UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT
Reg.ss.240.14c-101
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
CREENERGY CORPORATION
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(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
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(Name of Person(s) Filing Information Statement, if other than the Registrant)
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:
[_] 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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(4) Date Filed:
CREENERGY CORPORATION
601 Union Street, Two Union Square, 42nd Floor
Seattle, Washington 98101
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
To the Shareholders of CreEnergy Corporation:
This Information Statement is being provided on behalf of the board of directors
(the "Board") of CreEnergy Corporation (the "Company") to record holders of
shares of our common stock ("Shareholders") as of the close of business on the
record date of August 31, 2011. This information statement provides notice that
the Board has recommended, and holders of a majority of the voting power of our
outstanding common stock have voted, to approve the following items:
PROPOSAL: TO AUTHORIZE THE COMPANY TO CHANGE THE NAME TO PEPTIDE
TECHNOLOGIES, INC. (THIS ACTION WILL BECOME EFFECTIVE UPON
THE FILING OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION
WITH THE SECRETARY OF STATE OF NEVADA.)
This Information Statement describes, in more detail, the action being taken and
the circumstances surrounding the Board's recommendation of the Proposal.
The Company will bear the expenses relating to this information statement,
including expenses in connection with preparing and mailing this information
statement and all documents that now accompany or may in the future supplement
it.
Only one information statement is being delivered to multiple shareholders
sharing an address, unless the Company has received contrary instructions from
one or more of the shareholders. The Company will undertake to deliver promptly
upon written or oral request a separate copy of the information statement to a
shareholder at a shared address to which a single copy of the information
statement was delivered. You may make a written or oral request by sending a
written notification to the Company's principal executive offices stating your
name, your shared address and the address to which the Company should direct the
additional copy of the information statement or by calling the Company's
principal executive offices. If multiple shareholders sharing an address have
received one copy of this information statement and would prefer the Company
mail each shareholder a separate copy of future mailings, you may send
notification to or call the Company's principal executive offices. Additionally,
if current shareholders with a shared address received multiple copies of this
information statement and would prefer us to mail one copy of future mailings to
shareholders at the shared address, notification of that request may also be
made by mail or telephone call to the Company's principal executive offices.
This Information Statement is being provided to you for informational purposes
only. Your vote is not required to approve the actions described above. This
information statement does not relate to an annual meeting or special meeting in
lieu of an annual meeting. You are not being asked to send a proxy and you are
requested not to send one. The approximate mailing date of this information
statement is September 14, 2011.
We appreciate your continued interest in CreEnergy Corporation.
Very truly yours,
/s/ Shari Sookarookoff
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Shari Sookarookoff,
President and Chief Executive Officer
WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY,
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
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INFORMATION STATEMENT
CREENERGY CORPORATION
Two Union Square, 42nd Floor
Seattle Washington 98101
(206) 388-5498
September 9, 2011
SHAREHOLDER ACTION
The Majority Shareholder submitted its consent to the shareholder resolutions
described in this Information Statement on or about August 31, 2011, to be
effective on or about October 13, 2011. As of August 31, 2011, the Majority
Shareholder, of record, held 75,000,000 shares of the Company's common stock or
approximately 78.125% of the Company's voting stock. The remaining outstanding
shares of common stock are held by approximately one hundred other shareholders.
The Majority Shareholder is Shari Sookarookoff, who is our President, Chief
Financial Officer and sole director.
The Company is not soliciting consents or proxies and shareholders have no
obligation to submit either of them. Whether or not shareholders submit consents
should not affect their rights as shareholders or the prospects of the proposed
shareholder resolutions being adopted. The Majority Shareholder has consented to
the shareholder resolution described in this Information Statement. The
affirmative vote of the holders of a majority of the outstanding common stock of
the Company is required to adopt the resolutions described in this Information
Statement. Nevada law does not require that the proposed transaction be approved
by a majority of the disinterested shareholders. A total of 96,000,000 shares of
the Company's common stock shares were entitled to vote on the Company's
proposed transactions described in this Information Statement.
PROPOSAL ADOPTED BY SHAREHOLDER ACTION BY WRITTEN CONSENT
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PROPOSAL
TO AUTHORIZE THE COMPANY TO CHANGE THE NAME FROM CREENERGY CORPORATION TO
PEPTIDE TECHNOLOGIES, INC. (THIS ACTION WILL BECOME EFFECTIVE UPON THE FILING OF
AN AMENDMENT TO OUR ARTICLES OF INCORPORATION WITH THE SECRETARY OF STATE OF
NEVADA.)
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The proposed change of Company's name from CreEnergy Corporation to Peptide
Technologies, Inc. is intended convey a sense of the Company's new business
focus as it looks to pursue other opportunities. Specifically, the Company
intends to explore technology platforms for developing a variety of drug
candidates and biological solutions for existing problems in humans, animals and
the environment.
The name CreEnergy Corporation was perceived by management as limiting the
Company's ability to pursue other opportunities and in management's opinion may
have limited awareness to the internet sales arena. Approval of the name change
required the affirmative consent of at least a majority of the outstanding
shares of common stock of the Company. The Majority Shareholder holding a total
of 75,000,000 shares of common stock (78.125%) has already approved this action.
Upon filing of the Amendment to the Articles of Amendment with the Nevada
Secretary of State, the name change will be effective.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Although shareholders are not being asked to approve or disapprove or otherwise
vote on any matter discussed in this information statement, the following
generally describes voting rights of shareholders.
As of the record date, August 31, 2011, there are 96,000,000 shares of common
stock outstanding. Each share represents one vote. There are currently no
arrangements known to the Company, the operation of which may result in a change
in control of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of outstanding shares of Common Stock as of August 31, 2011, by (a)
each person known by the Company to own beneficially 5% or more of the
outstanding shares of Common Stock, (b) the Company's Directors, Chief Executive
Officer and executive officers whose total compensation exceeded $100,000 for
the last fiscal year, and (c) all directors and executive officers of the
Company as a group.
NAME AND ADDRESS NUMBER OF % OF
BENEFICIAL OWNER SHARES OUTSTANDING (1)
----------------------------------- ----------- ---------------
Shari Sookarookoff 75,000,000 78.125%
CEO, President & Sole Director
328 Twin Brooks Dr., NW
Edmonton AB, Canada, T6J 6S5
All officers and directors as a group
(1 person) 75,000,000 78.125%
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(1) Percent of Ownership is calculated in accordance with the Securities
and Exchange Commission's Rule 13(d)-13(d)(1) and is based on
96,000,000 shares of common stock issued and outstanding.
Additional information regarding the Company, its business, its stock, and its
financial condition are included in the Company's Form 10-K annual report and
its Form 10-Q quarterly reports. Copies of the Company's Form 10-Q for its
quarter ending May 31, 2011, as well as the Company's Form 10-K for November 30,
2010 are available upon request to: Shari Sookarookoff, President, CreEnergy
Corporation, 601 Union Street, Two Union Square, 42nd Floor, Seattle, Washington
98101.
MANAGEMENT INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of the current
directors and executive officers of the Company, as of the date of this filing:
NAME AGE OFFICES HELD
------------------------- --- -------------------------------
Shari Sookarookoff 34 Sole Director, CEO, President,
Secretary/Treasurer
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Our officer and sole director's biographical information is as follows:
SHARI SOOKAROOKOFF, CEO, CFO, PRESIDENT, SECRETARY/TREASURER, SOLE DIRECTOR
Shari Sookarookoff has served as President and CEO since October 29, 2010. She
has served as a director since September 12, 2008. Ms. Sookarookoff has also
served as Secretary/Treasurer and Chief Financial Officer of the Company since
June 30, 2009. Ms. Sookarookoff previously served as the CEO and President from
September 12, 2008 through August 18, 2009. The term of her office is for two
years and is thereafter renewable on an annual basis.
Since 1994, Ms. Sookarookoff has been employed by Alberta Forest Products
Shippers Association, a freight broker located in Edmonton, Alberta, Canada that
is dedicated to facilitate the freight requirements of numerous lumber mills in
the Province of Alberta, Canada. In June 1999, she was promoted to traffic
coordinator.
In July 2002, Ms. Sookarookoff left Alberta Forest Products Shippers Association
for her present position with Spruce Land Millworks (located in Spruce Grove,
Alberta, Canada) as manager of the shipping department, allowing her to use her
accumulated knowledge within the truck brokerage industry.
Ms. Sookarookoff is not an officer or director of any other reporting company
that files annual, quarterly or periodic reports with the United States
Securities and Exchange Commission.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to officers and board
members during the fiscal years ended November 30, 2010, 2009 and 2008. The
table sets forth this information for CreEnergy Corporation, including salary,
bonus, and certain other compensation to the Board members and named executive
officers for the past three fiscal years.
SUMMARY EXECUTIVES COMPENSATION TABLE
Non-qualified
Non-equity deferred
Stock Option incentive plan compensation All other
Salary Bonus awards awards compensation earnings compensation Total
Name and Position Year ($) ($) ($) ($) ($) ($) ($) ($)
----------------------- ---------- ----------- ---------- --------- --------- ---------------- ------------ --------------- --------
Shari Sookarookoff, 2010 0 0 0 0 0 0 0 0
President & CFO 2009 0 0 0 0 0 0 0 0
Director 2008 0 0 0 0 0 0 0 0
COMPENSATION OF DIRECTOR
We do not compensate our directors for their time spent on behalf of our
Company, but they are entitled to receive reimbursement for all out of pocket
expenses incurred for attendance at our Board of Directors meetings.
STOCK OPTION GRANTS
We did not grant any stock option to the executive officers during our most
recent fiscal year ended November 30, 2010.
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BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors of the Company will be responsible for reviewing and
determining the annual salary and other compensation of the executive officers
and key employees of the Company. The goals of the Company are to align
compensation with business objectives and performance and to enable the Company
to attract, retain and reward executive officers and other key employees who
contribute to the long-term success of the Company. The Company will provide
base salaries to its executive officers and key employees sufficient to provide
motivation to achieve certain operating goals. Although salaries are not
specifically tied to performance, incentive bonuses are available to certain
executive officers and key employees. In the future, executive compensation may
include without limitation cash bonuses, stock option grants and stock reward
grants. In addition, the Company may set up a pension plan or similar retirement
plans.
The Company has no pension, health, annuity, insurance, profit sharing or
similar benefit plans.
STOCK OPTIONS
The Company has no stock options outstanding.
FAMILIAL RELATIONSHIPS
None.
INDEMNIFICATION
The Nevada Revised Statutes contain provisions for indemnification of the
officers and directors of the Company. The Bylaws require the Company to
indemnify such persons to the full extent permitted by law. The Bylaws with
certain exceptions eliminate any personal liability of a director to the Company
or its stockholders for monetary damages to the Company or its stockholders for
gross negligence or lack of care in carrying out the director's fiduciary
duties. Nevada law permits such indemnification if a director or officer acts in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interest of the Company. A director or officer must be indemnified as to any
matter in which he successfully defends himself.
The officers and directors of the Company are accountable to the stockholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.
A stockholder may be able to institute legal action on behalf of himself and all
other similarly situated stockholders, to recover damages where the Company has
failed or has refused to observe the law. Stockholders may, subject to
applicable rules of civil procedure, be able to bring a class action or
derivative suit to enforce their rights, including rights under certain federal
and state securities laws and regulations. Stockholders who have suffered losses
in connection with the purchase or sale of their interest in the Company, due to
a breach of fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.
The Company may not be liable to its stockholders for errors in judgment or
other acts or omissions not amounting to intentional misconduct, fraud or a
knowing violation of the law, since provisions have been made in the Articles of
Incorporation and By-laws limiting such liability. The Articles of Incorporation
and By-laws also provide for indemnification of the officers and directors of
the Company in most cases for any liability suffered by them or arising out of
their activities as officers and directors of the Company, if they had not
engaged in intentional misconduct, fraud or a knowing violation of the law.
Therefore, purchasers of these securities may have a more limited right of
action that they would have except for this limitation in the Articles of
Incorporation and By-laws. The Company has been advised that, it is the position
of the SEC that, insofar as the foregoing provisions may be invoked to disclaim
liability for damages arising under the Securities Exchange Act of 1934, such
provisions are against public policy as expressed in the Securities Act and are
therefore unenforceable.
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The Company may also purchase and maintain insurance on behalf of directors and
officers, insuring against any liability asserted against such persons incurred
in the capacity of director or officer or arising out of such status, whether or
not the Company would have the power to indemnify such persons.
SHAREHOLDER PROPOSALS
As a general matter, the Company does not hold annual meetings of shareholders,
and, therefore, the anticipated date of a meeting of shareholders cannot be
provided. Any shareholder proposal that properly may be included in proxy
solicitation materials for a meeting of shareholders must be received by the
Company a reasonable time prior to the date voting instructions or proxy
materials are mailed to shareholders.
MORE INFORMATION
The Board of Directors of the Company is not aware that any matter other than
those described in this Information Statement is to be presented for the consent
of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO SHARI SOOKAROOKOFF, PRESIDENT,
CREENERGY CORPORATION, 601 UNION STREET, TWO UNION SQUARE, 42ND FLOOR, SEATTLE,
WASHINGTON 98101 TELEPHONE (206) 388-5498. A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE.
INQUIRIES
Shareholders may make inquiries by contacting Shari Sookarookoff at
206-388-5498.
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