UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 14f-1
Report of Change in Majority of Directors
Information Statement Pursuant to Section 14(f) of the Securities Exchange Act
of 1934 and Rule 14f-1 thereunder
ULTRA CARE, INC.
(Name of Registrant as Specified In Its Charter)
Commission File Number: 000-52945
ULTRA CARE, INC.
999 Third Avenue
Suite 3800
Seattle, WA 98104
(206) 652-3382
| Incorporated in the | | Employer Identification |
| State of Nevada | | No. 98-0540833 |
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION BY THE SHAREHOLDERS OF
ULTRA CARE, INC. IS REQUIRED IN RESPONSE TO THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
GENERAL
This Information Statement is being mailed on or about December 31, 2008 to the holders of shares of common stock, par value $0.001 (the “Common Stock”) of Ultra Care, Inc. (the “Company”). You are receiving this Information Statement in connection with the proposed appointment of new members to a majority of seats on the Company’s Board of Directors (the “Board”). As of the date of this Information Statement, there are 1,960,000 shares of Common Stock issued and outstanding. The Company’s outstanding Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors.
On December 29, 2008, Mr. Van Clayton A. Pagaduan entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Mr. Alan Goh whereby Mr. Goh will acquire in aggregate 1,200,000 shares of Common Stock of the Company from Mr. Pagaduan at US$0.05 per share for a total purchase price of US$60,000, which is to be paid on or before January 15, 2009.
The Stock Purchase Agreement is set to close on or before January 15, 2009 (the “Closing Date”). On the Closing Date, Mr. Alan Goh will directly own 1,200,000 shares of Common Stock of the Company which constitutes approximately 61% of the issued and outstanding capital stock of the Company. In addition, Mr. Goh will be appointed a director, the President, CEO, CFO, Secretary and Treasurer of the Company on or prior to January 15, 2009.
This Information Statement is being furnished to provide you with certain information concerning the anticipated change in the majority of the members of the Company’s Board.
In connection with the Stock Purchase Agreement, Mr. Van Clayton Pagaduan is to resign as a director, the President, CEO, CFO, Secretary and Treasurer of the Company and Mr. Alan Goh is to be appointed as a director, the President, CEO, CFO, Secretary and Treasurer of the Company no sooner than 10 days after this Information Statement has been filed with the Securities and Exchange Commission and transmitted to all holders of record of securities of the Company who would be entitled to vote at a meeting for election of directors.
In connection with the Share Purchase Agreement, the current Board of the Company will be appointing Mr. Alan Goh as a director, the President, CEO, CFO, Secretary and Treasurer of the Company.
Please read this Information Statement carefully. It contains biographical and other information concerning the executive officers and directors. All of the Company’s filings, and exhibits thereto, may be inspected without charge at the public reference section of the SEC at Room 1580, 100F Street N.E., Washington, D.C. 20549. Copies of this material also may be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of the Company’s filings may be obtained from the SEC’s website at http://www.sec.gov.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of December 1, 2008, regarding beneficial ownership of Common Stock by (i) each person known by the Company (based on publicly available filings with the SEC) to be the beneficial owner of more than 5% of the outstanding shares of its Common Stock, (ii) each current director, nominee and executive officer of the Company and (iii) all current officers and directors as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act based upon information furnished by the persons listed or contained in filings made by them with the SEC. Except as otherwise indicated below, the shareholders listed possess sole voting and investment power with respect to their shares.
As of the date of this Information Statement, there are 1,960,000 shares of Common Stock issued and outstanding.
Name and Address of Beneficial Owner | | Position | | Amount and Nature of Beneficial Ownership | | | Percent of Common Stock | |
Van Clayton Pagaduan JB 174, KM 4, Central Pico, La Trinidad, Benguet, Philippines 2601 | | President, CFO, Secretary, Treasurer and Director | | | 1,200,000 | | | | 61.22 | % |
| | | | | | | | | | | |
All current officers and directors as a group | | | | | 1,200,000 | | | | 61.22 | % |
| Notes: | |
| (*) | Beneficial ownership of Common Stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days. |
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth information regarding the Company’s proposed executive officers and directors.
| Name of Nominee | | Age | | Principal Occupation During the Last 5 Years |
Alan Goh President, CEO, CFO, Secretary, Treasurer and Director | | 48 | | From mid 2008 to present, Mr. Goh has been the sole proprietor of Majestic Resources, which is based in Singapore and provides labor outsourcing services that recruits foreign workers to Singapore. From 2007 to mid 2008, Mr. Goh was the manager of EZY Employment Agency Pte. Ltd., which is based in Singapore, where he managed the recruitment, training and immigration processing of workers in the Food & Beverage Industry, cleaning services and construction industry to Singapore as well as the return to their home country. From 2006 to 2007, Mr. Goh was the assistant operations manager of Kardin Wan Shen Logistics, which is based in Singapore, where he gained valuable experience and knowledge in freight forwarding and other logistical operations. From 2003 to 2006, Mr. Goh was a manager at PT. Pasifik Indo Mulia, an Indonesian trading company involved in importing electrical and electrical appliances from various asian countries into Indonesia. From 1983 to 2003, Mr. Goh worked in his family business named Bina Bharama Trading Pte. Ltd., a Singapore company involved in recycling of waste plastics into resins and the sale of such resins to plastic manufacturers, where he gained valuable knowledge of the recycling business and negotiating skills. Mr. Goh is not an officer or director of any reporting issuer. |
LEGAL PROCEEDINGS
As of the date of this Statement no current or proposed director or executive officer of the Company is or has been involved in any existing or pending legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses) within the past five years; (iii) being subject to any order, judgment or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).
EXECUTIVE COMPENSATION
The following table sets out the compensation received by the officers of the Company from date of inception, January 30, 2007, to the last fiscal year ended July 31, 2008. The Company did not have any other highly compensated executive officers with annual salary and bonus in excess of $100,000 per year.
Name and Principal Position | | Year | | Salary | | Bonus | | Other Annual Compensation | | Securities Under Options Granted | | Restricted Shares or Restricted Share Units | |
| | | | | | | | | | | | | | |
Van Clayton Pagaduan President, CFO, Secretary, Treasurer and Director | | 2008 | | Nil | | Nil | | Nil | | Nil | | Nil | |
| | | | | | | | | | | | | | |
| Clifford Belgica, former President, CEO and director | | | 2008 2007 | * | Nil Nil | | Nil Nil | | Nil Nil | | Nil Nil | | Nil Nil | |
| | | | | | | | | | | | | | | |
| Denver Melchor, former CFO, Secretary, Treasurer and director | | | 2008 2007 | * | Nil Nil | | Nil Nil | | Nil Nil | | Nil Nil | | Nil Nil | |
| Notes: | |
| (*) | From inception, January 30, 2007, to year ended July 31, 2007. |
No long term incentive plan awards were made to any executive officer during the fiscal year ended July 31, 2008.
Option/SAR Grants in Last Fiscal Year
No individual grants of stock options, whether or not in tandem with stock appreciation rights (“SARs”) and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2008.
There were no formal arrangements under which directors were compensated by the Company during the most recently completed fiscal year for their services solely as directors.
BOARD OF DIRECTORS
Each director holds office until the next annual meeting of stockholders, and until his successor is elected and qualified. The bylaws permit the Board of Directors to fill any vacancy and the new director may serve until the next annual meeting of stockholders and until his successor is elected and qualified. Officers are elected by the Board of Directors and their terms of office are at the discretion of the Board. There are no family relations among any current or proposed officers or directors of the Company.
Board and Committee Meetings; Director Independence
The Board of Directors held three (3) meetings during the fiscal year ended July 31, 2008. The Company currently has no formal policy regarding board members’ attendance at annual meetings of stockholders. The Company held no annual or special meetings of stockholders in the last fiscal year ended July 31, 2008.
As of the date of this Information Statement, the Company’s Board of Directors has not appointed an audit committee, nominating committee or compensation committee; however, the Company is not currently required to have such committees. Due to the early development stage of the Company and the lack of any independent members on the Board of Directors, the Company has determined that the functions ordinarily handled by such committees should be handled by the entire Board of Directors. The Board of Directors intends, however, to review our governance structure and institute board committees and charters as necessary and advisable in the future, to facilitate the management of our business.
The Company’s current Board of Directors has not determined that its current director qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B. The Board of Directors intends to identify an audit committee financial expert to serve the Company in that capacity and intends to add such a director to the board once identified.
To date no executive and/or director compensation has been paid by the Company.
As of the date of this Information Statement, the Company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The Company believes that a specific nominating policy would be premature and of little assistance until the Company’s business operations develop to a more advanced level. The Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors, and does not have any specific process or procedure for evaluating such nominees. The current Board of Directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.
The Board of Directors has determined that its current director does not qualify as independent and that upon the appointment of the proposed director, Mr. Alan Goh, and the resignation of Mr. Van Clayton Pagaduan, the new director will not qualify as independent as Mr. Goh will also be the sole officer of the Company.
AUDIT COMMITTEE
As of the date of this Information Statement, the role of our audit committee is performed by our Board of Directors, which consists of our sole officer and director, Van Clayton Pagaduan.
The sole director representing the audit committee is not deemed independent as he holds the officer positions of President, CFO, Secretary and Treasurer. The audit committee is responsible for: (i) selection and oversight of our independent accountant; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside auditory and any outside advisors engagement by the audit committee.
It is anticipated that the newly constituted Board of Directors will appoint Mr. Alan Goh to the audit committee upon the resignation of Mr. Van Clayton Pagaduan, which is anticipated to result in there being a majority of interested directors on the audit committee.
AUDIT FEES
During the fiscal year ended July 31, 2008, the Company expects to incur approximately $8,000 in fees to its principal independent accountant for professional services rendered in connection with audit of the Company’s financial statements for fiscal year ended July 31, 2008 and for the review of the Company’s financial statements for the fiscal quarters ended October 31, 2007, January 31, 2008, and April 30, 2008.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During fiscal year ended July 31, 2008, the Company did not incur any fees for professional services rendered by its principal independent accountant for certain information technology services which may include, but is not limited to, operating or supervising or managing the Company’s information or local area network or designing or implementing a hardware or software system that aggregate source data underlying the financial statements.
ALL OTHER FEES
The Company did not incur any other audit related fees for advice from its principal independent accountant during the fiscal year ended July 31, 2008.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires the Company’s executive officers, directors and persons who beneficially own more than 10% of the Company’s Common Stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers, directors, and greater-than-ten percent holders are required to furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the Forms 3, 4, and 5 furnished to the Company for the fiscal year ended July 31, 2008, the Company has determined that the Company’s directors, officers, and greater than 10% beneficial owners complied with all applicable Section 16 filing requirements during the fiscal year ended July 31, 2008.
DATED: December 31, 2008
| | Ultra Care, Inc. |
| | |
| | /s/ Van Clayton A. Pagaduan |
| | Van Clayton A. Pagaduan |
| | President, CFO, Secretary, Treasurer and Director |
