United States
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14C-A
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary information statement: Amended
[_] 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.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1
GOALTIMER INTERNATIONAL, INC.
24843 Del Prado, Suite 326, Dana Point, CA 92629
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
________ , 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'sNotice 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 ____________ of GoalTimer International, Inc. ("GTMR"), a Colorado
corporation, in connection with the following proposals.
YOU ARE NOT REQUIRED TO SEND US A PROXY AND NO PROXY IS REQUESTED
The holders of more than two-thirds of the shares entitled to vote have
indicated that they intend to vote in favor of these proposals
Proposal 1: To Authorize a change of the corporate name, to a substantially
similar name to the name of Pacific Vegas Global Strategies, Inc., in the
discretion of management.
Proposal 2: To Amend the Articles of Incorporation to increase the authorized
capital from 100,000,000 shares of common stock, to 500,000,000 shares of common
stock with no par value.
Proposal 3: To Amend the Articles of Incorporation to eliminate the requirement
of 67 percent (of all shares entitled to vote) for approval for certain
shareholder actions, an in place to require only a simple majority (of all
shares entitled to vote).
Proposal 4: To Authorize a reverse split of the common stock, by which each 11
shares shall become one share; provided that no shareholder shall be reversed
below 100 shares, and no shareholder owning less than 100 shares shall be
reversed. Fractional shares will be rounded up to the next whole share.
Sincerely,
/s/Raymond Chou Chien-Hua
Raymond Chou Chien-Hua
President
2
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.
GENERAL INFORMATION
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 December______, 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.
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.
WE ARE NOT ASKING YOU FOR A PROXY
YOU ARE NOT REQUESTED TO SEND US A PROXY
We are not soliciting proxies because a the holders of more than 67 percent
of the shares entitled to vote have indicated that they intend to vote in favor
of these proposals. In light of the size of the holdings of these shareholders,
the current Board and management of GoalTimer deems the likelihood of a
favorable vote on the proposals sufficient. Even if proxies were solicited, the
failure of the Proposals is deemed sufficiently remote that management is not
soliciting proxies.
COSTS OF INFORMATION STATEMENT
We will pay the cost of preparing and sending out this information
statement. It will be sent to most shareholders via regular mail. A few will
receive it by personal delivery of facsimile.
VOTING
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock, at the close of business on the date of
mailing this information statement will be entitled to vote at the Special
3
Meeting. As of this date, November 18, 2002, approximately 3,445,358 shares of
common stock were issued and outstanding. Each shareholder is entitled to one
vote for each share of common stock held by such shareholder. We have only the
single class of stock, namely our common stock.
QUORUM AND VOTE NECESSARY FOR APPORVALS.
A simple majority of all shared entitled to vote constitutes a quorum to do
business generally. A majority of shares present and voting is sufficient to
approve the proposal for a reverse split; however, the other proposals, which
require amendment of the Articles of Incorporation requires an affirmative vote
of 67 percent of all shares entitled to vote. The holders of more than 67
percent of the shares entitled to vote have indicated that they intend to be
present and to vote in favor of these proposals.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
Raymond Chou Chien-Hua, our Sole Officer and Director, and LavaRock
Holdings, Inc., a principal shareholder have a substantial interest in the
favorable action on these proposals.
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
Proposal 1: To Authorize a change of the corporate name, to a substantially
similar name to the name of Pacific Vegas Global Strategies, Inc., in the
discretion of management.
Proposal 2: To Amend the Articles of Incorporation to increase the authorized
capital from 100,000,000 shares of common stock, to 500,000,000 shares of common
stock with no par value.
Proposal 3: To Amend the Articles of Incorporation to eliminate the requirement
of 67 percent (of all shares entitled to vote) for approval for certain
shareholder actions, an in place to require only a simple majority (of all
shares entitled to vote).
Proposal 1:
We are asking shareholders to authorize a change in the name of this
corporation. This requires an amendment to our Articles of Incorporation.
Proposal 2:
We are presently authorized to issue 100,000,000 shares of common stock. We
are asking shareholders to authorize an increase in our authorization to
500,000,000 shares. This requires an amendment to our Articles of Incorporation.
Proposal 3:
Our Articles of Incorporation now requires 67 percent shareholder approval
for certain corporate actions, generally involving amendment of our Articles of
Incorporation. We are asking an appropriate majority of shareholders to
authorize an amendment of our Articles to eliminate that super majority, and to
replace it with a simple majority of all shares entitled to vote, rather than 67
percent of all such shares.
4
We believe that these changes to our Articles of Incorporation are in the
best interest of our corporation, because the current structure of our Articles
is more appropriate to a closely held corporation than a public corporation,
with no equity, seeking to achieve profitable business opportunities, by
acquisition or otherwise.
Shareholders should be advised that the Board of Directors make decisions
about acquisitions and asset acquisition for new shares of common stock, upon
which shareholders may or may not have the right to vote, or the same rights to
vote as previously before these proposed changes, in the event of a "forced
merger", under the Colorado Business Corporations Act, or a share exchange with
shareholders of another corporation which results in the issuance of 20% or more
of the shares outstanding prior to such merger or share exchange, if the
Directors and Principals shareholders have no interest in the transaction before
the transaction, and the transaction is voluntary and approved by the Board of
Directors. Other transactions, not meeting those requirements will involve
normal requirements for shareholder approval, but, if adopted, the approval of a
majority of all shares will be sufficient, rather than the requirement of 67
percent of all shares.
PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING
Proposal 4: To Authorize a reverse split of the common stock, by which each 11
shares shall become one share; provided that no shareholder shall be reversed
below 100 shares, and no shareholder owning less than 100 shares shall be
reversed. Fractional shares will be rounded up to the next whole share.
Proposal 4:
We are asking shareholders to approval a pro-rata reverse split of our
common stock, by which each eleven shares would become one share. The proposal
contains a savings provision for small shareholders. We do not wish to eliminate
any shareholder owning less than 100 shares, if any there be; nor to cause any
shareholder owning more than 100 shares to be reduced to less than 100 shares.
We feel this minor adjustment in favor of small shareholders is decent, fair and
just. We also wish to eliminate the need for fractional shares, so that
fractional shares resulting will be rounded up to constitute a whole share. The
effective date of the reverse split will be 10 days following the date of the
meeting, in conformity with the requirements of the National Association of
Securities Dealers.
We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tent to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.
As a general rule, potential investors who might consider making
investments in our company will refuse to do so when the company has a large
number of shares issued and outstanding with no equity. In other words, the
5
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.
While our acceptability for ultimate listing on one of the NASDAQ markets
is presently remote, we believe that it is in the interests of our company to
adjust our capital structure in the direction of conformity with the NASDAQ
structural requirements. At the current date, even with the proposed changes we
would not meet NASDAQ criteria. NASDAQ requirements change constantly. There is
no assurance that the proposed changes with meet NASDAQ requirements when, and
if, we are otherwise qualified. There is no assurance that we will qualify for
NASDAQ.
There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem best
calculation to meet the market attractively. We cannot control the markets
reaction.
Dissenting shareholders have no appraisal rights under Colorado law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed reverse split.
SPECIAL MEETING OF SHAREHOLDERS
At the date of this information statement, no other matter will presented
for action at the special meeting. Only those matters proposed as discussed will
be voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, March 31, 2003, in order to
be included in the proxy materials, if any, or presentation at our next annual
meeting of shareholders, anticipated in early July, 2003
REPORT AVAILABLE
Shareholders may obtain a copy of our most current annual report and later
filings without charge, by writing us at 24843 Del Prado, Suite 326, Dana Point,
CA 92629
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.
6
OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF NOVEMBER 15, 2002
- --------------------------------------------------------------------------------
Name and Address of Amount and nature Percentage of Class
Beneficial Owner of Beneficial
Owner (1)
- --------------------------------------------------------------------------------
LavaRock Holdings, Inc.
Penthouse Suite
10 Elvira Mendez Street 1,850,000 54%
Panama, R.O.P.
- --------------------------------------------------------------------------------
Sandra Watson,
231 W. Jamison Circle #5
Littleton, CO 80120 356,252 9.6%
- --------------------------------------------------------------------------------
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.
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
7