UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED
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
PLATINUM SUPERYACHTS, INC.
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(Name of Registrant As Specified In Its Charter)
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[ ] Fee computed on table below per Exchange Act rules 14(c)-5(g) and 0-11
(1) Title of each class 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):
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(5) Total fee paid:
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[ ] 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 filing.
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PLATINUM SUPERYACHTS, INC.
Suite #1100 - 1200 W. 73rd
Vancouver, British Columbia V6P 6G5
(604) 264-8689
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Telephone Number
Nevada 77-0517966
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State of Incorporation IRS Employer Number
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE PROPOSALS.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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SCHEDULE 14C INFORMATION STATEMENT
PURSUANT TO REGULATION 14C OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED
PLATINUM SUPERYACHTS, INC.
Suite #1100 - 1200 W. 73rd
Vancouver, British Columbia V6P 6G5
To the Stockholders of Platinum SuperYachts, Inc.
This information statement is being furnished to holders of common stock (the
"Common Stock") of Platinum SuperYachts, Inc., a Nevada corporation (the
"Company"), in connection with the prior receipt by the Company's board of
directors (the "Board") of a written consent of the holders of a majority of the
Company's common stock approving the following proposals (the "Proposals"): (1)
an amendment (the "Amendment") to the Company's Articles of Incorporation
("Articles") changing the Company's name to "Royal Quantum Group Inc.",
increasing the shares of common stock the Company is authorized to issue to
500,000,000 shares and authorizing the Company to issue up to 10,000,000 shares
of preferred stock with rights, preferences and privileges to be determined by
the Board, (2) electing Ron Ruskowsky and Roger Janssen to the Board, and (3)
ratifying Robison, Hill & Company as the Company's independent accountants.
A majority of the stockholders approved the Proposals pursuant to the written
consent dated November 23, 2005, in accordance with the provisions of the Nevada
Revised Statutes and the Company's Articles and Bylaws. Accordingly, your
consent is not required and is not being solicited in connection with the
Proposals. The Board approved the Proposals pursuant to a unanimous written
consent dated November 23, 2005.
This information statement is first being furnished to the stockholders on or
about November 23, 2005. The Proposals will be effected not less than twenty
days following the mailing of this Information Statement to stockholders of
record on the November 23, 2005 (the "Record Date").
The entire cost of furnishing this Information Statement will be borne by the
Company. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this Information Statement to the beneficial
owners of common stock held of record by them.
The Company's common stock is presently listed and traded on the NASD's OTC
Bulletin Board exchange under the symbol "PSUY.OB". There were 33,108,365 shares
of common stock issued and outstanding on the Record Date.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE PROPOSALS.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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VOTE REQUIRED
The vote required to approve the Amendment is a majority of the outstanding
shares of the Company's common stock. Each holder of common stock is entitled to
one (1) vote for each share held. The vote required for election of directors is
the two directors receiving the greatest number of affirmative votes.
VOTE OBTAINED - SECTION 78.315 OF THE NEVADA REVISED STATUTES
A written consent in lieu of a meeting of the stockholders of the Company (the
"Consent to Action") adopting and approving the Proposals was executed by the
holders of 63.5% of the outstanding shares of common stock of the Company on the
Record Date. The Consent to Action was taken pursuant to Section 78.315 of the
Nevada Revised Statutes, which permits any action that may be taken at a meeting
of the stockholders to be taken by the written consent to the action by the
holders of the number of shares of voting stock required to approve the action
at a meeting.
All necessary corporate approvals in connection with the matters referred to
herein have been obtained. This Information Statement is being furnished to all
stockholders of the Company pursuant to Section 14(c) of the Securities and
Exchange Act of 1934 ("Exchange Act") and the rules thereunder solely for the
purpose of informing stockholders of these corporate actions before they take
effect. In accordance with Rule 14c-2 under the Exchange Act, the Consent to
Action and the approval of the matters thereunder will be effective 20 calendar
days following the mailing of this Information Statement. This Information
Statement is intended to provide such notice.
DESCRIPTION OF THE CORPORATION
CORPORATE HISTORY: The Company was incorporated in October, 1996, under the name
PSM CORP, and was formed for the purpose of either merging with or acquiring an
operating company with an operating history and assets. On September 30, 2002,
we entered into a Share Exchange Agreement with SuperYachts Holdings, Inc. , a
private Nevada corporation ("SuperYachts Holdings"), and its stockholders, to
acquire 100% of the issued and outstanding shares of SuperYachts Holdings. In
consideration for acquiring all of SuperYachts Holdings' issued and outstanding
shares, we have agreed to issue its stockholders 15,000,000 shares of our common
stock. Effective as of October 1, 2002, the Company's name was changed to
Platinum SuperYachts, Inc. At that point, our business direction included yacht
building, sales, re-sales and yacht services, such as supplies, maintenance, and
delivery as well as fill-scale contracted care of yachts. The core business was
intended to be the building of yachts in excess of 80 to 200 feet. We planned to
hire subcontractors on a per job basis for the construction of the vessels.
We have not been successful in the mega yacht industry due to two important
factors. First, purchasers of yachts in the price range of our products were not
interested in building with a manufacturer that was relatively new in the
industry. The preference of the mega yacht buyer is to work with a builder that
has a history in the business with product available for the client to view.
Second, we were unable to close a financing large enough to allow the company to
build a spec yacht. The ability to have a spec yacht available to show our
clients the high quality craftsmanship of which we were capable would have
significantly increased our ability to sell the product. As the share price of
the Company's common stock began to decrease, we were faced with the problem of
significant shareholder dilution to secure a funding necessary to build a spec
product. Management did not feel it was in the best interest of the shareholders
to attempt a multi-million dollar financing while faced with such a low share
price. Accordingly, we sold all of the Company's assets related to the yacht
business back to the former stockholders of PR Marine Inc. on September 29, 2005
in exchange for the former stockholders of PR Marine Inc. agreeing to cancel all
of their outstanding shares of the Company.
We are currently researching new business ventures, including potential
acquisitions and suitable business partners which will assist us in realizing
the Company's business objectives. We are changing the Company's name to reflect
that the Company's business is no longer focused on the yacht industry.
PROPOSAL 1 - AMENDMENT
On November 23, 2005 holders of a majority of the Company's common stock
approved the Amendment to change the name of the Company to "Royal Quantum Group
Inc.", to increase the number of shares of common stock the Company is
authorized to issue to 500,000,000 and to authorize the Company to issue up to
10,000,000 shares of preferred stock with rights, preferences and privileges to
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be determined by the Board. On November 23, 2005, the Board approved the
Amendment. The Board fixed the close of business on November 23, 2005 as the
record date for the determination of stockholders who are entitled to give
consent and receive this information statement. As of the Record Date, the
Company had approximately 33,108,365 shares of common stock outstanding. A copy
of the proposed Amendment effectuating the name change and the increase of the
authorized shares attached hereto as Appendix A.
We will seek to have the Company's trading symbol changed on the NASD OTC
Bulletin Board market to an appropriate symbol reflecting the new corporate name
immediately after the filing of the Amendment.
The Amendment will become effective upon filing the Amendment with the Nevada
Secretary of State, which we anticipate will occur approximately 20 days after
this Information Statement has been distributed to the Company's stockholders.
PROPOSAL 2 - ELECTION OF DIRECTORS
Currently, the Board consists of two persons, each having a term of office until
the next annual meeting or election of their successor.
The Board has nominated Ron Ruskowsky and Roger Janssen as directors (the
"Nominees"), each to serve until the next annual meeting of stockholders or
until the director's earlier resignation or removal. Each of the nominees has
consented, if elected as a director of the Company, to serve until his term
expires.
The nominees received a plurality of the votes cast pursuant to the Consent
Action.
NOMINEES
Ron Ruskowsky has a diverse and strong background in corporate structure,
management and finance. He has been involved in all aspects of management from
marketing to finance and acquisitions in both public and private corporations
for over 16 years. Mr. Ruskowsky has been a director of Platinum SuperYachts
since October 1, 2002. Mr. Ruskowsky is 38 years old.
Roger Janssen has over twenty-five years experience in the manufacturing
industry. For the past sixteen years he has owned and operated his own business,
which produces aeronautical and marine components in the greater Seattle area.
He holds certificates from numerous business courses including TEC
International. Mr. Janssen has been contracted as a manufacturing consultant by
a number of manufacturing companies throughout the world during their start
up-phases. Mr. Janssen has been a director of the company since October 1, 2002.
Mr. Janssen is 42 years old.
DIRECTOR COMPENSATION
The Company has not provided directors any compensation for their services in
prior fiscal years and the directors have agreed to act without compensation
until compensation is authorized by the Board, which is not expected to occur
until the company has generated sufficient revenues from its operations. On
October 4, 2005, we issued Roger Janssen 2,000,000 shares as compensation for
services rendered and in exchange for his agreement to serve as the Company's
Vice President and Corporate Secretary.
BOARD AND COMMITTEE MEETINGS
During fiscal year 2004, the Board met 6 times and acted by unanimous written
consent 3 times. No director attended less than 75% of the total of Board and
committee meetings held during the director's tenure on the Board and its
committees. The Board has an Audit Committee. The Board does not have a
nominating committee or a compensation committee. None of the Company's
directors are independent.
The Board believes that given that the Company is still in a development stage,
the small size of the Company's Board, the fact that current management controls
63.5% of the voting securities of the Company and the fact that the Company does
not compensate its directors it is not necessary to have a nominating committee.
The Board also believes that the foregoing factors make it difficult for the
Company to attract independent directors to serve on the Company's Board.
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The Company's entire Board participates in consideration of director nominees.
The Board will consider candidates who have experience as a board member or
senior officer of a company or who are generally recognized in a relevant field
as a well-regarded practitioner, faculty member or senior government officer.
The Board will also evaluate whether the candidates' skills and experience are
complementary to the existing Board's skills and experience as well as the
Board's need for operational, management, financial, international,
technological or other expertise. The Board will interview candidates that meet
the criteria and then select nominees that Board believes best suit the
Company's needs.
The Board will consider qualified candidates suggested by stockholders for
director nominations. Stockholders can suggest qualified candidates for director
nominations by writing to the Company's Corporate Secretary, Roger Janssen, at
Suite #1100 - 1200 W. 73rd, Vancouver, British Columbia V6P 6G5. Submissions
that are received that meet the criteria described above will be forwarded to
the Board for further review and consideration. The Board will not evaluate
candidates proposed by stockholders any differently than other candidates.
COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders may communicate with any of the Company's directors by transmitting
correspondence by mail, facsimile or e-mail, addressed as follows: Board of
Directors c/o Corporate Secretary, Roger Janssen, at Suite #1100 - 1200 W. 73rd,
Vancouver, British Columbia V6P 6G5. Fax: 604-264-6133. E-mail:
info@royalquantum.com.
The communications will be transmitted to the identified director(s) as soon as
practicable, unless the Corporate Secretary in consultation with our legal
counsel determines there are safety or security concerns that mitigate against
further transmission of the communication. The Board or identified director(s)
shall be advised of any communication withheld for safety or security reasons as
soon as practicable.
The Company's policy is that the entire Board will attend stockholders meetings.
The Company did not have a stockholders meeting for the 2004 fiscal year.
PROPOSAL 3 - RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board has appointed, and the majority stockholders have approved, Robison
Hill & Company ("Robison"), as the Company's independent auditor, also referred
to as the independent registered public accounting firm, for fiscal 2005. The
Board believes that Robison is knowledgeable about the Company's operations and
accounting practices and is well qualified to act in the capacity of independent
auditor.
Although the appointment of the independent auditor was not required to be
approved by the stockholders, the Board believes that stockholders should
participate in such selection through ratification. The Proposal to ratify the
Board's appointment of Robison was approved by the majority stockholders
pursuant to the Consent Action.
FEES BILLED BY INDEPENDENT AUDITOR
The following table sets forth fees billed to the Company by Robison for
professional services rendered for 2004 and 2003:
Service 2004 2003
---- ----
Audit Fees $11,970 $9,960
Audit Related Fees -- --
Tax Fees $240 $240
All Other Fees -- --
Total $12,210 $10,200
AUDIT FEES. Consist of fees billed for professional services rendered for the
audits of our consolidated financial statements, reviews of our interim
consolidated financial statements included in quarterly reports, services
performed in connection with filings with the Securities & Exchange Commission
and related comfort letters and other services that are normally provided by
Robison in connection with statutory and regulatory filings or engagements.
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TAX FEES. Consist of fees billed for professional services for tax compliance,
tax advice and tax planning. These services include assistance regarding
federal, state and local tax compliance and consultation in connection with
various transactions and acquisitions.
AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITORS
The Audit Committee, is to pre-approve all audit and non-audit services provided
by the independent auditors. These services may include audit services,
audit-related services, tax services and other services as allowed by law or
regulation. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specifically approved amount. The independent
auditors and management are required to periodically report to the Audit
Committee regarding the extent of services provided by the independent auditors
in accordance with this pre-approval and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.
The Audit Committee pre-approved 100% of the Company's 2004 audit fees,
audit-related fees, tax fees, and all other fees to the extent the services
occurred after May 6, 2003, the effective date of the Securities and Exchange
Commission's final pre-approval rules.
EXECUTIVE COMPENSATION
None of the company's officers and/or directors currently received any
compensation for their respective services rendered to the Company in the past
three fiscal years. Officers and directors have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the company has generated sufficient revenues from its
operations.
As of December 31, 2004, we had no group life, health, hospitalization, or
medical reimbursement or relocation plans in effect. Further, we had no pension
plans or plans or agreements which provide compensation on the event of
termination of employment or change in control of us.
EMPLOYMENT AGREEMENTS
No formal employment agreements currently exist with any officer or employee.
LONG-TERM INCENTIVE PLAN
None
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require that we disclose
late filings of reports of stock ownership (and changes in stock ownership) by
our directors and statutory insiders. To the best of the Company's knowledge,
all of the filings for the Company's directors and statutory insiders were made
on a timely basis for 2004 and to date in 2005 except as follows:
o Ron Ruskowsky did not timely file a Form 4 reporting the
issuance of 14,970,000 shares of common stock to Santeo
Financial Corporation ("Santeo"), an entity affiliated with
Mr. Ruskowsky. These shares were issued on October 4, 2005, in
satisfaction of $149,700 owed to Santeo for services rendered.
o Roger Janssen did not timely file a report on Form 4 reporting
the issuance of 2,000,000 shares to Mr. Janssen on October 4,
2005. These shares were issued for services rendered as a
director of the Company and in exchange for Mr. Janssen's
agreement to serve as Vice-President and Corporate Secretary
of the Company.
o Shahhid Vohra did not timely file a report on Form 4 reporting
his disposition of 9,000,000 on October 4, 2005. Mr. Vohra
agreed to allow the Company to cancel these shares in exchange
for his acquisition of the Company's assets related to the
yacht business.
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RELATED PARTY TRANSACTIONS
On September 29, 2005, Platinum SuperYachts, Inc. (the "Company") sold certain
assets related to designing, building and selling yachts (the "Assets") to
Shahhid Vohra, the Company's former Vice-President and Secretary. As
consideration for the Assets Mr. Vohra agreed to allow the Company to cancel
9,000,000 shares (the "Cancelled Shares") of the Company's common stock
beneficially owned by Mr. Vohra. The Cancelled Shares were originally issued to
Mr. Vohra as consideration when the Company purchased the Assets from Mr. Vohra
in November 2002. The Assets included, among other things, yacht models, a hull
display, yacht blue prints, the content of the Company's website, the domain
name www.platinumsuperyachts.com and the rights to the name Platinum
SuperYachts, Inc.
On October 4, 2005, the Company issued 14,970,000 shares of common stock (the
"Shares") to Santeo in exchange for the cancellation of $149,700 owed by the
Company to Santeo. Ron Ruskowsky, the Company's Director, President and Chief
Executive Officer is an affiliate of Santeo.
Also, on October 4, 2005, the Company issued 2,000,000 shares of common stock to
Roger Janssen as compensation for services rendered as a director.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
As of our Record Date, we had a total of 33,108,365 shares of common stock
issued and outstanding. Our common stock is presently listed and traded on the
NASD OTC Bulletin Board under the symbol "PSUY.OB". However there is currently
no "established trading market" for the Company's common stock, and no assurance
can be given that any current market for the Company's Common Stock will develop
or be maintained. The following table sets forth, as of the Record Date, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, as well as by each of our current directors and executive officers. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated,
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Owner Percentage of Class
- ------------------------------------ ---------------- -------------------
Ron Ruskowsky(1) 18,470,000 56.0
Suite #1100
1200 W. 73rd
Vancouver, British Columbia V6P 6G5
Roger Janssen 2,500,000 7.5
Suite #1100
1200 W. 73rd
Vancouver, British Columbia V6P 6G5
All Officers and Directors as a group 20,970,000 63.5
(1) 14,970,000 shares are owned by Santeo, an entity affiliated with Mr.
Ruskowsky. Mr. Ruskowsky has sole voting and dispostive power over these shares.
8
DISSENTER'S RIGHTS
Under Nevada law, holders of our Common Stock are not entitled to dissenter's
rights of approval with respect to the Proposals.
FINANCIAL AND OTHER INFORMATION
For detailed information on our corporation, including financial statements, you
may refer to our Form l0-KSB and Forms 10-QSB filed with the SEC. Copies of
these documents and other SEC filings are available on the SEC's EDGAR database
at www.sec.gov.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
authorized.
Dated: December 19, 2005 By: /s/ Ron Ruskowsky
-----------------------------------
Ron Ruskowsky, President, CEO and
Director
Dated: December 19, 2005 By: /s/ Roger Janssen
-----------------------------------
Roger Janssen, Vice-President,
Secretary and Director
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APPENDIX A
CERTIFICATE OF AMENDMENT
DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: secretaryofstate.biz
==================================================
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)
==================================================
IMPORTANT: Read attached instructions ABOVE SPACE IS FOR
before completing form. OFFICE USE ONLY
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
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FOR NEVADA PROFIT CORPORATIONS
------------------------------
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation: Platinum SuperYachts, Inc.
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2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE I: The name of this corporation is Royal Quantum Group, Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of Shares Corporation is Authorized to Issue: 500,000,000 common
- --------------------------------------------------------------------------------
stock with a par value of $.001 per share and 10,000,000 preferred
- --------------------------------------------------------------------------------
stock with a par value of $.001 per share
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- --------------------------------------------------------------------------------
Rights, Preferences and Restrictions of Preferred Stock: See attachment
- --------------------------------------------------------------------------------
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: 63.5% .*
-------------------------
4. Effective date of filing (optional): N/A
----------------------------------------
(must not be later than 90 days after
the certificate is filed)
5. Officer Signature (required): See attachment
----------------------------------------------
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.
Nevada Secretary of State
AM 78.305 Amend 2003
Revised on: 09129105
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
PLATINUM SUPERYACHTS, INC.
(CONTINUED)
2. The articles have been amended as follows (provide article numbers, if
available):
Rights, Preferences and Restrictions of Preferred Stock. The Board of
Directors ("Board") is authorized, subject to limitations prescribed by the Law,
and by the provisions of this Article, to provide for the issuance of shares of
Preferred Stock in series, to establish from time to time the number of shares
to be included in each series and to determine the designations, relative
rights, preferences and limitations of the shares of each series.
5. Officer Signature (required):
___________________________________
Ron Ruskowsky, President
___________________________________
Roger Janssen, Secretary