SCHEDULE 14C INFORMATION
Information Statement Pursuant to
Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
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(2))
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WESTERN TRANSITIONS, INC.
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(Name of Registrant as Specified in Its Charter)
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WESTERN TRANSITIONS, INC.
2140 West Charleston Boulevard
Suite B
Las Vegas, NV 89102
INFORMATION STATEMENT
Pursuant to
Section 14(f) of the
Securities Exchange Act of 1934 and
SEC Rule 14f-1
INTRODUCTION
This Statement is being mailed on or about December 23, 2005 to holders of
record on November 10, 2005 of the holders of the shares of Common Stock, par
value $.001 per share (the "Common Stock") of Western Transitions, Inc., a
Nevada corporation (the "Company"), in connection with the change of the
Company's directors to be effected on or after December 22, 2005 following the
closing of the transaction discussed below.
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of a Share Exchange Agreement (the "Agreement")
between the Company and Gotaplay Interactive, Inc., a Nevada corporation
("GII"), the Company has acquired all of GII's issued and outstanding shares of
common stock from the GII shareholders in exchange for 17,020,000 "restricted"
shares of the Company's Common Stock issued to the GII shareholders, pursuant to
a voluntary share exchange agreement between the Company and GII and its
shareholders. As a result, GII will become a wholly-owned subsidiary of the
Company. This transaction (the "Transaction") has been effected by authority of
the board of directors of the Company; no approval of the Transaction by the
Company's shareholders has been or will be sought by the board of directors. As
a result of the Transaction, voting control of the Company will change and the
Company's current officer and director will resign and will be replaced by
Directors and Officers selected by GII's management (see "Directors and
Executive Officers"). In addition, pursuant to the affirmative vote of the
holders of a majority of the Company's issued and outstanding common stock, the
Company's Articles of Incorporation will be amended to reflect a change in the
name of the Company to "Gotaplay Interactive, Inc."
GII is engaged in the business of on-line rental of video games for X-Box,
Sony Playstation, Nintendo and several portable game consoles. GII has made two
strategic acquisitions of game rental companies over the last year and has
successfully integrated those operations. It has operated as a private company
for the last year and has focused its attention on building out multiple
distribution centers, as well as the development of its proprietary Game
Distribution System ("GDS"). GDS is a software system
1
that links all distribution centers and operates the back office processes
online for GII's national operations.
As of the date of this Information Statement, there are 13,537,627 shares
of the Company's Common Stock issued and outstanding.
REASON FOR INFORMATION STATEMENT
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders and the holders of a majority of the Company's issued
and outstanding common stock have taken action to amend the name of the Company,
the Company is required pursuant to Rule 14f-1 promulgated under the Securities
Exchange Act of 1934 to provide its stockholders and the Securities and Exchange
Commission (the "Commission") with certain information not less than ten days
prior to the date on which the change will take place, or such other time period
as may be established by the Commission. This Information Statement is being
filed with the Commission and sent to stockholders in compliance with that Rule.
INFORMATION RELATING TO THE COMPANY'S SECURITIES
There are 13,537,627 shares of the Company's Common Stock issued and
outstanding. Each share entitles the record holder to one vote on all matters
that are presented to stockholders for their consideration. The Common Stock is
the only issued and outstanding stock of the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of the date of this report certain
information with respect to those persons known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, with respect
to each Director, and with respect to all Directors and Officers as a group. All
ownership is direct unless otherwise noted. Percentage ownership is based on the
13,537,627 shares outstanding.
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership Of Class
- -------------- ------------------- -------------------- --------
Common THI Inc, LLC 4,000,000 29.5%
2140 West Charleston Blvd., Suite B
Las Vegas, NV 89102
Common Prominence Capital Corporation Suite 1101 2,000,000 14.8%
44 Victoria Street
Toronto, Ontario M5C 1Y2 Canada
2
Common Cambridge Mercantile Holdings S.A. 2,000,000 14.8%
Continental Trust Corporation Ltd.
Century House
16 Pur-la-Ville Road
Hamilton HM HX, Bermuda
Common The Derek Corporation 2,000,000 14.8%
Suite 1440
The Exchange Tower
130 King Street West
Toronto, Ontario M5X 1E3 Canada
Common DGM Bank & Trust Inc. 800,000 5.9%
Chancery House
High Street
Bridgetown, Barbados, West Indies
Common All Officers and Directors as a Group (1 75,000 (1) *
person)
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* Less than 1%
<FN>
(1) Includes 25,000 warrants, exercisable to purchase one share of the Company's
common stock.
</FN>
DIRECTORS AND EXECUTIVE OFFICERS
The sole Director and Officer of the Company as of the date of this report
are as follows:
Name Age Position
---- --- --------
Alex Zukovs 50 President, Secretary, Treasurer and
director
RESUME
Alex Zukovs is currently our president, Secretary, Treasurer and our sole
director. He was appointed to his positions with our Company in October 2005. In
addition to his positions with our Company, since March 1993 Mr. Zukovs has been
President of Cazgeld Capital Corporation, Toronto, Ontario, Canada, a privately
held financial consulting firm providing services to both private and public
companies. He devotes approximately 80% of his time to the business of the
Company.
On the closing of the Transaction, the Company's current officers and
directors will resign and will be replaced, without stockholder action, by the
following officers and directors, and continue to retain their positions with
GII.
3
Name Age Future Position
---- --- ---------------
John P. Gorst 37 Chief Executive Officer, Chairman
of the Board
M. Carroll Benton 61 Chief Financial and Administrative
Officer, Secretary, Treasurer and
Director
Asra Rasheed 32 Chief Operating Officer, President
Mark H. Levin 33 Director
RESUMES OF NEW MANAGEMENT
John P. Gorst is the Co-Founder, Chairman of the Board, and Chief Executive
Officer of GII, positions he will assume with the Company upon closing of the
Transaction. Mr. Gorst has directed all development and business efforts for GII
since inception. Mr. Gorst has over 15 years experience in founding
entrepreneurial technology ventures, specifically in the development of software
and data services for business. His experience includes serving as chief
executive officer and board chairman of Insynq, Inc. an application service
provider, from August 1998 to present, vice president & general manager for a
computer integration company, Interactive Information Systems Corp., from July
1996 to August 1998, and a training/IS consulting business in conjunction with
Nynex Business Centers of New York. Upon closing of the Transaction, Mr. Gorst's
primary responsibility shall be co-chairman of the board and chief executive
officer. Mr. Gorst will be directing the Company's strategy, and positioning the
Company in the business marketplace by forging strategic business alliances and
mergers and acquisitions. Mr. Gorst will also serve as company and technology
evangelist at tradeshows, press conferences and industry analyst meetings in
order to increase awareness for the Company's brand. Mr. Gorst graduated top of
his class as an Electronic Design Engineer from one of the top trade schools in
Arizona. Mr. Gorst was also awarded a medal of honor for business leadership in
2001 and 2005 from the National Republican Congress. He intends to devote
substantially all of his business time to the Company.
M. Carroll Benton is the Co-Founder, Secretary/Treasurer, Chief Financial
Officer, Chief Administrative Officer, and Director of GII, positions she shall
assume upon closing of the Transaction. Ms. Benton has directed and managed the
fiscal responsibilities of GII since inception. Ms. Benton's early career
spanned both the public and private sectors working largely with the banking
systems and higher education institutions where she assisted in the development
and deployment strategies necessary for computerization of these and other
entities. Ms. Benton has successfully managed a 13 state insurance brokerage
firm and has been a consultant to the small to medium business markets via
accounting system design, implementation, support, and business practice
analysis. She also taught undergraduate accounting courses at several Puget
Sound colleges and universities. With an in-depth understanding of GII's
finances, accounting infrastructure and compliance issues, Ms. Benton oversees
the current financial operations and administrative. From December 1995 through
December 1999, Ms. Benton was president of a computer integration company,
Interactive Information Systems, Corp. Her public sector experience includes
serving as chief administrative officer, secretary, treasurer, interim chief
financial officer and director for Insynq, Inc., a Pacific Northwest application
service provider, from August 1998 to present. Formerly with a local CPA firm,
Ms. Benton brings over 37 years of financial expertise to the business. She
intends to devote substantially all of her business time to the Company.
4
Asra Rasheed is the COO and President of GII, positions she will assume
with the Company upon closing of the Transaction. She is the founder of Next
Rental, Inc. An entrepreneur at heart, Ms. Rasheed has started and sold several
successful businesses in the multi media space in last 8 years. Prior to
starting NextRental.com, she was Director of Multi Media at Koyo Graphics where
she managed large web development projects for clients like Warner Brothers,
Sanyo, Sony, etc. She also managed the development of online DVD rental and
sales website for the largest distributor of Bollywood industry. Asra was also
Vice President of Business Development for a $30 Million dollar company,
Luminex. Asra has a Bachelors of Science from Cal State University, Fullerton.
She intends to devote substantially all of her business time to the Company.
Mark H. Levin is a Co- Founder and Director, of GII, positions he will
assume with the Company upon closing of the Transaction. For the past 7 years
Mr. Levin has been the CEO of Eyecity.com, Inc an internet eye care company
providing, sunglasses and prescription glasses to the general public. Mr. Levin
also consults with public and private companies regarding mergers and
acquisitions, financing, shareholder relations, and strategic alliances. Mr.
Levin received an MBA degree in 1997 in marketing and BBA in management in 1994,
each from Hofstra University. Mr. Levin will devote only such time as necessary
to the business of the Company, principally in regard to fund raising and
shareholder relations.
COMPENSATION
The current officer and director of the Company has been paid a bonus of
$50,000 for his services, which was paid in the form of 50,000 Units, each Unit
consisting of one (1) shares of the Company's common stock and one-half common
stock purchase warrant, each warrant exercisable to purchase one share of the
Company's common stock at an exercise price of $1.50 for a one year period. He
has not received any other compensation by the Company.
During GII's most recent fiscal year, Mr. Gorst was paid $22,000 by GII in
salary or other compensation. No other officer of GII was paid in excess of
$100,000 in the last fiscal year. Compensation to be paid the officers of the
Company for 2006 and thereafter will be determined by the board of directors of
the Company.
GII may award stock options to key employees, members of management,
directors and consultants under stock option programs as bonuses based on
performance. However, as of the date of this Information Statement, no such
plans have been adopted by the Company or GII. RELATED PARTY TRANSACTIONS
In June 2005, GII and Insynq, Inc., a public reporting company, entered
into a five year agreement whereby Insynq was awarded an application management
services agreement in exchange for supplying business technology, IT management
and communications infrastructure. Mr. Gorst was Chief Executive Officer of
Insynq at that time.
As of the date hereof, no other related party transactions exist between
GII and its present directors, officers, 5% or greater shareholders or any
affiliate thereof, either individually or through ownership of a controlling
interest in any company or other entity, and no related party transactions are
planned as between such persons and the Company.
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STANDING AUDIT, NOMINATING AND COMPENSATION COMMITTEES
The Company does not have an audit, nominating or compensation committee.
INFORMATION RELATING TO BOARD OF DIRECTORS MEETINGS.
The Company presently has one director. He has taken two separate actions
since assuming his position, each undertaken by written consent pursuant to the
laws of the State of Nevada.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no forms were
required for those persons, the Company believes that all filing requirements
applicable to officers, directors and greater than 10% beneficial owners were
complied with, but were filed late.
Dated: December 23, 2005.
WESTERN TRANSITIONS, INC.
s/ Alex Zukovs
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Alex Zukovs, President