SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240-11(c) or ss.240.14a-12
Epic Capital Group, Inc.
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(Name of Registrant as Specified in Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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EPIC CAPITAL GROUP, INC.
21 Waterway, Suite 300
The Woodlands, TX 77380
(281) 362-2730
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD NOVEMBER __, 2006
Notice is hereby given that a special meeting of the shareholders of Epic
Capital Group, Inc. (the "Company") will be held at, 21 Waterway, Suite 300, The
Woodlands, TX, 77380, on November __, 2006, at 9:00 A.M., for the following
purpose:
o To approve a proposal to change the Company's name to Epic Energy
Resources, Inc.
o To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on November 1, 2006
as the record date for the determination of shareholders entitled to notice of
and to vote at such meeting. As of November 1, 2006, the Company had 49,260,000
outstanding shares of common stock. Shareholders are entitled to one vote for
each share of common stock owned as of the record date.
EPIC CAPITAL GROUP, INC.
November __, 2006
Rex Doyle, Chief Executive Officer
EPIC CAPITAL GROUP, INC.
21 Waterway, Suite 300
The Woodlands, TX 77380
(281) 362-2730
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the special meeting of shareholders to be held on November
__, 2006, and at any and all adjournments of such meeting. If the proxy is
executed and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the special meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about November __, 2006.
Only the holders of the Company's common stock are entitled to vote at the
meeting. Each share of common stock is entitled to one vote. Votes may be cast
either in person or by proxy. A quorum consisting of one-third of the shares
entitled to vote is required for the meeting. The affirmative vote of the
holders of a majority of the outstanding shares entitled to vote is required to
approve the proposals listed in the Notice of Special Meeting of Shareholders.
The approval of the holders of a majority of shares present at the meeting, in
person or by proxy, is required to approve any other proposal to come before the
meeting. As of November 1, 2006 the Company had 49,260,000 outstanding shares of
common stock.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the special
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Brokerage firms will not have discretionary authority to vote these
"street-name" shares with respect to the proposal to sell the Company's
subsidiary. Abstentions and broker non-votes will have the same effect as votes
against the approval of any matter to be voted upon at the meeting.
PRINCIPAL SHAREHOLDERS
The following table shows the number of outstanding shares of the Company's
capital stock beneficially owned by the Company's officers and directors and
those shareholders owning more than 5% of the Company's capital stock as of
November 1, 2006.
Shares of
Name and Address Common Stock (1) Percent of Class
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Rex Doyle 20,000,000 40.6%
30 Fernglen
The Woodlands, TX 77380
John Ippolito 20,000,000 40.6%
9007 Deerwick Ct.
Tomball, TX 77375
David Reynolds 2,000,000 4.06%
4311 Candlewood Park
Katy, TX 77494
Mark W. Moniak 4,000,000 8.12%
1240 India Street, #1907
San Diego, CA 92101
All Executive Officers
and Directors as a group (3 persons) 42,000,000 85.26%
PROPOSAL TO CHANGE THE COMPANY'S NAME
The Company plans to become actively involved in the oil and gas business.
Accordingly, the Company's directors recommend that the Company's shareholders
approve an amendment to the Company's Articles of Incorporation to change the
name of the Company to Epic Energy Resources, Inc.
TEXT OF PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
Article I is amended to read as follows:
The name of the Corporation is Epic Energy Resources, Inc.
AVAILABILITY OF FILINGS MADE WITH
SECURITIES AND EXCHANGE COMMISSION
The Company's Annual Report on Form 10-KSB for the year ended December 31,
2005 will be sent to any shareholder of the Company upon request. Requests for a
copy of these reports should be addressed to the Secretary of the Company at the
address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the annual meeting of shareholders to be held after
the Company's fiscal year ending December 31, 2006 must be received by the
Secretary of the Company not later than March 31, 2007.
EPIC CAPITAL GROUP, INC.
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the
Notice of the Special Meeting of Stockholders, to be held November __, 2006,
9:00 a.m. local time, at 21 Waterway, Suite 300, The Woodlands, TX, 77380, and
hereby appoints Rex Doyle with the power of substitution, as Attorney and Proxy
to vote all the shares of the undersigned at said Special Meeting of
Stockholders and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxy may do or cause to be done by virtue hereof.
The above named Attorney and Proxy is instructed to vote all of the
undersigned's shares as follows:
(1) To approve the change of the Company's name to Epic Energy Resources,
Inc.
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/ / FOR / / AGAINST / / ABSTAIN
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To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE
VOTED IN FAVOR OF ITEM 1.
Dated this day of , 2006.
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(Signature)
Please sign your name exactly as it appears on your
stock certificate. If shares are held jointly, each
holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
Return this Proxy to:
Epic Capital Group, Inc.
21 Waterway, Suite 300
The Woodlands, TX 77380