UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 14c-5(d)(2))
[X] Definitive Information Statement
Lions Petroleum Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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: N/A
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO YOU BY THE BOARD OF DIRECTORS OF THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Lions Petroleum Inc.
600 17th Street, Suite 2800 South
Denver, CO
80202, U.S.A.
Notice of Stockholder Action
To the Stockholders of Lions Petroleum Inc.:
We are writing to advise you of certain events which have occurred with
respect to Lions Petroleum Inc., a Delaware corporation ("we," "us," or "our
company"), including the approval and issuance of 10,000,000 of our common
stock and 2,000,000 of our preferred stock to Dale M. Paulson and Gordon L.
Wiltse (collectively the "Grantees"), for their efforts in locating suitable
oil and gas properties for the Company. In this information statement we
refer to the common stock and the preferred stock to be issued to the Grantees
as the "Granted Securities" and to the entire transaction as the
"Transaction".
The Nasdaq Marketplace rules require that we obtain stockholder approval
for the issuance of the Granted Securities, since they constitute more than
20% of our outstanding common stock. We have obtained the approval of
stockholders owning a majority of our outstanding common stock under Section
228 of the Delaware General Corporation Law ("Section 228"), which approval
will be effective upon the expiration of twenty business days following the
mailing of the accompanying information statement to our stockholders as
required under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Accordingly, no action is required by you. The accompanying information
statement is furnished only to inform our stockholders of the action described
above in accordance with Rule 14c-2 promulgated under the Exchange Act. The
information statement is being mailed to you on or about August 10, 2005.
By order of the Board of Directors,
Dale M. Paulson
Principal Executive Officer
August 9, 2005
=============================================================================
Lions Petroleum Inc.
600 17th Street, Suite 2800 South
Denver, CO
80202, U.S.A.
Information Statement
Pursuant to Rule 14c-2 of the Securities Exchange Act of 1934
We are furnishing this stockholder information statement to you, as a
holder of our common stock, to provide you with information and a description
of an action which was taken by written consent of our controlling
stockholders on August 8th, 2005, subject to the expiration of 20 business
days following the mailing of the accompanying information statement to our
stockholders and in compliance with the relevant sections of the Delaware
General Corporation Law and our bylaws. On that date, D. Wayne Hartford,
Bonita Ann Hartford, Hartford Investments Corporation II, Bonhart Holdings
Corporation, Pure Energy Inc., Thomas Wikstrom and Slocombe Family Trust,
stockholders who collectively own 343,098 shares, or 76.99% of our outstanding
common stock, signed a written consent approving the issuance of the Granted
Securities in the Transaction. These stockholders are sometimes referred to in
this information statement as our "controlling stockholders."
We are not asking you for a proxy, and you are requested not to send us
a proxy.
This information statement is being mailed on or about August 10, 2005
to stockholders of record on August 8th, 2005 (the "Record Date"). This
information statement is being delivered only to inform you of the corporate
action described herein in accordance with Rule 14c-2 under the Exchange Act.
As of the Record Date, there were 445,661 shares of our common stock
outstanding. Under the Delaware General Corporation Law and our bylaws, the
affirmative vote of the holders of a majority of the issued and outstanding
shares of our common stock on the Record Date was required to approve the
issuance of the Granted Securities. As of the Record Date, 222,831 shares of
common stock constituted a majority of the outstanding shares of our common
stock.
The Nasdaq Marketplace rules require us to obtain stockholder approval
for the issuance of the Granted Securities because they represent more than
20% of our outstanding common stock. In the event that all of the Granted
Securities issued to the Grantees were converted into our common stock, (and
no other preferred stock or warrants were converted) such shares would
constitute 96.41% of our common stock. Accordingly, we obtained stockholder
approval under Section 228, effective upon the expiration of 20 business days
following the mailing of this information statement to our stockholders as
required under the Exchange Act.
We have asked brokers and other custodians, nominees and fiduciaries to
forward this information statement to the beneficial owners of the common
stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This is not a notice of a meeting of stockholders, and no stockholders
meeting will be held to consider any matter described in this information
statement.
Please note that our controlling stockholders have voted to approve the
issuance of the Granted Securities in the Transaction, and the number of votes
held by the controlling stockholders is sufficient to satisfy the stockholder
vote requirement for such action. Accordingly, no additional votes will be
needed to approve this action.
SUMMARY OF THE TRANSACTION
The Board of Directors by unanimous written consent dated as of August
8th, 2005, and certain of our stockholders owning a majority of issued and
outstanding capital stock of the Company entitled to vote, by written consent
dated as of August 8th, 2005, after reviewing the current financial conditions
of the Company and the efforts that have been made in establishing a new
business in the field of oil and gas, approved and adopted resolutions to
issue the Granted Securities to Dale M. Paulson and Gordon L. Wiltse.
The Board of Directors believe that Dale M. Paulson and Gordon L. Wiltse
would be able to further assist in locating suitable oil and gas properties
for the Company, although this would require the commitment of additional
personal time and resources on their part, which was not reflective of their
current share position in the Company. The Board of Directors decided it is
expedient for the Company to offer common and preferred shares to Dale M.
Paulson and Gordon L. Wiltse for purchase at a price per share which reflects
the current value of the Company. Based on the Company's most recent
financial statements being its un-audited financial statements for the fiscal
quarter ended March 31, 2005, the Company's liabilities are significantly in
excess of its assets resulting in net asset break up value of ($634,126) and a
net break up asset value per share of approximately ($1.42). The Board of
Directors has decided to issue 5,000,000 shares of its common stock and
1,000,000 shares of its preferred stock to each of Dale M. Paulson and Gordon
L. Wiltse at a price of $0.0001 per share.
The Granted Securities
The Granted Securities are composed of 10,000,000 shares of our common
stock and 2,000,000 shares of our Series "A" preferred stock convertible into
10,000,000 shares of our common stock.
The shares of Series "A" preferred stock are convertible into 48.20% of
our outstanding common shares, assuming conversion of all of the preferred
stock, or 10,000,000 shares of our common stock. The Series "A" preferred
stock has a par value of $.0001 per share and the right to receive upon
liquidation the same amount paid to the holders of the Common Stock on an
as-converted basis. Each share of the Series "A"
preferred stock is convertible into 5 shares of our common stock, has the
right to receive dividends on an as-converted basis with any dividends
declared on the common stock, and has voting rights equal to the common stock
on an as-converted basis.
Effects of the Transaction
The Transaction should not have any effect on our financial statements,
except for a change in the number and classes of our shares outstanding as
shown in the following table.
Number of Common Number of Common
Stock Equivalents on Stock Equivalents after
Type of Shares Record Date Completion of Transaction
- ----------------------------- ---------------------- -------------------------
Common Stock 445,661 10,445,661
Preferred 0 10,000,000
Options 300,000 300,000
Total 745,661 20,745,661
Interest of certain persons in the matters to be acted upon
Both of the Grantees, Gordon L. Wiltsie and Dale M. Paulson are our
current directors and officers and upon completion of the Transaction, they
will be the beneficial owners to 97.16% of our common stock.
The Company is not aware of any director who has or will oppose the
Transaction or any other persons who have expressed, in writing, any
opposition to the Transaction.
Stockholder Communication
Stockholders may communicate with directors by sending a written
communication to the attention of the secretary of our company at our offices
located at 600 17th Street, Suite 2800 South, Denver, CO 80202. All
communication will be forwarded directly to the intended recipients.
PROCEDURE FOR APPROVAL OF ACTION; VOTE REQUIRED
The Delaware General Corporation Law and our bylaws provide that any
action which may be taken at a meeting of the stockholders may be taken
without a meeting and without prior notice if consent in writing, setting
forth the action to be taken, is signed by the holders of a majority of the
outstanding shares entitled to vote.
On August 8th, 2005, the record date for determining the stockholders
entitled to receive this information statement, there were 445,661 shares of
common stock
outstanding. The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of our stockholders.
We needed the affirmative vote of at least a majority of the outstanding
shares of our common stock to approve the issuance to the Grantees of the
Granted Securities in the Transaction. Nasdaq rules require that stockholder
approval be obtained prior to the issuance of 20% or more of the number of
shares or voting power of the company outstanding prior to the issuance. On
August 8th, 2005, our board adopted resolutions approving the issuance of the
Granted Securities and recommending that the stockholders approve such
issuance. By written consent dated August 8th, 2005, stockholders who
collectively hold 343,098 shares, or 76.99% of the issued and outstanding
shares of our common stock at the time, approved the issuance of the Granted
Securities, subject to the expiration of 20 business days from the date of
mailing of this information statement to our stockholders.
UNAVAILABILITY OF DISSENTERS' RIGHTS UNDER DELAWARE LAW
The corporate actions described in this information statement will not
afford to stockholders the opportunity to dissent from the actions described
herein and receive an agreed or judicially appraised value for their shares.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our common
stock by any person we know to own more than 5% of any class of our voting
securities and by all officers and directors, individually and as a group,
both as of the Record Date and after the closing of the Transaction. On
August 8th, 2005, there were 445,661 shares of common stock outstanding.
After the Transaction, there will be 10,445,661 shares of common stock,
2,000,000 shares of preferred stock, and 300,000 stock options outstanding,
for a total voting power of 20,745,661 shares.
The number and percentage of shares beneficially owned has been
calculated pursuant to Rule 13d-3 under the Exchange Act, and the information
is not necessarily indicative of beneficial ownership for any other purpose.
Under this rule, beneficial ownership includes any shares as to which each
security holder has sole or shared voting power or investment power and also
any shares which the security holder has the right to acquire within 60 days.
For purposes of determining beneficial ownership in this table, all the shares
underlying the preferred stock have been included.
Number Number of Percent
Of Shares Percent Voting Shares of Voting
Beneficially of Class Beneficially Shares
Name and Address Owned on Owned on Owned After Owned After
of Beneficial Owner Record Date Record Date Transaction Transaction
- ----------------------- ------------- ------------- -------------- -----------
Hartford Holding
30 Pollard Street
Richmond Hill, Ontario
Canada L4B 1C3 (1) 61,598 13.82% 61,598 0.3%
Thomas Wikstrom
1,Beim Antonskraiz
L-8116 Bridel
Luxembourg 100,000 22.44% 100,000 0.49%
Dale M. Paulson
1150-789 West Pender St.
Vancouver,
British Columbia
Canada V6C 1H2 (2) 79,500 17.84% 10,079,500 49.30%
Gordon L. Wiltse
1150-789 West Pender St.
Vancouver,
British Columbia
Canada V6C 1H2 (3) 78,000 17.50% 10,078,000 49.29%
(1) Hartford Holding is constituted of D. Wayne Hartford, Bonita Ann
Hartford, Hartford Investments Corporation II and Bonhart Holdings
Corporation. Hartford Investments Corporation II is beneficially owned
and controlled by D. Wayne Hartford and Bonita Ann Hartford. Bonhart
Holdings Corporation is indirectly 100% owned and controlled by Bonita
Ann Hartford.
(2) Includes 5,000,000 shares of common stock, and 1,000,000 shares of common
stock underlying preferred stock.
(3) Includes 5,000,000 shares of common stock, and 1,000,000 shares of common
stock underlying preferred stock.
ADDITIONAL INFORMATION
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act and the rules of the Securities
Exchange Commission promulgated thereunder require our company's directors,
executive officers and persons who own more than 10% of a registered class of
its equity securities to file reports of ownership on Form 3 and changes in
ownership on Form 4 or 5 with the SEC and to furnish our company with copies
of such filings. Based solely on our company's review of the copies of the
forms it received, our company believes that, during the fiscal year ended
September 30, 2004, its officers, directors and 10% stockholders complied with
all Section 16(a) filing requirements applicable to such individuals.
Available Information
We will furnish without charge to any stockholder, upon written or oral
request, any documents filed by us pursuant to the Exchange Act. Requests for
such documents should be addressed to Lions Petroleum Inc., 600 17th Street,
Suite 2800 South, Denver, CO 80202. Documents filed by us pursuant to the
Exchange Act may be reviewed and/or obtained through the Securities and
Exchange Commission's Electronic Data Gathering Analysis and Retrieval System,
which is publicly available through the Securities and Exchange Commission's
web site (http://www.sec.gov).
INCORPORATION BY REFERENCE
Our annual report on Form 10-KSB filed March 17, 2005 and our quarterly
report on Form 10-QSB for the second quarter ended March 31, 2005 filed May
23, 2005 are attached hereto and hereby incorporated by reference as of their
respective dates.
We will furnish without charge to record and beneficial holders of our
company stock, upon written or oral request, by first class mail or other
equally prompt means within one business day of such request, a copy of any
and all of the documents referred to into this information statement.
Requests should be made by telephone to (720) 359-1604 or in writing to Lions
Petroleum Inc., 600 17th Street, Suite 2800 South, Denver, CO 80202.
By order of the Board of Directors,
Dale M. Paulson
Principal Executive Officer
August 9, 2005