Unassociated Document
 
UNITED STATES
 
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:
 
 
 
 
 

 

 

 

 


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

 
 
 


 

 

 

 

 
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.

 
 
 
 
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.
 
  
    
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.
 

 
 
 
 
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.
 
    
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.
 
  

 
 
 
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.
 
  
    
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.
 
    

 
 
 


 
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
 
 
 
 
 
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.

 
 
 

 

 
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
  
Director
Since
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.

 
 
 
 
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 and
Principal Position
  
 
Year
  
Salary
($)
  
Bonus
($)
  
Option
Awards
(1)
  
All Other
Compensation
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 Shares
Outstanding
      
                
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

   
P
R
O
X
Y
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 FOR
ALL NOMINEES
    
WITHHELD FOR THE FOLLOWING ONLY:
(WRITE THE NAME(S) OF THE
NOMINEE(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.