PROXY STATEMENT FOR THE 2013 SPECIAL MEETING
OF STOCKHOLDERS
June 28, 2013
The enclosed proxy is solicited
by the Board of Directors (the “Board”) of Wikifamilies, Inc., a Nevada corporation (“we”, “our”
or “us”) for use in voting at the 2013 Special Meeting of Stockholders (“Special Meeting”) to be held on
June 28, 2013 at 10:00 AM and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Special Meeting
of Stockholders. This Proxy Statement and the accompanying proxy card are being mailed to stockholders on or about May 31, 2013.
TABLE OF CONTENTS
Section
|
Page Number
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General Information
|
4
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Proposal I
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7
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Proposal II
|
8
|
Proposal III
|
10
|
Changes in Control
|
13
|
Security Ownership of Certain Beneficial Owners and Management
|
13
|
Interests of Certain Persons in Matters to be Acted Upon
|
13
|
Section 16(a) Reporting Compliance Disclosure
|
13
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Other Business
|
14
|
Director Candidate Nominees for 2014 Annual Meeting
|
14
|
Stockholder Proposals for 2014 Annual Meeting
|
14
|
Questions
|
14
|
For More Information
|
15
|
Financial Statements Available
|
15
|
Householding Information
|
15
|
Appendix A – Proposed Amendment to Articles of Incorporation
|
16
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Proxy for Special Meeting of Stockholders
|
17
|
|
|
WIKIFAMILIES, INC.
PROXY STATEMENT
|
GENERAL INFORMATION
The enclosed proxy
is solicited on behalf of the Board of Directors (the “Board”) of Wikifamilies, Inc., now known as Clairnet, Ltd. (“Wikifamilies”
or the “Company”) for use at the Special Meeting of Stockholders to be held on June 28, 2013 at 10:00 a.m., Pacific
Time (the “Special Meeting”), or at any and all adjournments or postponements thereof, for the purposes set forth in
this proxy statement and in the accompanying Notice of Special Meeting of Stockholders. The Special Meeting will be held at our
principal executive offices located at 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071.
The purpose of
the Special Meeting is to obtain the Consent of the Stockholders to:
1.
|
|
Approve
the
change
of
the
Company’s
name
from
“Clairnet,
Ltd.”
to
“Gepco,
Ltd.”
1
;
|
|
|
|
2.
|
|
Approve an increase in its authorized shares of Common
Stock from 100,000,000 shares to 250,000,000 shares and to authorize the issuance of up to 15,000,000 shares of blank check preferred
stock; and
|
|
|
|
3.
|
|
Ratify the Custodian’s appointment of a new Board
of Directors.
|
These proxy solicitation
materials are to be mailed on or about May 31, 2013 to all stockholders of record entitled to vote at the Special Meeting.
Record Date and Voting
Securities
Only stockholders
of record on the close of business on May 13, 2013 (the “Record Date”) are entitled to notice of and to vote at the
Special Meeting. As of the close of business on the Record Date, 41,582,555 shares of our Common Stock were issued and outstanding
and held of record by approximately 185 stockholders, including the Depository Trust Company of New York which holds shares of
our Common Stock on behalf of an indeterminate number of beneficial owners. A list of those stockholders will be available for
inspection by any stockholder for any purpose germane to the Special Meeting for ten (10) days before the Special Meeting,
during ordinary business hours, at our headquarters located at 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071.
Proxy Solicitation and Voting Information
We
are paying the costs of solicitation, including the cost of preparing and mailing this Proxy Statement. Proxies are being solicited
primarily by mail, but in addition, the solicitation by mail may be followed by solicitation in person, or by telephone or facsimile,
by our regular employees without additional compensation. We will reimburse brokers, banks and other custodians and nominees for
their reasonable out-of-pocket expenses incurred in sending proxy materials to our stockholders.
YOUR VOTE IS IMPORTANT.
PLEASE VOTE AS SOON AS POSSIBLE BY COMPLETING, SIGNING AND DATING THE PROXY CARD ENCLOSED WITH THIS PROXY STATEMENT AND RETURNING
IT IN THE POSTAGE-PAID ENVELOPE WE HAVE ENCLOSED FOR YOUR CONVENIENCE. PLEASE READ THE INSTRUCTIONS ON THE PROXY CARD REGARDING
YOUR VOTING OPTIONS.
Who May Vote?
If
you were a stockholder on our records at the close of business on May 13, 2013, you may vote at the Special Meeting. On that day,
there were 41,582,555 shares of Common Stock issued and outstanding.
1
On December 3, 2012, former
management of the Company filed an amendment to the Company’s articles of incorporation with the Secretary of State of the
State of Nevada changing the Company’s name from “Wikifamilies, Inc.” to “Clairnet, Ltd.” without
proper approval of the Company’s shareholders and without compliance with the proxy rules. Thus, the current Board and management
has taken the position that such name change was not effective and instead seeks to change the name to Gepco, Ltd. through appropriate
compliance with Nevada law and Regulation 14A promulgated under the Securities Exchange Act of 1934.
If
your shares are held through an intermediary such as a broker or a bank, you will not be entitled to vote at the meeting unless
you present a proxy signed by the intermediary that entitles you to vote in person. To simplify the voting process, the Board of
Directors asks all stockholders who hold shares through intermediaries to complete the proxy card and vote through the intermediary,
even if they intend to attend the meeting in person.
How Many Votes
Do I Have?
Holders
of Common Stock are entitled to cast one vote for each share held by them on the record date. Our Certificate of Incorporation
and By-Laws do not provide for cumulative voting. The board requests your proxy to insure that your shares will count toward a
quorum and be voted at the Special Meeting.
How May I Vote?
Your
vote is important. You may always vote in person at the Special Meeting. Because many stockholders cannot attend the
Special Meeting in person, it is necessary that a large number be represented by proxy. Under Nevada law, stockholders may submit
proxies electronically. Stockholders who hold their shares in a brokerage account may have the choice of voting over
the Internet, by using a toll-free telephone number, or by completing a proxy card and mailing it in the postage-paid envelope
provided. Please refer to the proxy card provided by your broker for details regarding the availability of electronic
voting. Please also be aware that if you vote over the Internet, you may incur costs such as telephone and Internet
access charges for which you will be responsible.
If
you are a holder of record, you may also be able to vote electronically over the Internet. Please refer to the proxy card provided
for details regarding the availability of electronic voting. Please also be aware that if you vote over the Internet,
you may incur costs such as telephone and Internet access charges for which you will be responsible.
How Will The Board
Vote My Proxy?
A
properly executed proxy received by our secretary prior to the meeting, and not revoked, will be voted as directed by the stockholder.
If you sign, date and return your proxy card without indicating how you want to vote, your proxy will be voted as recommended by
the board. If you provide no specific direction, your shares will be voted
FOR
the three proposals enumerated
herein. If any other matter should be presented at the Special Meeting upon which a vote may properly be taken, the
shares represented by the proxy will be voted in accordance with the judgment of the holders of the proxy.
How Can I Revoke
My Proxy?
If
you hold our shares in registered form, you may change your mind and revoke your proxy at any time before it is voted at the meeting
by:
|
£
|
Sending a written revocation of your proxy to our secretary, which must be received by us before the Special Meeting commences;
|
|
£
|
Transmitting a proxy by mail at a later date than your prior proxy, which must be received by us before the Special Meeting commences; or
|
|
£
|
Attending the Special Meeting and voting in person or by proxy or over the internet.
|
If
you hold your shares through a broker or other intermediary, you will need to contact your intermediary if you wish to revoke your
proxy.
Voting Shares Held
by Brokers, Banks and Other Nominees
If
you hold our shares in a broker, bank or other nominee account, you are a “beneficial owner” of shares that are registered
in “street name.” In order to vote your shares, you must give voting instructions to the bank, broker or other intermediary
that serves as the “nominee holder” of your shares. We ask brokers, banks and other nominee holders to obtain voting
instructions from the beneficial owners of our shares. Proxies that are transmitted by nominee holders on behalf of beneficial
owners will count toward a quorum and will be voted as instructed by the nominee holder. If a beneficial owner fails to instruct
a broker or other nominee, his shares will not be voted on any matter other than the election of directors. The shares will, however,
be voted by brokers and other nominee holders for the election of the directors nominated by the board.
Upon What Matters
Are Shareholders Entitled to Vote?
Holders
of Common Stock are entitled to vote on all matters brought before this Special Meeting.
Required Quorum
Our
By-Laws specify that the holders of a majority of our outstanding shares entitled to vote will constitute a quorum for purposes
of the meeting. This provision will require the holders of at least 20,791,278 shares of our Common Stock to be represented at
the Special Meeting in person or by proxy.
Required Vote
With
respect to the various proposals included in this Proxy Statement:
1.
|
|
Approve the change of the Company’s name from
“Clairnet, Ltd.” to “Gepco, Ltd.”;
|
|
|
|
2.
|
|
Approve an increase in its authorized shares of Common
Stock from 100,000,000 shares to 250,000,000 shares and to authorize the issuance of up to 15,000,000 shares of blank check preferred
stock; and
|
|
|
|
3.
|
|
Ratify the appointment of the Board of Directors by the Custodian.
|
Any
vote that is characterized as an abstention is not counted as a vote cast. Broker non-votes that relate to shares held for the
benefit of beneficial owners who do not provide voting instructions are not counted as votes cast. Abstentions and broker non-votes
are, however, considered as shares present at the meeting for purposes of determining the presence of a quorum.
We
are not aware of any business that will be presented for consideration at the meeting other than the matters described in this
Proxy Statement. If any other matters are properly brought before the meeting, the persons named on the enclosed proxy card will
vote on such matters in accordance with their best judgment.
* * * * *
PROPOSAL I
TO CHANGE THE NAME OF THE COMPANY
FROM “CLAIRNET, LTD.”
TO “GEPCO, LTD.”
General
On April 19, 2013,
the Company’s Board of Directors unanimously approved an amendment to the Company’s Articles of Incorporation to change
in the Company’s name from “Clairnet, Ltd.” to “Gepco, Ltd.,” subject to Stockholder approval, and
recommended the Stockholders approve such amendment.
Principal Reasons for Name Change
On April 8, 2013,
the Eighth District Court of the State of Nevada appointed Trisha Malone as Custodian of Wikifamilies, Inc. (now known as Clairnet,
Ltd.) pursuant to section 78.347 of the Nevada Revised Statutes, and authorized her to appoint a new Board of Directors, to continue
the business of the Company, and to bring current the Company’s filings with the SEC. A copy of said order is attached as
Exhibit A hereto. The appointment was made pursuant to a petition filed by Trisha Malone with the Court on February 27, 2013, to
become Custodian of the Company due to former management’s malfeasance and nonfeasance in allowing the filings with the SEC
to become delinquent, exposing the Company to potential revocation of registration proceedings under Section 12j of the Securities
Exchange Act of 1934 and a potential trading suspension under Section 12k of the Securities Exchange Act, and in failing to maintain
the business of the Company.
The Court also nullified
the issuance of shares of Company Common Stock issued as a result of the Exchange Agreement entered into between the Company and
Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012 and the Technology License Agreement between the Company and Clairnet,
Ltd., a Hong Kong corporation. Among the nonfeasance of the prior management was the failure to effect the change of the Company's
name from Wikifamilies, Inc. to Clairnet, Ltd. in the marketplace, by notification to FINRA. Prior to being known as Clairnet,
Ltd., the Company was known as Wikifamilies, Inc., to reflect the business plan of operations of its foreign subsidiary, Wikifamilies,
S.A. However, Wikifamilies, S.A. was returned to its founders by reason of a Rescission Agreement executed between the founders
and the Company on September 8, 2012.
The Board of Directors
proposes a change of name to Gepco, Ltd., in order for the Company not to be associated with either of its two former business
plans of operations.
If, or when, the
Company obtains the requisite stockholders’ approval of the name change, the Company intends to file a Certificate of Amendment
to its Articles of Incorporation with the Nevada Secretary of State to effect the name change. The effective date of the name change
will be the date such Certificate of Amendment is filed. However, the Board of Directors reserves the right to abandon
the name change at any time prior to the effective date if it deems it appropriate to do so in its sole discretion. The form of
the Certificate of Amendment to its Articles of Incorporation that the Company would file with the Nevada Secretary of State to
effectuate the name change, if approved by the Stockholders, is attached hereto as Appendix A.
Vote Required
Pursuant to Section
78.390 of the Nevada Revised Statutes, or the “NRS,” the approval of a majority of a Company’s voting power is
required in order to effect the name change. Accordingly, the Company is seeking your consent to approve of the name change.
Board of Directors Recommendation
The Board of Directors
unanimously recommends that the Stockholders approve the amendment to the Company’s Articles of Incorporation to change the
name of the Company from “Clairnet, Ltd.” to “Gepco, Ltd.”
* * * * *
PROPOSAL II
TO APPROVE INCREASE IN AUTHORIZED SHARES
OF THE COMMON STOCK OF THE COMPANY FROM 100 MILLION TO 250 MILLION AND TO AUTHORIZE THE ISSUANCE OF 15,000,000 SHARES OF BLANK
CHECK PREFERRED STOCK
TO AMEND OUR CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES FROM 100 MILLION TO 250 MILLION SHARES AND TO AUTHORIZE THE ISSUANCE OF 15,000,000
SHARES OF BLANK CHECK PREFERRED STOCK
Our Certificate of Incorporation
currently provides us with the authority to issue up to 100,000,000 shares of Common Stock, par value $.001 per share. As of May
13, 2013, we had
41,582,555
shares of Common Stock issued and outstanding, and had issued no
vested options and warrants.
The Board of Directors
believes it to be generally in the best interests of us and our stockholders to amend our Certificate of Incorporation, to increase
the authorized number of shares of Common Stock by 150,000,000, from 100,000,000 shares to 250,000,000 and to authorize 15,000,000
shares of blank check preferred, for a total authorized number of shares of stock of 265,000,000 (the “Proposed Amendment”).
Therefore, by action of the Board of Directors taken on April 19, 2013, the Board of Directors adopted a proposed Certificate of
Amendment to our certificate of incorporation, increasing increase the authorized number of shares of Common Stock by 150,000,000,
from 100,000,000 shares to 250,000,000 and to authorize 15,000,000 shares of blank check preferred, for a total authorized number
of shares of stock of 265,000,000.
The Board of Directors
believes that the proposed increase in the number of authorized shares of Common Stock will provide us with the flexibility we
need to conduct our business. The Board of Directors also believes that the Proposed Amendment will provide us with greater flexibility
in capitalization, including potential future equity and/or convertible debt offerings (which would have a dilutive effect) and
consideration for funding ongoing operations , growth and strategic investments , by increasing authorized capital to allow issuance
of additional shares of Common Stock, though except as stated above, there are no current finalized arrangements by us that would
result in the issuance of the additional authorized shares, nor do we have any current plans to enter into a business combination
or merger.
It would not be unreasonable
to see the need for additional funding in the near future in order to be able to fund operations and expansion as we move to fulfill
our business plan. Our recently announced acquisition of 60% of the issued and outstanding stock of RC One, which is the first
acquisition in our business plan, calls for payment of $50,000 per month over 12 months. At current stock prices hovering around
$0.04, assuming a 50% discount to market (i.e.: the purchase price per share would be $0.02), each $50,000 payment will require
us to sell 2.5 million shares of our Common Stock, or 30 million shares of our Common Stock in total. While no specific numbers
have been discussed, it is clear that any substantial raise above and beyond financing the payments due for the above acquisition,
could put us in substantial risk of exceeding our authorized shares.
We have also asked for
the ability to authorize 15 million shares of “blank check” preferred stock which will allow the board to authorize
the issuance of one or more series of Preferred Stock without stockholder approval.
So, an increase of 150
million shares of Common Stock would be appropriate to allow for the anticipated raise, and to allow us enough flexibility to manage
our operations and equity needs for the foreseeable future without the need for us to seek further shareholder approvals of incremental
increases in our total share authorization.
The additional shares
of Common Stock for which authorization is sought will have the same terms and rights as the shares of Common Stock now authorized.
Subject to applicable provisions of law, the proposed additional shares of Common Stock may be issued at such time and on such
terms and conditions as the board may determine without further approval by the stockholders.
The preferred stock would
be issued in one or more classes or series with each class or series having such rights and preferences as our board may determine
when authorizing the class or series. This type of class of securities is commonly referred to as “blank check” preferred
stock.
If Proposal No. 2 is approved
by you, shares of our preferred stock will be available for issuance from time to time for such purposes and consideration as our
Board of Directors may approve. No further vote of our stockholders will be required in connection with the authorization of a
class or series of preferred stock or the issuance of shares of an authorized class or series, unless otherwise required by applicable
law or the rules of the American Stock Exchange.
We have no present plans
to authorize any series of preferred stock or to issue any shares within a class or series of preferred stock.
In the event that our
Board of Directors does authorize, designate and issue shares of preferred stock, our board may exercise its discretion in establishing
the terms of such preferred stock. In the exercise of such discretion, our board may determine the voting rights, if any, of the
class or series of preferred stock being authorized, which could include the right to vote separately or as a single class with
our Common Stock and/or other classes or series of preferred stock, including with respect to the election of directors; to have
more or less voting power per share than that possessed by our Common Stock or other classes or series of preferred stock; and
to vote on certain specified matters presented to our stockholders or on all of such matters or upon the occurrence of any specified
event or condition. On our liquidation, dissolution or winding up, the holders of any class or series of preferred stock may be
entitled to receive preferential cash distributions fixed by our board when creating the particular class or series of preferred
stock before the holders of our Common Stock are entitled to receive anything. The board will also have the discretion to provide
the dividend rights and dividend rate of any class or series of preferred stock. Preferred stock authorized by our board could
be redeemable or convertible into shares of any other class or series of our capital stock.
Possible Effects of Increase in Authorized
Common Stock and Authorization of Blank Check Preferred Stock
If this proposal is approved
by the stockholders, the Board of Directors will have the authority to issue the additional authorized shares of Common Stock,
or any part thereof, without further action by the stockholders except as required by law or applicable requirements of self-regulatory
organizations. In addition to the issuance of additional Common Stock, our Certificate of Incorporation would also be amended to
empower the board to authorize the issuance of one or more series of Preferred Stock without stockholder approval. The proposed
increase in the authorized number of shares of Common Stock and authorization of blank check preferred stock could have an anti-takeover
effect, in that additional shares could be issued, within the limits imposed by applicable law, in one or more transactions that
could discourage, delay or make more difficult a change in control or takeover of the Company, although this is not the present
intent of the Board. For example, additional shares could be issued by us to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company and thereby increase the cost of acquiring a given percentage of the outstanding stock.
Similarly, the issuance of additional shares to certain persons allied with our management and/or Board could have the effect of
making it more difficult to remove our current management and/or directors by diluting the stock ownership or voting rights of
persons seeking to cause such removal. Although this Proposal to increase the authorized number of shares of Common Stock has been
prompted by business considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of
any such attempts directed at the Company), stockholders should be aware that approval of the amendment to the Certificate of Incorporation
could facilitate future efforts by us to deter or prevent changes in control of the Company, including transactions in which the
stockholders might otherwise receive a premium for their shares over then-current market prices. In addition, the issuance of additional
shares by us could have an effect on the potential realizable value of a stockholder’s investment. In the absence of a proportionate
increase in our earnings and book value (or decrease in our net loss), an increase in the aggregate number of outstanding shares
of the Common Stock caused by the issuance of additional shares would dilute the earnings per share and book value per share (or
increase the loss per share) of all outstanding shares of our capital stock. If such factors were reflected in the price per share
of Common Stock, the potential realizable value of a stockholder’s investment could be adversely affected. While authorization
of the additional shares will not directly dilute the proportionate voting power or other rights of existing stockholders, future
issuances of Common Stock enabled by authorization of the additional shares could reduce the proportionate ownership of existing
holders of Common Stock, and, depending on the price at which such shares are issued, may be dilutive to the existing stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR RATIFICATION OF THE AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES AND CREATION
OF BLANK CHECK PREFERRED STOCK.
Board of Directors Recommendation
The Company’s
Board of Directors unanimously approved Proposal No. 2 and recommends that Stockholders approve the increase in authorized shares
of Common Stock and issuance of blank check preferred stock, in the form of amendment to Articles of Incorporation attached hereto
as Appendix A.
* * * * *
PROPOSAL III
RATIFICATION OF APPOINTMENT OF DIRECTORS
Nominees
We currently have
two directors, who were appointed by the Court-appointed Custodian. They are Trisha Malone, who is also the Court-appointed Custodian,
and Larry A. Zielke. Both directors will serve until the next Special Meeting of shareholders or when their successors are duly
elected and qualified. Pursuant to the Court Order attached hereto as Exhibit A, we are required to hold a shareholders meeting
to ratify the appointment of directors by the Custodian.
Unless otherwise instructed,
the proxy holders will vote the proxies received by them FOR the ratification of the two directors named below. In the event that
either of such directors are unable or decline to serve as a director at the time of the Special Meeting, the proxies will be
voted for a nominee who shall be designated by the remaining members of the Board of Directors to fill the vacancy. In the event
that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them
in such a manner as will assure the election of the nominees listed below and, in such event, the specific nominees to be voted
for will be determined by the proxy holders. The Board is not aware of any directors who are unable or unwilling to serve as a
director.
Vote Required
The two directors
receiving the highest number of affirmative votes of the shares entitled to be voted shall be ratified as appointed to the Board
of Directors.
THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF THE DIRECTORS LISTED BELOW.
Listed below are the
names, ages and certain information relating to the director nominees who are also incumbent directors:
Name
|
Age
|
Position with Company
|
Trisha Malone
|
38
|
Chief Executive Officer, Chief Financial Officer, Secretary, Director
|
Larry A. Zielke
|
65
|
Vice President, Corporate Counsel and Director
|
Trisha Malone.
Ms. Malone is the Chief Financial Officer and Secretary of Lustros Inc. since April 18, 2012. Ms. Malone has more than 19
years of experience in finance and accounting including experience in corporate governance, securities regulation, financial controls
requirements, and financial management. From 2000 to 2006, Ms. Malone served as Corporate Controller for Xsilogy, Inc., a leading
wireless sensor network company, and as the division controller after Xsilogy’s acquisition by SYS Technologies, Inc., a
public company engaged in government contracting. From 2006 to 2008, Ms. Malone was the Corporate Controller for Satellite Security
Corporation, a developer of satellite tracking systems. Since 2008, Ms. Malone has been self-employed as an independent accounting
consultant and is presently consulting as Corporate Controller for several private companies. From 2007 to 2009, Ms. Malone served
as the Corporate Controller for Lenco Mobile Inc., which operates in the high growth mobile marketing and Internet sectors, and
served as Corporate Secretary for Lenco until June 2010. From June 2010 to September 2012 Ms. Malone served as Chief Financial
Officer and a Director of Wikifamilies, Inc., a public company that operates in the technology services industry. Ms. Malone was
also a Director of Casablanca Mining, Ltd. from its inception on June 27, 2008 until August 30, 2012 and was the Chief Executive
Officer of Casablanca from inception until January 2009 and the Chief Financial Officer from inception through December 2011.
Ms. Malone has a degree in Business Administration from Grossmont College. She has also pursued extended studies in corporate
law, benefits administration, and human resources. Ms. Malone’s extensive experience in finance, accounting, corporate governance,
and securities regulation led to the conclusion that she should serve as a director of the Company.
Larry A. Zielke.
Mr. Zielke has maintained
a commercial law practice in Damascus, Ohio since 2001. Mr. Zielke served as director, Senior Vice-President and General Counsel
of Lustros, Inc. in 2012 during the company’s startup in Chile. From 1994 to 2000, Mr. Zielke was General Counsel and Corporate
Secretary of Sakhalin Energy Investment Company Ltd., resident first in Moscow and subsequently on Sakhalin Island. During this
period, Mr. Zielke was a member of Sakhalin Energy’s Executive Management team that achieved the first export of oil from
Russia by a non-Russian company, was the company’s lead negotiator for project financing from EBRD, OPIC and JEXIM, and was
responsible for risk management and corporate compliance. From 1979 to 1994, he served as in-house counsel to Babcock & Wilcox
and various other affiliates of McDermott International, Inc., which included experience from Cairo to Jakarta while residing in
Dubai, United Arab Emirates. Mr. Zielke holds a Juris Doctor degree from the University of Akron, a B.S. in engineering physics
and a Mechanical Engineer degree from Ohio State University. His engineering background included research for nuclear reactor core
heat transfer design. In addition to being a licensed attorney, he was previously a licensed professional engineer. Mr. Zielke’s
extensive experience in business and the law led to the conclusion that he should serve as a director of the Company.
Director Nomination
Criteria
for Board Membership.
In the future, in selecting candidates for appointment or re-election to the Board, the Board
of Directors will consider the appropriate balance of experience, skills and characteristics required of the Board of Directors.
Nominees for director will be selected on the basis of their depth and breadth of experience, integrity, ability to make independent
analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board
duties. The current board members were selected by the Custodian based upon their experience of working with public companies
and due to their working relationship with respect to Lustros Inc.
Stockholder Nominees.
The
Company’s Board of Directors will consider written proposals from stockholders for nominees for director, provided such proposals
meet the requirements described herein and in our Bylaws. Any such nominations should be submitted to the Board of Directors c/o the
Secretary of the Company at our principal executive offices, located at 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071, and
should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant
to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written Proxy to being named in
the proxy statement as a nominee and to serving as a director if elected); (b) the names and addresses of the stockholders
making the nomination and the number of shares of the Company’s Common Stock which are owned beneficially and of record by
such stockholders; and (c) appropriate biographical information and a statement as to the qualification of the nominee. All
such items should be submitted in the time frame described in the Bylaws of the Company and under the caption, “Deadlines
for Submission of Stockholder Proposal or Nominations” above.
Process for Identifying
and Evaluating Nominees.
The Board believes the Company is well-served by its current directors. In the ordinary
course, absent special circumstances or a material change in the criteria for Board membership, the Board will re-nominate incumbent
directors who continue to qualify for Board service and remain willing to serve as directors. If an incumbent director chooses
not to stand for re-election, or if a vacancy on the Board occurs between annual stockholder meetings, the Nominating Committee
will seek out potential candidates for Board appointment who meet the criteria for selection as a nominee. Director candidates
will be selected based on input from members of the Board, senior management and, if the committee deems it appropriate, a third-party
search firm. The Board will evaluate each candidate’s qualifications and check relevant references; in addition, such candidates
will be interviewed by at least one member of the Board. Candidates meriting serious consideration will meet with all members of
the Board. Based on this input, the committee will evaluate which of the prospective candidates is qualified to serve as a director
and whether the committee should recommend to the Board that this candidate be appointed to fill a current vacancy on the Board,
or presented for the approval of the stockholders, as appropriate. We have not paid any fees to any third party to assist in identifying
or evaluating director candidates. The Nominating Committee will use a similar process to evaluate nominees recommended by Stockholders.
Board Meetings and Committees
Our current Board
held no meetings during the fiscal year ended December 31, 2012. We have no committees of the Board of Directors, and all functions
of an Audit Committee, a Compensation Committee and the Nominating Committee are performed by the full Board of Directors. During
the last fiscal year, no director attended fewer than 75% of the sum of the total number of meetings of the Board of Directors
and the total number of meetings of the committees upon which that director served, held subsequent to his becoming a director
or his appointment to such committee. While members of our Board of Directors are not required to attend our Special Meeting of
stockholders, they are encouraged to attend.
Communication between Stockholders and Directors
Stockholders or other
interested parties may communicate with any director or committee of the Board by writing to them c/o Investor Relations, 9025
Carlton Hills Blvd., Ste. B, Santee, CA 92071 or by sending an e-mail to investorrelations@gepcoltd.com or by calling Trisha Malone
at (909) 708-4303. Comments or questions regarding the Company’s accounting, internal controls or auditing matters should
also be referred to Ms. Malone. All appropriate communications will be compiled by our Secretary and submitted to the Board of
Directors or an individual director, as appropriate, on a periodic basis.
Fees of Independent
Registered Public Accounting Firm and Board Preapproval of Registered Public Accounting Firm Services
See Part III Item
14 of our Form 10-K for the year ended December 31, 2012, a copy of which is being mailed to each shareholders with this Schedule
14A.
STOCKHOLDER PROPOSALS
FOR 2014 ANNUAL MEETING
If
a stockholder wishes to submit a stockholder proposal pursuant to Rule 14a-5(e) of the Exchange Act for inclusion in our Proxy
Statement for the 2014 Annual Meeting of Stockholders, we must receive such proposal and supporting statements, if any, at our
principal executive office at a reasonable time before we begin to print our Annual Meeting proxy statement. A stockholder’s
notice to our secretary must set forth as to each matter the stockholder proposes to bring before the 2014 Annual Meeting of Stockholders:
(1) a brief description of the business desired to be brought before the 2014 Annual Meeting of Stockholders; (2) the reason(s)
for conducting such business at the 2014 Annual Meeting of Stockholders; (3) the name and record address of the stockholder proposing
such business; (4) the class and number of our shares that are beneficially owned by the stockholder proposing such business; and
(5) any financial interest in the proposed business of the stockholder proposing such business.
If
a stockholder wishes to submit a stockholder proposal outside of Rule 14a-5(e) to be brought before the 2014 Annual Meeting of
Stockholders, the stockholder must give timely notice in writing to our secretary. We must receive such notice at our principal
executive office not less than 60 days nor more than 90 days prior to the date of the 2014 Annual Meeting of Stockholders, pursuant
to our By-Laws.
Such
proposals should be submitted in writing to: Wikifamilies, Inc., 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071.
QUESTIONS
Proposals
You should rely only
on the information contained in or incorporated by reference in this Proxy Statement to vote on the proposals herein. We have
not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. You should
not assume that the information contained in the Proxy Statement is accurate as of any date other than the date hereof, and the
mailing of this Proxy Statement to our stockholders shall not create any implication to the contrary.
If you have any questions
regarding the proposals discussed in this Proxy Statement, you should contact: Wikifamilies, Inc., 9025 Carlton Hills Blvd., Ste.
B, Santee, CA 92071.
Common Stock
If
you have any questions with respect to voting your shares, or if you would like additional copies of this Proxy Statement, you
should contact us at 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071.
FOR MORE INFORMATION
We
file quarterly and annual reports on Form 10-Q and Form 10-K, respectively, proxy statements and other information with the Commission.
You may read and copy any reports, statements or other information we file at the Commission’s public reference room, located
at 100 F Street NE, Washington, D.C. 20549. Please call the Commission at (800) 732-0330 for further information on the public
reference room. Our Commission filings are also available to the public via: (1) commercial document retrieval services; (2) the
Commission’s website,
www.sec.gov
; and (3) our website,
www.GEPCOLTD.com
.
FINANCIAL STATEMENTS
AVAILABLE
A
copy of our Form 10-K for the year ended December 31, 2012 is being mailed to each shareholder with this Schedule 14A.
HOUSEHOLDING INFORMATION
As
permitted by the SEC’s proxy statement rules, we will deliver only one copy of our Annual Report to Shareholders or this
proxy statement to two or more shareholders who share an address, unless we have received contrary instructions from one or more
of the shareholders. We will deliver promptly, upon written or oral request, a separate copy of the annual report or proxy statement
to a shareholder at a shared address to which a single copy of the documents was delivered. Conversely, shareholders sharing an
address who are receiving multiple copies of our annual reports or proxy statements may request delivery of a single copy. Such
a request must be directed 9025 Carlton Hills Blvd., Ste. B, Santee, CA 92071, Attention: Shareholders Department. Each request
must include the name of the stockholder, the name of his brokerage firm and the account number of his brokerage account. Please
allow 72 hours from receipt for any such request to take effect.
|
By Order of the Board of Directors
|
|
|
May 16, 2013
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/s/ Trisha Malone
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Santee, CA
|
Trisha Malone, Chief Executive Officer, Chief Financial Officer, Secretary and Director
|
The SEC maintains
a website (http://www.sec.gov) that contains the registration statements, reports, proxy and proxy statements and other information
regarding registrants that file electronically with the SEC such as the Company. You may access the Company’s
SEC filings electronically at this SEC website. These SEC filings are also available to the public from commercial document
retrieval services.
Appendix A
Proposed Amendment to Articles of Incorporation
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After
Issuance of Stock)
1.
|
Name of corporation:
Clairnet, Ltd.
|
2.
|
The articles have been amended as follows (provide article numbers, if available):
|
Article 1 of the Articles of Incorporation is hereby amended to
read as follows:
The name of the corporation is Gepco, Ltd.
Article 2 of the Articles of Incorporation is hereby amended to
read as follows:
The
aggregate number of shares of stock that this Corporation shall have the authority to issue shall be 265,000,000 shares, consisting
of 250,000,000 shares of Common Stock at $.0001 par value per share, and 15,000,000 shares of preferred stock (hereinafter designated
“Preferred Stock”) which may be issued from time to time in one or more classes or series in the sole discretion of
the Board of Directors of the Corporation, and no other class of stock shall be authorized. All of said shares may be issued by
this Corporation from time to time, without prior approval by the stockholders of this Corporation, for such consideration as may
be fixed from time to time by the Board of Directors.
The
Board of Directors of this Corporation is hereby vested with the authority and sole discretion from time to time to prescribe,
pursuant to resolutions to be filed with the Secretary of State of the State of Nevada, the classes, series and number of each
class or series of Preferred Stock, and the designations and the voting powers, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or restrictions thereof, for each such class or series of Preferred
Stock, including without limitation the authority and discretion to prescribe the par value, dividend rights, dividend rate, conversion
rights, voting rights, exchange rights, rights and terms of redemption (including without limitation sinking fund provisions),
redemption price or prices and liquidation preference. The Board of Directors is further vested with the authority and sole discretion
from time to time to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below
the number of shares thereof then outstanding) the number of shares of any such class or series, the number of which was prescribed
by it, subsequent to the issue of shares of such class or series then outstanding, subject to the powers, preferences and rights,
and the qualifications, limitations and restrictions thereof stated in the resolution of the Board of Directors originally prescribing
the number of shares of such class or series. In case the number of shares of any such class or series shall be so decreased, the
shares constituting such decrease shall resume the status which they had prior to the adoption of the resolutions originally prescribing
the number of shares of such class or series. All shares of any one such class or series shall be alike in every particular except
as otherwise provided by these Articles of Incorporation or Chapter 78 of the Nevada Revised Statutes. Shares of Preferred Stock
of any class or series shall only be entitled to such vote as is determined by the Board of Directors in the resolutions prescribing
such class or series of such stock, except as required by law, in which case each share of such class or series shall be entitled
to one vote.
3.
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The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: ___________%
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4.
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Effective date of filing (optional): ________________________________________
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5.
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Officer Signature (required): ____________________________________________
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WIKIFAMILIES, INC.