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 THEREUNDER
COLUMBIALUM, LTD.
(Exact name of registrant as
specified in its corporate charter)
0-29485
-------------
Commission File No.
NEVADA 33-0850639
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(State of Incorporation) (IRS Employer
Identification No.)
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
(Address of principal executive offices)
(949) 719-1977
(Issuer's telephone number)
COLUMBIALUM, LTD.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about October 1, 2001
to the holders of shares of common stock, par value $0.001 (the "Common Stock")
of Columbialum, Ltd., a Nevada corporation (the "Company"), as of September 27,
2001. You are receiving this Information Statement in connection with the
possible election of one person designated by the majority of the Company's
stockholders to fill all of the seats on the Company's Board of Directors (the
"Board").
On September 27, 2001, M. Richard Cutler and Vi Bui, the majority shareholders
of the Company entered into an Agreement with Premier Ventures, Inc., a Florida
corporation, and Premier Ventures, Inc., entered into an Agreement with Work
Holdings, LLC, which results in a restructuring of the Company's management,
Board of Directors, and ownership.
Pursuant to the terms of the Agreement, Mr. Cutler and Mr. Bui sold 974,000
shares of the Company, representing at that time 97% of the outstanding common
stock, through Premier Ventures, Inc. to Work Holdings, LLC. As consideration
for the purchase of the shares, Work Holdings paid the sum of $100,000 cash.
On September 27, 2001, in accordance with the agreements, the Board of
Directors received a letter of resignation from its sole Board member,
Mr. Cutler, which is effective upon the appointment of a new Board of Directors.
Pursuant to the Agreement, Mr. Cutler appointed Rene Morissette as the sole
director of the Company. Mr. Morissette will not take office until at least
ten days after this Information Statement is mailed or delivered to all Company
shareholders in compliance with Section 14(F) of the Securities Exchange Act of
1934 and Rule 14F-1 thereunder.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities of the Company
------------------------------------
On September 27, 2001, there were 1,000,000 shares of common stock issued and
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
---------------------------------------------------------------------
The following table sets forth, as of September 27, 2001, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
---------------------------------- ----------------------- -------------------- -----------
Common Stock Work Holdings, LLC 974,000 97.4%
1102 N. Florida Ave.
Tampa, FL 33602
Common Stock Rene Morissette (3) 974,000 97.4%
1102 N. Florida Ave.
Tampa, FL 33602
Common Stock All Officers and Directors as a
Group (1 person) 974,000 97.4%
========== ===========
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(2) Based upon 1,000,000 shares issued and outstanding.
(3) Work Holdings, LLC, a Florida limited liability company, owns 974,000
shares of common stock of Columbialum. Mr. Morissette is deemed
beneficial owner of these shares. Mr. Morissette is the operating
manager of Work Holdings, LLC. Mr. Morissette is also the sole officer
and director of Columbialum.
Changes in Control
--------------------
On September 24, 2001, Premier Ventures, Inc., a Florida corporation,
acquired 974,000 restricted common shares of Columbialum, Ltd. from M. Richard
Cutler and Vi Bu in a private purchase transaction. On September 27,
2000, Work Holdings, LLC acquired the same 974,000 shares from Premier Ventures,
Inc. in a private purchase transaction. Work Holdings became the "control
person" of the Registrant as that term is defined in the Securities Act of 1933,
as amended. Simultaneously with this transaction, the Board of Directors of
Columbialum, Ltd. nominated Rene Morissette to the Board of Directors and all
former officers and directors resigned. Rene Morissette was then named
President, Secretary and Treasurer of Columbialum, Ltd.
Prior to the sale, the Company had 1,000,000 shares of common stock
outstanding.
DIRECTORS AND EXECUTIVE OFFICERS
Legal Proceedings
------------------
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material interest adverse to the Company.
Directors and Executive Officers
-----------------------------------
The following table sets forth the names and ages of the current and
incoming directors and executive officers of the Company, the principal offices
and positions with the Company held by each person and the date such person
became a director or executive officer of the Company. The executive officers
of the Company are elected annually by the Board of Directors. The directors
serve one year terms until their successors are elected. The executive officers
serve terms of one year or until their death, resignation or removal by the
Board of Directors. Unless described below, there are no family relationships
among any of the directors and officers.
Name . . . . . . . . . Age Position(s)
---------------------- --- --------------------------------------------
Rene Morissette 53 President, Secretary, Treasurer and Director
Mr. Morissette was elected to the Board of Directors and as President, Secretary
and Treasurer of Columbialum, Ltd. ("Columbialum") on September 27, 2001. From
its inception in September, 2001 until present Mr. Morissette also serves as
Operating Manager of Work Holdings, LLC, a Florida limited liability
corporation. Since 1981, Mr. Morissette works as a revenue agent and a senior
auditor with the Department of Defense. His primary function is performing
audits of large publicly held corporations. Mr. Morissette also developed a
private tax and financial consulting practice, serving as President of Rene
Morissette, Professional Association since 1981. In this endeavor, Mr.
Morissette provides independent financial consulting for public and private
companies. Mr. Morissette also served four years in the Navy, including two
combat tours in Vietnam. Mr. Morissette earned a BS Degree with Honors from the
University of South Florida in Tampa, Florida.
Certain Relationships and Related Transactions
--------------------------------------------------
Not applicable
Compliance with Section 16(a) of the Securities Exchange Act of 1934
------------------------------------------------------------------------------
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 SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, none of the officers, directors or shareholders
of the Company was delinquent in any necessary filings under Section 16(a).
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
-----------------------------------
We currently do not pay any cash salaries to any officers or directors.
Summary Compensation Table
----------------------------
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 1999
and 2000. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.
SUMMARY COMPENSATION TABLE
Annual Paid Compensation Long Term Compensation
------------------------- ------------------------
Awards Payouts
--------------------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LTIP OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
YEAR ($) ($) ($) ($) SARS (#) ($) ($)
NAME AND
PRINCIPAL
POSITION
----------------------------------------------------------------------------------------------------------------------------
M. Richard Cutler 2000 -0- -0- -0- -0- -0- -0- -0-
(President, (12/31)
Treasurer,
Secretary)
------------------
1999 -0- -0- -0- -0- -0- -0- -0-
(12/31)
-------
1998 -0- -0- -0- -0- -0- -0- -0-
(12/31)
-------
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME GRANTED (#) YEAR ($/SH) EXPIRATION DATE
-------------------------------------------------------------------------------------------------------------------------
M. Richard Cutler None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of Unexercised In
Number of Unexercised The-Money Option/SARs
Shares Acquired Securities Underlying At FY-End ($)
On Value Options/SARs At Fy-End (#) Exercisable/Unexercisable
Name Exercise (#) Realized ($) Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------
M. Richard Cutler N/A N/A None N/A
Dated: October 1, 2001 By order of the Board of
Directors
/s/ M. Richard Cutler
_________________________
M. Richard Cutler
President