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Aquentium Inc – ‘PRE 14A’ for 4/24/97

As of: Monday, 4/28/97 · For: 4/24/97 · Accession #: 918997-97-5 · File #: 0-23402

  As Of                Filer                Filing    For·On·As Docs:Size

 4/28/97  Aquentium Inc                     PRE 14A     4/24/97    1:32K

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               14     57K 

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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 [ ]    

Check the appropriate box:                                                      

[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e) 
(2))                                                                    
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12         

VECTOR ENVIRONMENTAL TECHNOLOGIES, 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.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i) (4) 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:    

4.      Proposed maximum aggregate value of transaction:        

5.      Total fee paid:                                         

[ ]  Fee paid previously with preliminary materials.                            
[ ]  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 registrant  
statement number, or the Form or Schedule and the date of its filing. 

1.      Amount Previously Paid:                                 
2.      Form, Schedule or Registration Statement No.:           
3.      Filing Party:                                           
4.      Date Filed:                                             

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VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.   
(A DELAWARE CORPORATION)    
1335 GREG STREET #104     
SPARKS, NV  89431     

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  
TO BE HELD JUNE 16, 1997    

To the Shareholders:                                                            

NOTICE  IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of Vector  
Environmental  Technologies,  Inc. ("Vector" or "the Company") will be held at  
the  Company's offices located at 1500 West Georgia Street, Vancouver, British  
Columbia,  Canada,  on the 16th day of June, 1997, at 1:00 PM (local time) for  
the following purposes:                                                         

1.  To  elect three (3) directors to hold office until the next annual          
election of directors by stockholders or until their respective         
successors shall have been duly elected and shall have qualified;       

2.  To increase the number of authorized common shares from 25,000,000 to       
100,000,000;                                                            

3.  To amend the By-laws to provide for the number of directors to be set       
by the Board of Directors subject to the provision that there will be no
fewer than 3 (three) nor more than 11 (eleven) directors; and           

4.  To  transact such other business that may properly come before the          
meeting or any adjournment(s) thereof.                                  

The  Board of Directors has fixed the close of business on May 5, 1997, as the  
Record Date for the determination of stockholders entitled to notice of and to  
vote  at  such  meeting  or  any adjournment(s) thereof.  Only stockholders of  
record  at  the close of business on the Record Date are entitled to notice of  
and to vote at such meeting.  The stock transfer books will not be closed.      

BY ORDER OF THE BOARD OF DIRECTORS                                              

Douglas C. Washburn, Secretary                                                  

Dated:  May __, 1997                                                            

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VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.   
_________________________   

PROXY STATEMENT FOR   
ANNUAL MEETING OF STOCKHOLDERS  
TO BE HELD JUNE 16, 1997  
_________________________   

This  Proxy  Statement  is  furnished  on  behalf  of  Vector  Environmental    
Technologies,  Inc.  ("Vector"  or the "Company"), a Delaware corporation, for  
the  1997  Annual  Meeting of Stockholders to be held on June 16, 1997 at 1:00  
p.m. (local time) and any adjournment(s) thereof at the time and place and for  
the  purposes  set  forth  in  the  accompanying  Notice  of Annual Meeting of  
Stockholders.                                                                   

The  executive  offices and mailing address of Vector are located at 1335 Greg  
Street #104, Sparks, Nevada 89431.                                              

The  Notice  of  Annual  Meeting  of  Stockholders,  this Proxy Statement, and  
Vector's  Annual Report to Stockholders, which includes Vector's Annual Report  
on  Form 10-KSB for the fiscal year ended September 30, 1996, are being mailed  
to stockholders on or about May 12, 1997.                                       

The  Record  Date  for  determination  of stockholders entitled to vote at the  
Annual  Meeting  was the close of business on May 5, 1997.  As of the close of  
business  on  May  5,  1997 there were 18,135,466 outstanding shares of Vector  
Common Stock, par value $0.0001 per share (the "Common Stock").                 

Each  outstanding share of common stock entitles the holder to one vote on all  
matters to be acted upon at the meeting.  The presence, in person or by proxy,  
of  the  holders  of a majority of the issued and outstanding shares of common  
stock  entitled  to vote at the meeting is necessary to constitute a quorum to  
transact business.  Assuming the presence of a quorum, the affirmative vote of  
a plurality of the votes cast in the election of directors is required for the  
election  of  directors  and  the affirmative vote of a majority of the shares  
represented  at  the  meeting  is  required to approve the other matters to be  
voted  upon.  Abstentions and broker non-votes will be counted for purposes of  
determining  a  quorum,  but  shall  not  be counted as voting for purposes of  
determining  whether  a nominee has received the necessary number of votes for  
election.    Any  shares represented at the Meeting, but not voted (whether by  
abstention,  broker  non-vote  or  otherwise)  with respect to the proposal to  
increase the number of authorized common shares or amend the By-laws will have  
no  effect  on  the  vote for such proposal except to the extent the number of  
abstentions causes the number of shares voted in favor of the proposals not to  
equal or exceed a majority of the quorum required.                              

Shares  represented  by proxies will be voted for the election of each nominee  
director  named  in  this  Proxy Statement, the approval of an increase in the  
number  of  authorized  common  shares,  and  the  amendment to the By-laws to  
provide  for the number of directors to be set by the Board of Directors.  The  
proxy card or vote will be withheld in accordance with the specifications made  
on the proxy card by the stockholder and, if no specification is made, will be  
voted in favor of the election of such nominee directors.                       

Whether  or  not  you  expect to be personally present at the meeting, you are  
requested  to  mark,  date,  sign  and  return  the  enclosed  proxy card. Any  
stockholder  giving a proxy in the form of the accompanying proxy card has the  
right  to revoke the proxy by presenting a duly executed proxy bearing a later  

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date, by attending the meeting and voting in person or by written notification  
to the Secretary of Vector prior to the meeting.                                

In  addition to proxy soliciting material mailed to the stockholders, officers  
and  employees  of  Vector  may communicate with stockholders personally or by  
telephone,  telegraph, telephone facsimile, electronic mail or mail to solicit  
their  proxy.  Brokerage houses and other custodians, nominees and fiduciaries  
will,  in connection with shares of common stock registered in their names, be  
requested  to  forward material to the beneficial owners of such shares and to  
secure their voting instructions.  The costs will be borne by Vector.           

ELECTION OF DIRECTORS   

The  By-laws  of  Vector currently provide that the Board of Directors shall    
consist of three (3) members.                                                   

No  circumstances  are  presently  known  that would render any nominees named  
herein unable or unwilling to serve. Should any of them become unavailable for  
nomination  or  election  or refuse to be nominated or to accept election as a  
director  of  Vector, then any vacancy occurring in the Board of Directors may  
be  filled  by  the  affirmative vote of a majority of the remaining directors  
though  less  than  a quorum of the Board of Directors.  A director elected to  
fill  a  vacancy shall be elected for the unexpired term of his predecessor in  
office.                                                                         

The  persons  listed  below  are  current members of the Board of Directors of  
Vector.    All of the current directors have agreed to stand for reelection as  
directors.                                                                      

                                                                [Download Table]


NOMINEE           AGE     OTHER POSITIONS WITH         SERVICE AS DIRECTOR  
                          THE COMPANY                                       
--------------------------------------------------------------------------- 
                                                                            
Amyn S. Dahya     40      President &                  Chairman and Director
                                  Chief Executive Officer      since 1994   

Sandro Kunzle     42      -                            Director since 1994  

Mehdi Nimjee      48      -                            Director since 1994  


BOARD AND COMMITTEE MEETINGS                                                    
----------------------------                                                    
During the fiscal year ended September 30, 1996, there were 9 meetings          
(including actions by written consent) of the Board in which all directors      
participated.                                                                 

During 1996, there were no committees of the Board.                             

DIRECTOR COMPENSATION                                                           
---------------------                                                           

Directors not otherwise employed by the Company receive no cash compensation.   
The  Company reimburses directors for costs and expenses relating to attending  
meetings and other services to the Company.                                     

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DIRECTOR STOCK OPTION PLANS                                                     
---------------------------                                                     

Employee  directors  of  Vector  participate  in both the 1995 Incentive Stock  
Option  Plan  ("ISOP")  and the 1995 non-qualified Stock Option Plan ("SOP").   
Non-employee  directors  participate  only  in  the SOP.  See "Compensation of  
Executive Officers" for additional information on specific option grants.       

EXECUTIVE OFFICERS  

The  following  table  sets forth certain information concerning the executive  
officers  of  the Company.  Each executive officer serves at the discretion of  
the Board of Directors subject to any employment contract.                      

                                                                [Download Table]


NAME                  OFFICE                   AGE   EXECUTIVE OFFICER SINCE
----------------------------------------------------------------------------
                                                                            
Amyn S. Dahya         President,               40    1993                   
                      Chief Executive Officer                               

Douglas C. Washburn   Secretary, Treasurer     51    1993                   

Dennis E. Welling     Controller               50    1995                   


BUSINESS EXPERIENCE     

The following section summarizes the present occupation and prior business      
experience during the past five years for each director and executive officer   
of the Company.                                                                 

AMYN S. DAHYA, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR.  Mr. Dahya has  
extensive  international experience in project development, engineering, joint  
ventures,  and  finance.  Prior to joining the Company in 1993, he held senior  
positions  with  Davy  McKee, an international engineering firm and in 1987 he  
founded  Casmyn  Group  of Companies specializing in mineral and environmental  
engineering,  which  he  has developed for the last nine (9) years.  Mr. Dahya  
serves on the Board of Directors of several companies, including Casmyn Corp.,  
Diamond  Fontein  International  and Vector Venture Corp., where he also holds  
executive management positions.                                                 

SANDRO KUNZLE, DIRECTOR.  Mr. Kunzle has over 23 years of international banking 
and  finance  experience.    During  his  career,  Mr.  Kunzle has held senior  
positions  with  several Swiss banks and financial institutions.  He currently  
holds  the  position  of  Managing  Director of Witra Inc., an investment firm  
based  in  Switzerland.    His  expertise in international finance and venture  
capital  adds  significant  experience to the Company's international business  
development efforts.  Mr. Kunzle is a director of Casmyn Corp.                  

MEHDI  C.  NIMJEE, DIRECTOR.  Mr. Nimjee brings to the Company twenty-one years 
of  project management experience in the field of analytical chemistry and its  
applications to exploration, mining, agriculture, hazardous materials handling  
and  the  environment.  He has also had experience in designing and setting up  
project specific laboratories internationally.                                  

DOUGLAS C. WASHBURN, SECRETARY, TREASURER.  Mr. Washburn holds an MBA, CPA and  
currently  serves as Corporate Secretary and Treasurer.  He brings 24 years of  
financial  management experience to the Company.  Prior to joining the Company  
in  1993 he was a principal at Washburn Partners, a financial consulting firm,  
from  1990  to  1993.    Between  1980  and  1990,  he  was Vice President and  
Controller of Armco Financial Corporation, a $1 billion multinational merchant  
bank  and its successor Glenfed Financial Corporation.  Through his background  
he  brings  to  the  Company  expertise  in  areas  of  international finance,  
planning, taxation, accounting and management information systems.              

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DENNIS  E.  WELLING,  CONTROLLER.    Mr.  Welling,  a  CPA, currently serves as 
Controller.    He  has  24  years  internal and external audit and controlling  
experience.  Prior to joining the Company in 1993, he served as Vice President  
and  Controller  of Glenfed Financial Corporation from 1991 to 1993.  Prior to  
that  he  held  positions  with  Deloitte  &  Touche and Armco Inc.  He brings  
significant management information experience in the mining, manufacturing and  
financial services sectors.                                                     

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT               

The  following  information table sets forth certain information regarding the  
Company's  common  stock  owned on March 31, 1997 by (1) any person (including  
any  "group")  who is known by the Company to own beneficially more than 5% of  
its outstanding common stock, (2) each director and executive officer named in  
the  summary  compensation table, and (3) all executive officers and directors  
as a group.                                                                     

                                                                [Download Table]


NAME AND ADDRESS                 SHARES OF              PERCENTAGE OF COMMON
OF BENEFICIAL OWNER              COMMON STOCK OWNED     STOCK OUTSTANDING** 
----------------------------------------------------------------------------
                                                                            
Amyn Dahya                                                                  
1335 Greg St., #104                250,000 (1)           1.4%               
Sparks, NV. 89431                                                           

Mansoor Dahya                                                               
1800-1500 West Georgia Street    2,548,698 (2)          13.9%               
Vancouver, British Columbia                                                 
Canada V6G 2Z6                                                              

Dahya Holdings, Inc.                                                        
1335 Greg St. #104               2,548,698 (2)          13.9%               
Sparks, NV. 89431                                                           

Sandro Kunzle                                                               
Tenuta Aia Vecchia                  16,750 (1)           nil                
58029 Sassofortino (GR)                                                     
Italy                                                                       

Mehdi C. Nimjee                                                             
1800-1500 West Georgia St.          33,500 (1)           nil                
Vancouver, British Columbia                                                 
Canada V6G 2Z6                                                              

Casmyn Corp.                                                                
1335 Greg St. #104               5,634,756              31.2%               
Sparks, NV. 89431                                                           

Societe Generale                                                            
17 Cours Valny                                                              
La Defense                       1,500,000 (3)          8.1%                
Cedex                                                                       
Paris, France                                                               

All Executive Officers and                                                  
Directors of the Company         2,974,548              16.1%               
as a Group (5 persons)                                                      

** Based upon 18,135,466 common shares outstanding at March 31, 1997.           

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(1)     Represents currently exercisable options to purchase common stock of    
the Company at $1.00 per share.  Mr. Amyn Dahya is also an officer, director  
and minority shareholder of Casmyn Corp.  Mr. Dahya disclaims beneficial      
ownership of such shares.                                                     

(2)     At March 31, 1997, Dahya Holdings, Inc., of which Mr. Amyn Dahya is an  
      officer,  director  and  shareholder,  owns  2,548,698  common  shares
      of the  Company.    Mr.  Mansoor  Dahya,  an  uncle to Mr. Amyn Dahya,
      owns 91% of the outstanding  voting  stock  of  Dahya  Holdings,  Inc.
Amyn Dahya disclaims beneficial ownership of such shares.       

(3)     Represents  1,000,000  common  shares  of the Company and 500,000       
   currently  exercisable  warrants  to  purchase  common stock of the
Company at $3.00 per share.                                     

EXECUTIVE COMPENSATION                                                          
----------------------                                                          

The  following table sets forth the annual remuneration during the fiscal year  
ended  September 30, 1996, which was paid to or accrued for the account of the  
Company's  Chief  Executive  Officer.    No  other  executive officer received  
compensation  in  excess  of  $100,000  for  any  of the last three years.  No  
compensation is currently paid to non-employee directors.                       

SUMMARY COMPENSATION TABLE  
--------------------------  

                                                                [Download Table]


                       ANNUAL COMPENSATION         LONG TERM COMPENSATION    
-----------------------------------------------------------------------------
                                                   SECURITIES                
NAME /                                             UNDERLYING       OTHER    
POSITION               YEAR      SALARY ($)        OPTIONS (#)      COMP.    
-----------------------------------------------------------------------------
                                                                             

Amyn Dahya             1996      $150,000          1,000,000        -0-      
President, CEO and     1995      $150,000          1,000,000        -0-      
Chairman of the Board  1994      $150,000          1,000,000        -0-      
-----------------------------------------------------------------------------


All  other  executive  officers  of the Company, received combined annual cash  
compensation  of  $100,000  for  the fiscal year ended September 30, 1996.  In  
addition,  the  Company  pays  a  portion  of each employee's health insurance  
premium.                                                                        

The  Company  has  entered in to a ten (10) year employment contract with Amyn  
Dahya.    Pursuant  to  the terms of this agreement, Mr. Dahya earns an annual  
base  salary of $150,000, which increases by no less than 10% per year if such  
an  increase  is approved by the Board of Directors.  Under this contract, Mr.  
Dahya  receives  normal  group  benefits  available  to other of the Company's  
executives.    This  contract also provides Mr. Dahya with the grant of 5 year  
non-qualified  stock  options to purchase shares of the Company's common stock  
at an exercise price of $1.00 per share pursuant to the following schedule:     

                                                                [Download Table]


NO. OF SHARES    TIME OF VESTING                                       
-------------    ---------------                                       

                                                                        
250,000          Immediately upon execution of the Employment Agreement

250,000          When gross sales of the Company reach $2,500,000      

250,000          When gross sales of the Company reach $5,000,000      

250,000          When gross sales of the Company reach $7,500,000      


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With  the exception of Amyn Dahya, there are no employment contracts, proposed  
termination  of  employment  or  change-in-control  arrangements  between  the  
Company and any of its directors or executive officers.                         

OPTION GRANTS                                                                   
-------------                                                                   

There  were  no options granted to Mr. Dahya or any director in the year ended  
September 30, 1996.                                                             

                                                                [Download Table]


           AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND           
                      FISCAL YEAR END OPTION/SAR VALUE                       

                                                         VALUE OF UNEXERCISED
                                NUMBER OF SECURITIES     IN-THE-MONEY OPTIONS
                                UNDERLYING UNEXERCISED   AT SEPT.30,1996     
                                OPTIONS AT SEPT.30,1996  EXERCISABLE /       
             SHARES   VALUE     EXERCISABLE /            UNEXERCISABLE       
NAME         ACQUIRED REALIZED  UNEXERCISABLE            ($000'S)            
-----------------------------------------------------------------------------
                                                                             
Amyn S.Dahya 0        0         250,000/750,000          $125/$375           


STOCK OPTION PLANS                                                              
------------------                                                              
During  1995,  the  Company  adopted  a  qualified Incentive Stock Option Plan  
(ISOP)  which  provides  that  a  maximum  of  700,000 options to purchase the  
Company's  common  stock may be granted to officers and employees and advisors  
of  the  Company.    Options granted under the ISOP are intended to qualify as  
incentive stock options under the Economic Recovery Tax Act of 1981 (the "1981  
Act") as amended by the Tax Reform Act of 1986.                                 

The ISOP is administered by the Board of Directors who determine which persons  
are  to receive options, the number of shares that may be purchased under each  
option,  vesting provisions, option terms and exercise price.  Options granted  
under  the ISOP are require to have an exercise price equal to or greater than  
the  market  price  of  the Company's common shares at the grant date.  In the  
event an optionee voluntarily terminates his relationship with the Company, he  
has  the  right  to  exercise  his  accrued  options  within  3 months of such  
termination.    However, the Company may redeem any accrued options held by an  
optionee  by  paying the difference between the option price and the then fair  
market  value.    If  an  optionee's relationship is involuntarily terminated,  
other  than  because  of  death, he also has the right to exercise the accrued  
options  within  thirty (30) days of such termination.  Upon death, his estate  
or heirs have one year to exercise his accrued options. .                       

Options  granted  under the ISOP are not transferable other than by will or by  
the  laws  of  descent  and distribution. The ISOP provides that the number of  
shares  and  the  option  price will be adjusted on a pro-rata basis for stock  
splits and stock dividends.                                                     

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In  1996, options to purchase 10,000 shares of common stock were granted under  
the ISOP with an exercise price of $1.00 per share which represents the market  
price per share on the date of the grant.  All options granted are exercisable  
for a period of ten (10) years and vest over a three year period.               

The Company also adopted a non-qualified Stock Option Plan (SOP), which grants  
options  to purchase a maximum of 875,000 shares of the Company's common stock  
to officers, key employees and advisors of the Company.  Options granted under  
the SOP are not intended to qualify as incentive stock options under the Code.  

The  SOP  is  administered  by  the  Board  of  Directors  through a committee  
presently  consisting of all three members of the Board which determines which  
persons  receive  options  under  the  SOP,  the  number of shares that may be  
purchased under each option and the vesting period. The term of all options is  
five  (5) years and all options must be granted within five (5) years from the  
effective date of the SOP.                                                      

Options  granted  under  the SOP are not transferable other than by will or by  
the  laws  of  descent  and distribution.  The SOP provides that the number of  
shares  and  the  option  price will be adjusted on a pro-rata basis for stock  
splits and stock dividends.                                                     

In  1996,  options to purchase 25,000 shares of common stock at prices ranging  
from  $1.00 to $2.00 per share were granted under the SOP.  These options vest  
on  varying terms of periods up to three years.  Certain of these options were  
compensatory  in  nature and resulted in total compensation expense of $99,500  
during the year ended September 30, 1995.  During the year ended September 30,  
1996, 267,000 options were canceled.                                            

Prior  to  September  30,  1994, the Company had granted options to purchase a  
total  of  up  to  1,350,000  shares  of  its  common stock. These options are  
not-intended  to  qualify  as  incentive  stock  options  under  the 1981 Act.  
Included  in  these  options are options to purchase up to 1,000,000 shares at  
$1.00  granted  to  the  Chief  Executive  Officer  of  the  Company, under an  
employment  agreement.   This agreement provides that 25% of such options were  
vested  immediately with the remaining 75% to vest based on the achievement of  
defined sales goals.                                                            

The  only other benefit plan offered at the present or during fiscal year 1996  
is  a  major  medical  plan  which  is  made  available  to all employees on a  
non-discriminatory basis.  The Company currently maintains no plan which would  
be termed a "Long-Term Incentive Plan" as defined in Item 402 (a)(6)(iii), nor  
any  benefit plan which would give rise to "Long Term Compensation" as defined  
in Item 402(b)(iv) of Regulation S-B, except as described above.                

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934            
--------------------------------------------------------------------            

Based  solely on a review of Forms 3 and 4 and amendments thereto furnished to  
the  Company  during  its  most  recent  fiscal  year  and  certain  written    
representations, no person who was a director, officer, or beneficial owner of  
more  than  10% of the Company's common stock failed to file on a timely basis  
reports  required  by  Section  16(a)  of  the Securities Exchange Act of 1934  
during the most recent fiscal year.                                             

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AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED 
COMMON SHARES FROM 25,000,000 TO 100,000,000  

The  Company's  Certificate of Incorporation presently authorizes the issuance  
of a total of 25,000,000 shares of Common Stock.  Of the 25,000,000 authorized  
common  shares,  the  Company  currently has 18,135,466 shares of Common Stock  
issued  and  outstanding and 2,670,500 common shares reserved for the exercise  
of warrants and options as summarized as follows:                               

                                                                [Download Table]

NUMBER OF                                                 
SHARES OF COMMON STOCK RESERVED FOR        SHARES RESERVED
-----------------------------------        ---------------
                                                          

Common Stock Warrants                        500,000      

Common Stock Options                       2,170,500      
                                           ---------      
                                           2,670,500      
                                           ---------      


The  Board  of  Directors  has  adopted  a proposed amendment to the Company's  
Certificate  of  Incorporation  to increase the number of authorized shares of  
Common Stock from 25,000,000 to 100,000,000.                                    

The  purpose  of  the proposed amendment is to provide additional shares which  
could  be issued for various purposes and to provide the flexibility which the  
Board  of  Directors  believes  is  important  to be able to take advantage of  
financing  opportunities  and  to  use  for  other  general corporate purposes  
without  further  stockholder  approval  unless  required  by  applicable law,  
regulation  or stock exchange rule.  In addition to availability for financing  
and other general corporate purposes, the shares would be available for use in  
acquisitions, additional stock dividends and splits and employee stock benefit  
plans.   The Company has no plans, agreements or understandings at the present  
time  for  the  issuance  of  the  additional  shares  of  common  stock to be  
authorized  by the amendment, although the Company is continously engaged in    
discussions with third parties pertaining to possible acquisitions and          
financings which may require the issuance of additional securities. No holders  
of any class of stock of the Company are  entitled  as  a  matter  of  right to 
any preemptive or subscription with respect  to  any  shares  of  the  Company's
common  stock.  Accordingly, the issuance  of  common  stock  otherwise than on 
a pro rata basis to all current stockholders would reduce the current           
stockholders' proportionate interest.                                           

The  proposed  amendment is not in response to any effort of which the Company  
is  aware  to  accumulate  the  Company's  Common Stock or to otherwise obtain  
control of the Company.  Although it is possible that the private placement of  
a  block  of  the  Company's  Common  Stock  could be used as an anti-takeover  
strategy, the Company has no present intention to issue any stock for any such  
purpose.                                                                        

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A  VOTE  FOR  THE PROPOSED  
AMENDMENT  TO  THE  CERTIFICATE  OF INCORPORATION.  AN AFFIRMATIVE VOTE BY THE  
HOLDERS  OF  A  MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK ENTITLED TO  
VOTE AT THE ANNUAL MEETING IS REQUIRED TO APPROVE THE AMENDMENT.                

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AMEND THE BY-LAWS OF THE CORPORATION TO GRANT THE BOARD OF DIRECTORS THE  
AUTHORITY TO CHANGE THE NUMBER OF DIRECTORS   

To  provide  the  Company  with the flexibility to respond quickly to changing  
business  demands  and  requirements,  it  is  recommended  that the Bylaws be  
amended  to  grant  the  Board  authority  to  change the authorized number of  
directors  without  the  approval  of  stockholders, so long as the authorized  
number of directors is always more than 3 (three) and less than 11 (eleven).    

THE  BOARD  OF  DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE BYLAWS BE AMENDED TO  
GRANT THE BOARD THE AUTHORITY TO CHANGE THE NUMBER OF DIRECTORS.                

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS  

Deloitte  &  Touche  LLP  served  as  Vector's  principal  independent  public  
accountants  during  1996  and  will  continue  to serve as Vector's principal  
independent  accountants  for  the current year. Representatives of Deloitte &  
Touche  LLP  are  expected  to  be  present  at  the  1997  Annual  Meeting of  
Stockholders,  with  the  opportunity to make a statement if they desire to do  
so, and are expected to be available to respond to appropriate questions.       

DATE OF RECEIPT FOR STOCKHOLDER PROPOSALS   

Pursuant  to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,  
stockholders  may  present  proper  proposals  for inclusion in Vector's proxy  
statement  for  consideration  at  its  Annual  Meeting  of  Stockholders  by   
submitting proposals to Vector in a timely manner. In order to be included for  
the  1998  Annual Meeting, stockholder proposals must be received by Vector no  
later  than March 30, 1998, and must otherwise comply with the requirements of  
Rule 14a-8.                                                                     

ANNUAL REPORT TO STOCKHOLDERS   

The  Annual  Report  to  Stockholders of the Company for the fiscal year ended  
September 30, 1996, including audited financial statements, is being mailed to  
the stockholders concurrently herewith, but such report is not incorporated in  
this  Proxy Statement and is not deemed to be a part of the proxy solicitation  
material.                                                                       

OTHER MATTERS   

The Management of the Company does not know of any other matters which are to 
be  presented for action at the Meeting.  Should any other matters come before  
the  Meeting  or  any  adjournment  thereof, the persons named in the enclosed  
proxy  will have the discretionary authority to vote all proxies received with  
respect to such matters in accordance with their collective judgment.           

ANNUAL REPORT ON FORM 10-KSB  

A  copy  of  the  Company's  Annual Report on Form 10-KSB, as filed with the
Securities  and Exchange Commission (exclusive of Exhibits), will be furnished  
without  charge  to  any  person from whom the accompanying proxy is solicited  
upon  written  request  to  Vector  Environmental Technologies, Inc. 1335 Greg  

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Street, Suite #104, Sparks, Nevada, 89431  Attention:  Douglas C. Washburn. If  
Exhibit copies are requested, a copying charge of $.20 per page will be made.   

BY ORDER OF THE BOARD OF DIRECTORS                                              

By:      /s/ Douglas C. Washburn                                                
Douglas C. Washburn, Secretary                                  
May --, 1997                                                                    
Sparks, Nevada                                                                  

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VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.   
1335 GREG STREET #104   
SPARKS, NV  89431   

PROXY   

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   

The  undersigned hereby appoints Amyn S. Dahya and Dennis E. Welling or any of  
them,  proxies,  each with the power of substitution, to vote on behalf of the  
undersigned  at  the  Annual  Meeting  of Shareholders of Vector Environmental  
Technologies,  Inc.  at  the  Company's offices located at 1500, West Georgia,  
Street,  Vancouver,  British  Columbia,  Canada,  on June 16, 1997, at 1:00 PM  
(local  time),  and  at any adjournment thereof, on the proposals set forth in  
the Notice of Meeting dated May ____, 1997 as follows:                          

(Continued on reverse side)   

THIS  PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN  
BY  THE  UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE  
VOTED  "FOR"  THE  DIRECTORS AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF  
AND AS RECOMMENDED BY THE BOARD OF DIRECTORS.                                   

IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.   

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[X]     PLEASE MARK VOTES AS                                                    
IN THE EXAMPLE USING                                            
        BLACK OR BLUE INK                                   VECTOR ENVIRONMENTAL
                                    TECHNOLOGIES, INC.
                       PROXY

1.      The election of three (3) directors      [ ] FOR ALL  [ ] WITHHOLD      
to hold office until the next annual                        
election of directors by Shareholders    [ ] FOR ALL EXCEPT     
or until their respective successors                        

Amyn S. Dahya       Mehdi Nimjee                                
Sandro Kunzle                                                   

IF  YOU  WISH  TO WITHHOLD AUTHORITY                            
FOR ANY PARTICULAR NOMINEE, MARK THE                            
"FOR ALL EXCEPT" BOX AND STRICK A LINE                          
THROUGH THE NOMINEE'S NAME.                                     

2.      To  increase  the  number of authorized  [ ] FOR     [ ] AGAINST        
common shares from 25,000,000 to                            
100,000,000.                             [ ] ABSTAIN        

3.      Amend  the ByLaws to provide for the     [ ] FOR     [ ] AGAINST        
number of directors to be set by the                            
Board of Directors subject to the        [ ] ABSTAIN        
provision that there will be no fewer                           
than 3 (three) nor more than 11 (eleven)                        
directors.                                                                

  IN  THEIR  DISCRETION,  THE  PROXIES ARE  AUTHORIZED  TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.    

     THIS PROXY, WHEN PROPERLY EXECUTED,      Dated:________________, 1997
WILL BE VOTED IN THE MANNER DIRECTED                            
HEREIN BY THE UNDERSIGNED SHAREHOLDER.                          
     IF NO DIRECTION IS MADE, THIS PROXY      Signature:__________________
WILL BE VOTED "FOR" PROPOSALS 1,2,                              
and 3.                                                          
                                   Signature,if held
                                              jointly:____________________

     (PLACE SHAREHOLDER LABEL HEREE)          SIGNATURE  SHOULD AGREE WITH
                                               THE NAME ON STOCK CERTIFICATE
                                               AS PRINTED THERON. EXECUTORS,
                                              ADMINISTRATORS, TRUSTEES AND
                                              OTHER FIDUCIAARIES SHOULD SO
                                        INDICATE WHEN SIGNING.

                                             PLEASE MARK, SIGN, DATE AND
                                        RETURN THIS PROXY CARD
                                             PROMPTLY USING THE ENCLOSED
                                          ENVELOPE. A PROMPT REPLY
                                            WILL HELP SAVE THE EXPENSE
                                         OF FOLLOW-UP LETTERS TO
                                           SHAREHOLDERS WHO HAVE NOT
                            RESPONDED.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	3/30/98	11
	6/16/97	2	13
	5/12/97	3		DEF 14A
	5/5/97	2	3
Filed on:	4/28/97
For Period End:	4/24/97
	3/31/97	6	7	NT 10-Q
	9/30/96	3	11	10KSB40, NT 10-K
	9/30/95	9
	9/30/94	9
				List all Filings

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Filing Submission 0000918997-97-000005 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Aquentium Inc – ‘PRE 14A’ for 4/24/97

As of: Monday, 4/28/97 · For: 4/24/97 · Accession #: 918997-97-5 · File #: 0-23402

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents