Edgar Filing: EMAILTHATPAYS COM INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

EMAILTHATPAYS.COM, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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4) Date Filed:

emailthatpays.com, Inc.
428 west 6th Avenue
Vancouver, BC V5Y 1L2

Dear Stockholder,

You are cordially invited to attend the Annual Meeting of Stockholders
of emailthatpays.com, Inc. (the "Company") to be held on June 28, 2001 at 10:00
a.m. local time at 428 West 6th Avenue, Vancouver BC.

The matters expected to be acted upon at the meeting are described in
detail in the following Notice of the Annual Meeting of Stockholders and Proxy
Statement.

Whether you plan to attend the Annual Meeting or not, it is important
that you promptly complete, sign, date and return the enclosed proxy card. This
will ensure your proper representation at the Annual Meeting.

Sincerely,

/s/ Daniel Hunter

Daniel Hunter
Chief Executive Officer

emailthatpays.com, Inc.
428 West 6th Avenue
Vancouver BC V5Y 1L2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 28, 2001

To the Stockholders of emailthatpays.com, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of
emailthatpays.com, Inc., a Florida corporation (the "Company"), will be held on
June 28, 2001 at 10:00 a.m. local time at 428 West 6th Avenue, Vancouver BC, for
the following purpose:

1. To elect 2 directors to serve for the ensuing year and until their
successors are elected.

2. To ratify the selection of KPMG as independent auditors of the Company for
the fiscal year ending December 31, 2001.

3. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on June 4, 2001
as the record date for the determination of stockholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement
thereof. A list of such stockholders will be available for inspection at the
principal office of the Company.

All stockholders are cordially invited to attend the Annual Meeting.
However, to ensure your representation, you are requested to complete, sign,
date and return the enclosed proxy as soon as possible in accordance with the
instructions on the proxy card. A return addressed envelope is enclosed for your
convenience. Any stockholder attending the Annual Meeting may vote in person
even though the stockholder has returned a proxy previously. Your proxy is
revocable in accordance with the procedures set forth in the Proxy Statement.

By Order of the Board of Directors

/s/ Donald James MacKenzie

Donald James MacKenzie
President and Secretary

Vancouver, British Columbia
June 5, 2001

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 28, 2001

The enclosed proxy is solicited on behalf of the Board of Directors of
emailthatpays.com, Inc., a Florida corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on June 28, 2001, at 10:00 a.m. local
time (the "Annual Meeting"), or at any adjournment or postponement thereof, for
the purposes set forth herein and in the accompanying Notice of Annual Meeting.

The Annual Meeting will be held at the Company's principal executive
offices at 428 West 6th Avenue, Vancouver BC V5Y 1L2. The Company intends to
mail this Proxy Statement and accompanying proxy card on or about June 5, 2001
to all stockholders entitled to vote at the Annual Meeting.

Voting Rights and Outstanding Shares

Only holders of record of the Company's Common Stock at the close of
business on June 4, 2001, the record date, will be entitled to notice of and to
vote at the Annual Meeting. The required quorum for the transaction of business
at the Annual Meeting is a majority of the shares of Common Stock issued and
outstanding on the record date. At the close of business on June 4, 2001, the
record date, 8,560,093 shares of the Company's Common Stock were issued and
outstanding.

Each holder of record of Common Stock on such date will be entitled to
one vote for each share held on all matters to be voted upon at the Annual
Meeting.

The inspector of elections appointed for the meeting, who will
separately tabulate affirmative and negative votes, abstentions and broker
non-votes, will tabulate all votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing with
the Secretary of the Company at the Company's principal executive office, 428
West 6th Avenue, Vancouver BC V5Y 1L2, a written notice of revocation or a duly
executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth information as of April 30, 2001
concerning the ownership of Common Stock by (i) each stockholder of the Company
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each person who has been a Director or
"Named Executive Officer" of the Company since the beginning of the last fiscal
year and (iii) all current Directors and Named Executive Officers of the Company
as a group. Except as otherwise noted, each person listed below is the sole
beneficial owner of the shares and has sole investment and voting power of such
shares. No person listed below has any option, warrant or other right to acquire
additional securities of the Company except as otherwise noted.

Security Ownership Table

Name and Address of Amount and Nature of
Beneficial Owner (1) Beneficial Owner Percent of Class
-------------------- -------------------- ----------------
Daniel Hunter (2) 1,544,722 (3) 18.0
Bruce Hamlin (4) 319,722 (3) 3.7
Donald James MacKenzie (5) 1,544,722 (3) 18.0
Michael Marcus (6) 500,000 (7) 5.8
All named executive officers and 3,409,166 39.2
directors as a group (8)

(1) Unless otherwise indicated, the business address of all beneficial owners
is 428 West 6th Avenue, Vancouver, BC V5Y 1L2.

(2) Mr. Hunter's shares are held by Hunter Holdings Inc. Hunter Holdings is
owned 50% by Mr. Hunter and 50% by Camino Enterprises Inc. Mr. Hunter is
the sole shareholder of Camino Enterprises Inc..

(3) Includes 44,722 shares which the holder has the right to acquire within 60
days upon the exercise of stock options.

(4) Mr. Hamlin's shares are held by Hamlin Holdings Inc. Mr. Hamlin is the sole
shareholder of Hamlin Holdings Inc.

(5) Mr. MacKenzie's shares are held by Vicdra Holdings Inc. Mr. MacKenzie is
the sole shareholder of Vicdra Holdings Inc.

(6) Mr. Marcus' address is 27622 Pacific Coast Highway, Malibu, CA 90265.

(7) Includes 300,000 shares held by Canmarc Trading, Inc., a company which is
controlled by Mr. Marcus.

(8) Includes shares held by Messrs. Hunter, Hamlin, and MacKenzie. Also
includes 134,166 shares, which the holders have the right to acquire within
60 days upon the exercise of stock options.

PROPOSAL NO. 1:
ELECTION OF DIRECTORS

At the meeting, two directors will be elected to hold office until the
2002 Annual Meeting of Stockholders and until their respective successors have
been duly elected and qualified. The Board of Directors has nominated each of
the persons set forth below to serve as members of the Board of Directors. Each
of the nominees is currently serving as a Director, and each has indicated a
willingness to continue serving as a Director. Should any nominee become
unavailable to accept election as a Director, the persons named in the enclosed
proxy will vote the shares which they represent for the election of such other
person as the Board of Directors may recommend, unless the Board of Directors
otherwise reduces the number of Directors.

Nominees

The names of the nominees and certain information about them are set forth
below:

Name Age Position Held with the Company
------ ----- --------------------------------
Daniel Hunter 42 Chief Executive Officer, Director
Donald James MacKenzie 44 President and Secretary, Director

Mr. Hunter was appointed the Company's Chief Executive Officer and a Director in
October 1999. Mr. Hunter was appointed Chief Executive Officer and a Director of
email Nevada in July 1999. Since September 1998, Mr. Hunter has been the Chief
Executive Officer and a Director of Coastal Media Group Ltd., a 100% owned
subsidiary of the Company. From 1993 to 1998, Mr. Hunter was an account
executive and Partner at Canaccord Capital and has participated in the financing
of numerous private and public companies.

Mr. MacKenzie was appointed the Company's President, Secretary, and a Director
in October 1999. Mr. MacKenzie has been the Secretary, Treasurer, and a Director
of email Nevada since its inception in June 1998. From 1990 to 1998, Mr.
MacKenzie was a senior account executive at BCTV, a major local television
station in Vancouver.

Vote Required

A plurality of the votes cast at the meeting is required to elect each
nominee as a Director. Unless authority to vote for any of the nominees named
above is withheld, the shares represented by the enclosed proxy will be voted
FOR the election as Directors of such nominees.

Proxies cannot be voted for more than the two named nominees. The two
candidates receiving the highest number of affirmative votes cast at the meeting
will be elected Directors of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" EACH OF THE NOMINEES FOR DIRECTOR.

Committees of the Board of Directors and Meetings

The Board of Directors currently performs the functions of the audit,
nominating and compensation committees.

During the 2000 fiscal year, the Board of Directors held one meeting
and took action by unanimous written consent on ten occasions. Both directors
attended the meeting of the Board of Directors.

Compensation of Directors

The Company's Directors do not receive compensation for their services
as Directors or members of Committees of the Board of Directors.

Executive Officers

The names of, and certain information regarding, executive officers of
the Company are set forth below. The executive officers serve at the pleasure of
the Board of Directors and the Chief Executive Officer.

Name Age Title
----- ----- ------
Daniel Hunter 42 Chief Executive Officer, Director

Donald James MacKenzie 44 President and Secretary, Director

Bruce Hamlin 43 Vice-President

Mr. Hamlin joined the Company as a Vice-President in July 1999. Prior to joining
the Company, Mr. Hamlin spent 11 years as a senior account executive at WIC
Western International Communications Inc., a broadcasting company with radio and
television holdings throughout Canada.

Executive Compensation

The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation received by the
person serving in the capacity as the Company's Chief Executive Officer and the
two most highly compensated executive officer whose total compensation in 2000
exceeded $100,000 (the "Named Executive Officers").

Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Securities
Underlying
Other Annual Restricted Options / LTIP All Other
Year Salary Bonus Compensation Stock Award SAR Payouts Compensation
---- ------ ----- ------------ ------------- --------- ------- ------------

Daniel Hunter 2000 $146,445 - - - 35,000 - -
Chief 1999 $89,584 - - - 70,000 - -
Executive
Officer

Donald James 2000 $122,700 - - - 35,000 - 2,448 (1)
MacKenzie
President 1999 $103,684 - - - 70,000 - 776 (1)

Bruce Hamlin 2000 $100,997 - - - 35,000 - 2,162 (1)
Vice President 1999 $50,787 - - - 70,000 - 935 (1)

(1) Term life insurance premium paid by us.

Stock Option Grants and Exercises

The following Option / SAR Grants Table shows information regarding
grants of stock options in this last completed fiscal year to the executive
officers named in the Summary Compensation Table.

Option / SAR Grants Table
-------------------------
Number of Percent of Total
Securities Options/SARs
Underlying Granted To
Options / SARs Employees In Exercise or Expiration
Granted (#) Fiscal Year Base Price Date
------------- -------------- ----------- ----------

Daniel Hunter 35,000 9% $1.35 08-23-2010

Donald James MacKenzie 35,000 9% $1.35 08-23-2010

Bruce Hamlin 35,000 9% $1.35 08-23-2010

The following Aggregate Options / SAR Exercises in and Fiscal Year-End
Option / SAR Value Table provides information concerning each exercise of stock
options (or tandem SARs) and freestanding SARs during the last completed fiscal
year by the executive officers named in the Summary Compensation Table and the
fiscal year-end value of unexercised options and SARs.

Aggregate Options / SAR Exercises in and Fiscal Year-End Option / SAR Value Table
----------------------------------------------------------------------------------

Number of
Securities
Underlying Value of
Unexercised Unexercised
Options/SARs At In-the-Money Options/
Shares FY-End (#) SARs at FY-End ($)
Acquired On Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable
------------- ---------- ----------------- --------------------

Daniel Hunter - - 27,222 / 77,778 0/0 (1)

Donald James MacKenzie - - 27,222 / 77,778 0/0 (1)

Bruce Hamlin - - 27,222 / 77,778 0/0 (1)

(1) FY-End Option/SAR Values based on exercise prices of $5.75 per share for
70,000 options and $1.35 per share for 35,000 options and 12-31-00 closing
price of $0.34 per share.

Certain Relationships and Related Transactions

As presented in the following table, Mr. Hunter, our Chief Executive
Officer, has through a controlled company advanced funds to us for working
capital purposes.

December 31, 2000 December 31, 1999
----------------- -----------------
Controlled company $60,020 $146,804
Less: current portion 55,667
------- -------
$60,020 $91,137

The advance from the controlled company is unsecured, bears interest at
an annual rate of 7% and has no set terms of repayment.

Mr. Hunter also personally guarantees our loans payable.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, certain of
our officers and persons who own more than ten percent of our common stock
(collectively the "Reporting Persons") to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish us with
copies of these reports.

Based on representations received from Reporting Persons and upon
review of Form 3 filings furnished to us, except for the Form 3 filings required
of Mr. Joudrie and Ms. Manning when they became Directors that were filed late,
all filings required to be made by the Reporting Persons for the year 2000 were
made in a timely manner.

PROPOSAL NO. 2:
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed KPMG LLP, independent public
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 2001. The Board of Directors proposes that the
stockholders ratify this appointment. KPMG LLP has audited the Company's
financial statements annually since its inception in 1998. The Company expects
that representatives of KPMG will be present at the Annual Meeting, will have
the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.

Audit Fees

Audit fees billed or expected to be billed to the Company by KPMG for
the audit of the Company's financial statements for the fiscal year ended
December 31, 2000 and for reviews of the Company's financial statements included
in the Company's quarterly reports on Form 10-Q for the last fiscal year totaled
$24,239.

Financial Information Systems Design and Implementation Fees

No fees were billed or expected to be billed to the Company by KPMG for
services provided during the last fiscal year for the design and implementation
of financial information systems.

All Other Fees

Fees billed or expected to be billed to the Company by KPMG for all
other non-audit services, including tax-related services, provided during the
last fiscal year totaled $34,598.

The Board of Directors has considered whether the provision of the
non-audit related services listed above is compatible with maintaining KPMG's
independence.

In the event that stockholders fail to ratify the appointment, the
Board of Directors will reconsider its selection. Even if the selection is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a different independent accounting firm at any time during the year if the
Board of Directors determines that such a change would be in the Company's and
its stockholders' best interests.

Vote Required

The affirmative vote of a majority of the votes cast affirmatively or
negatively at the meeting, whether in person or by proxy, is required to ratify
the appointment of the independent public accountants.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP
TO SERVE AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.

OTHER MATTERS

The Board of Directors knows of no other matters to be presented for
stockholder action at the Annual Meeting. However, if other matters do properly
come before the Annual Meeting or any adjournments or postponements thereof, the
Board of Directors intends that the persons named in the proxies will vote upon
such matters in accordance with their best judgment.

Whether or not you intend to be present at the meeting, you are urged
to fill out, sign, date and return the enclosed proxy at your earliest
convenience.

MISCELLANEOUS

Stockholder Proposals

The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2002 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is January 31, 2002.

Solicitation of Proxies

The Company will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this Proxy Statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.

Annual Report

The Annual Report for the fiscal year ended December 31, 2000 is being
mailed to the stockholders with this Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Donald James MacKenzie

Donald James MacKenzie
Secretary

Vancouver, British Columbia
June 5, 2001

emailthatpays.com, Inc.

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS

The undersigned, revoking all previous proxies, hereby appoints Daniel Hunter
and Donald James MacKenzie, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on this proxy,
all shares of common stock of emailthatpays.com, Inc. (the "Company") held of
record by the undersigned on June 4, 2001 at the Annual Meeting of Stockholders
to be held on June 28, 2001 and any adjournments or postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH
PROPOSAL.

PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.

Dear Stockholder:

Please take note of the important information enclosed with this proxy.
There are a number of issues related to the operation of the Company that
require your immediate attention.

Your vote counts, and you are strongly encouraged to exercise you right
to vote your shares.

Please mark the boxes on the proxy card to indicate how your shares
will be voted. Then sign the card and return your proxy in the enclosed postage
paid envelope.

Thank you in advance for your prompt consideration of these
matters.

Sincerely,

emailthatpays.com, Inc.

[X] Please mark votes as in this example

(1) Election of directors. Nominees:
Daniel Hunter,
Donald James MacKenzie,

[ ] FOR all nominees for director named above.

[ ] WITHHOLD AUTHORITY to vote for all nominees for director
named above.

[ ] FOR all nominee for director named above, except
WITHHOLD AUTHORITY to vote for the nominee(s) whose
name(s) is (are) lined through

(2) To ratify the selection of KPMG as independent auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) In their discretion, the proxies are authorized to vote
upon any other business that may properly come before the
meeting.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

NOTE ADDRESS CHANGE HERE:

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Name

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Street Address

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City State Country Zip Code

Please sign exactly as name appears hereon. Joint owners should each sign.
Executors, trustees, guardians or other administrators, fiduciaries should give
full title as such. If signing for a corporation, please sign in full corporate
name by a duly authorized officer.

Signature: ____________________ Date: _____________