, 1999 , being the commencement of the Company’s last completed financial year, none of the following persons has any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries: (a) any director or senior officer of the Company; (b) any proposed nominee for election as a director of the Company; (c) any member holding, directly or indirectly, more than 10% of the voting rights attached to all the shares of the Company; and (d) any associate or affiliate of any of the foregoing persons. APPOINTMENT OF AUDITOR Unless otherwise instructed, the proxies gi ven pursuant to this solicitation will be voted for the re -appointment of Davidson & Company , Chartered Accountants, of Vancouver, British Columbia, as auditor of the Company to hold office until the close of the next annual general meeting of the Company. It is proposed that the remuneration to be paid to the auditor of the Company be fixed by the Board of Directors.ഊ- 6 -D/ ljm/153097.1 Davidson & Company were first appointed auditor of the Company on January 25, 1996. MANAGEMENT CONTRACTS There are no management functions of the Company or a subsidiary thereof which are to any substantial degree performed by a person other than the directors or senior officers of the Company or a subsidiary thereof, except as follows: (a) a Management company owned by a Director provides services for the Company which includes, among other things, providing the registered office of the Company, maintaining the corporate records in the Company’s home jurisdiction and acting as managing director in The Netherlands. The Company pays an annual fee of 6500 NLG for this service; and (b) A Management company owned by a Director of the Company provides services which include, among other things, all aspects of corporate governance, financial reporting and administrative management of the Company in the Canadian jurisdiction that it resides in. The Company pays an annual fee of $36,000 CDN for this service. PARTICULARS OF OTHER MATTERS TO BE ACTED UPON Private Placements Whenever a private placement is contemplated which will result in issuance of 20% or more of the total issued shares of the Company, the Canadian Venture Exchange requires shareholder approval before the private placement can be completed as the issuance may result in a change of control. The Directors contemplate that during this current year, there may be a private placement negotiated which will result in 20% or more of the issued shares of the Company. No such private placement is currently being negotiated. The Directors are requesting the authority of the members to negotiate and complete such a private placement and the resulting change of control. Approval for Change of Business The Company has been inactive for some time. In February, 2000, the Compan y entered into a Business Combination Agreement with WireMerchant.com, Inc, to complete a business combination with WiredMerchant.com, Inc on the basis of one Company share for one WiredMerchant.com, Inc share. On November 16, 2000, the Company terminated the Business Combination Agreement. The Company must actively consider businesses to acquire in order to preserve its listing status on the CDNX. The Company does have sufficient funds with which to consider investments or acquisitions, although additional funds may be required in order to complete any particular transaction. The Company has no particular transaction in mind as at the date of this information circular. The Company has determined that its best opportunity is to take advantage of the experience of its directors in investing in other operating companies, either private or public. The ability to invest in other companies can be lucrative for an investment company withoutഊ- 7 -D/ ljm/153097.1 some of the operational risks and expenses that operating companies have. Based on current management’s experience, the operating company targets are likely to be publicly traded companies or companies that intend on making a public offering so that the investment of the Company in those operating companies can be liquid. However, the main criteria that the Company will consider will be acquisitions where the value for Company’s shareholders has an opportunity for significant appreciation, in whatever industry sector that opportunity is afforded. In addition, the Compan y’s directors have contacts and experience in the resource industry including oil and gas and mining. The directors of the Company may determine that it is the Company’s best interests to acquire interests in resource properties and either develop or operate the properties itself, or merely acquire working interests and have others operate the properties. A change of business of a CDNX listed issuer requires CDNX approval, which in turn requires shareholder approval. The Company therefore seeks shareholder approval to change the business of the Company to become an investment company whereby it acquires interests in operating companies, either public or private, in any industry or sector as is determined by the directors, each acquisition being on terms determined by the directors and approved by the regulatory authorities. This is the preferred change of business of the directors. There is some chance that the Company will not get regulatory approval to become an investment company. Therefore, the Company also seeks approval of the shareholders to change the business of the Company to become a resource company, either through resource development, operations or holdings. Acquisitions of resource properties will be made on terms as determined by the directors and approved by the regulatory authorities. The management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter. By Order of the Board of LUXMATIC TECHNOLOGIES N.V. Per: “John Hislop” John Hislop, PresidentD/ljm/153057.1 PROXY Annual General Meeting of members of LUXMATIC TECHNOLOGIES N.V., to be held at the offices of European Trust Services, "De Gelder", 7th Floor, A.J. Ernststraat 595 H 1082 LD Amsterdam on Thursday, December 21, 2000, at 9:00 o’clock in the forenoon Resolutions (For full details of each item, please see and Information Circular) 1. To authorize the Directors to fix the remuneration be paid to the auditor of the Company 2. To determine the number of Directors at three The undersigned Member of the Company hereby appoints, John Hislop, the President and a Director of the Company, or failing this person, Mark Van Santen, a Director of the Company, or in the place of the foregoing, __________________________, (Print the Name) as proxyholder for and on behalf of the Member with the power of substitution to attend, act and vote for and on behalf of the Member in respect of all matters that may properly come before the Meeting of the Members of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Member were present at the said Meeting, or any adjournment thereof. 3. To approve an ordinary resolution to grant options and to approve the exercise of any granted to insiders. 4. To approve any private placements which may in a change of control of the Company 5. To approve a resolution changing the business Company to become an investment company 6. To approve a resolution changing the business Company to become a resource company 7. Appointment of Auditors 8. To elect JOHN HISLOP as a Director 9. To elect MARK VAN SANTEN as a Director 10. To elect ANTONIE MARTEN SCHULLER Director The undersigned Member hereby revokes any proxy and vote at said Meeting. SIGN HERE: Please Print Name: Date: THIS PROXY MAY NOT BE VALID UNLESS SEE IMPORTANT INFORMATION & INSTRUCTIONS The Member hereby directs the proxyholder to vote the securities of the Company registered in the name of the Member as specified herein.ഊD/ljm/153057.1 INSTRUCTIONS FOR COMPLETION OF PROXY 1. This Proxy is solicited by the Management of the Company. 2. This form of proxy (“Instrument of Proxy”) may not be valid unless it is signed by the Member or by his attorney duly authorized by corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the accompany the Instrument of Proxy. 3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by the Member for the proxyholder to date this received by CIBC Mellon Trust Company. 4. A Member who wishes to attend the Meeting and vote on the resolutions in person, may do so as follows: (a) If the Member is registered as such on the books of the Company, simply register the Member’s attendance with the scrutineers (b) If the securities of a Member are held by a financial institution, (i) cross off the management appointees’ names and insert space provided; (ii) indicate a voting choice for each resolution or, alternatively, leave the choices blank if you wish not to vote date and return the Instrument of Proxy to the financial institution or its agent. At the Meeting, a vote will be taken on each Instrument of Proxy and the Member’s vote will be counted at that time. 5. A Member who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do either of the following: (a) To appoint one of the management appointees named on the Instrument of Proxy, leave the wording appointing a nominee return the Instrument of Proxy. Where no choice is specified by a Member with respect to a resolution set out on the Instrument appointee acting as proxyholder will vote the securities as if the Member had specified an affirmative vote. (b) To appoint another person, who need not be a Member of the Company, to vote according to the Member’s instructions, cross names and insert the Member’s appointed proxyholder’s name in the space provided, and then sign, date and return the Instrument specified by the Member with respect to a resolution set out on the Instrument of Proxy, this Instrument of Proxy confers Member’s appointed proxyholder. 6. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions resolution that may be called for and, if the member specifies a choice with respect to any matter to be acted upon, the securities will authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees 7. If a registered Member has returned the Instrument of Proxy, the Member may still attend the Meeting and may vote in person should However, to do so, the Member must record his/her attendance with the scrutineers at the Meeting and revoke the Instrument of Proxy To be represented at the Meeting, this Instrument of Proxy must be RECEIVED at the office of “CIBC MELLON TRUST COMPANY at least 24 hours prior to the scheduled time of the Meeting or any adjournment thereof, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. The mailing address of CIBC Mellon Trust Company is Suite 1600 - 1066 West Hastings Street, Vancouver, B.C., V6E 3X1, and its fax British Columbia Securities Commission QUARTERLY REPORT Form 61 – Schedule A, B & C Name of Issuer – Luxmatic Technologies N.V. For Quarter Ended – June 30, 2000 Date of Report – November 7, 2000 Issuer’s Address –11 th Floor – 609 West Hastings Street, Vancouver, B.C. V6B 4W4 Issuer’s Fax No. – [phone] Issuer’s Telephone No. - [phone] Contact Person – John R Hislop Contact’s Position –Director Contact Telephone No. – [phone] CERTIFICATE The three schedules required to complete this Quarterly Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Quarterly Report will be provided to any shareholder who requests it. Director’s Signature – “John R Hislop” – John R Hislop – November 7, 2000 Director’s Signature – “Mark van Santen” – Mark van Santen – November 7, 2000ഊLUXMATIC TECHNOLOGIES N.V. QUARTERLY REPORT - FORM 61 JUNE 30, 2000 SCHEDULE A: FINANCIAL INFORMATION See attached audited financial statements for the period ended June 30, 2000. SCHEDULE B: SUPPLEMENTARY INFORMATION 1. See attached audited financial statements for the period ended June 30, 2000. At June 30, 2000 there was an aggregate amount of $60,200 paid to parties not at arms length from the issuer for management, legal fees and administration services. 2. a) There were no securities issued during this quarter. b) There were no options granted during the period. 3. a) Authorized Capital: 100,000,000 shares Shares issued and outstanding: 26,407,304 shares b) There were no warrants or options outstanding at June 30, 2000 c) Performance shares in escrow: 1,500,346 shares c) The directors are: John R Hislop, Vancouver, B.C. Mark van Santen, The Netherlands Michel Klaas Schoenmakers, The NetherlandsഊSCHEDULE C: MANAGEMENT DISCUSSION YEAR-ENDED June 30, 2000 In February 2000, the Company announced it had entered into an arm’s length letter of intent with WiredMerchant.com Inc. (“WiredMerchant”) to combine pursuant to an amalgamation agreement, take over bid or such other method as may be determined by Luxmatic and WiredMerchant. The business combination (“Newco”) will be determined by the most suitable method on a tax acceptable basis for the shareholders of both Luxmatic and WiredMerchant. NewCo shall use its best efforts to file and clear a prospectus in the province where the purchasers of WiredMerchant Special Shares are resident, in order to qualify the issuance of the NewCo Commom Shares and NewCo Warrants issuable upon exercise of the Series A Special Shares and Series B Special Shares. The parties acknowledge in the event NewCo fails to file and clear a prospectus within 60 days of the date of closing, each Series B Special Share shall entitle the holders to acquire 1.1 NewCo Common Shares and 1.1 NewCo Warrants. Upon signing the letter of intent Luxmatic made a partially non-refundable deposit to WiredMerchant in the sum of $750,000. WiredMerchant is a private company incorporated under the laws of the province of Ontario and is based in Concorde, Ontario. WiredMerchant is currently a wholly-owned subsidiary of EcomPark Inc., a public company incorporated under the laws of the province of Ontario, listed on the CDNX and based in Toronto, Ontario. WiredMerchant operates an e-commerce web site, WiredMerchant.com, which focuses on selling a comprehensive offering of new, end-of-line, and hard-to-find products to Value Added Resellers, System Integrators, and Fortune 1000 companies, as well as other distributors and retailers. The completion of the Business Combination is subject to regulatory approval. The completion of the Business Combination is also subject to several additional conditions being met, including the prior completion of the WiredMerchant Private Placement, Luxmatic Shareholder approval of the business Combination, satisfactory completion by due diligence reviews by the parties, board of directors approval by Luxmatic and WiredMerchant, the entering into a formal agreement among the parties and certain other conditions. The Company maintains a web-site, https://www.luxmatictechnologies.com and an e-mail address, [e-mail] as the most effective and efficient avenue for shareholder communications. LUXMATIC TECHNOLOGIES N.V. FINANCIAL STATEMENTS (Expressed in Canadian Dollars) JUNE 30, 2000ഊAUDITORS' REPORT To the Shareholders of Luxmatic Technologies N.V. We have audited the balance sheets of Luxmatic Technologies N.V. as at June 30, 2000 and 1999 and the statements of operations and deficit and cash flows for the years ended June 30, 2000, 1999 and 1998. These financial statements, expressed in Canadian dollars, are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements, expressed in Canadian dollars, present fairly, in all material respects, the financial position of the Company as at June 30, 2000 and 1999 and the results of its operations and its cash flows for the years ended June 30, 2000, 1999 and 1998 in accordance with Canadian generally accepted accounting principles. "DAVIDSON & COMPANY" Vancouver, Canada Chartered Accountants July 24, 2000 DAVIDSON & COMPANY Chartered Accountants A Partnership of Incorporated Professionals DAVIDSON & COMPANY Chartered Accountants A Partnership of Incorporated Professionals A Member of SC INTERNATIONAL Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6 Telephone [phone] Fax [phone]ഊLUXMATIC TECHNOLOGIES N.V. BALANCE SHEETS (Expressed in Canadian Dollars) AS AT JUNE 30 2000 1999 ASSETS Current Cash and equivalents $ 561,638 $ 495,821 Prepaid expenses - 5,579 Deposit (Note 1) 750,000 - $ 1,311,638 $ 501,400 LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities $ 19,243 $ 18,876 Shareholders' equity Capital stock (Note 3) 355,650 305,650 Contributed surplus (Note 3) 6,132,153 5,282,153 Cumulative translation adjustment 310,298 310,298 Deficit (5,505,706) (5,415,577) 1,292,395 482,524 $ 1,311,638 $ 501,400 Nature and continuance of operations (Note 1) Subsequent event (Note 7) On behalf of the Board: “John R Hislop” Director “Mark van Santen” Director The accompanying notes are an integral part of these financial statements.ഊLUXMATIC TECHNOLOGIES N.V. STATEMENTS OF OPERATIONS AND DEFICIT (Expressed in Canadian Dollars) YEAR ENDED JUNE 30 2000 1999 1998 EXPENSES Accounting $ 8,350 $ 6,309 $ 43,823 Administration 38,520 36,000 18,000 Bank charges and interest 228 82 3,461 Directors fees 3,353 19,802 - Filing fees 1,337 2,722 11,200 Legal fees 34,094 13,569 31,257 Management fees 15,078 10,446 14,005 Office and miscellaneous 6,403 12,997 1,791 Postage and courier 267 77 - Printing and photocopies 560 370 - Transfer agent fees 5,440 4,007 6,550 Travel costs - 4,475 7,343 Loss before other items 113,630 110,856 137,430 OTHER ITEMS Foreign exchange gain/loss (282) (919) 10,032 Interest income 23,783 14,585 11,216 23,501 13,666 21,248 Loss for the year (90,129) (97,190) (116,182) Deficit, beginning of year (5,415,577) (5,318,387) (5,202,205) Deficit, end of year $ (5,505,706) $ (5,415,577) $ (5,318,387) Loss per share $ (0.01) $ (0.01) $ (0.01) The accompanying notes are an integral part of these financial statements.ഊLUXMATIC TECHNOLOGIES N.V. STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars) YEAR ENDED JUNE 30 2000 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the year $ (90,129) $ (97,190) $ (116,182) Changes in non-cash working capital items: (Increase) decrease in prepaid expense 5,579 (5,579) - Increase (decrease) in accounts payable and accrued liabilities 367 (5,382) 16,099 Net cash used in operating activities (84,183) (108,151) (100,083) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition deposit (750,000) - - Net cash used in investing activities (750,000) - - CASH FLOWS FROM FINANCING ACTIVITIES Capital stock issued 900,000 180,000 900,000 Loan payable - - (295,758) Net cash provided by financing activities 900,000 180,000 604,242 Increase in cash position 65,817 71,849 504,159 Cash position, beginning of year 495,821 423,972 (80,187) Cash position, end of year $ 561,638 $ 495,821 $ 423,972 Cash paid during the year for income taxes $ - $ - $ - Cash paid during the year for interest $ - $ - $ - Supplemental disclosure for non-cash operating, investing and financing activities (Note 6) The accompanying notes are an integral part of these financial statements.ഊLUXMATIC TECHNOLOGIES N.V. NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) JUNE 30, 2000 1. NATURE AND CONTINUANCE OF OPERATIONS The Company was incorporated on June 1, 1993 under the Corporate Law in The Netherlands. These financial statements have been prepared in accordance with Canadian generally accepted accounting principles with the assumption that the company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has incurred substantial operating losses to date and has an accumulated deficit of $5,505,706. Continued operations of the Company are dependent on the Company's ability to both develop or acquire a viable business and to receive continued financial support, complete public equity financing or generate profitable operations in the future. There can be no assurance that the Company will be able to make such arrangements, or that the terms of any arrangements it is able to make will be favourable to the Company. These financial statements do not reflect adjustments in the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used, that would be necessary if the Company is unable to continue as a going concern. On February 23, 2000, the Company signed a letter of intent with WiredMerchant.com Inc. ("WiredMerchant") to enter into a business combination. Subsequent to year end (Note 7), the Company and WiredMerchant signed a lock-up and merger agreement, whereby WiredMerchant has agreed to purchase all of the issued and outstanding shares of the Company by an exchange of shares on a one for one basis. This agreement is subject to regulatory and shareholder approval. Pursuant to the letter agreement, the Company advanced $750,000 to WiredMerchant. In the event that the Offer is not completed: (a) by reason of a material misrepresentation or failure to disclose a material fact by Luxmatic to WiredMerchant, Luxmatic will pay to WiredMerchant a non-completion fee of $250,000; (b) by reason that CDNX does not approve of the terms of the Offer and the listing of the resulting issuer on CDNX, Luxmatic will pay to WiredMerchant its reasonable expenses, including legal and accounting fees, in undertaking the Offer, not to exceed $250,000; and (c) by reason of fewer than ninety (90) percent of Luxmatic Shares being tendered pursuant to the Offer, Luxmatic will pay to WiredMerchant a non-completion fee of $250,000. 2. SIGNIFICANT ACCOUNTING POLICIES Cash and equivalents Cash and equivalents include highly liquid market investments with original maturities of three months or less. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign exchange Assets and liabilities have been translated at the rate of exchange prevailing at the balance sheet date. Capital stock has been translated at the rate prevailing at the time of the capital issue. Revenues and expenses are translated at the average rate for the relevant period. Loss per share Loss per share is calculated using the weighted average number of common shares outstanding during the year. Comparative figuresഊCertain comparative figures have been adjusted to conform with the current year's presentation.ഊLUXMATIC TECHNOLOGIES N.V. NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) JUNE 30, 2000 2. SIGNIFICANT ACCOUNTING POLICIES (cont'd…) Financial instruments The Company's financial instruments consist of cash and equivalents, deposit, accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying value. 3. CAPITAL STOCK Number of Shares Par Value Contributed Surplus Authorized 100,000,000 common shares with a par value of 0.03 Dutch guilders per share Issued Balance as at June 30, 1998 20,407,304 $ 295,650 $ 5,112,153 Warrants exercised 1,000,000 10,000 170,000 Balance as at June 30, 1999 21,407,304 305,650 5,282,153 Warrants exercised 5,000,000 50,000 850,000 Balance as at June 30, 2000 26,407,304 $ 355,650 $ 6,132,153 As at June 30, 2000, there were no share purchase warrants or options outstanding. Performance shares On incorporation of Luxmatic Technologies N.V., 1,500,346 shares with par value of 0.03 Dutch guilders were issued for cash. These shares are deemed to be "performance shares" and are subject to an escrow Agreement between the shareholders, the Company and the R.M. Trust Company, Vancouver, who will hold the performance shares in escrow pursuant to the terms of the above mentioned Escrow Agreement. The Escrow Agreement sets forth that the escrowed shares are to be held in trust until the Company has earned an amount per share which complies with the policies of the Canadian Venture Exchange. 4. RELATED PARTY TRANSACTIONS The Company entered into the following transactions with related parties: a) Paid or accrued management fees of $15,078 (1999 - $10,446; 1998 - $14,005) to companies controlled by directors of the Company. b) Paid directors fees of $3,353 (1999 - $19,802; 1998 - $Nil) to companies controlled by directors of the Company. c) Paid or accrued administration and accounting fees of $38,520 (1999 – $36,000; 1998 - $18,000) to a company controlled by a director of the Company. d) Paid legal fees of $3,249 (1999 - $Nil; 1998 - $Nil) to a company controlled by a director of the Company.ഊLUXMATIC TECHNOLOGIES N.V. NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) JUNE 30, 2000 5. INCOME TAXES The Company has incurred losses for Dutch income tax purposes of $1,620,110 Dutch Gilders (approximately Cdn$2,500,000), which can be carried forward indefinitely to reduce taxable income in future years. The potential tax benefits of the losses have not been recognized in these financial statements due to the uncertainty of realizabilty. 6. SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, INVESTING, AND FINANCING ACTIVITIES There were no significant non-cash transactions for the years ended June 30, 2000 and 1999. Significant non-cash transactions for the year ended June 30, 1998: a) The Company issued 2,290,393 common shares to settle debts totalling $343,559. b) The Company issued 4,582,402 common shares to settle loans payable totalling $687,361.