SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(Rule 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d) (1))
[X] Definitive Information Statement
BAYMONT CORPORATION
(Name of Registrant as Specified In Its Charter)
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BAYMONT CORPORATION
200-4170 Still Creek Drive
Burnaby, British Columbia, Canada V5C 6C6
March 10, 2004
Dear Stockholder:
This Information Statement is furnished to holders of shares of common
stock, par value $.001 per share (the "Common Stock"), of Baymont Corporation
(the "Company"). The purpose of this Information Statement is to notify the
stockholders that on February 24, 2004, the Company received written consent
(the "Written Consent") from certain principal stockholders of the Company
(identified in the section entitled "Voting Securities and Principal Holders
Thereof") holding 6,000,000 shares of Common Stock, representing approximately
66.77% of the total issued and outstanding Common Stock, adopting a resolution
to amend the Company's Articles of Incorporation to change the name of the
Company to "American Goldfields Inc."
The enclosed Information Statement is being furnished to you to inform
you that the foregoing action has been approved by the holders of a majority of
the outstanding shares of Common Stock. The Board is not soliciting your proxy
in connection with the adoption of these resolutions and proxies are not
requested from stockholders. The resolutions will not become effective before
the date which is 20 days after this Information Statement was first mailed to
stockholders. You are urged to read the Information Statement in its entirety
for a description of the action taken by the majority stockholders of the
Company.
This Information Statement is being mailed on or about March 10, 2004
to stockholders of record on March 1, 2004 (the "Record Date").
/s/ Donald Neal
Chief Executive Officer, Chief Financial
Officer, Treasurer and Secretary
BAYMONT CORPORATION
200-4170 Still Creek Drive
Burnaby, British Columbia, Canada V5C 6C6
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INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
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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
---------------------------------------------------------------
We are sending you this Information Statement to inform you of the
adoption of a resolution on February 24, 2004 by consent (the "Written Consent")
from the Board of Directors (the "Board") and certain principal stockholders of
the Company (identified in the section entitled "Voting Securities and Principal
Holders Thereof") holding 6,000,000 shares of Common Stock, representing
approximately 66.77% of the total issued and outstanding Common Stock adopting a
resolution to amend the Company's Articles of Incorporation to change the name
of the Company to "American Goldfields Inc."
The adoption of the foregoing resolutions will become effective 21
calendar days after the mailing of this Information Statement. The Board of
Directors is not soliciting your proxy in connection with the adoption of these
resolutions and proxies are not requested from stockholders.
The Company is distributing this Information Statement to its
stockholders in full satisfaction of any notice requirements it may have under
the Nevada Revised Statutes. No additional action will be undertaken by the
Company with respect to the receipt of written consents, and no dissenters'
rights with respect to the receipt of the written consents, and no dissenters'
rights under the Nevada Revised Statutes are afforded to the Company's
stockholders as a result of the adoption of these resolutions.
Expenses in connection with the distribution of this Information
Statement, which are anticipated to be less than $2,000, will be paid by the
Company.
GENERAL
The Company's current Articles of Incorporation, as amended by the
Certificate of Change filed with the Secretary of State of the State of Nevada
on March 3, 2004, provides for an authorized capitalization consisting of
600,000,000 shares of common stock, $.001 par value per share, and 100,000,000
shares of preferred stock, $.001 par value per share. As of February 23, 2004,
there were approximately 8,985,713 shares of Common Stock outstanding.
Subsequent to the March 3, 2004 1:6 forward stock split, there were 53,914,278
shares of Common Stock outstanding.
The Board authorized a change to the Company's Articles of
Incorporation to reflect the new name of the Company. Given the recent
resignation of Mr. Alfredo De Lucrezia as the Company's sole officer and
director, the appointment of Mr. Donald Neal and Mr. Gregory Crowe as directors
and Mr. Neal as the sole officer, and the sale of the controlling shares in the
Company from Mr. De Lucrezia to Messrs. Neal and Crowe, the Board and the
majority stockholders felt that the Company should change its name as well.
The change to the name "American Goldfields Inc." has been approved by
the Board and the stockholders holding more than approximately 66.77% of the
outstanding shares. The Board reserves the right, notwithstanding stockholder
approval and without further action on the part of the stockholders, not to
proceed with the filing of the amendment to the Articles of Incorporation with
the Secretary of State of the State of Nevada if, at any time prior to such
filing, the Board, in its sole discretion, determines that the terms of the
amendment to the Articles of Incorporation are no longer in the best interests
of the Company and its stockholders.
VOTE REQUIRED; MANNER OF APPROVAL
Approval to amend the current Articles of Incorporation of the Company
under the Nevada Revised Statutes ("NRS") requires the affirmative vote of the
holders of a majority of the voting power of the Company. The Company has no
class of voting stock outstanding other than the Common Stock.
Section 78.320 of the NRS provides in substance that, unless the
Company's Articles of Incorporation provides otherwise, stockholders may take
action without a meeting of stockholders and without prior notice if a consent
or consents in writing, setting forth the action so taken, is signed by the
holders of outstanding voting stock holding not less than the minimum number of
votes that would be necessary to approve such action at a stockholders meeting.
Under the applicable provisions of the NRS, 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.
In accordance with the NRS, the affirmative vote to the amendment to
the Articles of Incorporation of at least a majority of the outstanding shares
has been obtained. As a result, no vote or proxy is required by the stockholders
to approve the adoption of the amendment.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934,
as amended (the "Act"), the Restated Articles of Incorporation cannot take
effect until 20 days after this Information Statement is sent to the Company's
stockholders. As mentioned earlier, the Restated Articles will become effective
upon its filing with the Secretary of State of the State of Nevada which is
anticipated to be on or about March 30, 2004, 20 days after the mailing of this
Information Statement.
PURPOSES AND EFFECT OF THE NAME CHANGE
The current name of the Company does not indicate that the Company is
involved in the gold and other natural resource and exploration business.
Accordingly, the Board determined to change the name of the company from
"Baymont Corporation" to "American Goldfields Inc." to more accurately reflect
the business of the Company. Furthermore, given all the recent events which have
occurred - the resignation of Mr. Alfredo De Lucrezia as the Company's sole
officer and director, the appointment of Mr. Donald Neal and Mr. Gregory Crowe
as directors and Mr. Neal as the sole officer, and the sale of the controlling
shares in the Company from Mr. De Lucrezia to Messrs. Neal and Crowe, the Board
and the majority stockholders felt that the Company should change its name as
well.
The amendment to the Articles of Incorporation changing the name of the
Company has no effect on the stockholders of the Company.
The Company anticipates engaging in the acquisition, exploration, and
if warranted and feasible, development of natural resource properties. Natural
resource exploration and development requires significant capital and the assets
and resources of the Company are extremely limited. Therefore, the Company hopes
to participate in the natural resource industry by obtaining small interests in
either producing properties or natural resource exploration and development
projects. To date the Company has not commenced any operations.
Forward Split
On March 3, 2004, the Company filed a Certificate to Change Par Value
or Number of Authorized Shares of Stock with the Secretary of State of the State
of Nevada. Such filing, which was approved by the Board on February 23, 2004,
has the effect of forward splitting all the authorized and outstanding shares of
the Company at a rate of one to six. Pursuant to NRS 78.207, such split can be
taken by the Board without stockholder approval.
When the split is effectuated, the number of issued and outstanding
shares of the Company shall increase from 8,985,713 to 53,914,278 shares and the
authorized shares of common stock shall increase from 100 million to 600
million.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table lists, as of February 23, 2004, the number of
shares of common stock beneficially owned by (i) each person or entity known to
the Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of the Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal stockholders 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.
The percentages below are calculated based on 8,985,713 shares of
Common Stock issued and outstanding. There are no options, warrants or other
securities convertible into shares of common stock.
Officers, Directors,
5% Shareholder No. of Shares Beneficial Ownership %
----------------- ------------- ----------------------
Donald Neal 3,000,000 (1) 33.39%
6231 Gibbons Drive, Richmond,
B.C., Canada, V7C 2C9
Gregory Crowe 3,000,000 (1) 33.39%
1679 Eaglecliff Road, Bowen
Island, B.C., Canada, V0N 1G0
All directors and executive
officers as a group (2 persons)
6,000,000 66.77%
(1) Each of Donald Neal and Gregory Crowe purchased 3,000,000 shares
from Alfredo De Lucrezia, the Company's former officer and director.
The persons or entities named in this table, based upon the information they
have provided to us, have sole voting and investment power with respect to all
shares of common stock beneficially owned by them.
The foregoing does not take into account the 1:6 forward reverse split
effectuated by the Company by the filing of a Certificate of Change with the
Secretary of State of the State of Nevada on March 3, 2004.
CHANGE IN CONTROL
Alfredo De Lucrezia had legal and beneficial ownership of 6,000,000
shares of Common Stock, or 66.77% of the issued and outstanding share capital of
the Company. Pursuant to the Purchase and Sale Agreement dated as of February
10, 2004, among Gregory Crowe, Donald Neal and Alfredo De Lucrezia, Mr. Lucrezia
sold 3,000,000 shares to each of Messrs. Crowe and Neal. The per share purchase
price was $0.035 per share, or an aggregate of $105,000 paid by each of Messrs.
Crowe and Neal.
Messrs. Neal and Crowe are party to a Shareholders' Agreement dated as
of February 10, 2004. The agreement provides that for so long as the person
holds any of the 3,000,000 shares which he received from Alfredo De Lucrezia,
the directors shall vote such shares to maintain two persons on our board, or
such number as the shareholders agree. Upon any vote to appoint representatives
to the Board, each shareholder agreed that he shall vote his shares for the
other shareholder. If one of the shareholders is no longer a shareholder, or if
the Board or our shareholders decided to remove one of the Board members, or the
shareholder no longer holds any of the 3,000,000 shares which he received from
Mr. Lucrezia, then the other shareholder agreed to vote his shares to either
maintain the number of Board members as one or to nominate a second Board
member. The agreement also provides that for all other matters in which shares
are voted, the two shareholders shall vote their 3,000,000 shares together as
determined by the unanimous decision of the shareholders.
Each of the shareholders also agreed that he will not, directly or
indirectly, sell, pledge, gift or in any other way dispose of any of the
3,000,000 shares which he received from Mr. Lucrezia. This transfer restriction
shall apply to such shares in all situations during all times that such
individual holds any of the 3,000,000 shares.
Other than as described above, there is no agreement or arrangement
between Mr. Crowe and Mr. Neal with respect to the 6,000,000 shares held by said
persons.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Alfredo De Lucrezia acquired 6,000,000 shares of Common Stock at an
aggregate purchase price of $6,000 on December 21, 2001. On February 10, 2004,
Mr. Lucrezia sold 3,000,000 shares of Common Stock to each of Donald Neal and
Gregory Crowe, the current directors of the Company. The purchase price for each
share of Common Stock was $0.035. Mr. Lucrezia no longer holds any shares of
capital stock or other equity in the Company.
None of the following parties has, since our date of incorporation, 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 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 person has any interest, direct or indirect, by security holdings or
otherwise, in the amendment to the Articles 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 RESTATED ARTICLES, PLEASE CONTACT:
Donald Neal
Baymont Corporation
200-4170 Still Creek Drive
Burnaby, British Columbia, Canada V5C 6C6
604-299-6600
EXHIBITS
ANNEX I Amendment to Articles of Incorporation
Certificate of Amendment
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: Baymont Corporation.
2. The articles have been amended as follows (provide article numbers, if
available):
Article 1 shall be deleted in its entirety and replaced with the
following:
The name of the Corporation is: AMERICAN GOLDFIELDS INC.
3. 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 the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 66.77%.
4. Effective date of filing (optional):
5. Officer signature (required):