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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
COMMODORE MINERALS, INC.
(Exact name of registrant as
specified in its corporate charter)
000-32621
-----------
Commission File No.
NEVADA 98-0336945
------ ----------
(State of Incorporation) (IRS Employer Identification No.)
1859 Spyglass Place, Suite 414
Vancouver, BC Canada V5Z 4K6
(Address of principal executive offices)
(604) 872-4107
(Issuer's telephone number)
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COMMODORE MINERALS, INC.
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
September 28, 2001 to the holders of shares of common stock, par
value $.001 per share (the "Common Stock") of Commodore Minerals,
Inc., a Nevada corporation (the "Company") as of September 28,
2001. On September 28, 2001, Grayson Hand ("Seller"), the
majority shareholder, executive officer and a director of the
Company, entered into a Stock Purchase Agreement (the "Purchase
Agreement") with Wei Zhou, an individual resident of Hong Kong
("Mr. Zhou" or "Purchaser"). The Purchase Agreement anticipates
that Seller will sell to Purchaser 7.0 million shares of Common
Stock representing approximately 51.7% of the Company's
outstanding shares of Common Stock. As a condition to the
closing under the Purchase Agreement, the Company's current Board
of Directors (the "Current Board") will appoint Mr. Zhou and Mr.
Hans Schuld as members of the Company's Board of Directors, and
then tender their respective resignations from the Board to be
effective ten days after the delivery of this Information
Statement. Following the effective date of the resignation of
the members of the Current Board, Mr. Zhou and Mr. Schuld will
become the directors of the Company.
Neither Mr. Zhou nor Mr. Schuld will 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, as amended, 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 28, 2001, there were 13,544,000 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 28, 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.
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Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
-------------- -------------------- -------------------- ----------
Common Stock Grayson Hand, President 7,000,000 51.7%
Chief Executive Officer
and Director
Suite 414,
1859 Spyglass Place
Vancouver, BC,
Canada V5Z 4K6
Common Stock Gordon Keevil 1,000 (3)
3790 Southridge Avenue
West Vancouver, BC,
Canada V7V 3J1
Common Stock All officers and directors
as a Group (2 persons) 7,001,000 51.7%
========== =========
--------------------------------
(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 13,544,000 shares issued and outstanding.
(3) Less than one percent.
Changes in Control
------------------
On September 28, 2001, Purchaser and Seller entered into the
Purchase Agreement, pursuant to which Purchaser would acquire 7.0
million shares (approximately 51.7% of the outstanding shares of
Common Stock) for an aggregate purchase price of $370,000. The
consideration for the acquisition will be paid from the personal
funds of the Purchaser. The purchase of the shares of Common
Stock is anticipated to be consummated in a private transaction
and, upon the consummation of the transaction, Mr. Zhou may be
considered to "control" the Company. As a condition to the
closing under the Purchase Agreement, the Current Board will
appoint Mr. Zhou and Mr. Schuld to the Company's Board of
Directors, and then the Current Board and all officers will
resign. The appointment of Mr. Zhou and Mr. Schuld and the
resignation of the Current Board would be effective on the tenth
(10th) day following the mailing of this Information Statement, or
on or about October 8, 2001.
DIRECTORS AND EXECUTIVE OFFICERS
Legal Proceedings
-----------------
The Company is not aware of any legal proceedings in which
Purchaser, 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 Purchaser, or 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.
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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. Our
directors are appointed for one-year terms to hold office until
the next annual general meeting of our shareholders or until
removed from office in accordance with our bylaws. Our Board of
Directors does not have any standing audit, nominating,
compensation or other committees. Our officers are appointed by
our Board of Directors and hold office until their death,
resignation or removal by our Board of Directors. There are no
family relationships among any of the directors and officers.
Name Age Position(s)
---- --- -----------
Wei Zhou (1) 33 Incoming Director
Hans Schuld (2) 53 Incoming Director
Grayson Hand (3) 63 Resigning President, Chief Executive Officer,
Secretary and Treasurer, and Director
Gordon Keevil (4) 47 Resigning Director
(1) Mr. Wei Zhou is anticipated to become a director on or about
October 8, 2001, following the closing under the Purchase
Agreement. Thereafter, we further expect Mr. Zhou to become
our Chief Executive Officer where he will be responsible for
all day-to-day affairs of the Company. From January 1997
through September 27, 2001, Mr. Zhou served as Managing
Director of Tai Pan Trading GmbH, a Frankfurt, Germany-based
enterprise that distributed mobile telecommunications
equipment worldwide.
(2) Mr. Hans Schuld is anticipated to become a director on or
about October 8, 2001, following the closing of the Purchase
Agreement. In 1993, Mr. Schuld accepted a position with IBM's
European Headquarters serving as Program Manager of RS6000
Supply and Demand Operations for Europe and certain emerging
countries in the Middle East and Africa. Mr. Schuld retired
from IBM in June 2000.
(3) Mr. Grayson Hand is our current President, Secretary,
Treasurer and Chief Executive Officer and is a member of our
Board of Directors. From September, 2000 to the date hereof,
Mr. Hand has been President and a Director of Commodore
Minerals. We appointed him as President and to the board on
September 20, 2000. Mr. Hand is expected to resign as a
director upon the consummation of the Purchase Agreement, to
be effective ten days after the mailing of this Information
Statement to our stockholders. From July 1995 through January
1997, Mr. Hand served as President and as a Director of Leigh
Resources Corporation (LRC), now known as Upland Resources
Corp., a publicly traded company on the Canadian Venture
Exchange. During his tenure as President, LRC engaged
primarily in mineral exploration. From January 1997 through
February 1999, Mr. Hand continued to serve as a director of
LRC. From October, 1996, Mr. Hand has served as a Director of
Clan Resources Ltd., also a company engaged in mineral
exploration and publicly traded on the Canadian Venture
Exchange. From 1999 through September 2000, Mr. Hand served as
the President and as a Director of Adventure Minerals Inc., a
mineral exploration company which is a reporting company under
the provisions of the Securities Exchange Act of 1934.
(4) Mr. Gordon A. Keevil is a current Director of Commodore
Minerals. Mr. Keevil was appointed a Director of Commodore
Minerals on December 18, 2000. Mr. Keevil is expected to
resign as a Director upon the consummation of the Purchase
Agreement, to be effective ten days after the mailing of this
Information Statement to our stockholders. From February 1995
through March 1997, Mr. Keevil served as a consultant
geologist for Spokane Resources Ltd., a mineral company
focusing on exploration for copper, gold and molybdenum.
During the same period he was also a consultant geologist for
Ivory Oil and Gas, a mineral exploration company specializing
in nickel and copper. From October 1997 to March 2000, Mr.
Keevil served as a director of Stealth Ventures, a mineral
exploration firm on the exploration of palladium. From August
1999 to September 2000 her also served as a director of
Adventure Minerals Inc., a reporting company under the
Securities Exchange Act of 1934. From March 1997 to the date
hereof he has served as a director of Leigh
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Resources Corporation, now known as Upland Resources Corp, a mineral
exploration firm specializing in gold and copper. From
November 2000 to the present he served as a director of Castle
Metals Corp, a mineral exploration firm specializing in gold.
Mr. Keevil graduated from Queen's University in 1975 with a
degree in geology. Spokane Resources Ltd., Stealth Ventures,
Leigh Resources Corporation and Castle Metals Corp are all
publicly traded companies.
Certain Relationships and Related Transactions
----------------------------------------------
Other than as set forth below, none of the following parties has,
since the Company's date of incorporation, had any material
interest, direct or indirect, in any transaction with the Company
or in any presently proposed transaction that has or will
materially affect the Company:
* Any of the Company's directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights attached
to the Company's outstanding shares of common stock;
* Any of the Company's promoters;
* Any relative or spouse of any of the foregoing persons who
has the same house as such person.
The Company entered into a management agreement with WFC
Management Corporation, a company controlled by Mr. Grayson Hand,
the president and a director of the Company. The Company and
WFC Management Corporation have agreed to the termination of this
management agreement as a condition of closing of the Purchase
Agreement.
The Company acquired from Mr. Gordon Keevil, one of the Company's
directors, the option to earn a 51% interest in the Clisbako
mineral claim properties. The option agreement is proposed to be
terminated upon appointment of Mr. Zhou and Mr. Schuld as the
directors of the Company.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
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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 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) during the most recent fiscal year.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
--------------------------------
Summary Compensation Table
The table below summarizes all compensation awarded to, earned
by, or paid to the Company's executive officers by any person for
all services rendered in all capacities to the Company for the
fiscal period ended November 30, 2000:
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/* LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs (#)payouts($)tion
---- ----- ---- ------ ----- ------ ------- ------- --------- ----
Grayson
Hand President, 2000 $ 0 0 0 0 0 0 0
CEO and
Director
Other than compensation paid to WFC Management Corporation, the
Company currently does not pay, and since its inception in
September of 2000 has not paid, any cash salaries, bonuses or
other compensation. Since its inception, the Company has not ha
d any long term compensation plan, such as option plans, stock
awards, stock appreciation rights or long term incentive plans.
The Company has never granted any stock options to its executive
officers or directors.
Management Agreement
Mr. Grayson Hand, the Company's current president and a director,
provides his services to the Company pursuant to a management
agreement between the Company and WFC Management Corporation, a
company controlled by Mr. Grayson Hand. The Company pays WFC
Management Corporation a management fee of $750 per month for a
thirteen-month term in consideration for WFC Management
Corporation providing management and administration services.
These services include the services of Mr. Hand and provide that
he is not required to spend more than 15% of his business time on
the Company's business. The Company and WFC Management
Corporation have agreed to the termination of this management
agreement as a condition of closing of the Purchase Agreement.
We do not have any employment or consultant agreement with Mr.
Keevil and we do not pay Mr. Keevil any amount for acting as a
director of Commodore Minerals.
Dated: September 28, 2001 By Order of the Board of Directors
COMMODORE MINERALS, INC.
/s/ Grayson Hand
_______________________
Grayson Hand, President
President
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