SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
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of the Securities Exchange Act of 1934
We Are Not Asking You for a Proxy and
You are Requested Not To Send Us a
Proxy Check the appropriate box:
[] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[XX] Definitive Information Statement
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SNELLING TRAVEL, INC.
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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:
Common, $.001 par value
2) Aggregate number of securities to which transaction applies:
44,225,000 shares
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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): NA
4) Proposed maximum aggregate value of transaction: NA
5) Total fee paid: NA
TABLE OF CONTENTS Page
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NOTICE OF SPECIAL MEETING ................................................ 1
INFORMATION CONCERNING VOTING ............................................ 2
PROPOSALS YOU MAY VOTE ON ................................................ 2
PROPOSAL I-SHARE REVERSAL ................................................ 2
PROPOSAL II-CHANGE OF DOMICILE ........................................... 3
SECURITY OWNERSHIP OF MANAGEMENT ......................................... 3
EXECUTIVE COMPENSATION ................................................... 4
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 ..... 4
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS ................................ 4
OTHER MATTERS ............................................................ 4
SIGNATURES ............................................................... 5
SNELLING TRAVEL, INC., INC.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
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To Be Held JULY 25, 2002
The Special Meeting of the Shareholders of SNELLING TRAVEL, INC., Inc. (the
"Company") will be held on July 25, 2002 at 2:00 p.m., local time, at the Office
of SNELLING TRAVEL, INC., Inc. at 4636 Village Drive, Fernandina, Florida 32034,
for the following purposes:
A. To vote on the Board of Director's recommendation to complete a reverse
split of the common shares of the company, whereby each one hundred (100)]
shares of the registrant will be exchanged for one (1) share of the
company's common .001 par stock; and
B. To authorize the registrant to change its domicile from the State of
Colorado to the State of Nevada; and
C. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on June 27, 2002 as the
record date for determining shareholders entitled to notice of and to vote at
the Special Meeting or any adjournment thereof. Only shareholders of record of
the Company's Common Stock at the close of business June 27, 2002 are entitled
to notice of and to vote at the Special Meeting and any adjournment thereof.
The number of shares of Common Stock outstanding and entitled to vote at the
Special Shareholders' Meeting is 44,225,000. The Company is not asking for a
Proxy from any shareholder.
The enclosed Notice of Meeting provides you with detailed information about the
meeting. In addition, you may obtain information about SNELLING TRAVEL, INC.
from documents filed by SNELLING TRAVEL, INC. with the Securities Exchange
Commission, copies of which are available by contacting SNELLING TRAVEL, INC. We
encourage you to read this entire document carefully. By Order of the Board of
Directors:
/s/ Rollins C. Snelling, Jr.
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Rollins C. Snelling, Jr.
Chairman
July 3, 2002
SNELLING TRAVEL, INC., INC.
4636 Village Drive, Fernandina, Florida 32034
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NOTICE OF SPECIAL MEETING
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We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
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July 3, 2002
INFORMATION CONCERNING VOTING
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General
The Company is not soliciting proxies; the Board has a sufficient number of
votes committed to the approval of Proposal 1 and Proposal 2. Therefore, it is
not necessary that the Board solicit proxies from shareholders.
Voting Rights
The holders of record of Common Stock at the close of business on June 27,
2002 will be entitled to notice and to vote at the Special Meeting. At the close
of business on June 27, 2002 the Company had outstanding and entitled to vote
44,225,000 shares of Common Stock.
PROPOSAL 1
SHARE REVERSAL
The Board of Directors believes that it will be in the best interest of the
company if the present issued and outstanding shares be reversed. The Board
recommends that each one hundred (100) shares of the company's .001 par common
shares be reverse split into one (1) share. As this will be done on a pro rata
basis, the relative ownership of each shareholder will not be diluted.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 1
PROPOSAL 2
CHANGE IN THE COMPANY'S DOMICILE FROM
COLORADO TO NEVADA
The Board of Directors has determined that it will be in the best interest
of the Company to change its domicile from Colorado to Nevada. A Nevada domicile
will allow the company to take advantage of various advantageous tax matters.
Additionally, the costs associated with a Nevada domicile are less than in
Colorado. The Board also believes that the laws of the state of Nevada are more
conducive to the corporate structure of the company.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of June 27, 2002, by: (i) each director and
nominee for director; (ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and directors of the Company as
a group; and (iv) all those known by the Company to be beneficial owners of more
than five percent of its Common Stock.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, each of the stockholders named in this
table has sole voting and investment power with respect to the shares indicated
as beneficially owned. Applicable percentages are based on 44,225,000 shares
outstanding on June 27, 2002, adjusted as required by rules promulgated by the
Securities and Exchange Commission.
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Amount and Nature
of Beneficial
Name of Beneficial Ownership
Title of Class Owner Percent of Class
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Common Stock Brian Mallon 14,500,000 32.7%
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Common Stock Rollins Snelling (1) 14,500,000 32.7%
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(1) Mr. Snelling is the President and a Director of the registrant.
EXECUTIVE COMPENSATION
Rollins C. Snelling, Jr. is the President and a Director of the registrant
and he currently receives no salary or other benefits. Gregory J. Simonds is
vice president and a Director of the company and received no salary or other
benefits. Additionally the company does not expect to pay any compensation to
its officers or directors in the foreseeable future.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Rollins C. Snelling, Jr., age 55, is the President and director of the
company. Mr. Snelling had been with the company since its inception. Mr.
Snelling owns or controls 14,500,000 shares of the registrant.
Gregory J. Simonds, age 51 is an officer and director of the company. He
owns no shares of the company.
Brian T. Mallon is not an officer or director of the company. Mr. Mallon
owns 32.7% of the issued and outstanding shares of the registrant.
Based upon a review of forms submitted to the registrant, neither Mr.
Snelling nor Mr. Mallon has timely filed all reports required to be filed
pursuant to Section 16(a) of the Exchange Act.
Delivery of Documents to Security Holders Sharing an Address
Each security holder will be sent a copy of this information statement,
even if sharing an address with another security holder.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Special Meeting. If any other matters are properly brought
before the meeting, it is the intention of the Directors to recommend to the
shareholders present to vote on such matters in accordance with their best
judgment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SNELLING TRAVEL, INC.
Date: July 3, 2002
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By: /s/ Rollins C. Snelling Jr.,
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Rollins C. Snelling, Jr., Chairman