SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934.
Filed by the Registrant | [ x ] |
Filed by Party other than the Registrant | [ ] |
[ x ] | Preliminary Information Statement |
[ ] | Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)] |
[ ] | Definitive Information Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
SOUTHBORROUGH VENTURES, INC.
(Exact name of Registrant as specified in its charter.)
Commission File number 000-33127
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[ ] | Fee paid previously with preliminary materials. | |
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SOUTHBORROUGH VENTURES, INC.
12933 W. Eight Mile Road
Detroit, Michigan 48235
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to stockholders of SOUTHBORROUGH VENTURES, INC., a Nevada corporation (the "Company") in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of the Company's common stock of a proposal (the "Proposal") to approve an amendment (the "Amendment") to the Articles of Incorporation to increase the authorized capital from 100,000,000 shares of common stock, par value $0.001 per share to 250,000,000 shares of common stock, par value $0.001 per share.
The Board of Directors believes that it is advisable and in the best interests of the Company to increase its authorized capital since it has nearly issued all of its authorized shares of common stock and it plans to issue up to five (5) million shares of common stock in connection with its acquisition of American Production Machining, LLC and accordingly in order to issue said five (5) million shares of common stock it must increase its authorized capital by amending its articles of incorporation. The Company anticipates similar acquisitions in the near future and intends to issue stock as a part of the acquisition formula.
This information statement is being first sent to stockholders on or about December 14, 2003. The Company anticipates that the amendment will become effective on or about January 3, 2004, twenty-one (21) days after mailing.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VoteRequired
The proposed amendment requires the approval of a majority of the outstanding shares of common stock. Each holder of common stock is entitled to one (1) vote for each share held. The record date for the purpose of determining the number of shares outstanding and for determining stockholders entitled to vote, is the close of business on December 3, 2003 (the "Record Date"), the day in which the Board of Directors of the Company adopted the resolution setting forth and recommending the Amendment to the Articles of Incorporation. As of the record date, the Company had eighty million twenty thousand (80,020,000) shares of common stock issued and outstanding. Holders of the shares have no preemptive rights. All outstanding shares are fully paid and nonassessable. The transfer agent for the common stock is Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119. Its telephone number is (702) 361-3033.
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Meeting Not Required
Nevada Revised Statutes 78.320(2) provides that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power.
Furnishing Information
This information statement is being furnished to all holders of common stock of the Company. The Form 10-KSB for the year ending November 30, 2002 and all subsequent filings may be viewed on the Securities and Exchange Commission web site atwww.sec.gov in the EDGAR Archives and are incorporated herein by reference. The Company is presently current in the filing of all reports required to be filed by it.
Dissenters Rights of Appraisal
There are no dissenter's rights of appraisal applicable this action to change in the authorized capital of the Company.
Proposals by Security holders
No security holders entitled to vote has transmitted any proposals to be acted upon by the Company.
Security Ownership of Certain Beneficial Owner and Management
The following sets forth as of December 3, 2003 persons owning more than 5% of the common stock of the Company:
Name and address of | Amount and nature of | Percent of | |
Title of Class | beneficial owner | ownership | class |
Common Stock | David Howard | 20,000,000 | 24.99% |
| 3616 West Huron River Dr. | Restricted |
|
| Ann Arbor, Michigan 48103 |
|
|
Common Stock | Marc Walther | 20,000,000 | 24.99% |
| 16906 Kenneth Dr. | Restricted |
|
| Macomb, Michigan 48044 |
|
|
Common Stock | Edward Rutkowski | 20,000,000 | 24.99% |
| 47781 Robins Nest Dr. | Restricted |
|
| Shelby Township, Michigan 48315 |
|
|
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The following sets forth as of December 3, 2003, all shares of common stock owned by all directors and nominees, each executive officer, and directors and executive officers as a group.
|
|
| Amount and |
|
| Name of beneficial |
| nature of | Percent of |
Title of Class | owner | Position with Company | ownership | class |
|
|
|
|
|
Common Stock | David Howard | President, Principal Executive | 20,000,000 | 24.99% |
|
| Officer, and a Director | Direct |
|
|
|
|
|
|
Common Stock | Marc Walther | Secretary, Treasurer, Principal | 20,000,000 | 24.99% |
|
| Financial Officer, and a Director | Direct |
|
|
|
|
|
|
Common Stock | Edward Rutkowski | Director | 20,000,000 | 24.99% |
|
|
| Direct |
|
|
|
|
|
|
All officers and |
|
|
| 74.97% |
directors as a |
|
|
|
|
group (3 persons) |
|
|
|
|
There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
PROPOSAL TO INCREASE THE AUTHORIZED CAPITAL
The Board of Directors has determined that it would be in the best interest of the Company to increase its authorized capital from 100,000,000 shares of common stock, $0.001 par value per share to 250,000,000 shares of common stock, $0.001 par value per share
Reasons for the Proposal
The Company currently has issued and outstanding 80,020,000 share of its common stock. Its authorized capital consists of 100,000,000 shares of common stock $0.001 par value per share. That leaves 10,980,000 shares of common stock for issuance. The Company intends to issue up to five (5) million shares of common stock in connection with its acquisition of American Production Machining, LLC and accordingly in order to issue said five (5) million shares of common stock it must increase its authorized capital by amending its articles of incorporation. The Company anticipates similar acquisitions in the near future and intends to issue stock as a part of the acquisition formula.
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To do so, a majority of the issued and outstanding shares of common stock must approve of the amendment to the articles of incorporation.
Vote Obtained
The following individuals own the number of shares and percentages set forth opposite their names:
| David Howard | 20,000,000 |
| 24.99% |
|
| Marc Walther | 20,000,000 |
| 24.99% |
|
| Edward Rutkowski | 20,000,000 |
| 24.99% |
|
| Total | 60,000,000 |
| 74.97% |
|
On November 21, 2003, the foregoing persons or entities executed a written consent approving the amendment to increase the Company's authorized capital to 250,000,000 shares of common stock, $0.001 par value per share.
Certain Matters Related to the Proposal
The amendment to the articles of incorporation will become effective upon filing with the Secretary of State of Nevada. It is anticipated that the foregoing will take place twenty-one (21) days after this information statement is mailed to the Company's shareholders.
Interest of Certain Persons in Favor of or in Opposition to Increasing the Authorized Capital
No officer or director will receive any direct or indirect benefit from the Company's proposed increase in its authorized capital. No officer or director or any person has notified the Company that it intends to oppose the Company's increase in authorized capital.
By Order of the Board of Directors | |
|
|
| /s/ David Howard |
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