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SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, For Use of the
Commission Only (as permitted
[X] Definitive Information Statement by Rule 14c-5(d)(2))
MONDIAL VENTURES, INC.
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(Name of Registrant as Specified in Its Charter)
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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
MONDIAL VENTURES, INC.
388 Richmond Street, Suite 916
Toronto Ontario, M5R 3P1 Canada
Telephone Number: (416) 928-3095
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
October 27, 2010
To our Stockholders:
Enclosed please find an information statement providing information to you
regarding an action taken by one of our stockholders authorizing the Company's
Board of Directors to: (i) authorize an increase in the authorized shares of
common stock to 250,000,000; and (ii) authorize a new class of preferred stock.
These actions were approved by written consent in lieu of a meeting of
stockholders by a stockholder holding a majority of our issued and outstanding
common stock entitled to vote thereon.
Your vote is not required to approve any of these actions, and the enclosed
information statement is not a request for your vote or a proxy.
The accompanying information statement is for information purposes. Please read
the accompanying information statement carefully.
By Order of the Board of Directors,
Marc Juliar,
President and Chief Executive Officer
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INFORMATION STATEMENT
FOR
MONDIAL VENTURES, INC.
388 Richmond Street, Suite 916
Toronto Ontario, M5R 3P1 Canada
Telephone Number: (416) 928-3095
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is first being furnished on or about October 27, 2010
to the holders of record as of the close of business on November 4, 2010
("Record Date") of the common stock, $.001 par value (the "Common Stock"), of
Mondial Ventures, Inc. (referred to in this information statement as "we", "us",
"our", "the Company", or "Mondial Ventures").
This information statement is being furnished to inform our stockholders about
certain transactions that have been taken by our majority stockholder. This
information statement is being filed with the U.S. Securities and Exchange
Commission pursuant to Section 14(c) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and provided to the Company's stockholders
pursuant to Rule 14c-2 promulgated under the Exchange Act.
We will pay all costs associated with the distribution of this information
statement, including the costs of printing and mailing. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this information statement to the
beneficial owners of our Common Stock.
The date of this information statement is October 27, 2010.
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QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT
One of the Company's stockholders executed a written consent in lieu of a
meeting pursuant to the Company's Articles of Incorporation in which the
stockholder authorized the Company's Board of Directors to: (i) authorize an
increase in the authorized shares of common stock to 250,000,000; and (ii)
authorize a new class of preferred stock that allows the Board of Directors to
establish its terms, from time to time.
The following questions and answers address briefly some questions you may have
regarding this information statement. These questions and answers may not
address all questions that may be important to you as a stockholder. Please
refer to the more detailed information contained elsewhere in this information
statement.
Q: Why did you send me this information statement?
A: We sent you this information statement to inform you about a recent action
taken by a stockholder holding a majority of the voting power of the
Company's issued and outstanding Common Stock by executing a written
consent in lieu of a meeting. You are not required to take any action with
respect to any of the information set forth in this information statement.
Q: Will the actions taken by written consent also be submitted to all of the
Company's stockholders for approval?
A: No. A stockholder action taken by written consent in lieu of a meeting is
effective as if taken at a meeting of the Company's stockholders. No
further stockholder approval is necessary and there will be no meeting
specifically called for the purpose of approving again the actions taken
by written consent described herein.
Q: How many shares of the Common Stock were eligible to consent to the
actions described in this information statement?
A: On October 27, 2010, there were 9,800,000 shares of Common Stock issued
and outstanding. Each share of Common Stock entitled the holder thereof to
one vote on each matter that may come before a meeting of the Company's
stockholders or on actions taken by written consent in lieu of a meeting.
Q: What vote was required to authorize and approve the actions taken by
written consent in lieu of a meeting?
A: Pursuant to the General Corporation Law of Nevada, the affirmative vote of
the holders of a majority of the total number of shares of Common Stock
outstanding was required to authorize and approve the actions taken by
written consent in lieu of a meeting. One stockholder holding an aggregate
of 6,000,000 shares of Common Stock, or 61.22% of the total number of
shares of Common Stock outstanding, executed the written consent.
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Q: Do the Company's stockholders have any dissenters' rights or rights of
appraisal with respect to the actions described in this information
statement?
A: No. Under Nevada law, our stockholders do not have dissenters' or
appraisal rights in connection with the actions taken by written consent
in lieu of a meeting described in this information statement.
Q: At what point may the Company take the actions approved in the written
consent in lieu of a meeting?
A: We may not take the actions approved in the written consent until at least
20 days after mailing this definitive information statement to our
stockholders.
Q: Where can I find out more information about the Company?
A: We are subject to the informational requirements of the Exchange Act which
require that we file reports, proxy statements and other information with
the SEC. The SEC maintains a website on the Internet that contains
reports, proxy and information statements and other information regarding
registrants, including us, that file electronically with the SEC. The
SEC's website address is http://www.sec.gov. In addition, our Exchange Act
filings may be inspected and copied at the SEC's Public Reference Room
located at 100 F Street, N.E., Washington, D.C. 20549. Copies of our
Annual Report on Form 10-K for the year ended December 31, 2009, may be
obtained without charge upon written request made to Mondial Ventures,
Inc., 388 Richmond Street, Suite 916, Toronto, Ontario, M5R 3P1 Canada,
Attention: Secretary.
AUTHORIZATION OF ACTIONS
The Board of Directors of the Company took action on October 26, 2010, to adopt
the form of Articles of Amendment to the Certificate of Incorporation set forth
in Exhibit A ("Articles of Amendment") hereto, and then they recommended to and
sought the approval of the majority shareholder of the Company for the changes.
On October 26, 2010, the majority stockholder, who is also the sole officer,
holding the positions of President and Chief Executive Officer and the sole
director of the Company, executed a written consent in lieu of a meeting, in
respect of 6,000,000 shares of common stock held by him, equal to 61.22% of the
issued and outstanding shares of common stock, which approved the form of
Articles of Amendment.
AUTHORIZATION OF INCREASE IN SHARES OF COMMON STOCK
Our current authorized capital consists of a single class of stock, designated
common stock, par value $.001 per share, and authorizes 75,000,000 shares of
common stock. There are currently 9,800,000 shares that are issued and
outstanding. The Articles of Amendment will increase the number of authorized
shares of common stock from 75,000,000 shares to 250,000,000 shares.
The Board of Directors believes that this increase in the number of authorized
shares is in the best interest of the Company to be in a position to issue
shares of common stock or derivatives based on shares of common stock for future
corporate purposes, including acquisitions, stock dividends, stock splits, stock
options, convertible debt and equity financings, as the Board of Directors
determines in its discretion. The Board believes these additional shares of
authorized Common Stock should enable the Company to promptly take advantage of
market conditions and the availability of favorable opportunities without the
delay and expense associated with obtaining stockholder approval to further
amend the Company's Articles of Incorporation.
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Effect of Additional Shares
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Issuance by the Company of any additional shares of common stock would dilute
both the equity interests and the earnings per share of existing holders of the
common stock. Such dilution may be substantial, depending upon the amount of
shares issued. The newly authorized shares of common stock will have voting and
other rights identical to those of the currently authorized shares of common
stock. The increase could have a dilutive effect on the voting power of existing
shareholders once issued. Such increase also could have an anti-takeover effect,
in that additional shares could be issued (within the limits imposed by
applicable law and the certificate of incorporation) in one or more transactions
that could make a change in control or takeover of the Company more difficult.
For example, additional shares could be issued by the Company so as to dilute
the voting rights of persons seeking to obtain control of the Company, even if
the persons seeking to obtain control of the Company offer an above-market
premium that is favored by a majority of the independent shareholders.
Similarly, the issuance of additional shares to certain persons allied with the
Company's management could have the effect of making it more difficult to remove
the Company's current management by diluting the stock ownership or voting
rights of persons seeking to cause such removal. The Company has no plans or
proposals to adopt other provisions or enter into other arrangements that may
have material anti-takeover consequences.
Description of Current Capital Stock
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Currently, the authorized capital stock consists of 75,000,000 shares of common
stock, par value $.001 per share. Immediately following approval of the increase
in the number of authorized shares of common stock, as described above, there
will be 250,000,000 shares of common stock authorized. Currently, there are
9,800,000 shares of common stock issued and outstanding. This number of issued
and outstanding shares will not change because of the change in the authorized
number of shares of common stock.
The holders of shares of common stock vote as a single class and are entitled to
one vote per share on all matters to be voted on by the shareholders. The
holders of shares of common stock are entitled to receive pro rata dividends,
when and as declared by the Board of Directors in its discretion, out of funds
legally available therefore. Such dividends, and any liquidation rights of the
common stock, may be subject to superior rights of any preferred stock that is
approved by the Board of Directors. The common stock does not have any no
pre-emptive rights under the Certificate of Incorporation.
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Plans for Future Issuances
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Although the management of the Company is seeking to have authorized shares of
common stock available for a number of purposes, including for new investment
into the Company, acquisition opportunities and compensation purposes, there are
no firm commitments for the issuance of any shares of common stock at this time
for these or other purposes.
AUTHORIZATION OF CLASS OF PREFERRED STOCK
Our Articles of Incorporation currently do not provide for the issuance of
preferred stock. The Certificate of Amendment will amend our Articles of
Incorporation to authorize a class of "blank check" preferred stock of the
Company. Accordingly, our Articles of Incorporation will authorize the Company
to issue up to 10,000,000 shares of Preferred Stock, par value $0.001 per share,
having such terms, rights and features as may be determined from time to time by
the Board of Directors.
The term "blank check" is often used to refer to preferred stock, the creation
and issuance of which is authorized by the stockholders in advance and the
terms, rights and features of which are determined by the Board of Directors
from time to time. Therefore, once authorized, the Board of Directors will be
able to issue the shares in classes or series without further shareholder
approval. The authorization of blank check preferred stock permits the Board of
Directors to create and issue preferred stock from time to time in one or more
classes or series. Subject to the Company's Articles of Incorporation and any
limitations prescribed by law or by any stock exchange or national securities
association trading system on which the Company's securities may be listed, the
Board of Directors would be expressly authorized, at its discretion, to adopt
resolutions to issue preferred shares, to fix the number of shares and to change
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights, dividend rates, terms of redemption, redemption prices, voting rights,
conversion rights, and liquidation preferences of the shares constituting any
series of preferred stock, in each case without any further action or vote by
the stockholders. To the extent that any preferred stock is convertible into
common stock, upon conversion the existing holders of common stock would suffer
dilution of their percentage ownership of the company and may suffer economic
dilution as a result of more common stock outstanding and trading in the market.
Because the terms of any preferred stock are not yet established, it is not
possible to quantify the extent of any dilutive impact on the common stock, but
it could be substantial. The Board of Directors would be required to make any
determination to issue shares of preferred stock based on its judgment that
doing so would be in the best interests of the Company and all its stockholders.
Rationale for Creating Blank Check Preferred Stock
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Recent economic developments have adversely affected the capital markets and the
availability of capital. In light of these trends, the Board of Directors
believes that the Company should have a full range of capital financing
alternatives available in its Articles of Incorporation.
The authorization of "blank check" preferred stock will provide the Company with
increased flexibility in meeting future capital requirements by providing
another type of security in addition to its common stock, as it will allow the
Company to issue preferred stock from time to time with such features as may be
determined by the Board of Directors for any proper corporate purpose. Such uses
may include, without limitation, issuance for cash as a means of obtaining
capital for use by the Company, or issuance as all or part of the consideration
to be paid by the Company for acquisitions of other businesses or their assets.
The Board of Directors has no present intent, plans, understandings, agreements
or commitments to issue any preferred stock.
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Anti-Takeover Effects of the Proposed Amendment
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The issuance of preferred stock could, under certain circumstances, have the
effect of delaying or preventing a change of control of the Company by
increasing the number of outstanding shares entitled to vote and by increasing
the number of votes required to approve a change of control of the Company.
Shares of voting or convertible preferred stock could be issued, or rights to
purchase such shares could be issued, to make it more difficult to obtain
control of the Company by means of a tender offer, proxy contest, merger or
otherwise. The ability of the Board of Directors to issue such additional shares
of preferred stock, with the rights and preferences it deems advisable, could
discourage potential acquirors, and could therefore deprive stockholders of
benefits they might otherwise obtain from an attempt by a third-party to acquire
ownership or control of the Company, such as selling their shares at a premium
over market price. Moreover, the issuance of such additional shares to persons
friendly to the Board of Directors could make it more difficult to remove
incumbent directors from office in the event such change were to be deemed
advisable by the stockholders.
While the amendment to the Articles of Incorporation may have anti-takeover
consequences, the Board of Directors believes that the benefits it would confer
on the Company outweigh any disadvantages. In addition to the enhanced ability
to finance purchases and secure capital, as discussed above, the Company would
gain a degree of protection from hostile takeovers that might be contrary to the
interests of the Company and the stockholders. The Board of Directors believes
it is in the best interest of the Company and the stockholders to encourage
potential acquirers to negotiate directly with the Board rather than taking
unilateral action. Only when empowered to negotiate on behalf of the Company can
the Board have the best possible opportunity to secure the terms that best serve
the interests of the Company and all the stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of October 26, 2010 the beneficial ownership
of our Common Stock by (a) each person or group of persons known to us to
beneficially own more than 5% of the outstanding shares of our Common Stock, (b)
each of our directors and executive officers, and (c) all of our directors and
executive officers as a group.
Beneficial ownership is determined in accordance with Rule 13d-3 promulgated
under the Exchange Act. In computing the number of shares beneficially owned by
a person or a group and the percentage ownership of that person or group, shares
of our Common Stock subject to options or warrants currently exercisable or
exercisable within 60 days after the date hereof are deemed outstanding, but are
not deemed outstanding for the purpose of computing the percentage ownership of
any other person. As of October 26, 2010, we had 9,800,000 issued and
outstanding shares of Common Stock.
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Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percentage of Class
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Marc Juliar (1) 6,000,000 61.22%
All directors and
executive officers
as a group (1 person) 6,000,000 61.22%
(1) The address of the security holder is 388 Richmond Street, Toronto Ontario,
M5R 3P1 Canada.
HOUSEHOLDING
We will be "householding" this Information Statement. This means that only one
copy of this Information Statement will be sent to you and the other
stockholders who share your address unless we have received contrary
instructions from one or more of those stockholders. Householding is designed to
reduce the volume of duplicate information that stockholders receive and reduce
our printing and mailing expenses.
If your household has received only one copy of this notice, and you would
prefer to receive separate copies of this document, either now or in the future,
please call us at (416) 928-3095 or write to us at Mondial Ventures, Inc., 388
Richmond Street, Suite 916, Toronto Ontario, M5R 3P1 Canada, Attention:
Secretary. We will deliver separate copies promptly. If you are now receiving
multiple copies of our proxy materials and would like to have only one copy of
these documents delivered to your household in the future, please contact us in
the same manner.
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Exhibit A
Form of Certificate of Amendment
to the
Articles of Incorporation
of
Mondial Ventures, Inc.
Ross Miller
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-6708
Website: www.nvsos.gov
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Certificate of Amendment
(PURUSANT TO NRS 78.385 and 78.390)
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: Mondial Ventures, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
A-1
Fourth. Capital Stock. The total number of shares of capital stock shall be
260,000,000. The authorized capital shall be divided into two classes: (a)
250,000,000 shares of Common Stock, par value $0.001 per share; and (b)
10,000,000 shares Preferred Stock, par value $0.001 per share.
The shares of Preferred Stock may be issued from time to time in one or more
series, in any manner permitted by law, as determined from time to time by the
Board of Directors, and stated in the resolution or resolutions providing for
the issuance of such shares adopted by the Board of Directors pursuant to
authority hereby vested in it. Without limiting the generality of the foregoing,
shares in such series shall have such voting powers, full or limited, or no
voting powers, and shall have such designations, preferences, and other rights
and qualifications, limitations, or restrictions thereof, permitted by law, as
shall be stated in the resolution or resolutions providing for the issuance of
such shares adopted by the Board of Directors pursuant to authority hereby
vested in it. The number of shares of any such series so set forth in such
resolution or resolutions may be increased (but not above the total number of
authorized shares of Preferred Stock) or decreased (but not below the number of
shares thereof then outstanding) by further resolution or resolutions adopted by
the Board of Directors pursuant to authority hereby vested in it.
The shares of capital stock may be issued by the corporation from time to time
for such consideration as may be fixed by the Board of Directors, in accordance
with the law of the State of Nevada.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 6,000,000 shares of
common stock representing 61.22% of all the issued and outstanding common stock.
4. Effective date of filing (optional):
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(must not be later than 30 days after the effective date)
5. Signature (required):
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Marc Juliar, President and Chief Executive Officer
A-2
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