United States
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary information statement
[_] Confidential, for use of the Commission only (as permitted by Rule
14c-6(d)(2))
[_] Definitive information statement
Company Name: GOALTIMER INTERNATIONAL, INC.
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: NONE.
(2) Aggregate number of securities to which transaction applies: NONE
(3) Per unit price/underlying value pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[_] 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.
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GOALTIMER INTERNATIONAL, INC.
24843 Del Prado, Suite 326, Dana Point, CA 92629
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
November 15, 2002
Dear Shareholder:
We cordially invite you to attend GoalTimer International Inc.'s Special
Meeting of Shareholders at 10:00 A.M. on November 29, 2002, at the Law Offices
of Luke C. Zouvas, 34190 Sepulveda Avenue, Capistrano Beach, California,
92624. The President's Notice of Meeting and the accompanying Information
Statement describe the business of the Special Meeting of Shareholders.
The enclosed information statement is being furnished to shareholders of
record on November 15, 2002, of GoalTimer International, Inc. ("GTMR"), a
Colorado corporation, in connection with the proposal to effectuate an 11 to 1
reverse split.
Sincerely,
/s/Raymond Chou Chien-Hua
Raymond Chou Chien-Hua
President
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C PROMULGATED THERETO
GOALTIMER INTERNATIONAL, INC.
INTRODUCTION
This Information Statement is being furnished to Shareholders of GoalTimer
International, Inc. ("GTMR") in connection with the Special Meeting of
Shareholders (the "Meeting") to be held on November 25, 2002 and at any
adjournments thereof (the "Meeting"). The Meeting will be held at the Law
Offices of Luke C. Zouvas, 34190 Sepulveda Avenue, Capistrano Beach,
California, 92624, at 10:00 A.M.
The purpose of the Meeting is (1) to consider an 11 for 1 reverse split of
the common stock.
This Information Statement was first mailed or given to Shareholders on or
About November __, 2002.
We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB).
Information about us can be found in our December 31, 2001 Annual Report filed
on Form 10-KSB. Additional information about us can be found in our public
filings that can be accessed electronically by means of the SEC's home page on
the Internet at http://www.sec.gov , or at other Internet sites such as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC.
VOTING
RECORD, DATE AND OUTSTANDING SHARES
The only class of voting securities of GoalTimer is its Common Stock. On
November 15, 2002, the record date for the determination of Shareholders
entitled to notice of and to vote at the Meeting, 3,445,358 shares of Common
Stock were outstanding. Only Shareholders of record at the close of business on
the record date are entitled to notice of and to vote at the Meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The management of GoalTimer is not soliciting proxies because a group of
dissident shareholder(s) (the "Dissident Group") holding approximately 54.0% of
the outstanding shares of Common Stock has advised GoalTimer that such holders
intend to vote for the 11 to 1 reverse split. In light of the size of the
Dissident Group's holdings, the current Board and management of GoalTimer
realize the likelihood of winning the proposal, even if proxies were solicited,
is sufficiently remote that management is not soliciting proxies.
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QUORUM AND VOTING
Shareholders have one vote for each share of GoalTimer Common Stock registered
in their names. The presence, in person or by proxy, of the holders of at least
a majority of the total number of outstanding shares of GoalTimer Common Stock
entitled to vote at the Meeting is necessary to constitute a quorum. Approval
of other matters would require the affirmative vote of a majority of the shares
of GoalTimer Common Stock entitled to vote and present, in person or by proxy,
at the Meeting.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" (that is, proxies from brokers
or nominees indicating that they have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. With
regard to the 11 to 1 reverse split, abstentions and broker non-votes are not
treated as shares voted, and therefore such abstentions or broker non-votes have
no impact on the proposal. In all other matters, the vote of the holders of a
majority of the shares present at the meeting is required for passage and
therefore abstentions and broker non-votes will be the equivalent of negative
votes.
Neither GoalTimer nor its Board of Directors intends to bring before the Meeting
any matter other than the proposal to effectuate an 11 to 1 reverse split.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE 11 TO 1
REVERSE SPLIT.
The Dissident Group, composed of LavaRock Holdings, Inc., has advised management
of GoalTimer that it intends to vote in favor of the 11 to 1 reverse split.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The sole class of equity securities of the Company issued and outstanding is the
common stock. The table on the following page sets forth, as of November 15,
2002, certain information with respect to the common stock beneficially owned by
(i) each Director, nominee and executive officer of the Company; (i) each person
who owns beneficially more than 5% of the common stock; and (iii) all Directors,
nominees and executive officers as a group.
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OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF NOVEMBER 15, 2002
- ------------------------------------------------------------------------------
Name and Address of Amount and nature Percentage of Class
Beneficial Owner of Beneficial
Ownership (1)
- ------------------------------------------------------------------------------
LavaRock Holdings, Inc.. 1,850,000 54%
Penthouse Suite
10 Elvira Mendez Street
Panama, R.O.P.
- ------------------------------------------------------------------------------
Sandra Watson, . . . . . 356,252 9.6%
231 W. Jamison Circle #5
Littleton, CO 80120
- ------------------------------------------------------------------------------
Notes to the table:
(1) Unless otherwise indicated, the persons named in the table have
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them.
STATEMENTS THAT PROXIES ARE NOT SOLICITED.
WE ARE NOT ASKING FOR A PROXY AND SHAREHOLDERS ARE NOT REQUESTED TO SEND US A
PROXY.
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INTEREST OF CERTAIN PERSONS.
LavaRock Holdings, Inc., owns 1,850,000 shares of common stock, or 54% of the
shares issued and outstanding and has a substantial interest in the actions
proposed herein.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Under Section 16 of the Securities Exchange Act 1934, GoalTimer directors and
executive officers and persons holding more than 10% of GoalTimer Common Stock
are required to report their initial ownership of Common Stock and subsequent
changes to that ownership to the Securities and Exchange Commission by specified
due dates. To GoalTimers' knowledge all of these filing requirements were
satisfied.
OTHER AND GENERAL INFORMATION.
Our Annual Report on Form 10-KSB, for the year ended December 31, 2001,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by GTMR can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at other
Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com.
You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.
GOALTIMER INTERNATIONAL, INC.
Dated: November 15, 2002
By the order of the Board of Directors
/S/RAYMOND CHOU CHIEN-HUA
RAYMOND CHOU CHIEN-HUA
PRESIDENT
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