UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 under the Exchange Act
COMLINK COMMUNICATIONS COMPANY
-------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 333-117114 30-0220588
- -------------- ---------- ---------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
of incorporation)
800 BERING DRIVE, SUITE 100, HOUSTON, TX 77057
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(Address of Principal Executive Offices)
(713) 266-7500
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(Registrant's telephone number including area code)
INFORMATION STATEMENT PURSUANT TO SECTION 14 (F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14(F)-1 THEREUNDER
This Information Statement is being mailed on or about February 12, 2007 to
holders of record as of the close of business on February 6, 2007 of shares of
common stock, ("Common Stock"), of Comlink Communications Company (the
"Company," "we," "us," or "our"). You are receiving this Information Statement
in connection with the appointment of persons designated by USA Superior Energy,
Inc., to three seats on the Board of Directors of the Company (the "Board") in
connection with the issuance of 34,000,000 common shares pursuant to the
Agreement and Plan of Merger on January 16, 2007 representing approximately
64.9% of the Company's outstanding Common Stock, and the resignation of Daniel
Brailey as a director will be effective ten days after the mailing of this
Notice to shareholders.
The appointment is being effected through an increase in the number of
board members, appointed by Board Action. You are urged to read this Information
Statement carefully and in its entirety.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATIONAL PURPOSES
ONLY. WE ARE NOT SOLICITING YOUR PROXY OR CONSENT IN CONNECTION WITH THE ITEMS
DESCRIBED HEREIN. NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED TO BE
TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT. THIS INFORMATION STATEMENT
IS NOT AN OFFER TO PURCHASE YOUR SHARES.
The Company has issued 34,000,000 shares of Common Stock pursuant to the
Agreement and Plan of Merger with USA Superior Energy, Inc. ("USA SUPERIOR") and
USAS Acquisitions, Inc. ("USAS"). Under the terms of the Agreement shareholders
of USA Superior Energy, Inc. agreed to receive a total of 34,000,000 shares of
common stock of the Company in exchange for common shares of USA Superior
Energy, Inc., constituting 100% of the issued and outstanding common stock of
USA Superior Energy, Inc.
As a result of the merger, Daniel Brailey resigned as President, Chief
Financial Officer, Chief Executive Officer and Director of the Company which
will be effective 10 days after mailing this Notice to shareholders. The Company
appointed G. Rowland Carey as President and Director effective immediately.
Jerry Witte was immediately appointed Secretary and was appointed as a Director
which will be effective 10 days after mailing this Notice to shareholders. Paul
Eads is appointed as a director effective 10 days after the mailing of this
Notice to shareholders.
In connection with the change in control, our Board has adopted a new
business plan in the energy industry. Accordingly, our Board intends to seek
additional capital to enable us to carry out our new business plan.
VOTING SECURITIES
As of the date of this Information Statement, our authorized capital stock
consisted of 150,000,000 shares of Common Stock, of which, 52,360,000 shares of
common are issued and outstanding as of February 8, 2007. Each share of Common
Stock entitles the holder of the share to one vote.
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MANAGEMENT
Executive Officers and Directors
Set forth below are the names, ages, position(s) with Company and business
experience of our directors and executive officers.
OFFICERS
NAME AGE POSITION
- ----------------------- --- -----------------------------
G. Rowland Carey (1) 65 President
Jerry D. Witte (1) 54 Secretary
Daniel Brailey (2) 37 Former President
- ----------------
(1) New Officers as of January 16, 2007
(2) Resigned as of January 16, 2007
BOARD OF DIRECTORS
NAME AGE POSITION
- ---------------------------- --- --------
G. Rowland Carey (1) 65 Director
Jerry D. Witte (1) 54 Director
Paul T. Eads (1) 67 Director
Daniel Brailey (2) 37 Director
- ----------------------------
(1) New Directors
(2) Resigning Director
Daniel Brailey has tendered his resignation as a director effective ten
days after date of mailing of this Notice pursuant to Section 14f of the
Securities Exchange Act of 1934.
Directors hold office until the next annual meeting of our stockholders and
until their successors have been elected and qualify. Officers are elected by
the board of directors and their terms of office are, except to the extent
governed by an employment contract, at the discretion of the board of directors.
Set forth below under "Business Experience" is a description of the business
experience of our new executive officers and directors.
G. ROWLAND CAREY, is the President and a Director of the Company. Mr. Carey
is graduated from University of North Carolina. Prior to becoming President of
the Company he was the Managing Member of USA Superior, LLC and
President/Director (2006) of USA Superior Energy, Inc., a Delaware corporation.
From May 1990 to present he has been the President and CEO of Coast Capital,
LLC. Coast provided equipment financing to oil and gas companies. From June 1983
to August 1985 he was the Co-founder and President of Gardner-Carey, Inc.
specializing in the development of rural land into subdivisions.
JERRY D. WITTE, is the Secretary and a Director of the Company. Mr. Witte
is graduated from University of Southern Florida. Prior to becoming Secretary of
the Company, he was the Secretary and Director (2006) of USA Superior Energy,
Inc., a Delaware corporation. Mr. Witte was President and technical scientist of
TriLucent Technologies, a public company that utilized remote sensing and radar
based hydrocarbon identification for resource development. From 1985 to 1998 Mr.
Witte was a senior project manager for SONAT Exploration where he was involved
in numerous projects. From 1979 to present Mr. Witte has consulted in areas
including but not limited to geophysics, geochemistry, petrophysics and the
development of enhancement technologies in the oil and gas industry.
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PAUL T. EADS, is a Director of the Company. Mr. Eads is graduated from the
Univ. of Houston in 1962 with a Bachelor of Science degree. He was a director of
USA Superior Energy, Inc., a Delaware corporation (2006). Prior to joining the
Company, from 1994 to 1999 Mr. Eads was President of XL Lift Systems, Inc. which
specialized in providing gas lift consulting services to major oil and gas
companies throughout the world. From 1993 to present Mr. Eads was an independent
consultant providing gas lift equipment and services to companies including,
Exxon, Amoco and Camlow S.A.I.C. (Argentina). Mr. Eads has chaired sessions for
the Society of Petroleum Engineers as has written and presented numerous papers
and computer programs on gas lift designs and technology.
DANIEL BRAILEY is the former President and a Resigning Director. Mr.
Brailey owns and operates 2-Way Mobile Communications (a Washington state based
company), where he had been the managing director since 1994. His
responsibilities include sales development, marketing, and the day-to-day
operations of the business. 2-Way Mobile Communications provide 2-Way Radio,
pager, and cellular services to individuals and businesses throughout the state
of Washington. He has been a director of the Company since inception.
Employment Agreements
We do not have employment agreements with any officers as of the date
hereof. We may enter into such agreements in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our directors, executive
officers and persons who own more than 10% of our outstanding common stock file
initial reports of ownership and reports of changes in ownership in the common
stock with the SEC. Officers, directors and stockholders who own more than 10%
of the outstanding common stock of the Company are required by the SEC to
furnish us with copies of all Section 16(a) reports they file. To our knowledge,
based solely on the review of the copies of these reports furnished to us and
written representations that no other reports were required during the year
ended December 31, 2006, all officers, directors and 10% stockholders have
complied with all applicable Section 16(a) filing requirements up to such date.
Subsequent thereto, as a result of the change of control, certain further
reports have been filed under Section 16, although not timely, and several other
reports are pending signature and filing at this time.
Corporate Governance
We are not a "listed company" under SEC rules and are, therefore, not
required to have an audit committee comprised of independent directors. Our
entire Board serves as our audit committee. No member of our Board is considered
"independent" pursuant to Section 10A(m)(3) of the Securities Act of 1934, as
amended. The Board has determined that its members are able to read and
understand fundamental financial statements and have substantial business
experience that results in their financial sophistication. Accordingly, the
Board believes that its members have the sufficient knowledge and experience
necessary to fulfill the duties and obligations of members of the audit
committee.
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Additionally, our Board does not have a standing compensation or nominating
committee. Because we do not have such committees, our full Board performs the
functions of such committees. In considering director nominees, at a minimum,
our Board will consider: (i) whether the director nominee provides the
appropriate experience and expertise in light of the other members currently
serving on the board and any other factors relating to the ability and
willingness of a nominee to serve on the board, (ii) the number of other boards
and committees on which the nominee serves, and (iii) the director nominee's
business or other relationship, if any, with us, including whether the director
nominee would he subject to a disqualifying factor in determining the nominee's
"independence" as defined by the listing standards of the relevant securities
exchanges. As of the date of this Information Statement, our Board has not
adopted procedures for the recommendation of nominees for the board of
directors. Our Board will accept nominations from our stockholders.
Stockholder Communication with the Board
Stockholders may send communications to our Board by writing to: Comlink
Communications Company, 800 Bering Drive, Suite 100, Houston, Texas 77057
attention Board or any specified director. Any correspondence received at the
foregoing address to the attention of one or more directors is promptly
forwarded to such director or directors.
EXECUTIVE COMPENSATION
Executive Officer Compensation
The following table sets forth the compensation payable to our Chief
Executive Officer and other executive officers of the Company for services in
all capacities to the Company and its subsidiaries during the year ended
December 31, 2006.
EXECUTIVE AND DIRECTORS COMPENSATION
ANNUAL COMPENSATION
- ------------------------------------- --------- ------------ ------------ ------------------- ------------- --------------
Name & Principal Position Fiscal Salary ($) Bonus ($) Other Annual Restricted Securities
Year Compensation ($) Stock Underlying
2006 Award(s) ($) Options/
SARS (#)
- ------------------------------------- --------- ------------ ------------ ------------------- ------------- --------------
G. Rowland Carey, President (1) $0 $0 $0 $0 0
- ------------------------------------- --------- ------------ ------------ ------------------- ------------- --------------
Jerry D. Witte, Secretary (1) $0 $0 $0 $0 0
- ------------------------------------- --------- ------------ ------------ ------------------- ------------- --------------
Paul T. Eads, Director (1) $0 $0 $0 $0 0
- ------------------------------------- --------- ------------ ------------ ------------------- ------------- --------------
Daniel Brailey,
Former President & Director (2) $0 $0 $0 $0 0
- ------------------------------------- --------- ------------ ------------ ------------------- ------------- --------------
(1) New Officers/Directors
(2) Resigned as President January 16, 2007, Resigning Director
The Company has not adopted any stock option or other forms of incentive
compensation plans at this time.
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Compensation of Directors
-------------------------
Our directors do not receive any compensation pursuant to any standard
arrangement for their services as directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
We have set forth in the following table certain information regarding our
Common Stock beneficially owned on the date of this Information Statement for
each stockholder we know to be the beneficial owner of 5% or more of our
outstanding Common Stock, (ii) each of our executive officers and directors, and
(iii) all executive officers and directors as a group. In general, a person is
deemed to be a "beneficial owner" of a security if that person has or shares the
power to vote or direct the voting of the security, or the power to dispose or
to direct the disposition of the security. A person is also deemed to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within 60 days. Except as otherwise indicated, each
stockholder named in the table has sole voting and investment power with respect
to the shares beneficially owned. On the date of this Information Statement,
there were 52,360,000 shares of common stock outstanding.
Title of Class Name and Address Amount and Nature Percent of
Of Beneficial Owner* of Beneficial Ownership Class
- -------------- --------------------- ----------------------- ----------
Common Stock G. Rowland Carey 30,980,000 59%
President & Director
Common Stock Jerry D. Witte 1,190,000 2.2%
Secretary & Director
Common Stock Paul T. Eads 1,190,000 2.2%
Director
Common Stock Daniel Brailey 0 0%
Former President &
Resigning Director
All Directors and Executive 33,360,000 63.4%
Officers as a Group (4 persons)
- -----------------------------
* The beneficial owner's address is the same as the Company's principal office.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This schedule is related to the acquisition of beneficial ownership of
Common Stock of Comlink Communications Company (hereinafter the "Company") whose
principal place of business is located at 800 Bering Drive, Suite 100, Houston,
TX 77057, of which G. Rowland Carey, Jerry D. Witte and Paul T. Eads (principals
of USA Superior Energy, Inc.) acquired 34,000,000 shares of Common Stock by an
Agreement and Plan of Merger between USA Superior Energy, Inc. and the Company
on January 16, 2007.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly
caused this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
COMLINK COMMUNICATIONS COMPANY
(Registrant)
Date: February 8, 2007
By: /s/G. Rowland Carey
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G. Rowland Carey, President