UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14(F)-1 THEREUNDER
VENTURA ASSESTS LIMITED
(Exact name of company as specified in its charter)
Colorado (State or other jurisdiction of incorporation or organization) | 000-53186 (Commission File Number) | 37-1441050 (IRS Employer Id. No.) |
2241 Flintridge Drive,
Glendale, CA 91206
(Address of principal executive offices, including zip code)
(818) 424-0219
(Company’s telephone number, including area code)
VENTURA ASSESTS LIMITED
2241 Flintridge Drive
Glendale, CA 91206
______________________________________________
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1
PROMULGATED THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
November 29, 2010
_______________________________________________
NO VOTE OR OTHER ACTION OF THE SECURITY HOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
INTRODUCTION
This Information Statement is being mailed on or about November 29, 2010 to holders of record on November 29, 2010 of shares of common stock, par value $0.0l per share (“Common Stock”), of Ventura Assets Limited, a Colorado corporation (the “Company”), in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule l4f-l promulgated thereunder. This Information Statement is being delivered in connection with the appointment by the existing directors of a new Board of Directors of the Company (the “Board”) followed by the resignation of the existing directors pursuant to the terms of the transactions (“Transactions”) described below. The appointment will become effective upon the closin g of the transactions described below, but not sooner than December 9, 2010, following the expiration of the ten-day period from the date of mailing of this Information Statement under Rule l4f-l and closing of the sale of 1,255,000 shares (the “Sale”) of common stock of the Company, and result in a change of control of the Company.
As of November 29, 2010, the Company had 1,500,000 shares of Common Stock issued and outstanding, which is the Company’s only class of voting securities that would be entitled to vote for directors at a stockholders meeting if one were to be held, each share being entitled to one vote.
Please read this Information Statement carefully. It describes the terms of Transactions that will be consummated at a closing on or after November 29, 2010 (the “Closing Date”) that will result in a change of control of the Company, and contains certain biographical and other information concerning the executive officers and directors of the Company before and after the Closing Date of the Transactions. Additional information about the Company and the Transactions will be contained in the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) after the Closing Date of the Transactions. The Form 8-K may be inspected without charge at the public reference section of the SEC at 100 F Street, N.E., Washington, DC 20549. &# 160;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 Form 8-K may be obtained from the SEC’s website at http://www.sec.gov.
THE TRANSACTIONS
On November 9, 2010, Hasmik Yaghobyan, Osheen Haghnazarian and Halter Capital Corporation executed a Stock Purchase Agreement, pursuant to which Halter Capital Corporation will purchase 1,255,000 shares of common stock from Hasmik Yaghobyan and Osheen Haghnazarian. As a result of the transaction described above, Halter Capital Corporation will own approximately 83.67% of the then outstanding Common Stock of the Company.
Upon the completion of the transactions, which will occur at least ten days after the mailing of this Information Statement, the Company’s existing directors, Hasmik Yaghobyan and Osheen Haghnazarian will resign as directors and appoint Kevin B. Halter, Jr. as the new director of the Company.
All current officers of the Company will resign upon completion of the Exchange, and the new Board will appoint new officers of the Company.
GENERAL
Ventura Assets Limited (a development stage company) provides unclaimed property location services to the public and businesses. The Company assists clients in obtaining information regarding lost or forgotten estates, unclaimed assets and/or financial belongings in any or all of the United States. The Company was incorporated under the laws of the State of Colorado on August 9, 2002, and has its principal office in Glendale, California.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
THE EXISTING OFFICERS AND DIRECTORS OF THE COMPANY
The following table sets forth the existing officers and directors of the Company.
Director Name of Person | Age | Position and Office Held with the Company | Since |
| Osheen Haghnazarian | 29 | President, CEO, COB and Director | 2003 |
| Hasmik Yaghobyan | 50 | Secretary, CFO and Director | 2002 |
| | | | |
Business Experience
Board of Directors and Executive Officers
Osheen Haghnazarian
Mr. Haghnazarian has served as the Chairman of the Board of Directors, and as the Company’s President, and Chief Executive Officer since 2003. Since July 2007, Mr. Haghnazarian has served as a licensed California real estate agent with Keller Williams Realty. From August 2005 until July 2007, Mr. Haghnazarian was a mortgage broker with Fidelity Financial. Prior to that, Mr. Haghnazarian served as an assistant loan broker for Mortgage USA. Mr. Haghnazarian’s knowledge and experience in real estate and real estate financing is essential for his role as President of the Company. He has an extensive knowledge of the means and resources needed to search and locate unclaimed assets which is critical to his role as a the Chairman of our Board of Directors.
Hasmik Yaghobyan
Ms. Yaghobyan has served as a member of the Board, and as the Company’s Chief Financial Officer and Secretary since 2002. During the past five years, Ms. Yaghobyan has served as an accountant in the Auditor Controller’s office of the County of Los Angeles. She holds the BA degree in Business Administration with a major in Accounting and a Juris Doctorate from Glendale University College of Law. Ms. Yaghobyan is an investor in several small privately-held businesses based in southern California. Ms. Yaghobyan’s experience as an accountant and her legal background are essential to her role as a director of the Company.
Officers are appointed by and serve at the will of the Board of Directors. Osheen Hagnazarian is the son of Hasmik Yaghobyan.
General
Directors hold office until the next annual meeting of our stockholders and until their successors have been elected and qualify. Officers serve at the pleasure of the Board of Directors.
NEW DESIGNEE OFFICERS AND DIRECTORS OF THE COMPANY
After completion of the Transactions, the following persons will be the directors and officers of the Company:
| Names: | Age | Titles: | |
| | | | |
| Kevin B. Halter Jr. | 50 | Chairman, Chief Executive Officer, President, Secretary and Director | |
Business Experience
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. The Board of Directors will seek other qualified individuals to serve on the Board and to form committees to do the Board’s work.
Currently, our directors are not compensated for their services, although their expenses in attending meetings are reimbursed. Officers are elected by the Board of Directors and serve until their successors are appointed by the Board of Directors. Biographical resumes of each officer and director are set forth below.
Directors and Executive Officers
Kevin Halter, Jr. has been President of Securities Transfer Corporation since 1987, an SEC registered stock transfer company. He has been a vice president and director of Halter Capital Corporation since 1987. From 1994 to September 3, 2010 he has served as Vice President and Director of Millennia, Inc. From August 4, 1998 until February 27, 2004 he was a Director and Secretary-Treasurer of Millennia Tea Masters, Inc., now known as VoIP, Inc. From January 31, 2005 until March 2005 he was President and a Director of Meditech, Inc., now known as Deli Solar (USA) Inc. From March 30, 2005 until January 30, 2006 he was President and a Director of Strong Technical, Inc., now known as Zhongpin, Inc. From October 18, 2005 until December 7, 2005, he w as President and a Director of General Devices, Inc., now known as Aduromed Industries, Inc. From February 21, 2006 until February 5, 2008 he was President and a Director of Rub A Dub Soap, Inc., now known as Sentaida Tire Company Limited.
CORPORATE GOVERNANCE
The Company does not maintain an audit committee, compensation committee, or nominating committee, and the Board performs these functions. Because the Company has had only three directors who own over a majority of the voting securities of the Company, the Board has determined that it is not necessary to have a standing nominating committee or procedures for submitting shareholder nominations. The Board has not established an audit or compensation committee for similar reasons. Immediately following completion of the Transactions, it is anticipated that this structure will remain in place. Eventually, the Board will review the advisability of establishing audit, compensation and nominating committees composed primarily of independent directors to perform the functions normally performed by such groups.
During the year 2010 through November 29, 2010, the Board of Directors held one meeting.
EXECUTIVE COMPENSATION
Executive Compensation
Neither the Company nor its subsidiary pay any compensation to its officers and directors and have not paid compensation in any amount or of any kind to its executive officers or directors for the years ended 2008 and 2009. There are no stock options or other derivative securities outstanding.
No stock has been issued to any officer, employee or director of the company except in their capacity as investors. Although we have no current plan in existence, we may adopt a plan to pay or accrue cash compensation to our officers and directors for services rendered. We currently do not have a stock incentive plan for the benefit of officers, directors or employees, but our Board of Directors may recommend the adoption of such programs in the future.
SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. These insiders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file, including Forms 3, 4 and 5. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required during the calendar year ended December 31, 2009, all Section 16(a) filing requirements applicable to its insiders were complied with.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of November 29, 2010, the Company has issued and outstanding 1,500,000 shares of Common Stock. There is no other class of voting security of the Company issued or outstanding. The following table sets forth the number of shares of Common Stock beneficially owned as of November 29, 2010, by (i) each director, (ii) each executive officer named in the Summary Compensation Table and (iii) each person known to own beneficially more than 5% of our stock, and (iv) all directors, named executive officers and other executive officers as a group. We calculated beneficial ownership according to Rule 13d-3 of the Securities Exchange Act as of that date. Beneficial ownership generally includes voting and investment power with respect to securities. Unless otherwise i ndicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock, with respect to each of our named director and executive officer, each person known to us to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group:
| Name of Beneficial Owner | Title of Class | | Amount of Beneficial Ownership | | | Percent Before Offering (2) | |
| | | | | | | | |
Osheen Haghnazarian (1) President, Chief Executive Officer and Director | Common | | | 380,000 | | | | 25.3 | % |
| | | | | | | | | | |
Hasmik Yahobyan (1) Chief Financial Officer, Secretary and Director | Common | | | 875,000 | | | | 58.3 | % |
| | | | | | | | | | |
| All Directors and Officers | Common | | | 1,255,000 | | | | 83.7 | % |
| | | | | | | | | | |
| (1) | The business address of the directors and executive officers is: c/o Ventura Assets Limited is 2241 Flintridge Drive, Glendale, California 91206. |
Beneficial ownership generally includes voting and investment power with respect to the securities. Unless otherwise, the Company is not aware of any arrangement which might result in a change in control in the future.
Code of Ethics
The Company has not yet adopted a comprehensive written code of ethics. It is generally the Company’s policy that its operations are to be conducted in compliance with the law and with the highest ethical standards.
Director Compensation
Our directors are elected by the vote of a majority in interest of the holders of our voting stock and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.
Directors do not receive compensation for their services.
| | By Order of the Board of Directors | |
| | | | |
| | | /s/ Osheen Haghnazarian | |
| | | Osheen Haghnazarian | |
| | | | |
| | | | |
