UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No.__)
Check the appropriate box:
o Preliminary Information Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive Information Statement
BLACK SEA OIL, 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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o Fee computed on table below per Exchange Act Rules 14c-5(g)
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| (5) | Total fee paid: |
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BLACK SEA OIL, INC.
415 Madison Avenue
New York, NY 10017
| October 17, 2008 |
Dear Stockholders:
The enclosed Information Statement is being furnished to the holders of record of shares of the common stock (the “Common Stock”) of Black Sea Oil, Inc., a Nevada corporation (the “Company”), as of the close of business on the record date, October 21, 2008. The purpose of the Information Statement is to notify our shareholders that on September 26, 2008, the Company received a written consent in lieu of a meeting of stockholders (the “Written Consent”) from the holder of 133,000,000 (representing 73.85%) of the issued and outstanding shares of our Common Stock. The Written Consent adopted the following resolutions, which authorized the Company to: (a) implement a 1 to 1000 reverse stock split of the issued and outstanding shares of common stock held by each stockholder of record at October 21, 2008, without correspondingly decreasing the number of authorized shares of common stock; and (b) amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Black Sea Oil, Inc.” to “Clearview Acquisitions, Inc.”
You are urged to read the Information Statement in its entirety for a description of the actions taken by the majority stockholder of the Company. The resolutions will become effective twenty calendar days after this Information Statement is first mailed to our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The enclosed Information Statement is being furnished to you to inform you that the foregoing actions have been approved by the holder of at least a majority of the outstanding shares of all voting stock of the Company. Because shareholders holding at least a majority of the voting rights of our outstanding common stock has voted in favor of the foregoing actions, and has sufficient voting power to approve such actions through their ownership of common stock, no other shareholder consents will be solicited in connection with the transactions described in this Information Statement. The Board is not soliciting your proxy in connection with the adoption of these resolutions and proxies are not requested from stocks.
This Information Statement is being mailed on or about October 24, 2008 to stockholders of record on October 21, 2008.
| Sincerely, |
| /s/ Tatiana Mikitchuk | |
| Tatiana Mikitchuk | |
| President |
BLACK SEA OIL, INC.
415 Madison Avenue
New York, NY 10017
_____________________
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
_____________________________________
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the holders of record of shares of the common stock (the “Common Stock”) of Black Sea Oil, Inc., a Nevada corporation (the “Company”), as of the close of business on the record date, October 21, 2008. The purpose of the Information Statement is to notify our stockholders that September 26, 2008 the Company received a written consent in lieu of a meeting of stockholders (the “Written Consent”) from the holder of 133,000,000 (representing 73.85%) of the issued and outstanding shares of our Common Stock. The Written Consent adopted the following resolutions, which authorized the Company to: (a) implement a 1 to 1,000 reverse stock split of the issued and outstanding shares of common stock held by each stockholder of record at October 21, 2008, without correspondingly decreasing the number of authorized shares of common stock; and (b) amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Black Sea Oil, Inc.” to “Clearview Acquisitions, Inc.”
The resolutions will become effective twenty calendar days after this Information Statement is first mailed to our stockholders.
Because a shareholder holding at least a majority of the voting rights of our outstanding common stock has voted in favor of the foregoing resolutions, and has sufficient voting power to approve such actions through her ownership of common stock, no other shareholder consents will be solicited in connection with the transactions described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of these resolutions and proxies are not requested from stockholders.
In accordance with our bylaws, our board of directors has fixed the close of business on October 21, 2008 as the record date for determining the stockholders entitled to notice of the above noted actions. This Information Statement is being mailed on or about October 24, 2008 to stockholders of record on the record date.
DISTRIBUTION AND COSTS
We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. In addition, we will only deliver one information statement to multiple security holders sharing an address, unless we have received contrary instructions from one or more of the security holders. Also, we will promptly deliver a separate copy of this information statement and future stockholder communication documents to any security holder at a shared address to which a single copy of this information statement was delivered, or deliver a single copy of this information statement and future stockholder communication documents to any security holder or holders sharing an address to which multiple copies are now delivered, upon written request to us at our address noted above.
Security holders may also address future requests regarding delivery of information statements by contacting us at the address noted above.
VOTE REQUIRED; MANNER OF APPROVAL
Approval to implement the 1 to 1,000 reverse stock split, thereby decreasing the number of issued and outstanding shares of common stock of the Company, without correspondingly decreasing the number of authorized shares of common stock of the Company under the Nevada Revised Statutes (“NRS”) Section 78.2055 (the “Reverse Split”) and to amend the current Articles of Incorporation of the Company under the
Nevada Revised Statutes (“NRS”) Section 78.390 (the “Name Change”) require the affirmative vote of the holders of a majority of the voting power of the Company. Accordingly, the holders of a majority of the voting power of the Company must approve the Reverse Split and approve the Name Change.
In addition, NRS 78.320 provides in substance that shareholders may take action without a meeting of the shareholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of the outstanding voting shares holding not less than the minimum number of votes that would be necessary to approve such action at a shareholders meeting. This action is effective when written consents from holders of record of a majority of the outstanding shares of voting stock are executed and delivered to the Company.
The Company has no class of voting stock outstanding other than the Common Stock. There are currently 180,075,000 shares of Common Stock outstanding, and each share of Common Stock is entitled to one vote. Accordingly, the vote or written consent of the shareholders holding at least 90,037,501 shares of the Common Stock issued and outstanding is necessary to approve Reverse Split and the filing of the Certificate of Amendment. In accordance with our bylaws, our board of directors has fixed the close of business on September 26, 2008 as the record date for determining the shareholders entitled to vote or give written consent.
On September 26, 2008, a shareholder holding 133,000,000 (representing 73.85%) of the issued and outstanding shares of Common Stock, executed and delivered to the Company the Written Consent. Accordingly, in compliance with the NRS, at least a majority of the outstanding shares has approved the Reverse Split and the Name Change. As a result, no vote or proxy is required by the stockholders to approve the adoption of the foregoing resolutions.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), the Articles of Amendment may not be filed with the Nevada Secretary of State and the Reverse Split may not be implemented until twenty calendar days after this Information Statement is first mailed to our stockholders. As mentioned earlier the Name Change and the Reverse Split will become effective upon the filing of the Articles of Amendment with the Secretary of State of the State of Nevada, which is anticipated to be on or about November 14, 2008, twenty days after the mailing of this Information Statement.
PURPOSES AND EFFECT OF THE CHANGES
Reverse Stock Split
As of the record date, the authorized capital of the Company consisted of 1,750,000,000 shares of Common Stock, $0.0001 par value per share. 180,075,000 shares of Common Stock were issued and outstanding. The Company intends to implement a 1 to 1,000 reverse stock split, so that each 1,000 pre-consolidation shares of the Company will be equal to each 1 post-consolidation share. The number of shares of the Company’s Common Stock issued and outstanding will be reduced following the effective time of the Reverse Split. Shareholders should recognize that they will own a fewer number of shares than they presently own (a number equal to the number of shares owned immediately prior to the effective time divided by one thousand, reflecting the 1:1,000 ratio). At the effective time of the Reverse Split, the Company will have 180,075 shares of common stock issued and outstanding. Fractional shares which would otherwise be held by the shareholders of our Common Stock after the reverse split will be rounded up to the next whole share. The number of shareholders of record would not be affected by the reverse stock split.
The Board believes that it is in the Company’s best interests to implement the Reverse Split in order to provide the Company with the flexibility to issue Common Stock without further action by the Company's stockholders (unless required by law or regulation) for various corporate purposes that the Board may deem advisable. These purposes may include, among other things, the sale of shares to obtain additional capital funds, the purchase of property, the use of additional shares for various equity compensation and other employee benefit plans of the Company or of acquired companies, the acquisition of other companies, and other bona fide purposes. Although the Company is currently in discussions with a potential company regarding a transaction in which additional shares might be issued to such third party, there is no definitive agreement (or executed letter of intent) with such company and no assurance that a transaction will be structured to the satisfaction of the Company or that the transaction will occur. The Company presently has no definitive plans, proposals, or arrangements, written or otherwise, at this time to issue any of the additional authorized shares of common stock.
The Name Change
Our Board of Directors believes that by changing our corporate name to Clearview Acquisitions, Inc. will more accurately reflect our business focus. The Company intends to seek an acquisition of, or merger with, an existing company. Although the Company is currently in discussions with a potential company regarding a transaction, there is no definitive agreement (or executed letter of intent) with such company and no assurance that a transaction will occur. The Company presently has no definitive plans, proposals, or arrangements, written or otherwise.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of October 17, 2008, the number of shares of Common Stock beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 180,075,000 issued and outstanding shares of Common Stock. Unless otherwise indicated, the business address of each such person is c/o Black Sea Oil, Inc. 415 Madison Avenue, 15th Floor, New York, NY 10017.
Name and Address of | Amount and Nature of | Percent |
| Beneficial Owner | Beneficial Ownership | of Class |
| Tatiana Mikitchuk | 133,000,000 | 73.85% |
| All directors and executive officers as a group (1 individual) | 133,000,000 | 73.85% |
CHANGE IN CONTROL
On September 25, 2008, the Marcus Segal resigned from his positions as Chief Executive Officer, President, Treasurer and Secretary and a Director of the Company. Mr. Segal also entered into a Purchase and Sale Agreement which provided, among other things, for the sale of 133,000,000 shares of common stock of the Company (the “Purchased Shares”) to Tatiana Mikitchuk (the “Purchaser) for the aggregate purchase price of one thousand dollars. The Purchased Shares represent an aggregate of 73.85% of the issued and outstanding share capital of the Company. The source of the cash consideration for the Purchased Shares was the Purchaser’s personal funds.
There are no arrangements or understandings among members of both the former and new control group and their associates with respect to the election of directors of the Company or other matters.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since the date of incorporation of the Company, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us:
- | any of our directors or officers; |
- | any person proposed as a nominee for election as a director; |
- | any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or |
- | any relative or spouse of any of the foregoing persons who has the same house as such person. |
INTEREST OF CERTAIN PERSONS IN OR IN
OPPOSITION TO MATTERS TO BE ACTED UPON
No director, executive officer, associate of any officer or director or executive officer, or any other person has any interest, direct or indirect, by security holdings or otherwise, in the Articles of Amendment or Reverse Split which is not shared by all other stockholders.
OTHER MATTERS
The Board knows of no other matters other than those described in this Information Statement which have been approved or considered by the holders of a majority of the shares of the Company’s voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE ARTICLES OF AMENDMENT, PLEASE CONTACT:
Black Sea Oil, Inc.
415 Madison Avenue
15th Floor
New York, NY 10017
(646) 673-8427
| By Order of the Board of Directors, |
| /s/ Tatiana Mikitchuk | |
| Tatiana Mikitchuk | |
| President |
AMENDMENT TO ARTICLES OF INCORPORATION
OF
BLACK SEA OIL, INC.
Black Sea Oil, Inc., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:
1. The name of the corporation is Black Sea Oil, Inc. and the name under which the Corporation was originally incorporated is Terrapin Enterprises, Inc. The date of filing of its original Articles of Incorporation with the Secretary of State was January 10, 2006.
2. This Amended Articles of Incorporation amends the provisions of the Articles of Incorporation of this corporation in full.
3. The text of the Articles of Incorporation as amended and heretofore is hereby amended to read as herein set forth in full:
“ARTICLES OF INCORPORATION
OF
CLEARVIEW ACQUISITIONS, INC.
1. Name of Corporation: Clearview Acquisitions, Inc.
2. Registered Agent for Service of Process: The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, NV 89511.
3. Authorized Capital: (a) the total number of shares of stock which the Corporation shall have authority to issue is One Billion Seven Hundred Fifty Five Million (1,755,000,000) which shall consist of (i) One Billion Seven Hundred Fifty Million (1,750,000,000) shares of common stock, par value $0.0001 per share (the "Common Stock"), and (ii) Five Million (5,000,000) shares of preferred stock, par value $0.0001 per share (the "Preferred Stock").
(b) The Preferred Stock may be issued in one or more series, from time to time, with each such series to have such designation, relative rights, preferences or limitations, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the "Board"), subject to the limitations prescribed by law and in accordance with the provisions hereof, the Board being hereby expressly vested with authority to adopt any such resolution or resolutions. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination or fixing of the following:
(i) The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board increasing such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board;
(ii) The dividend rate of such series, the conditions and time upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of Stock or series thereof, or any other series of the same class, and whether such dividends shall be cumulative or non-cumulative;
(iii) The conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed;
(iv) Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;
(v) Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes, with or without par value, or of any other series of the same class, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;
(vi) Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(vii) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or upon the distribution of assets of the Corporation; and
(viii) Any other powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of such series, as the Board may deem advisable and as shall not be inconsistent with the provisions of this Articles of Incorporation.
(c) The holders of shares of the Preferred Stock of each series shall be entitled to receive, when and as declared by the Board, out of funds legally available for the payment of dividends, dividends (if any) at the rates fixed by the Board for such series before any cash dividends shall be declared and paid or set apart for payment, on the Common Stock with respect to the same dividend period.
(d) The holders of shares of the Preferred Stock of each series shall be entitled, upon liquidation or dissolution or upon the distribution of the assets of the Corporation, to such preferences as provided in the resolution or resolutions creating such series of Preferred Stock, and no more, before any distribution of the assets of the Corporation shall be made to the holders of shares of the Common Stock. Whenever the holders of shares of the Preferred Stock shall have been paid the full amounts to which they shall be entitled, the holders of shares of the Common Stock shall be entitled to share ratably in all remaining assets of the Corporation.
4. The governing board of the Corporation shall be styled as a "Board of Directors", and any member of said Board shall be styled as a "Director." The first Board of Directors of the corporation shall consist of one director. The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one. In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.
The name and address of the Board of Directors are as follows:
Tatiana Mikitchuk
415 Madison Avenue
15th Floor
New York, NY 10017
5. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. Any repeal or amendment of this Article by the stockholders of the Corporation shall be prospective.
6. The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
7. The Corporation shall have perpetual existence.
8. The nature of the business of the Corporation and the objects or the purposes to be transacted, promoted, or carried on by it are to engage in any lawful activity.
9. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or here-after prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.”
4. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in a case of a vote of classes or series or may be required by the provisions of the articles of incorporation in favor of the amendment is 73.85%.
| By: | ||
| Name: | Tatiana Mikitchuk | |
| Title: | Chief Executive Officer |