UNITED STATES
SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
ARMOR ENTERPRISES INC.
(Name of Registrant As Specified in Its Charter)
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[X] No fee required
[ ] Fee computed on table below as per Exchange Act Rules 14c-5(g) 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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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ARMOR ENTERPRISES INC.
201 Lomas Santa Fe, Suite #420,
Solana Beach, CA 92075
Tel. (858) 720-0123
Pursuant to the requirements of Section 14(c) of the Securities and Exchange Act
of 1934, as amended and provisions of the Florida Business Corporation Act, this
information statement (the "Information Statement") and Notice of Action Taken
Without a Meeting of Stockholders is being furnished by the Board of Directors
of Armor Enterprises Inc. ("Armor" or the "Company") to Armor's stockholders of
record on May 11, 2004 to provide information with respect to an action taken by
written consent of the holder of a majority of the outstanding shares of Armor
common stock.
No meeting of stockholders will be held, nor is one being called. The matters to
be acted upon by the Consent are set forth as follows:
1. To vote upon a proposal to amend the Company's Certificate of
Incorporation to change the name of the Company to "Armor Electric
Inc."
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
RECORD DATE AND VOTING
The Board of Directors has fixed the close of business on May 13, 2004 as the
record date for the determination of stockholders entitled to receive notice of
the proposals described above. On that date there were 13,717,333 shares of the
Company's Common Stock, par value $.001 per share ("Common Stock"), issued and
outstanding. The proposals to be acted upon as described above each require the
affirmative vote of a majority of the outstanding shares of Common Stock of the
Company entitled to vote thereon. Each share of Common Stock is entitled to one
vote on each of the proposals. The Company anticipates providing this
Information Statement to its stockholders on or about May 17, 2004.
The Company has been advised that its officers, directors and certain major
stockholders, who currently exercise voting power over an aggregate of
approximately 8,662,333 shares, or approximately 63% of the Company's
outstanding Common Stock, intend to vote in favor of the proposal. Accordingly,
the Company anticipates that the proposed amendment to the Company's Certificate
of Incorporation will be authorized by written consent (the "Consent") without a
meeting in accordance with the Florida Business Corporation Act (see "Voting
Securities and Principal Holders Thereof"). The Company will notify its
stockholders by filing a Report on Form 8-K with the Securities and Exchange
Commission when the proposals become effective.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of May 13, 2004, certain information
concerning beneficial ownership of the Company's Common Stock by (i) each person
known to the Company to own 5% or more of the Company's Common Stock, (ii) each
director of the Company and (iii) all directors and officers of the Company as a
group. Unless otherwise indicated in the footnotes following the table, the
persons as to whom the information is given have sole voting and investment
power over the shares shown as beneficially owned, subject to community property
laws where applicable.
The following table sets forth, as of the date hereof, the names, addresses,
amount and nature of beneficial ownership and percent of such ownership of each
person known to our Company to be the beneficial owner of more than five percent
(5%) of our Company's Common Stock:
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
- ------------------- ------------------- -----
Peter Braun 1,067,333 7.8%
Secretary, Treasurer
and sole Director
11789 - 79A Avenue
Delta, BC V4C 1V7
Della Breland 1,085,000 7.9%
Box 154
Anola, Manitoba R0E 0A0
Ray Breland 1,085,000 7.9%
Box 154
Anola, Manitoba R0E 0A0
Christine Dunn 1,085,000 7.9%
Box 8
St. Anne's, Manitoba R5H 1R2
Shelly Dunn 1,085,000 7.9%
9692 150-1st Street
Surrey, BC V3R 8W7
Vern Dunn 1,085,000 7.9%
Box 8
St. Anne's, Manitoba R5H 1R2
Karin Braun 1,085,000 7.9%
#3, 6300 Cottonwood Street
Delta, BC V4E 3M4
Thomas Braun 1,085,000 7.9%
Suite 702, 777 Hornby Street
Vancouver, BC V6Z 1S2
The following table sets forth, as of the date hereof, the names, addresses,
amount and nature of beneficial ownership and percent of such ownership of the
Company's Common Stock of each of the officers and directors of the Company, and
the officers and directors of the Company as a group:
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
- ------------------- ------------------- -----
Merrill Moses 0 0.0%
President
Peter Braun 1,067,333 7.8%
Secretary, Treasurer
and sole Director
11789 - 79A Avenue
Delta, BC V4C 1V7
All Officers and Directors
as a Group (2 people) 1,067,333 7.8%
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the last two years, no director or executive officer of the Company, any
nominee to election as a director, or any person known to the Company to own of
record or beneficially more than 5% of the Company's Common Stock or any member
of the immediate family of any of the foregoing persons had, or will have, any
direct or material interest in any transaction or series of similar transactions
to which the Company or any of its subsidiaries, was or is to be a party, in
which the amount involved exceeds $60,000.
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE THE
NAME OF THE COMPANY
The Board of Directors has unanimously approved and adopted a resolution
amending Article 1 of the Company's Certificate of Incorporation to change the
name of the Company to "Armor Electric Inc." (the "Name Change Amendment").
Effect of the Change of Name
- ----------------------------
The change of the corporate name will not in any way affect the validity or
transferability of stock certificates currently outstanding, the capital
structure of the Company, the rights or obligations of the Company with respect
to its existing contractual obligations, nor will it impact third parties'
obligations with respect to the Company.
Upon adoption of this proposal pursuant to the Consent, the Board of Directors
will authorize the officers of the Company to file such amendment with the
Florida Secretary of State. In addition, notification of the name change will be
filed with the Securities and Exchange Commission.
Vote Required for Approval
- --------------------------
The Board of Directors believes that it is in the best interests of the Company
and its stockholders to amend the Company's Certificate of Incorporation to
change the Company's name to "Armor Electric Inc." and has directed that the
Name Change Amendment be submitted for stockholder approval. The affirmative
vote of a majority of the outstanding shares of Common Stock entitled to vote on
this proposal will be required for approval of the proposal to change the name
of the Company. It is expected that this proposal will be authorized by the
Consent.
FORWARD-LOOKING STATEMENTS
This Information Statement contains "forward-looking statements," which
represent Armor's expectations or beliefs, including, but not limited to,
statements concerning industry performance and Armor's results, operations,
performance, financial condition, plans, growth and strategies, which include,
without limitation, statements preceded or followed by or that include the words
"may," "will," "expect," "anticipate," "intend," "could," "estimate," or
"continue" or the negative or other variations thereof or comparable
terminology.
Any statements contained in this Information Statement that are not statements
of historical fact may be deemed to be forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, some of
which are beyond Armor's control, and actual results may differ materially
depending on a variety of important factors, many of which are also beyond
Armor's control. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this Information Statement. PGI
does not undertake any obligation to update or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this information statement or to reflect the occurrence of unanticipated events,
except to the extent such updates and/or revisions are required to prevent these
forward-looking statements from being materially false or misleading.
WHERE YOU CAN FIND MORE INFORMATION
Armor is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, pursuant to which Armor files reports and other
information with the SEC. These reports and other information may be inspected
and copied at public reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be
obtained at prescribed rates from the Public Reference Section of the SEC at its
principal office in Washington, D.C. The SEC also maintains an internet web site
that contains periodic and other reports, proxy and information statements and
other information regarding registrants, including Armor, that file
electronically with the SEC. The address of the SEC's web site is
http://www.sec.gov.
All information concerning Armor contained in this Information Statement has
been furnished by Armor. No person is authorized to make any representation with
respect to the matters described in this Information Statement other than those
contained in this Information Statement and if given or made must not be relied
upon as having been authorized by Armor or any other person.
Armor has not authorized anyone to give any information or make any
representation about the company that is different from, or in addition to, that
contained in this Information Statement. Therefore, if anyone gives you such
information, you should not rely on it. This Information Statement is dated May
14, 2004. You should not assume that the information contained in this document
is accurate as of any other date unless the information specifically indicates
that another date applies.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed with the SEC, are incorporated
into this Information Statement and specifically made part of this Information
Statement:
Current report on Form 8-K dated May 11, 2004;
Quarterly report on Form 10-Q for the quarter ended March 31, 2004.
Quarterly report on Form 10-Q for the quarter ended December 31, 2003
Quarterly report on Form 10-Q for the quarter ended September 30, 2003.
Annual Report on Form 10-K for the year ended June 30, 2003.
Copies of documents, other than exhibits to such documents that are not
specifically incorporated by reference in this Information Statement, are
available without charge to any person to whom this Information Statement is
delivered, upon written or oral request to: Armor Electric Inc., 201 Lomas Santa
Fe, Suite #420, Solana Beach, CA 92075.
May 14, 2004
/s/ Merrill Moses
Merrill Moses
President