UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
Under the Securities Exchange Act of 1934
ONEDENTIST RESOURCES, INC.
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(Exact name of registrant as
specified in its corporate charter)
0-33437
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Commission File No.
Colorado 31-1664473
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(State of Incorporation) (IRS Employer Identification No.)
5459 S. Iris Street
Littleton, Colorado 80123
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(Address of principal executive offices)
(303) 932-9998
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(Registrant's telephone number, including area code)
March 21, 2003
OneDentist Resources, Inc.
Schedule 14f-1
INTRODUCTION
This Information Statement is being furnished to you and the other
shareholders of OneDentist Resources, Inc. ("we" or the "Company") pursuant to
Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder,
in connection with a proposed change in our Board of Directors. This change may
result from the proposed equity exchange (the "Exchange") between the Company
and the equity owners of certain privately held companies engaged in the
residential home building and real estate development industries currently
operating under the names "Ashcroft Homes" and "Tesoro Homes." If the Exchange
is completed, our Board of Directors will be replaced by individuals appointed
by the equity owners of the private companies. None of our shareholders will
have the opportunity to vote on the Exchange. We are providing this Schedule to
you in order to keep you informed of important developments affecting our
company.
THE EXCHANGE
The Exchange is described in a Plan and Agreement of Reorganization
between the Company and equity owners of these private companies dated December
27, 2002, as amended ("Exchange Agreement"). We have filed a copy of the
original Exchange Agreement with the Securities and Exchange Commission
("Commission") with our Current Report on Form 8-K dated December 27, 2002 and
expect that the Third Amendment to the Exchange Agreement will be similarly
filed in the future.
The following privately held entities are parties to the Exchange Agreement
with us: Ashcroft Homes, Inc., a Colorado corporation ("Ashcroft"), Absolute
Construction Services, LLC, a Colorado limited liability company ("Absolute"),
Peregrine Sanctuary, LLC, a Colorado limited liability company ("Peregrine"),
Stonegate Capital Corporation, a Delaware corporation ("Stonegate"), Tesoro
Homes @ Tallyn's Reach, LLC, a Colorado limited liability company ("Tesoro") and
West Gold Holdings, Inc., a Colorado corporation ("West Gold"). Ashcroft,
Absolute, Peregrine, Stonegate, Tesoro and West Gold are sometimes referred to
collectively herein as the "Ashcroft Entities". The owners of equity in the
Ashcroft Entities are sometimes collectively referred to herein as the "Ashcroft
Equity Owners." The Ashcroft Entities are all privately held companies engaged
in the residential home building and real estate development industries,
primarily along the front range of Colorado. If the Exchange is completed, it is
anticipated that the Ashcroft Entities will become subsidiaries of the Company
and we will continue the business of the Ashcroft Entities.
To accomplish the Exchange, we have agreed to issue to the Ashcroft Equity
Owners an aggregate of 12,954,060 shares of our Common Stock and 1,350,000
shares of our Series A Convertible Preferred Stock (the "Exchange Shares"). The
Series A Convertible Preferred Stock will be convertible into our common stock
on a one for one basis. All references to our common stock in this Schedule have
been adjusted to reflect a one for ten (1:10) reverse split of our common stock
effective December 3, 2002. We also contemplate a one for three and one-half
(1:3.5) reverse split of our common stock to be effective following formal
approval of the split at our shareholders' meeting scheduled for March 31, 2003.
Upon completion of the
2
Exchange (the "Closing Date"), our sole officer and director Philip J. Davis
(the "Outgoing Director") will resign and be replaced by new directors
designated by the Ashcroft Equity Owners (the "Incoming Directors").
At the closing of the Exchange, anticipated to occur no later than March
31, 2003, but not earlier than ten days following filing of this Schedule with
the Commission and mailing it to our shareholders, seven Incoming Directors
shall be appointed by the Ashcroft Equity Owners to replace the Outgoing
Director of the Company. The change in directors is intended to be effective at
the closing of the Exchange, but no earlier than ten (10) days after the date on
which this Schedule is filed with the Commission and mailed to all holders of
record of our common stock. There is no assurance that the closing will occur,
as completion of the transaction is subject to a number of contingencies,
including continuing due diligence and execution and receipt of necessary
closing documents. You can obtain information about the closing in the future by
viewing documents filed by us with the Commission at its web site at
www.sec.gov.
VOTING SECURITIES
After taking into account the one for ten reverse stock split effective
December 3, 2002 and other transactions since that date, there are currently
5,562,690 shares of our common stock outstanding. Following approval and
completion of another reverse split of our common stock on a one for three and
one-half basis on March 31, 2003, that number will be reduced to 1,589,340
shares. Each share of common stock entitles the holder thereof to one vote on
each matter that may come before a meeting of the shareholders. Upon the Closing
Date, and following the issuance of the Exchange Shares, there will be
14,543,400 shares of our Common Stock outstanding and 1,350,000 shares of our
Series A Convertible Preferred Stock (the "Series A Preferred Stock")
outstanding. Each share of our Series A Preferred Stock will entitle the holder
to five votes for each share held of record by them on each matter on which the
shareholders are entitled to vote and holders of the Series A Preferred Stock
will vote with holders of our common stock.
We may also issue shares of another series of preferred stock, to be
designated Series B Convertible Preferred Stock, to one or more creditors of the
Ashcroft Entities at or after the Closing Date, although no specific commitments
are currently in place. If issued, any holder of Series B Convertible Preferred
Stock would be entitled to one vote per share and would vote with the holders of
common stock and Series A Preferred Stock on all matters on which the
shareholders are entitled to vote. There are currently no shares of the
Company's preferred stock outstanding. The Company has no other securities,
voting or nonvoting, outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's voting securities as of the Closing Date by (i) each
of the Incoming Directors; (ii) each executive officer of the Company
anticipated to be appointed at the Closing; (iii) each person who will be the
beneficial owner of more than five percent of the Company's voting securities;
and (iv) all of the Incoming Directors and executive officers as a group. None
of the Incoming Directors own any shares of our stock at present; the stock
ownership shown in the table below represents stock to be issued at closing of
the Exchange.
3
Unless otherwise noted, the address of each individual or entity is that of
Ashcroft Homes, Inc., 56 Inverness Drive East, Suite 105, Englewood, CO 80112.
All share ownership listed in the table is direct, unless otherwise indicated.
All of the share amounts assume that the reverse stock split proposed for March
31, 2003 has been completed but that no Series B Preferred Stock has been
issued.
4
Name and Address of Amount and Nature
Title of Class Beneficial Owners of Beneficial Ownership Percent of Class
- -------------- ---------------------------------- ----------------------- ----------------
Common Richard O. Dean (1,2,3) 6,488,601 44.62%
Common Reagan K. Dean (4) 6,488,601 44.62%
Preferred Richard O. Dean (1,2,5) 675,000 50%
Preferred Reagan K. Dean (5) 675,000 50%
Common Joseph A. Oblas (1,2) 1,197,708 8.24%
Common Peter C. Gonzalez (2) 1,197,708 8.24%
Common Daniel S. Connerly (2) 0 0%
Common William Watson 750,000 5.16%
Common James C. Sanford (2) 0 0%
Common M. Kirk Ludwick (2) 0 0%
Common Bruce E. Shugart (1) 0 0%
4185 County Road 154
Glenwood Springs, CO 81601
Common John Chen (1) 0 0%
331 Player Club Drive
Castle Rock, CO 80104
Common David A. Skudneski (1) 0 0%
5429 So. Kearney Street
Greenwood Village, CO 80111
Common Christopher D. Scurto (1) 0 0%
3320 Dinero Place
Castle Rock, CO 80108
Common Myles L. Bruckal (1) 0 0%
3224 Watt Road
Kelowna, BC Canada
V1W 3C8
Common All Incoming Officers and Directors as 8,884,017 61.09%
a group (11 persons) (3,6)
Preferred All Incoming Officers and Directors as 675,000 50%
a group (11 persons) (5)
5
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(1) Incoming Director.
(2) Proposed Executive Officer.
(3) Includes 2,017,271 shares held by Mr. Dean's wife, of which he disclaims
beneficial ownership.
(4) Includes 4,471,330 shares held by Ms. Dean's husband, of which she
disclaims beneficial ownership.
(5) Each holder of the Series A Preferred Stock will own 50% of the outstanding
Preferred Stock. However, the Preferred Stock will vote as a class with the
Common Stock and each share of the Preferred Stock entitles the holder to
five votes for each share held of record. Therefore, the preferred stock
owned by each preferred shareholder represents the right to 3,375,000
votes, or 15.85% of the outstanding voting stock.
(6) Excludes any shares of preferred stock. If the Series A Preferred Stock is
included, the officers and directors will own 73.42% of the outstanding
voting stock.
CHANGE IN CONTROL
In connection with the Exchange Agreement, the Company will issue an
aggregate of 12,954,060 shares of Common Stock and 1,350,000 shares of Series A
Preferred Stock to the Ashcroft Equity Owners in exchange for the equity
interests owned by the Ashcroft Equity Owners. The former shareholders and
members of the Ashcroft Entities will therefore acquire 89.1% of our outstanding
common stock and 90% of our outstanding voting stock representing the right to
vote 92.5% of our voting stock. At the same time, the Outgoing Director shall
resign his position as director and officer of the Company. At the Closing Date,
and following delivery and filing of this Schedule 14f-1, the seven Incoming
Directors will become the sole members of the Board. As a result, the Company
will have experienced a change in control.
The Company knows of no other arrangement or events, the happening of which
will result in a change in control.
LEGAL PROCEEDINGS
No material legal proceedings, to which the Company is a party or to which
the property of the Company is subject, is pending or is known by the Company to
be contemplated. Also, 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
Incoming Director, proposed executive officer, future beneficial owner or any
affiliate of any such director, officer, affiliate of the Company or security
holder is a party adverse to the Company or any of its subsidiaries or has a
material interest adverse to the Company or any of its subsidiaries. See,
"Directors and Executive Officers" below for a description of certain legal
proceedings involving certain Incoming officers and Directors.
6
DIRECTORS AND EXECUTIVE OFFICERS
As described above, in connection with the Exchange Agreement, the Outgoing
Director will resign as an executive officer and director of the Company as of
the Closing Date. The following information relates to the Incoming Directors
and executive officers which are anticipated to become directors and executive
officers upon the Closing Date and filing and delivery of this Schedule 14f-1,
each of which has agreed to serve if appointed:
Incoming Directors/Officers: Age: Position:
- --------------------------------------------------------------------------------
Richard O. Dean 46 Chief Executive Officer,
Chairman of the Board and Director
Joseph A. Oblas 30 President and Director
James C. Sanford 36 Chief Operating Officer
Daniel S. Connerly 40 Chief Financial Officer,
Treasurer
Peter C. Gonzalez 30 Controller and Secretary
M. Kirk Ludwick 48 Vice President of Business
Development and General Counsel
Bruce E. Shugart 50 Director
John H. Chen 44 Director
David A. Skudneski 42 Director
Christopher D. Scurto 41 Director
Myles L. Bruckal 49 Director
Each of the Incoming Directors will serve a term of office that shall
continue until the next annual meeting of shareholders and until his successor
has been duly elected and qualified. Officers of the Company will serve at the
pleasure of the Board of Directors.
No family relationships exist between any of the Incoming officers or
Directors of the Company.
7
BUSINESS EXPERIENCE
The following information summarizes the business experience of the
Incoming Directors and incoming officers for at least the last five years:
Richard O. Dean
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Mr. Dean has been the president and a director of Ashcroft Homes, Inc.
since 1998. Prior to that, he acted in a similar capacity for a predecessor of
Ashcroft. Mr. Dean is also a manager or managing member of Ashcroft Homes of
Northern Colorado, LLC, Tesoro Homes @ Tallyn's Reach, LLC, Peregrine Sanctuary,
LLC, and Absolute Construction Services, LLC. He divides his time between all of
these entities. Together, these entities constructed and sold in excess of $30
million of homes and other residential construction services on an unaudited
basis during 2002. In these positions, Mr. Dean is responsible for overseeing
all phases of the companies' business and for negotiating significant
transactions in which the companies are involved, including financing
transactions.
Mr. Dean is also the president and director of West Gold Holdings, Inc., a
position he has occupied since 1994. West Gold is a developer of residential
real estate in Colorado, primarily for the Ashcroft entities. We propose to
acquire all of the equity interests of Ashcroft Homes, Tesoro Homes @ Tallyn's
Reach, Absolute Construction Services, Peregrine, and West Gold pursuant to the
Exchange Agreement.
Prior to his association with the Ashcroft Entities, Mr. Dean was active in
developing real estate on the western slope of Colorado, primarily near Rifle
and in proximity to the proposed shale oil project undertaken by Exxon Oil
during the 1980's. Following Exxon's withdrawal from that project, and its
subsequent economic effect on the community, Mr. Dean left the western slope and
settled in Colorado Springs, where he eventually resumed his activities in the
real estate and construction industries. During this transition and primarily
due to his business activities on the western slope, Mr. Dean filed for
protection from creditors under Chapter 7 of the United States Bankruptcy Code
and was discharged from his debts in 1991. Mr. Dean was also involved in certain
matters of litigation arising from that development business, all of which were
subsequently settled, discharged or resolved.
Joseph A. Oblas
- ---------------
Mr. Oblas is currently the president and acted as a founder of Stonegate
Capital Corporation, a private Delaware corporation organized to acquire and
develop real estate and construct residential homes in Colorado. The company
currently owns a portfolio of loans secured by interests in real estate, but is
still in the development stage, with no significant revenue from operations. Mr.
Oblas has been the president of the company since its inception in February of
2002. Stonegate is one of the Ashcroft Entities proposed to be acquired by us in
connection with the Exchange.
8
In 1994, Mr. Oblas acted as a founder of Juice Stop Franchising Corporation
and was the chief financial officer of that entity until August of 1998, when
the company obtained financing from a third party venture capital firm and
surrendered control of its board of directors. Juice Stop was a franchisor and
operator of juice and health food retail outlets. Subsequent to his resignation
as chief financial officer, Juice Stop filed for protection from its creditors
under Chapter 11 of the Bankruptcy Code, which filing was subsequently converted
to a liquidation under Chapter 7. As one of the founders of Juice Stop, Mr.
Oblas had guaranteed certain lease and other corporate obligations of that
entity. Following its bankruptcy, Mr. Oblas was involved in certain matters of
litigation relating to his personal guarantee of the Juice Stop obligations and
other corporate matters. Most of those lawsuits have subsequently been resolved
or settled, although at least one outstanding judgment remains.
Immediately prior to his position with Stonegate, Mr. Oblas acted as a
founder and chief executive officer of Glacier Distribution Company, later
called Crosspoint Foods Corporation, a wholesale distributor of food products
and principal supplier to Juice Stop. Mr. Oblas acted as the chief executive
officer of Glacier from March of 1999 to March of 2001. Glacier was eventually
forced to absorb substantial losses as a result of uncollectable receivables
stemming from the financial problems of Juice Stop. As one of the founders of
Glacier, Mr. Oblas personally guarantied certain of its obligations. As a
result, Mr. Oblas was involved in certain matters of litigation relating to
those personal guarantees, substantially all of which have been resolved or
settled.
While Mr. Oblas was chief executive officer of Glacier, the Company
received notice that the United States Department of Agriculture had commenced
administrative proceedings against the company for failing to comply with
payment provisions and failure to obtain a license under the Perishable
Agricultural Commodities Act of 1930 ("PACA"). Later, an action was commenced in
the United States District Court of Colorado for a civil penalty arising from
the failure of the company to obtain that license. A default judgment against
the company resulted from that action. Neither of these proceedings were
communicated to the board of directors of Glacier. Both actions were eventually
settled by the company. In connection with these activities, the company
accepted the resignation of Mr. Oblas as an officer and director of the company.
Daniel S. Connerly
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Mr. Connerly became the chief financial officer of Ashcroft Homes, Inc. on
February 1, 2003. From 1990 until its acquisition by Beazer Homes USA, Inc.
(NYSE:BZH), Mr. Connerly acted as the vice president of finance and chief
financial officer of Sanford Homes of Colorado, LLLP. Sanford was a builder of
semi-custom homes in Colorado with 2001 revenues of approximately $135 million
on an unaudited basis. In that position, he was responsible for supervising the
accounting department, including the monthly closing process, financial
reporting to the corporate office and staff development. Subsequent to the
purchase of Sanford by Beazer Homes, Mr. Connerly became divisional chief
financial officer of Beazer, a position that he occupied until August 2002.
Mr. Connerly is a certified public accountant licensed in the State of
Colorado. He graduated from the University of Colorado in 1987 with a Bachelor
of Science in Business Administration. He holds an active real estate license in
the State of Colorado.
James C. Sanford
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Mr. Sanford became the chief operating officer of Ashcroft Homes, Inc. on
February 1, 2003. From August 2001 to January 2003, Mr. Sanford was a production
manager for Beazer Homes Holding Corporation of Colorado. In that capacity, he
was responsible for new home construction from Highlands Ranch to Fort Collins,
Colorado. From July 1992 to August 2001, Mr. Sanford occupied various positions
with Sanford Homes of Colorado, including vice president, northern division,
product (sales) manager, sales associate and construction superintendent.
9
Mr. Sanford graduated from Colgate University with a Bachelor of Arts in
1988. He is a member of the National Association of Home Builders, Home Builders
Association of Metro Denver, Home Builders Association of Northern Colorado, and
the Sales and Marketing Council of Metro Denver, among other associations. He is
a licensed real estate broker in Colorado.
Peter C. Gonzalez
- -----------------
From February 2002 to the present, Mr. Gonzalez has been the vice
president, secretary and a director of Stonegate Capital Corporation and helped
found that entity. In that capacity, he spends a majority of his time and is
responsible for the day-to-day management of administration, accounting, finance
and human resources and participates in project planning, budgeting and
financial planning. He is also the founder, a member and manager of Merit
Partners, LLC, a private real estate development company focused on single
family, detached housing and land development in and around Dallas, Texas. In
that capacity, he is responsible for organizational management, project
planning, budgeting and coordination of project financing. Mr. Gonzalez devotes
a minor portion of his time to the affairs of that entity.
From 1998 to 2000, Mr. Gonzalez was the controller and secretary for
Crosspoint Foods Corporation, the successor to Glacier Distribution Company. In
that capacity, he was responsible for the day-to-day management of accounting,
finance and administration. From 1995 to 1998, he was the controller for Juice
Stop International. Mr. Gonzalez acted as guarantor of many of the same
obligations as Mr. Oblas with regard to Glacier Distribution and some of the
same obligations of Juice Stop International, and as a result, was involved in
certain matters of litigation relating to those guarantees. Most of those
matters have subsequently been settled or resolved, although at least one
judgment remains outstanding.
William T. Watson
- -----------------
Mr. Watson has served as the president of Brookstone Fine Properties, Inc.
(dba Tesoro Homes), a private Colorado corporation, since 1991. Brookstone is a
full service real estate brokerage firm handling primarily sales of
single-family residences. Mr. Watson devotes a portion of his time to the
affairs of that entity. Mr. Watson is also the managing member of Orchard Homes,
LLC, a Colorado limited liability company engaged in the construction of semi
custom and custom homes. From 1996 to December 1999, and from September 2001 to
the present, Mr. Watson has also served as vice president of sales and marketing
for Ashcroft Homes, Inc. or its predecessors. In these positions, Mr. Watson has
managed all aspects of the real estate construction and development business in
Colorado. He has also had significant experience in lot acquisition, home
design, and the sales and marketing of new homes. Mr. Watson is also a manager
of Tesoro Homes @ Tallyn's Reach, LLC, a builder of semi-custom homes in the
Denver area. He is also a manager of Absolute Construction Services, LLC which
provides construction management services for a home builder in the Denver area.
Mr. Watson is a recognized member of several industry organizations
including the Colorado Homebuilding Association. He chairs the education
committee for the Sales and Marketing Council of Metro Denver and holds the CMP
and MIRM designations with the National Sales and Marketing Council. Mr. Watson
is a licensed real estate broker in the State of Colorado.
10
M. Kirk Ludwick
- ---------------
Mr. Ludwick has been a practicing attorney in the State of Colorado since
1983. He is admitted to practice in the State of Colorado, the United States
District Court for the District of Colorado, the Tenth Circuit Court of Appeals
and the United States Supreme Court. He is currently practices in the Law Office
of M. Kirk Ludwick, and represents a variety of individuals and businesses in
commercial matters. From 1995 to 2001, he was a partner and manager of Ludwick &
Doretto, LLC, where his practice was similar. Mr. Ludwick graduated from the
Metropolitan State College in Denver with a Bachelor of Arts in Political
Science and received a Juris Doctorate from the University of Denver in 1983.
Bruce Shugart
- -------------
Mr. Shugart has been the president of Structural Associates Company, a
private Colorado corporation, since 1982. The Company specializes in general
construction and development for both commercial and residential projects, and
directly employs between 50 and 110 people. As president of the Company, Mr.
Shugart is responsible for overseeing all phases of the Company's business,
including the negotiation of major construction and financial transactions.
John H. Chen
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Mr. Chen has owned and operated the Plum Creek Golf and Country Club in
Castle Rock, Colorado since 1992. During that time, he has also served as owner
and master developer of the approximately 525 acre community surrounding the
golf course, and has been responsible for the development of over 650
residential homesites, including the 1994 Parade of Homes. Mr. Chen is also
president and owner of the Carlton Oaks Country Club, a public golf course and
lodge located in Santee, California. Since 1999, he has been the manager of
several land holding companies, including Douglas Investment Company, LLC, Plum
Creek Holding Company, LLC and Castle Rock Holding Company, LLC.
David A. Skudneski
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Mr. Skudneski has been the president of A & A Retaining Walls, Inc., a
private Colorado corporation, since he founded the company in 1996. The
Company's business consists of designing and constructing retaining and
decorative walls and other stone and concrete structures. In 2002, the company
had over $2.1 million in gross sales. As president of the Company, Mr. Skudneski
is responsible for overseeing all aspects of company business.
Christopher D. Scurto
- ---------------------
Mr. Scurto is currently the managing member and acted as co-founder of
AirBlaster, LLC, a private Colorado company which provides high-speed internet
access. Mr. Scurto has occupied that position since December of 2000 and helps
manage and oversee all phases of operation. In this position, Mr. Scurto has
established and maintains telephone, television and high-speed Internet
connectivity in off-campus student housing complexes in California and Colorado.
From July of 1999 to December of 2000, Mr. Scurto was vice president of market
development for Jato Communications Corp., a private Delaware corporation that
provided digital subscriber line services. From 1994 to July of 1999, Mr. Scurto
was vice president of marketing for WBSA, Inc., a private corporation that
provided video and data services. While in this position, Mr. Scurto was
involved in raising over $35 million in venture capital.
11
Myles L. Bruckal
- ----------------
Mr. Bruckal is a Canadian citizen and has been the president of Bruckal
Properties, Inc., a private Colorado corporation, for over 15 years. The company
is active in real estate development in Canada and the United States, and is
also active in purchasing, operating and selling on-going private businesses of
small to medium size. In his capacity as president, Mr. Bruckal is responsible
for overseeing the company business and negotiating the purchase, operation and
sale of various other businesses.
SIGNIFICANT EMPLOYEES
We also expect to employ the following significant employees following
completion of the Exchange:
Robert E. Ottosen
- -----------------
Mr. Ottosen is presently the general manager of the Ashcroft operations in
Colorado Springs. Prior to that, Mr. Ottosen was the chief operating officer of
Ashcroft Homes, Inc. since 1998. In this position, Mr. Ottosen managed the
day-to-day operations of the company's home building business, including
management of the entire Colorado Springs operation. Prior to becoming chief
operating officer, he was the chief financial officer charged with oversight of
the company's cash flow, financial planning, forecasting and accounting
procedures. In this position, Mr. Ottosen was also instrumental to the company
in maintaining its banking relationships.
Chad S. Schneider
- -----------------
Mr. Schneider became the general manager of Ashcroft Homes of Northern
Colorado, LLC in July 2002. In that capacity, he is responsible for overseeing
operations of that entity, consisting entirely of residential home construction.
From October 1999 to June 2002, Mr. Schneider served as a controller for
Ashcroft Homes, Inc., reporting directly to the chief financial officer. From
January 1997 to September 1999, Mr. Schneider served in a similar capacity for
Albrecht Companies, Inc., a Fort Collins based privately owned homebuilder,
which was subsequently purchased by Ashcroft Homes, Inc.
Mr. Schneider received a Bachelor of Science degree in accounting from the
Stephen F. Austin, State University in 1989.
CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
During the year ended December 31, 2002, we issued a total of 4,407,545
shares (adjusted only for the December 2002 reverse split) of our common stock
to our sole officer and director and to another shareholder for expenses paid by
them on our behalf. We issued 2,203,772 shares to Philip Davis, our President
and sole director, for advances of $18,220 paid by him on our behalf. At the
same time, we issued 2,203,773 shares to Gary Agron, the owner of more than five
percent of our common stock, for advances of $18,220 made by him prior to
year-end. The shares issued to the individuals were valued at $0.0082676 per
share, based on the estimated fair market value of our stock at the time of this
transaction. Mr. Davis was the only member of our Board of Directors when this
transaction was approved. The advances by Messrs. Davis and Agron were for
accounting, legal, auditing, printing and other expenses incurred by us for
which we did not have adequate working capital.
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In October 2001 the Company issued 662,645 shares (adjusted for the
December share split) of its common stock upon conversion of a promissory note
in the amount of approximately $31,916 held by Gary A. Agron, who became a
principal stockholder as a result of the transaction. Subsequently, Mr. Agron
transferred 331,322 shares to Philip J. Davis. Following the stock conversion,
all of the Company's then officers and directors resigned and Mr. Davis was
appointed the sole officer and director of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 received by the Company
pursuant to Rule 16a-3 of the 1934 Act, none of the officers, directors or
beneficial owners of more than ten percent of any class of equity securities of
the Company registered pursuant to Section 12 of the 1934 Act have failed to
file on a timely basis, Forms 3, 4 or 5 as required by Section 16(a) during the
most recent fiscal year or prior fiscal year.
BOARD COMMITTEES AND OTHER BOARD INFORMATION
The Board of Directors of the Company does not presently have an audit,
nominating or compensation committee. Instead, the Board itself performs such
functions. However, after the Closing Date, the Board may establish one or more
committees, in its discretion.
During the year ended December 31, 2002, the Board had no meetings but took
action by unanimous consent on two separate occasions. The Company does not have
any disagreements with the Outgoing Director.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table summarizes the total compensation of our Chief
Executive Officer for the last three years. He was our only executive officer
during that time.
SUMMARY COMPENSATION
Long Term Compensation
----------------------
Securities
Annual Compensation Underlying
------------------- Stock
Name Period Salary Options
- ---- ------ ------ -------
Grayton D. Webb, President Year ended December 31, 2000 $0 -0-
Philip Davis,
President, Chief Executive
Officer, Chief Financial Officer Year ended December 31, 2001 0 -0-
and Chairman of the Board of
Directors. Year ended December 31, 2002 0 -0-
- ---------------------
No stock options were granted to the executive officer during the last
year. No options or other derivative securities are presently outstanding, and
we presently have no option plan or other arrangement providing for the issuance
of such securities.
13
The Company does not pay compensation to members of its Board of Directors.
A director may receive compensation, if at all, as an officer or employee for
those duties exclusively. The Board may also decide to compensate its members in
the future, as it decides in the best interest of the shareholders.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ONEDENTIST RESOURCES, INC.
By: /s/ Philip Davis
---------------------------------------------------
Philip Davis, President and Chief Executive Officer
14