UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
New Pacific Ventures, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee paid previously with preliminary materials.
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New Pacific Ventures, Inc.
Suite 213-630 Roche Point Dr.
Vancouver, British Columbia, Canada V7H 3A1
August 21, 2006
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of New Pacific Ventures, Inc. to be held at 604-750 W. Pender St. Vancouver, B.C. Canada V6C 2T7 on Thursday, August 31, 2006 at 9:00 a.m. PST, local time.
At the annual meeting, you will be asked to elect three nominees for director, ratify the retention of an outside auditor, give authority to seek additional funding, approve the acquisition of Tatonka Oil and Gas Company, Inc., approve a forward stock split, change the name of the Company to Tatonka Oil and Gas Company, Inc. upon the completion of its acquisition, approve the issuance of stock options and consider and act upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
It is important that your shares of New Pacific Ventures, Inc. common stock are represented at the annual meeting, whether or not you attend the annual meeting in person and regardless of the number of shares you own. To ensure that your shares of common stock are represented, we urge you to complete, sign, date and return your proxy card in the enclosed postage prepaid envelope. If you attend the annual meeting, you may vote in person even if you have previously submitted a proxy. Your prompt attention is greatly appreciated.
Very truly yours,
/s/Gerry Jardine
Gerry Jardine
President
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on August 31, 2006
New Pacific Ventures, Inc.
Suite 213-630 Roche Point Dr.
Vancouver, British Columbia, Canada V7H 3A1
August 21, 2006
To Our Shareholders:
On behalf of the Board of Directors, we are pleased to invite you to attend the New Pacific Ventures, Inc. 2006 Annual Meeting of Shareholders. The meeting will be held at 604-750 W. Pender St. Vancouver, B.C. Canada V6C 2T7 on Thursday, August 31, 2006 at 9:00 a.m. PST, for the following purposes.
1. To elect the Board of Directors for the following year; and
2. To ratify the retention of Madsen & Associates, CPA's, Inc. as the Company's independent auditor for the fiscal year 2006; and
3. To give authority, to the Board of Directors, and Officers of the Company, to seek funding through public offerings, private placements, commercial funding, or other sources of financing, to promote and expand operations; and
4. To approve the acquisition of 100% of Tatonka Oil and Gas Company, Inc., a Colorado Corporation, through the issuance of 15,000,000 post forward split shares of the Company's $0.001 par value common stock; and
5. To approve a four (4) for one (1) forward split of the Company's $0.001 par value common stock; and
6. To ratify an amendment to the Company's Articles of Incorporation to change the Company's name to Tatonka Oil and Gas Company, Inc conditioned upon the completion of the Company's acquisition of Tatonka Oil and Gas Company, Inc.; and
7. To approve the issuance of stock options to key personnel, consultants and directors; and
8. The ratification of such other business as may properly come before the meeting or any adjournment thereof.
Only Shareholders of record as shown on the books of the Company at the close of business on June 5, 2006 will be entitled to vote at the Annual Meeting or any adjournment thereof. A list of the Company's Shareholders entitled to notice of, and to vote at, the Annual Meeting will be made available during regular business hours at the Company's Principal Executive Offices at Suite 213-630 Roche Point Dr. Vancouver, British Columbia, Canada V7H 3A1 from the date of this Notice for inspection by any Shareholder for any purpose regarding the Annual Meeting.
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THOSE WHO CANNOT ATTEND THE ANNUAL MEETING OF THE SHAREHOLDERS ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED SELF ADDRESSED STAMPED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. ANY SHAREHOLDER ATTENDING THE ANNUAL MEETING WHO HAS SUBMITTED A PROXY, HAS THE RIGHT TO REVOKE IT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
/s/Gerry Jardine
Director/President
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PROXY STATEMENT
This Proxy Statement is furnished to Shareholders of New Pacific Ventures, Inc., ("New Pacific" or the "Company") a Colorado corporation, in connection with the solicitation of proxies by the Board of Directors of the Company, for use at the Annual Meeting of Shareholders of the Company to be held at 604-750 W. Pender St. Vancouver, B.C. Canada V6C 2T7, on August 31, 2006 at 9:00 a.m. PST, and at any and all adjournments of such meeting. The first date on which this Proxy Statement and the form of Proxy are first being mailed to Shareholders of the Company is on or about August 21, 2006.
The Board of Directors has fixed June 5, 2006, as the record date for determining Shareholders who are entitled to vote. All Shareholders are invited to attend the meeting, although only Shareholders of record at the close of business on June 5, 2006 will be entitled to vote at the Annual Meeting. On the record date, the Company had outstanding 9,000,000 shares of its $.001 par value Common Stock, held of record by approximately thirty-two (32) stockholders. All shares have equal voting rights and are non-assessable. Each share of Common Stock is entitled to one vote on each matter properly coming before the Meeting. Holders of shares of Common Stock have no cumulative, conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock. Each issued Common Share entitles its record owner to one vote on each matter to be voted upon at the meeting. The presence, in person or by proxy, of 4,500,001 shares will constitute a quorum.
Any shares, which are withheld or abstain from voting, will be counted for the purpose of obtaining a quorum. Shares held in "street name" by brokers or nominees, who indicate that they do not have discretionary authority to vote such shares as to a particular matter ("broker non-votes"), will not be counted as votes "for" or "against" the proposals and will not be counted as shares voted on such matter.
The total number of votes cast "for" will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve each proposal. Abstentions from voting on a proposal by a shareholder at the Annual Meeting, as well as broker non-votes, will be considered for purposes of determining the number of total votes present at the Annual Meeting. Abstentions will have the same effect as votes against the proposals but will not affect the election of Directors.
Shareholders who execute proxies for the Annual Meeting may revoke their proxies at any time prior to their exercise by delivering written notice of revocation to the Company or by delivering a duly executed proxy bearing a later date.
All proxies will be voted in accordance with the instructions contained therein, if properly executed and not revoked. Proxies that are signed by Shareholders, but lack any such specification will be voted in favor of the proposals set forth in the Notice of the Annual Meeting. The management of the Company does not know of any other matters which will be presented for action at the Annual Meeting, but the person, Gerry Jardine, named in the Proxy intends to vote or act with respect to any other proposal which may be presented for action in accordance with his best judgment. Any proxy may be revoked by a stockholder at any time before it is exercised by giving written notice to that effect to the Corporate Secretary of the Company or by voting in person at the Annual Meeting.
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The cost of the meeting, including the cost of preparing and mailing the Proxy Statement and Proxy/Ballot, will be borne by the Company, which is anticipated not to exceed $500.00 The Company may, in addition, use the services of its directors, officers and employees to solicit proxies, personally or by telephone, but at no additional salary or compensation. The Company will also request banks, brokers and others who hold shares of the Company in nominee names, to distribute proxy soliciting materials to beneficial owners and will reimburse such banks and brokers for reasonable out-of-pocket expenses which they may incur in so doing.
DESCRIPTION OF MATTERS TO BE ACTED UPON AT THE MEETING
As set forth in the Notice of Meeting:
Proposal 1:To elect Directors for the Company's Board of Directors.
The Board of Directors has determined that there will be three (3) directors of the Company elected at the Annual Meeting. The Board of Directors have nominated Gerry Jardine, Brent Petterson and Roy Brown. In the absence of other instructions, the proxies will be voted for each of the individuals named below, each of whom the Board proposes for election as a director of the Company. If elected, such individuals will serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified. All of the nominees are members of the present Board of Directors.
The Board has no reason to believe that any nominee would be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept the nomination or election, the Board will either select a substitute nominee or will reduce the size of the Board.
The Board recommends a vote FOR the election of each of the nominees listed below.
Director Information:
Gerry Jardine. Mr. Jardine has been President/CEO and a director of New Pacific since its inception. Mr. Jardine from March 2006 to the present has been employed by York West Asset Management Group, a property management company, as a Property Manager. From January 2004 to the present, Mr. Jardine has served as the President of Wellington Homes, Ltd., a residential development and construction company. Mr. Jardine from 1999 to December 2003, was the Secretary/Treasurer and a Director of Prefco Enterprises Inc., a public Canadian construction/development company. From 1989 to 2004, Mr. Jardine was the President/CEO and a director of Truax Venture Corporation, a Canadian public exploration company. Additionally, from 1996 to the present, Mr. Jardine has been the President of Amcan Fiscal Consultants Inc., a private consulting company. From 1986 to 1997, Mr. Jardine was the President/CEO, and a director of Powertech Industries Inc., a Canadian public company involved in the manu facture and sales of HVAC equipment.
Brent Petterson. Mr. Petterson has been the Secretary/Treasurer and a director of New Pacific since its inception. Mr. Petterson obtained his Certified General Accountant designation in 1989 and has 15 years of public practice accounting experience as well as three (3) years of property management experience. Mr. Petterson is the president of Hiatt Management Ltd., a real estate investment company since 1996, and Acony Belle Management Ltd., a financial consulting company since 2001.
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Roy Brown. Mr. Brown has been a director of New Pacific since its inception. From 1991 to the present, Mr. Brown has been the president of Roymor Market Services Inc., a private company, which is in the business of assisting private and public companies in identifying sources of capital. Mr. Brown currently is a consultant to Zena Capital Corp, which is involved in barite mining in South
Central British Columbia, Canada. From 1996 to 1997, Mr. Brown was a director of International Kirkland Minerals, a publicly listed company involved in nickel exploration in Ontario. From 1995 to 1996, Mr. Brown was a consultant to Opawica Explorations, which was involved in mineral exploration in Ghana, Africa; Peru, South America and Canada. From 1968 to 1991, Mr. Brown was the President of R & B Management Inc., a company engaged in the managing and marketing of Canadian companies. In the late 1980's, Mr. Brown was President of Halley Resources and Chairman of Surf Inlet Mines, both publicly listed companies involved in mine development and exploration.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of the Common Stock by (i) each person known by the Company to own beneficially 5% or more of the Common Stock, (ii) each director and officer of the Company and (iii) all directors and officers as a group:
Title of Class | Name and Address of Beneficial Owner (1) | Amount of Beneficial Ownership (2) | Percentage of Class |
Common Stock
Common Stock
Common Stock
Common Stock | Brent Petterson Roy Brown Gerry Jardine Total Officers, Directors of New Pacific's common stock as a group: | 1,000,000
1,000,000
1,000,000
3,000,000 | 11.11%
11.11%
11.11%
33.33% |
[1] No security holder listed above owns any warrants, options or rights.
[2] Unless otherwise indicated, this column reflects amounts as to which the beneficial owner has sole voting power and sole investment power.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act") requires our officers and directors and persons owning more than ten percent (10%) of our Common Stock to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Additionally, Item 405 of Regulation S-B under the 34 Act requires us to identify in our Form 10-KSB and proxy statement those individuals for whom one of the above referenced
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reports was not filed on a timely basis during the most recent fiscal year or prior fiscal years. Given these requirements, we have the following report to make under this section: All of New Pacific's officers or directors, and all persons owning more than ten percent of the Company's shares have filed the required subject reports.
Directors' Compensation
During fiscal 2005, New Pacific did not compensate any of its Directors for their services as Directors for the Company.
Directors, Executive Officers, Promoters and Control persons
The Directors and Officers of New Pacific are as follows:
Name | Age | Office |
Gerry Jardine* Brent Petterson* Roy Brown* | 55 45 61 | President/CEO/Director Secretary-Treasurer/Director Director |
* These persons may be deemed "promoters" of the Company as that term is defined under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Current Executive Officers and Directors
Gerry Jardine. Mr. Jardine has been President/CEO and a director of New Pacific since its inception. Mr. Jardine from March 2006 to the present has been employed by York West Asset Management Group, a property management company, as a Property Manager. From January 2004 to the present, Mr. Jardine has served as the President of Wellington Homes, Ltd., a residential development and construction company. Mr. Jardine from 1999 to December 2003, was the Secretary/Treasurer and a Director of Prefco Enterprises Inc., a public Canadian construction/development company. From 1989 to 2004, Mr. Jardine was the President/CEO and a director of Truax Venture Corporation, a Canadian public exploration company. Additionally, from 1996 to the present, Mr. Jardine has been the President of Amcan Fiscal Consultants Inc., a private consulting company. From 1986 to 1997, Mr. Jardine was the President/CEO, and a director of Powertech Industries Inc., a Canadian public company involved in the manu facture and sales of HVAC equipment.
Brent Petterson. Mr. Petterson has been the Secretary/Treasurer and a director of New Pacific since its inception. Mr. Petterson obtained his Certified General Accountant designation in 1989 and has 15 years of public practice accounting experience as well as three (3) years of property management experience. Mr. Petterson is the president of Hiatt Management Ltd., a real estate investment company since 1996, and Acony Belle Management Ltd., a financial consulting company since 2001.
Roy Brown. Mr. Brown has been a director of New Pacific since its inception. From 1991 to the present, Mr. Brown has been the president of Roymor Market Services Inc., a private company, which is in the business of assisting private and public companies in identifying sources of capital. Mr. Brown currently is a consultant to Zena Capital Corp, which is involved in barite mining in South Central British Columbia, Canada. From 1996 to 1997, Mr. Brown was a director of International Kirkland
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Minerals, a publicly listed company involved in nickel exploration in Ontario. From 1995 to 1996, Mr. Brown was a consultant to Opawica Explorations, which was involved in mineral exploration in Ghana; Africa, Peru, South America and Canada. From 1968 to 1991, Mr. Brown was the President of R & B Management Inc., a company engaged in the managing and marketing of Canadian companies. In the late 1980's, Mr. Brown was President of Halley Resources and Chairman of Surf Inlet Mines, both publicly listed companies involved in mine development and exploration.
Executive Compensation.
New Pacific as of the fiscal year ended October 31, 2005, did not compensate any of its Officers or Directors for their services. However, New Pacific may during the course of the current year, decide to compensate its Officers for their services and to compensate its Directors for serving on the Company's Board of Directors.
Additional Information about the Board of Directors
The Company experienced minimal activity during fiscal 2005; therefore, the Board held no meetings during the year.
Certain Relationships and Related Transactions
None of the Directors or Officers of the Company, nor any proposed nominee for election as a Director of the Company, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, nor any promoter of the Company, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the date of the Company's incorporation or in any presently proposed transaction which, in either case, has or will materially affect the Company. The Company has not entered into transactions with any member of the immediate families of the foregoing persons, nor is any such transaction proposed.
There are no family relationships among any of the Directors or Executive Officers of New Pacific.
Committees
New Pacific is in the pre-exploration stage and has not, as yet, generated any revenues. The Company has not compensated any of its officers and directors, or established a compensation plan. The Company; therefore, has not yet established a standing nominating committee or a charter and its current board of directors, Gerry Jardine, Roy Brown and Brent Petterson participate in the consideration of any director nominees. The Company has not, as yet, established an audit committee or a charter for such committee. In the future, as the Company begins to generate revenues and compensates its officers and directors, the Company will establish the required committees. The Company does not provide a formal process for shareholders to send communications to the board of directors. Communications to the board of directors will be received by the Company, either by letter addressed to New Pacific Ventures, Inc., Suite 213-630 Roche Point Dr., Vancouver, British Columbia, Canada V7H 3A1, or sh areholders may call (604) 762-5652.
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Proposal 2:To ratify the retention of Madsen & Associates, CPA's, Inc. as the Company's independent auditor for the fiscal year ending October 31, 2006.
Subject to ratification by the Shareholders, the Board has selected Madsen & Associates, CPA's, Inc., independent accountants, to audit the financial statements of the Company for the fiscal year ending October 31, 2006. Madsen & Associates, CPA's, Inc. served as the Company's independent accountant for the year ended October 31, 2005.
Representatives of Madsen & Associates, CPA's, Inc. are not expected to be present at the Annual Meeting of Shareholders'. However, if such representatives are present, they will have the opportunity to make a statement if they so desire, and be available to respond to appropriate questions.
The Board recommends a vote FOR the ratification of the appointment of Madsen & Associates, CPA's, Inc. as the Company's independent accountants.
A vote in favor of this proposal will give the Board of Directors the authority to retain Madsen & Associates, CPA's, Inc. as the Company's independent auditor for the fiscal year ending October 31, 2006.
Independent Auditors Fees and Other Matters
Audit Fees: The Company's auditor is Madsen & Associates, CPA's, Inc., located at 684 East Vine St. Suite 3, Murray, Utah 84107. The Company paid their auditor $3,500 in audit and review fees for the fiscal year ended October 31, 2005, and $2,015 for fiscal 2004.
Audit-Related Fees: The Company paid nil in audit-related fees for 2005 and $1,395 in audit-related fees for fiscal 2004.
Tax Fees: The Company did not pay its auditor any fees related to tax compliance, tax advice, and tax planning for the fiscal years ended October 31, 2005 or 2004.
All Other Fees: The Company did not pay its auditor any fees related to any other products or services.
The Company has not established an audit committee, therefore, there have been no pre-approved policies and procedures established by such.
The Company's board of directors has determined that the provision of services by Madsen & Associates, CPA's., as set forth above, is compatible with maintaining Madsen & Associates, CPA's independence.
Proposal 3:To give authority to the Board of Directors and Officers of the Company to seek funding through public offerings, private placements, commercial funding or other sources of financing, to promote and expand the Company's operations.
The Board recommends a vote FOR giving authority to the Board to seek additional funding.
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A vote in favor of this proposal will give authority to the Board of Directors to raise additional capital for the Company through the issuance of stock from the Company's treasury. The additional capital may enable the Company to expand its operations and pursue additional business opportunities. In the event that the Board of Directors elects to do such, the result could be a dilution of the current shareholders equity. In addition, in order to increase the capital position of the Company, the Board of Directors will be able to borrow funds on the Company's behalf, thus, placing the Company in a debt position consequently, incurring extra costs through the payment of interest expenses. If the Company finds that it is unable to repay any debt authorized by the Board of Directors, the Company may experience a loss in value.
Proposal 4: To, approve the acquisition of Tatonka Oil and Gas Company, Inc., a Colorado corporation, through the issuance of 15,000,000 post forward split shares of the Company's $0.001 par value common stock.
The Board recommends a vote FOR approving the acquisition of Tatonka Oil and Gas Company, Inc. and the issuance of 15,000,000 shares of the Company's $0.001 par value common stock as it relates to the acquisition.
A vote in favor of this proposal will authorize the Board of Directors to acquire Tatonka Oil and Gas Company, Inc. and its oil and gas properties, which will increase the Company's, assets and possibly begin to generate revenues for the Company. Additionally, present shareholders will incur a substantial dilution by the issuance of the 15,000,000 shares of the Company's $0.001 par value common stock. A copy of the Agreement of Share Exchange and Purchase and Sale between New Pacific Ventures, Inc. and Tatonka Oil and Gas Company, Inc. ("the Agreement") is attached hereto as Exhibit "A".
The proposed share exchange agreement with Tatonka Oil and Gas Company, Inc. will permit New Pacific to acquire new management that has the necessary level of experience and expertise in the oil and gas industry. Mr. Brian Hughes will become the CEO of New Pacific. Mr. Hughes has over 25 years experience with major oil and gas companies, such as Shell Oil Company, Ultra Petroleum and Pennaco Energy. Mr. Hughes, as a petroleum engineer, has been involved in the acquisition of leases, exploration and production. While at Ultra Petroleum, Mr. Hughes began negotiations and operations in 1998 on coalbed methane plays in the Powder River Basin in Wyoming, and in Germany, Romania, Zimbabwe, and Solvenia. Mr. Hughes proposes to direct the Company's energies into the Rocky Mountain West and, more specifically, in Wyoming and Colorado.
Mr. Hughes' experience will be invaluable to the Company in raising the necessary capital to begin to realize the Company's new business purpose and will be more likely to assist the Company in generating revenues. Ultimately, the shareholders will benefit in that the value of their shares will be enhanced. However, if the Company is not successful in developing its oil and gas leases, the value of the shareholders' shares may be diminished and diluted.
Proposal 5:To approve a four (4) for one (1) forward split of the Company's $0.001 par value common stock.
The Board recommends a vote FOR approving the forward common stock split.
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A vote in favor of this proposal will allow the Company to move forward and complete the acquisition of Tatonka Oil and Gas Company, Inc.
The four (4) for one (1) forward stock split is contingent on shareholder approval of the acquisition of Tatonka Oil and Gas Company, Inc. In the event that the shareholders do not approve the forward stock split, which may be deemed necessary to complete the proposed acquisition of Tatonka Oil and Gas Company, Inc. the acquisition will be terminated. As a consequence, all parties will return to their prior equity positions and New Pacific will continue to seek other new business opportunities or identify an acquisition partner to enhance the Company's shareholder value.
Proposal 6: To ratify an amendment to the Company's Articles of Incorporation to change the Company's name to Tatonka Oil and Gas Company, Inc. upon the completion of the acquisition of Tatonka Oil and Gas Company, Inc.
The Board recommends a vote FOR amending the Company's Articles of Incorporation to change the name of the Company.
A vote in favor of this proposal will allow the Company to move forward and complete the proposed acquisition of Tatonka Oil and Gas Company, Inc.
Proposal 7:To approve the issuance of stock options to key personnel, consultants and directors.
The Board recommends a vote FOR approving the issuance of stock options.
A vote in favor of this proposal will allow the Company to attract and to induce the continued retention of key employees, consultants and qualified directors.
Other Business
The Board of Directors is not aware of any business to come before the meeting other than those matters described above in the proxy statement. If, however, any other matters should properly come before the meeting, it is intended that holders of proxies will act in accordance with their judgement on such matters.
Shareholder Proposals
Shareholders who wish to present proposals for action at the Annual Meeting of Shareholders to be held in 2007, should submit their proposals in writing to the Secretary of the Company at the address of the Company set forth on the first page of this Information/Proxy Statement. The Secretary must receive proposals no later than February 28, 2007, for inclusion in next year's proxy statement.
Stockholders who wish to make a proposal at the 2007 Annual Meeting of Stockholders other than one that will be included in the Company's proxy materials should notify the Company not later than September 30, 2007 and no earlier than June 1, 2007. If a stockholder who wished to present a proposal fails to notify the Company by this date, the proxies that management solicits for that meeting will have discretionary authority to vote on the stockholder's proposal if it is properly brought before that meeting. If a stockholder makes timely notification, management may still exercise discretionary authority under circumstances consistent with the Securities and Exchange Commission's proxy rules.
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Annual Report
New Pacific will provide without charge to each such shareholder, upon the written request of such person, a copy of the Company's Form 10-KSB for the year ending October 31, 2005. Such written requests should be sent to Gerry Jardine, President, New Pacific Ventures, Inc., Suite 213-630 Roche Point Dr., Vancouver, British Columbia, Canada V7H 3A1.
Quarterly Report
New Pacific will provide without charge to each such shareholder, upon the written request of such person, a copy of the Company's Form 10-QSB for the quarter ending July 31, 2005. Such written requests should be sent to Gerry Jardine, President, New Pacific Ventures, Inc., Suite 213-630 Roche Point Dr., Vancouver, British Columbia, Canada V7H 3A1.
Market for Common Equity and Related Stockholder Matters
The Securities and Exchange Commission declared that it had no further comments regarding the Company's initial registration statement in March of 2004.
In July of 2004, Aegis Capital Corp, on behalf of New Pacific, filed a Form 15c2-11 with the NASD, to have the Company's common stock traded on the OTCBB. As of the date of this filing, the Form 15c2-11 filing for New Pacific has been approved and the Company's Common Stock, par value $.001, currently trades on the OTC Bulletin Board (OTCBB) with the symbol of NPFV. As of the Company's fiscal year ended October 31, 2005, there were no shares traded through the National Association of Securities Dealers.
The market price information for the Company's common equity pursuant to Item 201(a)(i)(iii) for each fiscal quarter from July 31, 2005, through December 31, 2005, was as follows:
Range High: $0.10 Low: $0.10
The above high and low price quotations were derived from the NASD. These quotations represent prices between dealers and do not include retail markup, markdown or commission. They do not represent actual transactions and have not been adjusted for stock dividends or splits.
During the period for each fiscal quarter from July 31, 2005, through December 31, 2005, there was no volume in the trading of the Company's common stock.
No dividends have been declared with respect to the Common Stock since the Company's inception, and the Company does not anticipate paying dividends in the foreseeable future. However, there are no restrictions on the ability of the Company to declare dividends on its Common Stock.
As of the date hereof, there are 3,000,000 shares of Common Stock that could be sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").
Holders of Record:
As of October 31, 2005, there were 32 holders of record of New Pacific Venture's Common Stock.
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New Pacific Ventures, Inc.
The Board of Directors solicits this Proxy
for the Annual Meeting of Shareholders
to be held on August 31, 2006
The undersigned hereby constitutes and appoints, Gerry Jardine, with full power of substitution and revocation, the true and lawful attorney and proxy of the undersigned at the Annual Meeting of Shareholders (the "Meeting") of New Pacific Ventures, Inc., ("New Pacific" or the "Company") to be held August 31, 2006, 9:00 a.m. PST, located at 604-750 W. Pender St. Vancouver, B.C. Canada V6C 2T7, or any adjournments thereof, to vote the shares of Common Stock of the Company standing in the name of the undersigned on the books of the Company, or such shares of Common Stock of the Company as the undersigned may otherwise be entitled to vote on the record date for the Meeting with all powers the undersigned would possess if personally present at the Meeting, with respect to the matters set forth below and described in the Notice of the Annual Meeting of Shareholders dated August 21, 2006, and the accompanying Proxy Statement of the Company.
1. Election of the Board of Directors until the next Annual Shareholders' Meeting | [ ] For all nominees listed below | |||
Vote for | Vote against | Withhold authority to vote for nominee | ||
1. Gerry Jardine | [ ] | [ ] | [ ] | |
2. Brent Petterson | [ ] | [ ] | [ ] | |
3. Roy Brown | [ ] | [ ] | [ ] | |
Support the Board of Directors of New Pacific Ventures, Inc. by approving the re-election of Gerry Jardine, Brent Petterson and Roy Brown to the Board of Directors for the following year's term.
2. Ratify the engagement of Madsen & Associates, CPA's as the Company's independent auditor for the fiscal year ending October 31, 2006 | [ ] For the proposal | [ ] Against the proposal | [ ] Abstain vote for the proposal |
Approve management's selection of Madsen & Associates, CPA's. as the Company's independent auditor for the fiscal year ending October 31, 2006.
3. Allow the Board of Directors and Officers of the Company to seek funding to promote and expand the Company's operations. | [ ] For the proposal | [ ] Against the proposal | [ ] Abstain vote for the proposal |
Support the Board of Directors of the Company, in the allowance of the Board to continue to seek funding through public offerings, private placements, commercial funding, or other sources of financing.
4. Approve the acquisition of Tatonka Oil and Gas Company, Inc. By the issuance of 15,000,000 shares of common stock | [ ] For the proposal | [ ] Against the proposal | [ ] Abstain vote for the proposal |
Support the Board of Directors of the Company and approve the acquisition of Tatonka Oil and Gas Company, Inc. by the issuance of 15,000,000 post forward split shares of the Company's $0.001 par value common stock.
5. Approve a four (4) for one (1) forward split of the Company's $0.001 par value common stock. | [ ] For the proposal | [ ] Against the proposal | [ ] Abstain vote for the proposal |
Support the Board of Directors and approve a four (4) for one (1) forward split of the Company's $0.001 par value common stock.
6. Ratify an amendment to the Company's Articles of Incorporation to change the name of the Company to Tatonka Oil and Gas Company, Inc. upon the completion of its acquisition | [ ] For the proposal | [ ] Against the proposal | [ ] Abstain vote for the proposal |
Support the Board of Directors of the Company and ratify an amendment to the Company's Articles of Incorporation to change the Company's name from New Pacific Ventures, Inc. to Tatonka Oil and Gas Company, Inc.
7. Approve the issuance of stock options to key personnel, consultants and directors. | [ ] For the proposal | [ ] Against the proposal | [ ] Abstain vote for the proposal |
Support the Board of Directors of the Company and approve the issuance of stock options to key personnel, consultants and directors.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS LISTED. IF NO DIRECTIONS ARE GIVEN BY THE PERSON(S) EXECUTING THIS PROXY, THE SHARES WILL BE VOTED IN FAVOR OF ALL LISTED PROPOSALS.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5, 6, and 7.
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Please sign exactly as your name appears on the shareholder records of the Company. If shares are held in the names of more than one person, each joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the respective capacities in which they sign. Attorneys must submit Powers of Attorney.
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BY THE ORDER OF THE BOARD OF DIRECTORS
/s/Gerry Jardine
Gerry Jardine, President
August 21, 2006
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