DEF 14a
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(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 o
Check the
appropriate box:
o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-11I or Rule 14a-12
VALUERICH,
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.
o Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) 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:
o Fee paid
previously with preliminary materials.
o 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:
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1804
N. DIXIE HIGHWAY
WEST
PALM BEACH, FL 33407
(561)
832-8878
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
the Stockholders of ValueRich, Inc.:
We
hereby notify you that the annual meeting of stockholders of ValueRich, Inc., a
Delaware corporation, will be held on Tuesday, July 1,
2008 at 3:00 p.m. (Eastern Standard Time), at the law offices of Lehman &
Eilen LLP, 20283 State Road 7, Suite 300, Boca Raton, Florida 33498 for the
following purposes:
• to
elect three directors to our board of directors to hold office until our next
annual meeting of stockholders and until their successors are elected;
and
• to
ratify the appointment of Chisholm, Bierwolf & Nilson, LLC as our
independent registered public accounting firm for our fiscal year ending on
December 31, 2008; and
• to
transact such other business as may properly come before the meeting or any
adjournments or postponements of the meeting.
The
matters listed in this notice of meeting are described in detail in the
accompanying proxy statement. Our board of directors has fixed the close of
business on June 3, 2008 as the record date for determining those stockholders
who are entitled to notice of and to vote at the meeting or any adjournment or
postponement of the meeting. You or your agent may, after proper written demand,
examine a list of the stockholders of record as of the close of business on June
3, 2008 for any proper purpose beginning two business days after the date hereof
at our offices at 1804 N. Dixie Highway, Suite A, West Palm Beach, Florida
33407. The list will also be made available for inspection at the
meeting.
YOUR
VOTE IS IMPORTANT
Even
if you plan to attend the meeting, please sign, date, and return the enclosed
proxy card in the envelope provided so that your vote will be counted if you
later decide not to attend the meeting. No postage is required if the proxy card
is mailed in the United States.
By order
of the board of directors,
/s/ Joseph
C. Visconti
Chairman
and Chief Executive Officer
West Palm
Beach, Florida
June 3,
2008
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1804
N. DIXIE HIGHWAY, SUITE A
WEST
PALM BEACH, FL 33407
(561)
832-8878
PROXY STATEMENT
GENERAL
INFORMATION
INFORMATION
ABOUT PROXY SOLICITATION
This proxy statement is being furnished to holders of shares of common stock,
$.001 par value per share, of ValueRich, Inc., a Delaware corporation (“we,”
“us,” the “Company”), in connection with the solicitation of proxies on behalf
of our board of directors for use at the annual meeting of stockholders to be
held on Tuesday, July 1, 2008 at 3:00 p.m. (Eastern Standard Time), at law
offices of Lehman & Eilen LLP, 20283 State Road 7, Suite 300, Boca Raton,
Florida 33498, and at any adjournment or postponement of the meeting. The
purpose of the meeting and the matters to be acted on are stated in the
accompanying notice of annual meeting of stockholders. The board of directors
knows of no other business that will come before the meeting.
The notice of annual meeting, proxy statement, and proxy card are being mailed
to stockholders on or about June 6, 2008. The Company will bear the cost of its
solicitation of proxies. The original solicitation of proxies by mail may be
supplemented by personal interview, telephone, or facsimile by our directors,
officers, or employees, who will receive no additional compensation for such
services. Arrangements will be made with brokerage houses and other custodians,
nominees, and fiduciaries for the forwarding of solicitation material to the
beneficial owners of stock held by any such persons, and we will reimburse those
custodians, nominees, and fiduciaries for the reasonable out-of-pocket expenses
incurred by them in doing so.
Our board of directors is soliciting votes FOR each of the nominees for election
to our board of directors, and FOR ratification of the appointment of Chisholm,
Bierwolf & Nilson, LLC as our independent registered public accounting firm
for our fiscal year ending on December 31, 2008.
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INFORMATION
ABOUT VOTING
Q: Why am I receiving these materials? A: The board of directors is providing these proxy materials for you in connection with the Company’s annual meeting of stockholders, which is scheduled to take place on July 1, 2008. As a shareholder of record as of June 3, 2008, you are invited to attend the annual meeting and to vote on the items of business described in this proxy statement. Q: What information is contained in these materials? A: The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and executive officers, and other required information. Q: What items of business will be voted on at the annual meeting? A: The two items of business scheduled to be voted on at the annual meeting are (1) election of directors; and (2) ratification of our independent auditors. We will also consider any other business that properly comes before the annual meeting. Q: How does the board of directors recommend that I vote? A: The board of directors recommends that you vote your shares FOR each of the nominees to the board on the proxy card included with this proxy statement and FOR ratification of the independent auditors. Q: What shares can I vote? A: You may vote or cause to be voted all shares owned by you as of the close of business on June 3, 2008, the record date. These shares include (1) shares held directly in your name as a stockholder of record; and (2) shares held for you, as the beneficial owner, through a broker or other nominee, such as a bank. Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner? A: Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially. If your shares are registered directly in your name with our transfer agent, Interwest Transfer Company, Inc., you are considered, with respect to those shares, the stockholder of record and these proxy materials are being sent directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the board of directors or to vote in person at the meeting. The board of directors has enclosed a proxy card for you to use to grant a voting proxy to the board of directors. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee together with a voting instruction card. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the annual meeting. Since you are not the shareholder of record, however, you may not vote these shares in person at the meeting unless you obtain from the broker or nominee that holds your shares a valid proxy from them giving you the right to vote the shares. Your broker or nominee should have enclosed or provided voting instructions for you to use in directing the broker or nominee how to vote your shares. Q: May I attend the annual meeting? A: You are entitled to attend the annual meeting only if you were a stockholder of the Company as of the close of business on June 3, 2008, or you hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance. If you are not a record holder but hold shares beneficially through a broker or nominee (that is, in “street name”), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to June 3, 2008, a copy of the voting instruction card provided by your broker or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the annual meeting. The annual meeting will begin promptly at 3:00 p.m. (Eastern Standard Time). Q: How can I vote my shares in person at the annual meeting? A: You may vote by ballot in person at the annual meeting any shares that you hold as the stockholder of record. You may only vote in person shares held in street name if you obtain from the broker or nominee that holds your shares a valid proxy giving you the right to vote the shares.
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Q: How can I vote my shares without attending the annual meeting? A: Whether you hold shares directly as the stockholder of record or beneficially in street name, you may, without attending the meeting, direct how your shares are to be voted. If you are a stockholder of record, you may cause your shares to be voted as you instruct by granting a proxy to our board of directors. If you hold shares in street name, you may cause your shares to be voted as you instruct by submitting voting instructions to your broker or nominee. Each record holder of our common stock may appoint a proxy by completing, signing, and dating a proxy card and mailing it in the accompanying pre-addressed envelope. Each stockholder who holds shares in street name may vote by mail by completing, signing, and dating a voting instruction card provided by the broker or nominee and following the other instructions of your broker or nominee. Q: Can I change my vote? A: You may change your vote at any time prior to the vote at the annual meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially, you may change your vote by submitting new voting instructions to your broker or nominee or, if you have obtained a valid proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person. You may also change your vote by sending a written notice of revocation to Mr. Joseph Visconti, Chief Executive Officer, ValueRich, Inc., 1804 N. Dixie Highway, Suite A, West Palm Beach, Florida 33467. Q: Can I revoke my proxy? A: You may revoke your proxy before it is voted at the meeting. To revoke your proxy, notify our corporate secretary in writing, or deliver to our corporate secretary a duly executed proxy bearing a later date. You may also revoke your proxy by appearing at the meeting in person and voting your shares. Attendance at the meeting will not, by itself, revoke a proxy. Q: Who can help answer my questions? A: If you have any questions about the annual meeting or how to vote or revoke your proxy, or you need additional copies of this proxy statement or voting materials, you should contact Joseph Visconti, Chief Executive Officer of ValueRich, Inc., 1804 N. Dixie Highway, Suite A, West Palm Beach, Florida 33407. Q: How are votes counted? A: In the election of directors, you may vote FOR all of the three nominees or you may direct your vote to be WITHHELD with respect to one or more of the three nominees. With respect to ratification of the independent auditors, you may vote FOR, AGAINST, or ABSTAIN. If you vote ABSTAIN, it has the same effect as a vote AGAINST. If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the board of directors (FOR all of the Company’s nominees, and FOR ratification of the independent auditors, and in the discretion of the proxy holders on any other matters that properly come before the meeting). If any other matters properly arise at the meeting, your proxy, together with the other proxies received, will be voted at the discretion of the proxy holders. Q: What is a quorum and why is it necessary? A: Conducting business at the meeting requires a quorum. The presence, either in person or by proxy, of the holders of a majority of our shares of common stock outstanding on June 3, 2008 is necessary to constitute a quorum. Abstentions are treated as present for purposes of determining whether a quorum exists. Broker non-votes (which result when your shares are held in “street name” and you do not tell the nominee how to vote your shares) are also treated as present for purposes of determining whether a quorum exists. Q: What is the voting requirement to approve each of the proposals? A: In the election of directors, the three persons receiving the highest number of FOR votes at the annual meeting will be elected. Accordingly, withheld votes and broker non-votes have no effect on the election of any nominee. You do not have the right to cumulate your votes. Ratification of the independent auditors requires the affirmative FOR vote of a majority of those shares present in person or represented by proxy and entitled to vote on that proposal at the annual meeting. Accordingly, abstentions on this proposal will have the same effect as a vote against the proposal. Broker non-votes will have no effect on this proposal.
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Q: What should I do if I receive more than one set of voting materials? A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive. Q: Where can I find the voting results of the annual meeting? A: We intend to announce preliminary voting results at the annual meeting and publish final results in our Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2008. Q: What happens if additional matters are presented at the annual meeting? A: Other than the three items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the person named as proxy holder, Mr. Joseph Visconti, our Chief Executive Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for any one or more other candidates nominated by the board of directors. Q: How many shares are outstanding and how many votes is each share entitled? A: Each share of our common stock issued and outstanding as of the close of business on June 3, 2008, the record date, is entitled to be voted on all items being voted at the annual meeting, with each share being entitled to one vote. On the record date, 8,541,443 shares of common stock were issued and outstanding. Q: Who will count the votes? A: One or more inspectors of election will tabulate the votes. Q: Is my vote confidential? A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to anyone else, except (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation. Q: Who will bear the cost of soliciting votes for the annual meeting? A: The board of directors is making this solicitation on behalf of the Company, which will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. Certain of our directors, officers, and employees, without any additional compensation, may also solicit your vote in person, by telephone, or by electronic communication. On request, we will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders. Q: May I propose actions for consideration at next year’s annual meeting of stockholders? A: You may submit proposals for consideration at future stockholder meetings. In order for a stockholder proposal to be considered for inclusion in the proxy statement for our annual meeting next year, however, the written proposal must be received by us no later than February 2, 2009. Those proposals also will need to comply with Securities and Exchange Commission regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
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CORPORATE
GOVERNANCE
The board of directors and management are committed to responsible corporate
governance to ensure that ValueRich is managed for the long-term benefit of its
stockholders. We operate according to a comprehensive plan of corporate
governance for the purpose of defining responsibilities, setting high standards
of professional and personal conduct, and assuring compliance with those
responsibilities and standards. We regularly monitor developments in the area of
corporate governance and will continue to monitor developments and make
adjustments from time to time to ensure compliance in this area. Information
regarding our corporate governance that is not provided below is described
elsewhere in this proxy statement.
Code
of Conduct and Ethics
We adopted a Code of Conduct and Ethics that applies to all of our directors,
officers and employees. This Code is intended to promote honest and ethical
conduct, full, accurate and timely disclosure, and compliance with all
applicable laws and government regulations. A copy of the Code of
Conduct and Ethics is available on our website at www.ivaluerich.com
..
Code
of Ethics for Financial Management
We adopted a Code of Ethics for Financial Management that applies to all the
persons at the Company that are responsible for our Company’s financial
management. This Code is intended to promote professional conduct in our
financial management. Violations of the Code of Ethics for Financial Management
may be reported anonymously to our audit committee and may result in
disciplinary action.
Director
Independence
No director or executive officer of the Company is related to any other director
or executive officer. None of the Company’s officers or directors hold any
directorships in any other public company. Michiaki Tsurumi and David Lemoie are
independent in compliance with the applicable listing standards of the American
Stock Exchange.
Shareholder
Communications with the Board of Directors
Shareholders may direct any communications intended for the board of directors
to the Company’s Corporate Secretary Beni Tsurumi at, by facsimile to
(561) 841-1524, or by mail to Corporate Secretary, ValueRich,
Inc.
This centralized process assists the board of directors in reviewing and
responding to shareholder communications in an appropriate manner. If a
shareholder wishes to direct any communication to a specific board member, the
name of that board member should be noted in the communication. The board of
directors has instructed the corporate secretary to forward shareholder
correspondence only to the intended recipients, and has also instructed the
corporate secretary to review all shareholder correspondence and, in the
corporate secretary’s discretion, refrain from forwarding any items deemed to be
of a commercial or frivolous nature or otherwise inappropriate for the board of
directors’ consideration. Any such items may be forwarded elsewhere in the
Company for review and possible response.
Director
Nominee Qualification Process
Our
process for nominating candidates for election to our board of directors is
designed to identify and recruit high caliber individuals to serve on our board.
In connection with the selection of nominees for director, due consideration is
given to the board’s overall balance of diversity perspectives, backgrounds and
experiences. The board takes into account the current composition and
capabilities of serving board members, as well as additional capabilities
considered necessary in light of our existing needs.
Nominees
for director will be selected based on, among other things, consideration of the
following factors:
• character and integrity; • business and management experience; • demonstrated competence in dealing with complex problems; • familiarity with the Company’s business; • diverse talents, backgrounds, and perspectives; • freedom from conflicts of interest; • regulatory and stock exchange membership requirements for the board; • sufficient time to devote to the affairs of the Company; and • reputation in the business community
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In
considering whether to nominate directors who are eligible to stand for
re-election, the board considers the quality of past director service,
attendance at board and committee meetings, as well as whether the director
continues to possess the qualities and capabilities considered necessary of
desirable for director service and the independence of the
director.
Shareholders wishing to directly recommend candidates for election to the board
of directors at an annual meeting must do so by giving written notice to:
Corporate Secretary, ValueRich, Inc., 1804 N. Dixie Highway, Suite A, West Palm
Beach, FL 33407. Any such notice must, for any given annual meeting, be
delivered to the chairman not less than 120 days prior to the anniversary of the
preceding year’s annual meeting. The notice must state (1) the name and address
of the shareholder making the recommendations; (2) the name, age, business
address, and residential address of each person recommended; (3) the principal
occupation or employment of each person recommended; (4) the class and number of
shares of the Company’s stock that are beneficially owned by each person
recommended and by the recommending shareholder; (5) any other information
concerning the persons recommended that must be disclosed in nominee and proxy
solicitations in accordance with Regulation 14A of the Securities Exchange Act
of 1934, as amended; and (6) a signed consent of each person recommended stating
that he or she consents to serve as a director of the Company if
elected.
In considering any person recommended by one of our shareholders, the board will
look for the same qualifications that it looks for in any other person that it
is considering for a position on the board of directors.
Any
shareholder nominee recommended by the committee and proposed by the board of
directors for election at the next annual meeting of shareholders will be
included in the company’s proxy statement for that annual meeting.
INFORMATION
REGARDING THE COMMITTEES OF THE BOARD OF DIRECTORS
We formed an audit committee of our board of directors in 2006. We do
not have any other formal committees of our board of directors. Our board of
directors performs the functions associated with a nominating committee and a
compensation committee. All of our independent directors recommend to
the full board of directors all elements of compensation of the Company’s
executive officers. With respect to compensation matters, the independent
directors make recommendations regarding salary, stock option plans, stock
option grants and other grants under the Company’s stock option plans. Our
independent directors make recommendations to the full board which directors to
nominate on an annual basis. The board believes this process is
preferable because it wishes to involve all of its independent directors in the
nomination process.
Audit
Committee
The members of the audit committee are Michiaki Tsurumi (Chairman) and David
Lemoie. The audit committee met 2 times during 2007. The
primary purpose of the audit committee is to act on behalf of the board of
directors in its oversight of all material aspects of the Company’s accounting
and financial reporting processes, internal controls and audit functions,
including the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of
2002.
The duties of the audit committee include the hiring and retaining of the
Company’s independent registered public accounting firm, which reports to the
audit committee. The committee also reviews, prior to publication, our quarterly
earnings releases and our reports to the Securities and Exchange Commission on
Forms 10-KSB and 10-QSB. The formal report of the audit committee for fiscal
year 2007 is set forth under the caption “Report of the Audit
Committee”.
Our board of directors has determined that each of the members of its audit
committee are independent and that Mr. Lemoie is an “audit committee financial
expert” within the meaning of the regulations of the United States Securities
and Exchange Commission.
The audit committee has adopted a formal written charter, a copy of which is
attached to this proxy statement as Appendix A.
Board
and Committee Meetings
During our fiscal year ended December 31, 2007, our board of directors held 4
meetings and acted by unanimous written consent 6 times. Each of our incumbent
directors that were directors during our fiscal year ended December 31, 2007
attended more than 100% of those board meetings.
Director
Attendance at Annual Meetings
Our directors are encouraged, but not required, to attend the annual meeting of
stockholders.
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PROPOSAL
ONE
ELECTION
OF DIRECTORS
The board of directors, based on the recommendation of the nominating committee
of the board of directors, has nominated for election as director each of the
individuals identified below, all of whom are incumbent directors. The board of
directors recommends that you vote your shares FOR the election of each of these
nominees.
THE
NOMINEES
Name Age Position DirectorSince Joseph Visconti 43 Chairman, President and Chief Executive Officer 2006 Michiaki Tsurumi(1) 66 Director 2006 David Lemoie(1) 47 Director 2008
(1)
Member of the audit committee
It is the intention of the persons named in the accompanying proxy card to vote
all shares of common stock for which they have been granted a proxy for the
election of each of the nominees, each to serve as a director until the next
annual meeting of stockholders and until his successor shall have been duly
elected and qualified. All the nominees have consented to being named in this
proxy statement and to serve as a director if elected. At the time of the annual
meeting, if any of the nominees named above is not available to serve as
director (an event that the board of directors does not currently have any
reason to anticipate), all proxies will be voted for any one or more other
persons that the board of directors designates. The board of directors believes
that it is in the best interests of the Company to elect the above-described
nominees.
The
board of directors recommends a vote FOR approval of the director nominees named
above.
Information
about the Nominees
Stated below is the principal occupation of each nominee, the business
experience of each nominee for at least the past five years, and certain other
information relating to the nominees.
Joseph
Visconti. Mr. Visconti has been our President, CEO and Chairman since
inception in 2003. He has extensive experience in development and management of
both public and private companies. For the past 15 years Mr. Visconti has worked
with senior management of public and private companies to assist in their
structure, finance and related banking issues. Mr. Visconti has overseen the
financing of 26 public and private companies that raised more than $250,000,000
through IPO’s, secondary offerings and private placements. From 2001 to 2003 Mr.
Visconti worked as a consultant with various investment banks and public and
private companies.
Michiaki (Mike)
Tsurumi. Mr. Tsurumi has been serving as a member of the board
of directors of ValueRich, Inc. since June 2006. He worked with Sony Corporation
in various capacities for nearly 40 years. Mr. Tsurumi most recently headed up
Sony Europe GmbH as President until his retirement in 2004. During this time he
oversaw 8.4 billion euro revenue growth in just three years, and oversaw 13,000
employees. While serving as the President of Sony Broadcast Media Co. Ltd. and
later as Corporate Officer in charge of Broadcast and Telecommunication
Services, Mr. Tsurumi has acquired experience in portfolio management,
infrastructure building for e-business, and marketing and sales experience on a
global scale. Mr. Tsurumi is a Professional Advisor to Solutions Europe, a
division of Sony Europe. Currently residing in Germany, Mr. Tsurumi holds a law
degree from Keio University, Tokyo, Japan.
David
Lemoie. Mr. Lemoie has
served as a member of the board of directors of ValueRich, Inc since March
2008. For the past 16 years, Mr. Lemoie has practiced law
concentrating his practice in the areas of complex commercial, corporate, and
bankruptcy litigation, land use, and corporate transactions. Mr. Lemoie is
admitted to practice and is a member of the bar in Florida, Rhode Island and
Massachusetts. He is also a member of the Federal Bar in the United States
District Courts for the Southern and Middle District of Florida, the District of
Rhode Island, and the District of Massachusetts, and United States Bankruptcy
Courts for the Southern and Middle Districts of Florida. He earned his Juris
Doctor degree from Santa Clara University School of Law in 1991, where he was a
member of the law school’s moot court team and the trial team. He is a 1986
graduate of the University of Rhode Island, with a Bachelor of Science degree in
Civil and Environmental Engineering.
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AUDIT
FUNCTION
Report
of the Audit Committee of the Board of Directors
Our audit committee reviews our financial reporting process on behalf of our
board of directors. In August 2006, our board of directors adopted a written
charter for our audit committee and has re-evaluated it in connection with the
filing of our annual report on Form 10-KSB with the Securities and Exchange
Commission. In fulfilling its responsibilities, the audit committee has reviewed
and discussed the audited financial statements contained in the annual report on
Form 10-KSB for our fiscal year ended December 31, 2007 with our management and
our independent registered public accounting firm, Chisholm, Bierwolf &
Nilson, LLC. Our management is responsible for the financial
statements and the reporting process, including the system of internal controls.
Chisholm, Bierwolf & Nilson, LLC is responsible for expressing an opinion on
the conformity of those audited financial statements with accounting principles
generally accepted in the United States.
The
audit committee has discussed with Chisholm, Bierwolf & Nilson, LLC the
matters required to be discussed by the statement on Auditing Standards No. 61,
as amended (AICPA, Professional Standards, Vol.
1. AU section 380), as adopted by the Public Company Accounting Oversight Board
in Rule 3200T, and has received the written disclosures and the letter from
Chisholm, Bierwolf & Nilson, LLC required by Independence Standards Board
No. 1 (Independence Standards Board No. 1, Independence Discussions with Audit
Committees), as adopted by the Public Company Accounting Oversight Board
in Rule 3600T, and has discussed with Chisholm, Bierwolf & Nilson, LLC its
independence. The audit committee has also considered whether, and determined
that, the independent registered public accounting firm’s provision of other
non-audit services to us is compatible with maintaining Chisholm, Bierwolf &
Nilson, LLC independence.
Based on the review and discussions referred to above, the audit committee
recommended to our board of directors (and our board of directors approved) that
the audited financial statements be included in our annual report on Form 10-KSB
for our fiscal year ended December 31, 2007, for filing with the Securities and
Exchange Commission.
Respectfully submitted on by the members of the audit committee of the board of
directors.
Michiaki
Tsurumi
David
Lemoie
Audit
Fees and all other Fees
During
2007, Chisholm, Biewolf & Nilson, LLC, billed us a total of $34,000 for
audit and other services as follows:
• Audit
fees of $24,000 which consist of fees related to professional services rendered
in connection with the audit of our consolidated financial statements from
inception through the period ending December 31, 2005;
• Audit-related
fees of $10,000 which consist of fees for assurance and related services that
are reasonably related to the performance of the audit and the review of our
financial statements and which are not reported under “Audit Fees.”
Chisholm,
Biewolf & Nilson, LLC did not provide or bill for and was not
paid any fees for tax compliance, tax advice or tax planning services for the
year ended December 31, 2007 or any other services.
Audit
Committee Pre-Approval Policy
The audit committee reviews and pre-approves all audit fees and any permitted
non-audit services to be provided by our independent auditors. The chairman of
the audit committee has the authority to pre-approve any additional audit or
permitted non-audit services provided to the Company. Any such additional audit
or permitted non-audit services pre-approved by the chairman are presented to,
and ratified by, the entire audit committee at the next regularly scheduled
meeting of the audit committee. All of the audit fees listed above were
approved in accordance with our pre-approval policy.
--------------------------------------------------------------------------------
PROPOSAL
TWO
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Chisholm,
Bierwolf & Nilson, LLC has been our independent registered public accounting
firm since June 2005.
Ratification of the selection of Chisholm, Bierwolf & Nilson, LLC by our
stockholders is not required by law. As a matter of policy, however, the
selection is being submitted to our stockholders for ratification at the annual
meeting.
We anticipate that representatives of Chisholm, Bierwolf & Nilson, LLC will
be available for the purpose of responding to appropriate questions. At the
annual meeting, the representatives of Chisholm, Bierwolf & Nilson, LLC will
be afforded an opportunity to make a statement if they so desire.
Our board of directors
unanimously recommends that you vote FOR ratification of the selection of
Chisholm, Bierwolf & Nilson, LLC as our independent registered public
accounting firm for our fiscal year ending on December 31,
2008.
EXECUTIVE COMPENSATION
The following table discloses the total compensation we paid to our principal
executive officer and the two other most highly compensated executive officers
in our 2007 and 2006 fiscal years.
SUMMARY
COMPENSATION TABLE
Annual Compensation Name andPrincipal Position Year Salary($) Bonus($) OptionAwards(1) All OtherCompensation Joseph Visconti 2007 $ 196,763 200,000 $ 396,763 2006 120,000 $ 120,000 Gregg W. Lowenstein 2007 $ 120,000 75,839 $ 195,839 2006 75,000 44,583(1) $ 119,583 David A. Willson, Editor in Chief 2007 $ 67,257 $ 67,257 2006 $ 57,000 $ 57,000
(1)
Received by Mr. Lowenstein for sales commissions earned in connection with our
expos and advertising in the ValueRich Magazine.
--------------------------------------------------------------------------------
No stock
options were issue to or exercised by our executive officers during the last
fiscal year.
DIRECTOR
COMPENSATION
No compensation was paid to our directors for their services as a director
during our fiscal year ended December 31, 2007 and therefore the Director
Compensation Table has been omitted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our common stock and warrants to purchase shares of our common
stock as of June 3, 2008 by (i) each person (or group of affiliated persons) who
is known by us to own more than five percent of the outstanding shares of our
common stock, (ii) each of our directors and executive officers, and (iii) all
of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with SEC rules and generally
includes voting or investment power with respect to securities. The principal
address of each of the stockholders listed below except as indicated is c/o
ValueRich, Inc., 1804 N. Dixie Highway, Suite A, West Palm Beach, Florida
33407. We believe that all persons named in the table have sole
voting and investment power with respect to shares beneficially owned by them.
All share ownership figures include shares issuable upon exercise of options or
warrants exercisable within 60 days of June 3, 2008, which are deemed
outstanding and beneficially owned by such person for purposes of computing his
or her percentage ownership, but not for purposes of computing the percentage
ownership of any other person.
PRINCIPAL STOCKHOLDERS TABLE
Name of Owner Shares Owned Percentage of SharesOutstanding Joseph Visconti 3,838,307 44% Vision Capital Advisors LLC 464,286 5% Spencer Trading 550,000 6% All officers and directors as a group (1 persons) 3,838,307 44%
--------------------------------------------------------------------------------
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended, and the related
rules of the Securities and Exchange Commission require our directors and
executive officers and beneficial owners of more than 10% of our common stock to
file reports, within specified time periods, indicating their holdings of and
transactions in our common stock and derivative securities. Based solely on a
review of such reports provided to us and written representations from such
persons regarding the necessity to file such reports, we are not aware of any
failures to file reports or report transactions in a timely manner during our
fiscal year ended December 31, 2007.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
None of
our directors nor any of our executive officers nor any person who
beneficially owns, directly or indirectly, shares carrying more than 5% of our
common stock, nor any members of the immediate family (including spouse,
parents, children, siblings, and in-laws) of any of the foregoing persons, has
any material interest, direct or indirect, in any transaction, or series of
transactions, that we have entered into since our incorporation or any proposed
transaction or series of transactions worth over $120,000 per
year. However, we do lease office space form our Chief Executive
Officer at $34,200 per year and during the year our Chief Executive Officer
advanced $62,167 to the Company, none of which was outstanding at year end.
Various shareholders have made loans convertible into common stock to the
Company in prior years of which $79,500 was outstanding at year
end.
Pursuant
to its charter, the Company’s Audit Committee, shall review and, if appropriate,
approve all proposed related party transactions. For this purpose,
“related party transactions” are defined as those transactions required to be
disclosed as such pursuant to applicable SEC and Amex rules.
AVAILABILITY
OF REPORT ON FORM 10-KSB
Our audited consolidated financial statements are included in our annual report
on Form 10-KSB for the fiscal year ending December 31, 2007 filed with the
Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.
Upon your written request, we will provide to you a complimentary copy of our
2007 annual report on Form 10-KSB as filed with the Securities and Exchange
Commission. Your request should be mailed to ValueRich, Inc., Attention:
Corporate Secretary, 1804 N. Dixie Highway, Suite A, West Palm Beach, Florida
33407. A complimentary copy may also be obtained at the internet
website maintained by the Securities and Exchange Commission at www.sec.gov.
NOTICE
REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS
The Securities and Exchange Commission has adopted rules that permit companies
and intermediaries (e.g., brokers) to satisfy the delivery requirements for
proxy statements with respect to two or more shareholders sharing the same
address by delivering a single proxy statement addressed to those shareholders.
This process, which is commonly referred to as “householding,” potentially means
extra convenience for shareholders and cost savings for companies and
intermediaries. A number of brokers and other intermediaries with account
holders who are our shareholders may be householding our shareholder materials,
including this proxy statement. In that event, a single proxy statement will be
delivered to multiple shareholders sharing an address unless contrary
instructions have been received from the affected shareholders. Once you have
received notice from your broker or other intermediary that it will be
householding communications to your address, householding will continue until
you are notified otherwise or until you revoke your consent, which is deemed to
be given unless you inform the broker or other intermediary otherwise when you
receive or received the original notice of householding. If, at any time, you no
longer wish to participate in householding and would prefer to receive a
separate proxy statement, please notify your broker or other intermediary to
discontinue householding and direct your written request to receive a separate
proxy statement to us at: ValueRich, Inc., Attention: Corporate Secretary, 1804
N. Dixie Highway, Suite A, West Palm Beach, Florida 33407 or by calling us at
(561) 832-8878. Shareholders who currently receive multiple copies of the proxy
statement at their address and would like to request householding of their
communications should contact their broker or other intermediary.
* * *
By
order of the board of directors,
/s/
Joseph Visconti
Joseph
Visconti
Chairman
and Chief Executive Officer
Dated:
June 3, 2008
--------------------------------------------------------------------------------
Appendix
A
August
2006
VALUERICH,
INC.
AUDIT COMMITTEE
CHARTER
Purpose of the
Committee
The purpose of the Committee shall be
to assist the Board of Directors in its oversight of the integrity of the
financial statements of the Company, of the Company’s compliance with legal and
regulatory requirements, of the independence and qualifications of the
independent auditor, and of the performance of the Company’s internal audit
function and independent auditors.
In fulfilling this purpose, it is the
responsibility of the Committee to provide an open avenue of communication
between the Board of Directors, management, and the independent auditors. The
Committee is to be the Board of Directors’ principal agent in ensuring the
independence and objectivity of the independent auditors, the integrity of
management, and the adequacy of disclosure to shareholders. The independent
auditors are ultimately accountable to the Board of Directors and the Committee,
as representatives of the Company’s shareholders; however, the Committee has the
sole authority to select, evaluate, and, where appropriate, replace the
independent auditors.
The Committee members are not acting as
professional accountants or auditors, and their functions are not intended to
duplicate or substitute for the activities of management and the independent
auditors. The Committee serves a Board-level oversight role in which it provides
advice, counsel and direction to management and the independent auditors on the
basis of information it receives, discussions with the accountants and the
experience of the Committee’s members in business, financial and accounting
matters.
Authority of the
Committee
The Committee has the authority to
investigate any activity of the Company within its scope of responsibilities,
and shall have unrestricted access to members of management and all information
relevant to its responsibilities. All employees are directed to cooperate as
requested by members of the Committee. The Committee is empowered to retain
persons having special competence as necessary to assist the Committee in
fulfilling its responsibility.
Composition of the
Committee
The
Committee shall be comprised of at least two members, all of whom shall meet the
requirements and qualifications of the United States Securities and Exchange
Commission (the “SEC”) and the American Stock Exchange (“AMEX”).
Specifically,
each Committee member shall: (i) be “independent”, as defined in Section 121A of
the Amex Company Guide; (ii) meet the criteria for independence set forth in
Rule 10A-3 of the Securities Exchange Act of 1934, as amended; (iii) not have
participated in the preparation of the financial statements of the Company at
any time during the past three years; and (iv) be able to read and understand
fundamental financial statements, including a company’s balance sheet, income
statement, and cash flow statement.
In
addition, at least one member of the Committee shall be an “Audit Committee
Financial Expert” as defined by the SEC, and otherwise meet the experience
requirements of Section 121B(2)(ii) of the Amex Company Guide.
The
Committee members shall be appointed, and may be replaced, by the Company’s
Board of Directors.
Meetings of the
Committee
The
Committee shall meet, either in person or telephonically, at least quarterly.
Prior to each meeting, the Chairman of the Committee may communicate with the
independent auditors to review the agenda and solicit input on any additional
topics that should be covered. The Committee shall also meet
periodically, at the discretion of the Chairman of the Committee, with Company’s
management, and the independent auditor in separate executive
sessions.
Attendance at Meetings of
the Committee
Members of the Committee are expected
to use all reasonable efforts to attend each meeting. The Chairman may also
request that members of management, the Company’s outside counsel or the
independent auditor attend a meeting of the Committee, or meet with any members
of, or consultants to, the Committee.
--------------------------------------------------------------------------------
Minutes of Meetings of the
Committee
Minutes of each meeting shall be
prepared under the direction of the Chairman of the Committee and circulated to
Committee members for review and approval. Copies are then to be made available
to the Company directors who are not members of the Committee, the independent
auditors and the Company’s Chief Financial Officer.
Specific Responsibilities of
the Committee
General
Matters
The
Committee shall:
1. Oversee the work and compensation of the independent auditor in connection with the preparation by the independent auditor of its audit report.
2. Review the scope of the independent auditor’s audit examination, including their engagement letter, prior to the annual audit. Review and approve the audit fees agreed upon by management. Approve any permitted non-audit services to be provided by the independent auditors. The Chairman has the authority to approve any additional audit or permitted non-audit services provided to the Company, provided that the approval of such services is ratified by the entire Committee at the next regularly scheduled Committee meeting.
3. Have the authority to recommend to the Board of Directors the retention or replacement of the independent auditors, and provide a written summary of the basis for any recommended change (subject, if applicable, to shareholder ratification). The independent auditor shall report directly to the Committee.
4. To review and approve the internal corporate audit staff functions, including: (i) purpose, authority and organizational reporting lines: (ii) annual audit plan, budget and staffing; and (iii) concurrence in the appointment, compensation and rotation of the internal audit staff.
5. Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Committee.
Financial Statement and
Disclosure Matters
The Committee shall:
1. Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management’s discussion and analysis, and recommend to the Board of Directors whether the audited financial statements should be included in the Company’s Form 10-K.
2. Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the quarterly financial statements.
3. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
4. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.
5. Review and discuss quarterly reports from the independent auditors on: (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (c) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
6. Discuss with management the Company’s earnings press releases, including the use of “pro forma” or adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.
--------------------------------------------------------------------------------
7. Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements, if any.
8. Discuss with management the Company’s major risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
9. Review disclosures made to the Committee by the Company’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.
Oversight of the Company’s
Relationship with the Independent Auditor
The Committee shall:
1. Review and evaluate the lead partner of the independent auditor team.
2. Obtain and review a report from the independent auditor at least annually regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years with respect to one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provisions of the permitted non-audit services is compatible with maintaining the auditor’s independence, taking into account the opinions of management. The Committee shall present its conclusions with respect to the independent auditor to the Board of Directors.
3. Oversee the rotation of the audit partners as required by law.
4. Meet with the independent auditor to discuss the planning and staffing of the audit.
Compliance Oversight
Responsibilities
The Committee shall:
1. Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated.
2. Obtain reports from management and the independent auditor that the Company and its subsidiaries are in conformity with applicable legal requirements and the Company’s Code of Ethics for Financial Management. Advise the Board of Directors with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Ethics for Financial Management.
3. Review on an on-going basis for potential conflicts of interest, and approve if appropriate, all “Related Party Transactions” of the Company as required by Section 120 of the Amex Company Guide. For purposes of this Charter, “Related Party Transactions” shall mean those transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404.
4. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by the employees of concerns regarding the questionable accounting or auditing matters.
5. Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies.
6. Discuss with the Company’s outside counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.
Limitation of Committee’s
Role
While the
Committee has the responsibilities and powers set forth in this Charter, it is
not the duty of the Committee to plan or conduct audits or to determine that the
Company’s financial statements and disclosures are complete and accurate and are
in accordance with the generally accepted accounting principles and applicable
rules and regulations. These are the responsibilities of management
and the independent auditor.
--------------------------------------------------------------------------------
VALUERICH,
INC.
2008
ANNUAL MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
PROXY The undersigned, revoking all previous proxies, hereby appoints Joseph Visconti as proxy, acting jointly and severally, with full power of substitution, for and in the name of the undersigned to vote all shares of common stock, par value $.001 per share, of ValueRich, Inc., that the undersigned would be entitled to vote if present in person at the annual meeting of stockholders to be held on Tuesday, July 1, 2008 , at 3:00 p.m. Eastern Daylight Time, at the, and at any adjournment, on the matters described in the accompanying proxy statement and on any such other matters as may properly come before the annual meeting. The proxies are directed to vote or refrain from voting as checked on the reverse side on the matters listed on the reverse side, and otherwise may vote in their discretion. This proxy granted by this card will be voted in the manner directed on the reverse side by the undersigned stockholder. If no direction is specified, this proxy will be voted “FOR ALL NOMINEES” in Item 1 and “FOR” Item 2. With respect to any other matters that properly come before the annual meeting, the proxies may vote at their discretion. The board of directors currently knows of no other business that will come before the annual meeting. If at the time of the annual meeting any of the nominees listed on this proxy card are unable to serve, this proxy will be voted for any other person or persons, if any, that the board of directors designates.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN ITEM 1
AND
“FOR”
ITEM 2.
Item
1. Election of the following director nominees to serve for the following
year and until his successor is elected:
Nominees
are: Joseph Visconti, Michiaki Tsurumi and David Lemoie
FOR ALL NOMINEES WITHHOLD AUTHORITY FORALL NOMINEES WITHHELD FOR THE FOLLOWING ONLY:(WRITE THE NAME(S) OF THENOMINEE(S) IN THE SPACE BELOW)
Item
2. Ratification of the selection of Chisholm, Bierwolf & Nilson, LLC as
the Company’s independent registered public accounting firm for our fiscal year
ending December 31, 2008.
FOR AGAINST ABSTAIN
Mark here
if your address has changed and provide us with your new address in the space
provided below:___________________________
New
Address: ________________________________________
Dated:
_________________, 2008
Signature(s)
of Stockholder(s)
Title
Please
mark, date and sign exactly as your name appears on this proxy card and return
in the enclosed envelope. If acting as executor, administrator, trustee,
guardian, etc., you should so indicate when signing. If the signer is a
corporation, please sign the full corporate name, by a duly authorized officer.
If shares are held jointly, each stockholder named should sign.
--------------------------------------------------------------------------------
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