UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
Mountains West Exploration, Inc.
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(Exact name of registrant as specified in its corporate charter)
Not Applicable
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(Former Name)
0-9500
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(Commission File No.)
New Mexico 85-0280415
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State of Incorporation) (IRS Employer Identification No.)
7609 Ralston Road, Arvada, CO 80002
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(Address of principal executive offices)
(303)422-8127
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(Registrant's telephone number)
MOUNTAINS WEST EXPLORATION, INC.
NOTICE TO SHAREHOLDERS PURSUANT TO SECTION 14F OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING
SOLICITED AND YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.
GENERAL
This Information Statement is being mailed on or about December 15, 2004 to the
holders of record as of November 30, 2004, of common stock (the "common stock"),
of Mountains West Exploration, Inc., a New Mexico corporation (the "Company").
You are receiving this Information Statement in connection with the Company's
appointment of new directors to the Board of Directors of the Company (the
"Designee") and its anticipated change of control.
On November 3, 2004, Mountains West Exploration, Inc. entered into a Share
Purchase Agreement with Skye Blue Ventures, LLC. On November 3, 2004, the Share
Purchase Agreement resulted in:
o the shareholders of Skye Blue Ventures, LLC acquiring at least 44% of
the Company's common stock; and
o the Company's board of directors and management changing.
At the closing on November 3, 2004, Robert A. Doak, Jr. submitted his
resignation from the Board of Directors of the Company effective immediately.
David G. Shier submitted his resignation from the Board of Directors of the
Company, which resignation shall be effective ten days after this Notice to
Shareholders is mailed. At the closing, Denis Iler was appointed a Director
effectively immediately. Effective 10 days after this Notice to Shareholders is
mailed, Redgie Green was appointed to fill the vacancy created by Mr. Shier's
resignation.
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At closing, the board of directors appointed the following officers:
- Denis Iler was appointed as President and Chief Executive Officer
- Redgie Green was appointed Treasurer and Secretary.
CONSUMMATION OF A TRANSACTION HAS RESULTED IN A CHANGE OF CONTROL.
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On November 3, 2004, Mountains West Exploration, Inc. entered into a Share
Purchase Agreement with Skye Blue Ventures, LLC whereby Skye Blue Ventures, LLC
purchased a total of 9,008,332 shares of Mountains West Exploration, Inc. from
Robert A. Doak, Jr. and 12,980,729 shares from the Company. The result of this
purchase and the subscription described is that Skye Blue Ventures, LLC will own
21,989,061 shares (44%) of Mountains West Exploration, Inc.
No action is required by the shareholders of the Company in connection with the
appointment of the new persons to the Board. However, Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the
mailing to the Company's shareholders this Information Statement not less than
ten days prior to the change in a majority of the Company's directors otherwise
than at a meeting of the Company's shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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VOTING SECURITIES OF THE COMPANY:
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On November 3, 2004, there were approximately 37,019,271 shares of the Company's
common stock issued and outstanding. Following the share purchase by Skye Blue
Ventures, LLC, there are 50,000,000 shares of the Company's common stock
outstanding. Each share of common stock entitles the holder thereof to one vote
on each matter that may come before a meeting of the shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
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The sole class of equity securities of the Company issued and outstanding is the
common stock.
The following table sets forth, as of November 30, 2004 certain information with
respect to the common stock beneficially owned by: (i) each Director, nominee
and executive officer of the Company; (ii) each person who owns beneficially
more than 5% of the common stock; and (iii) all Directors, nominees and
executive officers as a group.
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(i) each Director, nominee and executive officer of the Company:
Post Post
Pre-Transaction Transaction Transaction
Name and Address of Amount and nature of Number of % of Class
Beneficial Owner Beneficial Ownership Shares
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Robert A. Doak, Jr. (1) 9,480,548 472,216 (4) >1%
616 Central S.E., #213
Albuquerque, NM 87102
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David G. Shier (1) 312,511 312,511 (5) >1%
259 North Commercial
Trinidad, CO 81082
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Skye Blue Ventures, LLC 0 21,989,061 44%
Denis Iler, Manager (2)
2000 Wadsworth Blvd. #179
Lakewood, CO 80214
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Redgie Green (3) 0 0 0%
7609 Ralston Road
Arvada, CO 80002
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(1) Resigning Director
(2) New Director
(3) Director Nominee
(4) includes 255,000 owned by Mr. Doak's wife
(5) includes 1,000 owned by Mr. Shier's wife
All of the above disclaim any beneficial ownership in shares of the Company
owned by other family members.
(ii) each person who owns beneficially more than 5% of the common stock:
Post Post
Pre-Transaction Transaction Transaction
Name and Address of Amount and nature of Number of % of Class
Beneficial Owner Beneficial Ownership Shares
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Skye Blue Ventures, LLC 0 21,989,061 44%
Denis Iler, Manager (1)
2000 Wadsworth Blvd. #179
Lakewood, CO 80214
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Valessis Enterprises 2,619,133 2,619,133 5.5%
520 Cook Road, Ste. #380
Deerfield, IL 30015
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(1) New Director
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(iii) all Directors, nominees and executive officers as a group:
Number of Percentage
Shares of Class
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All Current Officers and
Directors as a Group 22,301,572 45%
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Officers & Directors as a
Group, counting new appointees
and excluding resigning directors 21,989,061 44%
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Total Shares Issued and
Outstanding Post Transaction* 50,000,000 100.00%
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Unless otherwise indicated, the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
DIRECTORS AND EXECUTIVE OFFICERS
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The following sets forth the names and ages of the current Directors, nominees
for directors and executive officers of the Company, the principal positions
with the Company held by such persons and the date such persons became a
Director or executive officer. The Directors serve one year terms or until their
successors are elected. The Company has not had standing audit, nominating or
compensation committees of the Board of Directors or committees performing
similar functions. All such applicable functions have been by the Board of
Directors as a whole. During the fiscal year ended December 31, 2003, the Board
of Directors held no formal meeting. There are no family relationships among any
of the Directors, nominees or executive officers.
Denis R. Iler, age 65, President and Director, received a BA in Math from San
Jose State University in California, and an MBA from Regis University in 1982.
He was a comptroller with Berge Exploration from 1978 to 1984. Since 1984, he
has been President and principal accountant for Business Financial Systems,
Inc., an independent accounting firm, providing tax and accounting services for
the small business community, including oil and gas, construction, and real
estate brokerage accounting. He was a director of NELX, Inc. from 1999-2001. He
was elected Director and appointed President of Jagged Edge Mountain Gear, Inc.
in 2004. He was President and Director of Cheyenne Resources, Inc. from January
to August, 2004.
Redgie Green, age 51, Director Nominee, has been Secretary and Director of
Dynadapt Systems, Inc. since 1998. Mr. Green has been co-owner and operator of
Green's B&R Enterprises, a wholesale donut baker since 1983. He has been an
active investor in small capital and high-tech adventures since 1987. Mr. Green
was a director of Colorado Gold & Silver, Inc. in 2000.
FAMILY RELATIONSHIPS. None.
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STANDING AUDIT COMMITTEE. None.
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NOMINATION COMMITTEE. None.
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COMPENSATION COMMITTEE. None.
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EXECUTIVE COMPENSATION
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(1) Cash Compensation
Directors who are also officers of the Company receive no cash compensation for
services as Directors. The Company has made no cash compensation to its
executives in the past but will pay cash compensation to its executives in the
future pursuant to employment agreements to be entered with new management as
approved by the Company's existing board of directors. The employment agreements
will provide for a term of two years, will be terminable for cause or upon a
change of control, and will provide for base salaries as follows:
Denis Iler - no salary
Redgie Green - no salary
The Company expects to obtain normal employee benefits (such as health insurance
and life insurance), and may provide its executives and other employees
additional benefits. In addition, the Company will likely hire other employees
to assist in any new business of Mountains West Exploration, Inc.
The Company has made no Long Term Compensation payout.
(2) Stock Option Plan
The Company's directors, prior to the acquisition, had not approved a stock
option plan.
LEGAL PROCEEDINGS:
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The Company is not aware of any legal proceedings in which any Director,
nominee, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting securities of the
Company, or any associate of any such Director, nominee, officer, affiliate of
the Company, or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT:
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Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of the common stock and other equity securities of the
Company. Officers, Directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. The information in this section is based solely upon a
review of the Forms 3, 4 and 5 received by the Company.
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The following persons who were directors, officers, or beneficial owners of more
than ten percent of the common stock of the Company, failed to file, on a timely
basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.
1. Robert A. Doak, Jr. Form 4 x 1
2. David G. Shier None.
OTHER INFORMATION:
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The Company files periodic reports, proxy statements and other documents with
the Securities and Exchange Commission. You may obtain a copy of these reports
by accessing the Securities and Exchange Commission's website which can be found
at http://www.sec.gov.
Dated: December 10, 2004
By Order of the Board of Directors
Mountains West Exploration, Inc.
By:/s/Denis Iler
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Denis Iler, President
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