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
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
NUTEK , INC.
(Name of Registrant as Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_______________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________
2) Form, Schedule or Registration Statement No.
_______________________________________
3) Filing Party:
_______________________________________
4) Date Filed:
_______________________________________
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Nutek Inc.
6330 McLeod Drive, Suite 1
Las Vegas, NV 89120
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INFORMATION STATEMENT,
NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
AND NOTICE OF SHAREHOLDER MEETING TO DISCUSS ACTIONS TAKEN
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Item 1
General Information
Section 78.320 of the Nevada Revised Statutes and the By-laws of Nutek Inc.,
provide that any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if stockholders holding at least a
majority of the voting power sign a written consent approving the action. This
information is being provided to the shareholders of Nutek Inc. (the "Company")
in connection with our prior receipt of approval by written consent, in lieu of
a special meeting, of the holders of a majority of our common stock
authorizing:
1. Approve the following individuals as the Board members of the Company,
Murray N. Conradie (Chairman); David S. Kincer; Jason F. Griffith and
Joseph Harmon.
2. Approve an amendment to the Company's Certificate of Incorporation to
change the name of the Company from Nutek Inc., to Datascension Inc.,
and approve the following certificate exchange procedure:
The Corporation requires a mandatory exchange of the old stock
certificate, with the name Nutek, Inc. for a new stock certificate, with
the name Datascension, Inc., with the stipulations that (a) old stock
certificates, with the old company name, will be void, shall not entitle
the certificate holder to any of the rights of a shareholder or the
Corporation, and shall be worthless, non-transferable and non-tradable
in any public or private market or exchange beginning ninety (90) days
after the date of the filing of the Certificate of Amendment of the
Articles of Incorporation in the State of Nevada, and shall have no
value except for the right to be exchanged for new stock certificates;
and (b) physical exchange of the old stock certificates must be made
exclusively by and through the Corporation's stock transfer agent in
order to obtain a new stock certificate.
Persons who hold their shares in brokerage accounts or "street name"
would not be required to take any further actions to effect the exchange
of their certificates. Instead, the holder of the certificate will be
contacted. However, the Corporation requires that each new certificate
representing shares of common stock of the Corporation specify and
include the name of the beneficial owner of such shares and be mailed
directly to that beneficial holder.
No new certificates will be issued to a shareholder until the
shareholder has surrendered the shareholder's outstanding certificate(s)
together with the properly completed and executed letter of transmittal
to the exchange agent. Until surrender, each certificate representing
shares before the name change would represent the right to exchange the
certificate bearing the name of Nutek Inc., for a certificate bearing
the name of Datascension Inc., only. Stockholders should not destroy any
stock certificate and should not submit any certificates until
instructed to by the Corporation.
3. Approve an amendment to the Company's Certificate of Incorporation to
effect, in the discretion of the Board of Directors, a reverse stock
split of all of the outstanding shares of capital stock of the Company
at a ratio to be determined, to be effective at any time prior to 12
months after the date of stockholder approval, in the discretion of the
Board of Directors (if enacted, the "Recapitalization"), and to apply
for a listing on either the NASDAQ or AMEX stock exchange.
4. Approve an amendment to the Company's Certificate of Incorporation and
By Laws reducing the number of authorized shares in an amount to be
determined by the Board of Directors at the time of the
Recapitalization.
5. Authorize the Board of Directors to implement a performance based Stock
Option Plan.
6. Authorize the Board of Directors to implement new Employment Agreements
for the officers of the company.
7. Ratify all actions of the Company, its Officers and Directors since the
last shareholders' meeting.
8. Ratify the Company's retainer of the firm of Gary V. Campbell, CPA, Ltd,
as the independent auditor for the Company.
The shareholders holding shares representing approximately 63.34% of the votes
entitled to be cast at a meeting of the Company's shareholders consented in
writing to the proposed actions. The shares have been considered fully diluted,
for a total amount of 148,325,469 shares used, for purposes of the ownership
percentage calculations.
The elimination of the need for a special meeting of the shareholders to
approve the actions set forth herein is authorized by Section 78.320 of the
Nevada Revised Statutes, (the "Nevada Law"). This Section of Nevada Law
provides that the written consent of the holders of outstanding shares of
voting capital stock, having not less that the minimum number of votes which
would be necessary to authorize or take the action at a meeting at which all
shares entitled to vote on a matter were present and voted, may be substituted
for the special meeting.
While there will be costs and management time involved in holding a shareholder
meeting, the Board wishes to discuss the above actions set forth herein as
early as possible in order to accomplish the purposes of the Company. The
Board of Directors of the Company will be hosting its annual meeting on
Wednesday, January 14th, 2004, at the Four Seasons Hotel, 3960 Las Vegas Blvd.
South, Las Vegas, Nevada at 2 PM. The purpose of this meeting will be to
merely answer any questions shareholders have related to these changes, as no
votes will be taken.
Outstanding Voting Stock of the Company and Statement that Proxies Are Not
Solicited
This Information Statement is furnished solely for the purpose of informing our
stockholders of this corporate action pursuant to the Securities Exchange Act
of 1934, as amended, and the Nevada Law.
The Board of Directors fixed November 10, 2003 as the record date for the
determination of stockholders entitled to receive this Information Statement
(the "Record Date"). As of the Record Date, there were 95,889,245 common
shares outstanding, 524,508 shares of Preferred Stock Series A issued and
outstanding and 508,500 shares of Preferred Stock Series B issued and
outstanding. The Common Stock and Series A and B Preferred Stock constitutes
the outstanding class of voting securities of the Company. The shares have been
considered fully diluted, for a total amount of 148,325,469 shares used, for
purposes of the ownership percentage calculations. Each share entitles the
holder to one (1) vote on all matters submitted to shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being sent to you for information purposes only.
No action is requested nor required on your part.
QUESTIONS AND ANSWERS
Q: What am I being asked to approve?
A: You are not being asked to approve anything. This Information
Statement is being provided to you solely for your information. Shareholders
holding a majority of the outstanding voting stock of the Company have already
agreed to items discussed in this Information Statement.
Q: Why have the Board of Directors and a majority of the shareholders
agreed to approve these actions?
A: After much deliberation and discussion amongst the members of
management and industry professionals, the Board feels it is the best interest
of shareholders to narrow the focus of the company to better reflect the
activities at hand. The Board feels the actions will aid in this goal.
Q: Why is the company filing this information statement?
A: The Company is filing this Information Statement to inform you the Board
of Directors has consented to the election of the four above named persons to
serve as the only members of the Board of Directors of the Company and that the
holders of voting control of a majority of the issued and outstanding common
stock of the Company have voted to amend the Company's Certificate of
Incorporation to change the Company's name, along with authorizing the Board to
effect a reverse stock split, to reduce the number of authorized shares, while
also ratifying the appointment of Gary V. Campbell, CPA, Ltd. as the auditor of
record, ratifying all actions of the Company since the last shareholder
meeting, and the implementation of a performance based Stock Option Plan and
new Employment Agreements for the officers of the company.
Security Ownership of Certain Owners and Management
The following table sets forth the Common Stock ownership information as of
November 10, 2003, with respect to (i) each person known to the Company to be
the beneficial owner of more that 5% of the Company's Common Stock; (ii) each
director of the Company; and (iii) all directors, executive officers and
designated shareholders of the Company as a group. This information as to
beneficial ownership was furnished to the Company by or on behalf of each
person named.
Name of Beneficial Number of Shares Percent
Owner (1) Beneficially Owned of Class(2)
Murray N. Conradie 32,380,795 21.83%
D. Scott Kincer 25,359,200 17.10%
Joey Harmon 2,005,556 1.35%
Jason F. Griffith 622,915 0.42%
___________________________________________________________
ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP:
60,368,466 40.70%
Notes:
(1)Except as otherwise indicated, the persons or entities named in the table
have sole voting and investment power with respect to all the shares of Common
Stock beneficially owned by them, subject to community property laws where
applicable. Except as otherwise indicated, the address of each named executive
officer, director and beneficial owner of more than 5% of the Company's Common
Stock is c/o Nutek Inc. 6330 McLeod Drive, Suite 1, Las Vegas, NV 89120.
(2)The ownership percentages set forth in the table are based on 95,889,245
common shares outstanding, 524,508 shares of Preferred Stock Series A issued
and outstanding and 508,500 shares of Preferred Stock Series B issued and
outstanding as of November 10, 2003. The shares have been considered fully
diluted, for a total amount of 148,325,469 shares used, for purposes of the
ownership percentage calculations. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities where
applicable.
Purpose and Effect of the Proposed Name and Symbol Change
Approve an amendment to the Company's Certificate of Incorporation to change
the name of the Company from Nutek Inc., to Datascension Inc., and approve the
following certificate exchange procedure:
Mandatory Share Exchange
The Corporation requires a mandatory exchange of the old stock certificate,
with the name Nutek, Inc., for a new stock certificate, with the name
Datascension, Inc., with the stipulations that (a) old stock certificates, with
the old company name, will be void, shall not entitle the certificate holder to
any of the rights of a shareholder or the Corporation, and shall be worthless,
non-transferable and non-tradable in any public or private market or exchange
beginning ninety (90) days after the date of the filing of the Certificate of
Amendment of the Articles of Incorporation in the State of Nevada, and shall
have no value except for the right to be exchanged for new stock certificates;
and (b) physical exchange of the old stock certificates must be made
exclusively by and through the Corporation's stock transfer agent in order to
obtain a new stock certificate.
Persons who hold their shares in brokerage accounts or "street name" would not
be required to take any further actions to effect the exchange of their
certificates. Instead, the holder of the certificate will be contacted.
However, the Corporation requires that each new certificate representing shares
of common stock of the Corporation specify and include the name of the
beneficial owner of such shares and be mailed directly to that beneficial
holder.
No new certificates will be issued to a shareholder until the shareholder has
surrendered the shareholder's outstanding certificate(s) together with the
properly completed and executed letter of transmittal to the exchange agent.
Until surrender, each certificate representing shares before the name change
would represent the right to exchange the certificate bearing the name of Nutek
Inc., for a certificate bearing the name of Datascension Inc., only.
Stockholders should not destroy any stock certificate and should not submit any
certificates until instructed to by the Corporation.
On November 7, 2003, the Board of Directors determined to change the name of
the Company to Datascension Inc. and to change the Company's trading symbol to
reflect the name change of the Company. The purpose of the name and proposed
symbol change is to more accurately reflect the Company's business and its
activities after the change.
Approval of the name change requires the affirmative consent of at least a
majority of the outstanding shares of Common Stock of the Company. Shareholders
holding a total of 93,955,262 shares of Common Stock (63.34%) have already
consented to such changes. The shares have been considered fully diluted, for a
total amount of 148,325,469 shares used, for purposes of the ownership
percentage calculations.
Purpose and Effect of the Recapitalization (Reverse Stock Split)
Approve an amendment to the Company's Certificate of Incorporation to effect,
in the discretion of the Board of Directors, a reverse stock split of all of
the outstanding shares of capital stock of the Company at a ratio to be
determined, to be effective at any time prior to 12 months after the date of
stockholder approval, in the discretion of the Board of Directors (if enacted,
the "Recapitalization"), and to apply for a listing on either the NASDAQ or
AMEX stock exchange.
Approve an amendment to the Company's Certificate of Incorporation and By Laws
reducing the number of authorized shares in an amount to be determined by the
Board of Directors at the time of the Recapitalization.
The reverse stock split would become effective upon filing the amendment to the
Company's Certificate of Incorporation with the Nevada Secretary of State.
Reasons for the Reverse Stock Split
The Board of Directors believes that the current per-share price of the common
stock has limited the effective marketability of the common stock because of
the reluctance of many brokerage firms and institutional investors to recommend
lower-priced stocks to their clients or to hold them in their own portfolios.
Further, analysts at many brokerage firms do not monitor the trading activity
or otherwise provide research coverage of lower priced or penny stocks.
Certain policies and practices of the securities industry may tend to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of these policies and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commission on a sale of lower priced stock also may represent a
higher percentage of the sale price than the brokerage commission on a higher
priced issue. Any reduction in brokerage commissions resulting from a reverse
stock split may be offset, however, by increased brokerage commissions required
to be paid by stockholders selling "odd lots" created by the reverse stock
split.
In addition, the Company's common stock is listed for trading on the OTC
Bulletin Board under the symbol "NUTK". On the Record Date the reported closing
price of the common stock on the OTC Bulletin Board was $0.08 per share.
In evaluating the decision of a reverse stock split, the Company's Board of
Directors took into consideration negative factors associated with reverse
stock splits. These factors include the negative perception of reverse stock
spits held by many investors, analysts and other stock market participants, as
well as the fact that the stock price of some companies that have affected
reverse stock splits has subsequently declined back to pre-reverse stock split
levels. The Board of Directors, however, determined that these negative factors
were outweighed by the potential benefits.
Potential Effects of the Reverse Stock Split
The immediate effect of a reverse stock split would be to reduce the number of
shares of common stock outstanding, and to increase the trading price of the
Company's common stock. However, the effect of any reverse stock split upon the
market price of the Company's common stock cannot be predicted, and the history
of reverse stock splits for companies in similar circumstances is varied. The
Company cannot assure you that the trading price of the Company's common stock
after the reverse stock split will rise in exact proportion to the reduction in
the number of shares of the Company's common stock outstanding as a result of
the reverse stock split. Also, as stated above, the Company cannot assure you
that a reverse stock split would lead to a sustained increase in the trading
price of the Company's common stock, or that the trading price would reach any
of the thresholds required by the Nasdaq and Amex markets. The trading price of
the Company's common stock may change due to a variety of other factors,
including the Company's operating results, other factors related to the
Company's business, and general market conditions.
The resulting decrease in the number of shares of the Company's common stock
outstanding could potentially impact the liquidity of the Company's common
stock on the OTC Bulletin Board, especially in the case of larger block trades.
Effects on Ownership by Individual Stockholders
If the Company implements the reverse stock split, the number of shares of
common stock held by each stockholder would be reduced by dividing the number
of shares held immediately before the reverse stock split by the number of
shares used in the exchange ratio, and then rounding up to the nearest whole
share. The reverse stock split would affect the Company's common stock
uniformly and would not affect any stockholder's percentage ownership interests
in the Company or proportionate voting power, except to the extent that whole
shares will be exchanged in lieu of fractional shares.
Effect on Options, Warrants and Other Securities
All outstanding shares of options, warrants, notes, debentures and other
securities entitling their holders to purchase shares of the Company's common
stock would be adjusted as a result of the reverse stock split, as required by
the terms of these securities. In particular, the conversion ratio for each
instrument would be reduced, and the exercise price, if applicable, would be
increased, in accordance with the terms of each instrument and based on the
exchange ratio. Also, the number of shares reserved for issuance under the
Company's existing stock option plans would be reduced proportionally based on
the exchange ratio.
Other Effects on Outstanding Shares
If a reverse stock split were implemented, the rights and preferences of the
outstanding shares of common stock would remain the same after the reverse
stock split. Each share of common stock issued pursuant to the reverse stock
split would be fully paid and non-assessable.
The reverse stock split would result in some stockholders owning "odd-lots" of
less than 100 shares of common stock. Brokerage commissions and other costs of
transactions in odd-lots are generally higher than the costs of transactions in
"round-lots" of even multiples of 100 shares.
The common stock is currently registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended. As a result, the Company is subject to the
periodic reporting and other requirements of the Securities Exchange Act. The
proposed reverse stock split would not affect the registration of the common
stock under the Securities Exchange Act.
Authorized Shares of Common Stock:
The reverse stock split, if implemented, would coincide with the reduction in
the number of authorized shares of the Company's common stock as designated by
the Company's Certificate of Incorporation. Currently, 200,000,000 shares are
authorized. Therefore, because the number of issued and outstanding shares of
common stock would decrease through a reverse split, the number of shares
remaining available for issuance of the Company's common stock would increase.
The reduction in the number of authorized shares of the Company's common stock
would occur to address this issue.
Procedure for Effecting the Reverse Stock Split and Exchange of Stock
Certificates
The Board of Directors may elect whether or not to declare a reverse stock
split at any time prior to 12 months from the date of stockholder approval. The
reverse stock split would be implemented by filing the appropriate amendment to
the Company's Certificate of Incorporation with the Nevada Secretary of State,
and the reverse stock split would become effective on the date of the filing.
As of the effective date of the reverse stock split, each certificate
representing shares of the Company's common stock before the reverse stock
split would be deemed, for all corporate purposes, to evidence ownership of the
reduced number of shares of common stock resulting from the reverse stock
split. All options, warrants, convertible debt instruments and other securities
would also be automatically adjusted on the effective date.
The Company anticipates that its transfer agent will act as the exchange agent
for purposes of implementing the exchange of stock certificates. As soon as
practicable after the effective date, stockholders and holders of securities
convertible into the Company's common stock would be notified of the
effectiveness of the reverse split. Stockholders of record would receive a
letter of transmittal requesting them to surrender their stock certificates for
stock certificates reflecting the adjusted number of shares as a result of the
reverse stock split. Persons who hold their shares in brokerage accounts or
"street name" would not be required to take any further actions to effect the
exchange of their certificates. Instead, the holder of the certificate will be
contacted. However, the Company will require that each new certificate
representing shares of common stock of the Company specify and include the name
of the beneficial owner of such shares.
No new certificates would be issued to a stockholder until the stockholder has
surrendered the stockholder's outstanding certificate(s) together with the
properly completed and executed letter of transmittal to the exchange agent.
Until surrender, each certificate representing shares before the reverse stock
split would continue to be valid and would represent the adjusted number of
shares based on the exchange ratio of the reverse stock split, rounded down to
the nearest whole share. Stockholders should not destroy any stock certificate
and should not submit any certificates until they receive a letter of
transmittal.
Fractional Shares
The Company will not issue fractional shares in connection with any reverse
stock split. Instead, any fractional share resulting from the reverse stock
split would be rounded up to the nearest whole share.
Accounting Consequences
The par value of the Company's common stock would remain unchanged at $0.001
per share after the reverse stock split. Also, the capital account of the
Company would remain unchanged, and the Company does not anticipate that any
other accounting consequences would arise as a result of the reverse stock
split.
Federal Income Tax Consequences
The following is a summary of material federal income tax consequences of the
reverse stock split and does not purport to be complete. It does not discuss
any state, local, foreign or minimum income or other tax consequences. Also, it
does not address the tax consequences to holders that are subject to special
tax rules, including banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. The discussion is based on
the provisions of the United States federal income tax law as of the date
hereof, which is subject to change retroactively as well prospectively. This
summary also assumes that the shares are held as a "capital asset," as defined
in the Internal Revenue Code of 1986, as amended (generally, property held for
investment). The tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of the stockholder. Each stockholder is
urged to consult with the stockholder's own tax advisor with respect to the
consequences of the reverse stock split.
No gain or loss should be recognized by a stockholder upon the stockholder's
exchange of shares pursuant to the reverse stock split. The aggregate tax basis
of the shares received in the reverse stock split would be the same as the
stockholder's aggregate tax basis in the shares exchanged. The stockholder's
holding period for the shares would include the period during which the
stockholder held the pre-split shares surrendered in the reverse stock split.
The Company's beliefs regarding the tax consequence of the reverse stock split
are not binding upon the Internal Revenue Service or the courts, and there can
be no assurance that the Internal Revenue Service or the courts will accept the
positions expressed above. The state and local tax consequences of the reverse
stock split may vary significantly as to each stockholder, depending upon the
state in which he or she resides.
Approve the following individuals as the Board members of the Company, Murray
N. Conradie (Chairman); David S. Kincer; Jason F. Griffith and Joseph Harmon:
Our Board of Directors presently consists of four members. The term of office
of each person elected as a Director will continue until the next annual
meeting of stockholders or until a successor has been duly elected and
qualified or until his or her earlier resignation, removal from office, death
or incapacity.
Murray N. Conradie
--------------------
Mr. Conradie has several years of experience in creating and developing start-
up enterprises. He was educated in South Africa, where from 1983-1985, he
attended the University of Natal in Durban, studying for a B.A., in Business
Law and then from 1985-1988, at the Technikon Natal in Durban, where he studied
Accounting specializing in Auditing.
David S. Kincer
-------------------
Currently Datascension's president, Scott Kincer joined Nutek as COO and
Director in September 2001. Scott Kincer has over twenty years experience in
collecting, storing an analyzing consumer data. He also has fifteen years of
experience managing data collection centers, including six years of experience
in Costa Rica. He co-founded Datascension in 1999 and became COO of Nutek with
the successful acquisition of Datascension in 2001. Mr. Kincer oversees the
operations of Datascension from its main facility in Riverside, California.
Jason F. Griffith
-------------------
Mr. Griffith received his undergraduate degree from Rhodes College in Memphis,
Tennessee in economics and business administration, along with receiving his
Masters in Accounting from their graduate school. Mr. Griffith is a licensed
CPA in both the state of Nevada and Tennessee, and is also a licensed Certified
Management Accountant.
He has previously worked for Arthur Andersen and for Dean Witter. He is a
member of the American Institute of Certified Public Accountants, Association
of Certified Fraud Examiners, The Institute of Management Accountants, along
with being a member of the Nevada and Tennessee State Society of CPAs. Mr.
Griffith heads the entire accounting department for Nutek and its subsidiaries.
Joseph Harmon
-------------------
After attending California State University, Mr. Harmon started his career in
1992 at The Verity Group, a full service market research company in Fullerton,
CA. At the Verity Group, Mr. Harmon worked his way up to Director of Operations
and managed a 300-employee operation. He helped grow the company to a 12
million dollar business and was a key player in the acquisition to The Polk
Company in 1997. He then went to Diagnostic Research where he managed Telephone
Research. In 1998 The Polk Company brought Mr. Harmon back in as a Sales
Manager to help increase sales in the Market Research division. After Polk, Mr.
Harmon helped start Datascension and became Vice President of Client Services.
Authorize the Board of Directors to implement a performance based Stock Option
Plan:
The Company currently has no current Stock Option Plan and no stock options
have been granted to Directors or Officers in the fiscal year ended December
31, 2003. This will allow the Board to create a performance based Stock Option
Plan in which a large part of the executive officer salaries is based on the
performance of the company, with specific milestones needing to be reached, for
items such as revenue and net income as compared to prior periods and our
industry competitors.
Authorize the Board of Directors to implement new Employment Agreements for the
officers of the company:
Coinciding with the name change and focus of the company being more defined,
the Board will create new employment agreements to better reflect this
responsibility and the required tasks. It is believed the performance bonus /
option package will serve to compliment the new employment agreements to be
beneficial to both shareholders and respective executive officers.
Ratify all actions of the Company, its Officers and Directors since the last
shareholders' meeting:
No Director participated in fewer than 75% of the total number of meetings of
the full Board of Directors or the total number of meetings of committees on
which such director served. The Board currently meets on an as needed basis to
discuss matters related to the Company or when one Board member wishes to
convene the rest of the Board to discuss an idea or issue that needs to be
addressed.
Ratify the Company's retainer of the firm of Gary V. Campbell, CPA, Ltd, as the
independent auditor for the Company:
Our Board of Director's has recommended the appointment of Gary V. Campbell,
CPA, Ltd. as our independent auditor for the fiscal year ending December 31,
2003. Acting on that recommendation, the Board of Directors authorized our CFO
to engage Gary V. Campbell, CPA, Ltd. as the Company's auditors for the fiscal
year ending December 31, 2003. Gary V. Campbell, CPA, Ltd. served as our
independent auditor for the fiscal year ended December 31, 2002 and provided
services to us with respect to that fiscal year that included, but were not
limited to, consultations on various tax and information services matters.
The charter amendments will become effective upon its filing with the Secretary
of State of Nevada.
No Dissenter's Rights
Under Nevada law, the Company's dissenting shareholders are not entitled
to appraisal rights, and the Company will not independently provide our
shareholders with any such right.
Conclusion
As a matter of regulatory compliance, the Company is sending you this
information Statement which describes the purpose and effect of the actions set
forth herein. As the requisite stockholder vote for the actions set forth
herein, including any amendment to the Company's Articles of Incorporation as
described in this Information Statement was obtained upon the delivery of the
written consent of a majority of the shareholders, WE ARE NOT ASKING FOR A
PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This Information
Statement is intended to provide the Company's stockholders information
required by the rules and regulations of the Securities and Exchange Act of
1934.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by this
undersigned hereunto duly authorized.
NUTEK, INC.
Date:
12/24/03
By: /s/ Murray N. Conradie
-------------------------------------
Murray N. Conradie
President / CEO