UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1/A
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
GOALTIMER INTERNATIONAL, INC.
(Exact name of registrant as specified in its corporate charter)
000-49701
(Commission File No.)
COLORADO 84-1159783
(State of Incorporation) (IRS Employer Identification No.)
24843 Del Prado, Suite 326, Dana Point, California 92629
(Address of principal executive offices)
(949) 487-7295
(Registrant's telephone number)
1
GOALTIMER INTERNATIONAL, INC.
INFORMATION STATEMENT PURSUANT TO
SECTION 14F OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
------------------------------------------------------
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
PURPOSE OF AMENDMENT
- ----------------------
GoalTimer International, Inc. (the "Company") hereby amends the Information
Statement pursuant to Section 14(f) of the Securities and Exchange Act of 1934
and Rule 14f-1 thereunder filed on November 20, 2002 (the "Information
Statement"). This amendment deletes all references contained in the Information
Statement to Mr. Raymond Chien Hua Chou being President of the Company to make
it clear that Mr. Chou will become President of the Company at the closing and
will be nominated Chairman of the Board of the Company at the closing under the
voluntary Share Exchange, dated November 20, 2002, in compliance with Section
14F of the Securities Exchange Act of 1934.
GENERAL
- -------
This Information Statement is being mailed on or about November 20, 2002 to
the holders of record as of November 20, 2002, of common stock, par value $0.001
per share (the "common stock"), of GoalTimer International, Inc., a Colorado
corporation (the "Company"). You are receiving this Information Statement in
connection with the Company's election of a designee of the majority shareholder
of Cyber Technology Group Holdings, Ltd., Inc., a Canadian corporation,
("Cyber") to the Board of Directors of the Company (the "Designee").
Pursuant to and at the closing of the Share Exchange Agreement, dated November
20, 2002, among Cyber and GoalTimer; and Raymond Chien Hua Chou, principal
shareholder of Cyber, GoalTimer will acquire 100% of the issued and outstanding
shares in the capital of Cyber, all in exchange for 60,000,000 new investment
shares of common stock in GoalTimer, or 60% of the shares then to be issued and
outstanding.
As of November 13, 2002, Leland Watson, Sandra Watson, and Josh Hayman
resigned as Directors. At closing of the Agreement, which is anticipated to
occur on December 19, 2002, Raymond Chou Chien Hua will become President and
will be appointed Chairman of the Board of Directors on the closing date, each
effective 10 days after transmittal of this Information Statement to the
Company's shareholders, upon compliance with Section 14F of the Securities and
Exchange Act of 1934.
2
CONSUMMATION OF THE TRANSACTION WILL RESULT IN A CHANGE OF CONTROL.
- -----------------------------------------------------------------------------
No action is required by the shareholders of the Company in connection with
the election or appointment of the Designee to the Board. However, Section
14(f) of the Securities Act of 1934, as amended (the "Exchange Act"), requires
the mailing to the Company's shareholders this Information Statement not less
than ten days prior to the change in a majority of the Company's directors
otherwise than at a meeting of the Company's shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- ----------------------------------------------------
VOTING SECURITIES OF THE COMPANY:
On November 20, 2002, there were 3,445,358 shares of common stock issued and
outstanding. Each share of common stock entitles the holder thereof to one vote
on each matter that may come before a meeting of the shareholders.
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 following table sets forth, as of November 20, 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:
Name and Address of Amount and nature of
Beneficial Owner Beneficial Ownership (1) Percentage of Class
- --------------------------------------------------------------------------------
LavaRock Holdings Corp.
Penthouse Suite, 10 Elvira Mendez Street
Panama, R.O.P. 1,850,000 54%
- --------------------------------------------------------------------------------
Sandra Watson
231 W. Jamison Circle #5
Littleton, CO 80120 356,252 9.6%
- --------------------------------------------------------------------------------
All Officers and Directors as a Group N/A N/A
- --------------------------------------------------------------------------------
Total Shares Issued and Outstanding 3,445,358 100.00
- --------------------------------------------------------------------------------
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.
DIRECTORS AND EXECUTIVE OFFICERS
- -----------------------------------
The following sets forth the names and ages of the current Director,
nominees and executive officers of the Company, the principal positions with the
Company held by such persons and the date such persons became a Director or
3
executive officer. The Directors serve one year terms or until their successors
are elected. The Company has not had standing audit, nominating or compensation
committees of the Board of Directors or committees performing similar functions.
All such applicable functions have been by the Board of Directors as a whole.
During the fiscal year ended September 30, 2001, the Board of Directors held six
formal meetings. There are no family relationships among any of the Directors,
nominees or executive officers.
Leland E. Watson, II. Mr. Watson, former President and a Director of the
- ----------------------
Company since inception. He has been Marketing Manager of National Printing
& Packaging (Direct Marketing Division) in Denver, Colorado from September
2000 to the present. He was senior Account Executive at EAGLEDIRECT.COM
(Division of Master Graphics) in Denver, Colorado from October 1997 to
September 2000. He was an Account Executive, Writer and Marketing Manager
of Print 20/20 in Denver, Colorado from February 1997 to October 1997. He was
a Sales Manager for Oran V. Siler Printing Co. in Denver, Colorado from July
1996 to February 1997. His education is an associate degree in Graphic Arts
and in Business Management.
Sandra S. Watson, Mrs. Watson, former Director of the Company, served since
1999. She has been a
Business and Marketing Consultant since October 1998 through her company, Mom's
Here, in Denver, Colorado. She was President of Print 20/20 in Denver, Colorado
from September 1994 to October 1998. She was President and General Manager of
Visionprint, LTD. in Denver, Colorado from September 1987 to December 1993. She
attended Bethel College in Colorado Springs, Colorado and earned a Registered
Nurse Degree.
Joshua R. Hayman, Mr. Hayman former Director and Secretary, served since
1994. Mr. Hayman obtained a BS in Business Administration in 1977 from the
University at Albany, New York, and obtained an MBA in finance from the
University of Miami in 1978. from 1996 to present, he has been a Loan Servicing
Manager at Cherry Creek Mortgage Company in Denver, Colorado.
Mr.Raymond Chou Chien-Hua, 41, Managing Director, Chief Executive Officer and
a principal founder of the CTG Group, graduated from the University of Macau
with a bachelor degree in Business Administration. Mr. Chou devotes [90%] of his
time working with the CTG Group and will assume the same corporate titles and
responsibilities with the Resulting Company at Closing. Mr. Chou is a principal
owner of the shares in CTG and will become a principal shareholder of the
Resulting Company, holding [61.2%] of all Common Shares after the Closing. Mr.
Chou is also the managing director of Shanghai HYD Industries Co. Ltd. since
May, 1999. Prior to that, he was General Manager of Shanghai Elan Chemical
Industries Co. Ltd. since May, 1992. Mr. Chou spent most of the last three years
studying and researching the on-line gaming industry and putting his knowledge
to practice by investing his own time and money in setting up the business.
Mr. Chou Chien-Hua will be appointed as a Director effective upon compliance
with Notice to Shareholders pursuant to Section 14f of the Securities & Exchange
Act of 1934.
STANDING AUDIT COMMITTEE. None.
NOMINATION COMMITTEE. None.
COMPENSATION COMMITTEE. None.
4
EXECUTIVE COMPENSATION
- -----------------------
No other Directors of the Company have received compensation for their
services as Directors nor have been reimbursed for expenses incurred in
attending Board meetings.
The Company may pay compensation to its officers and Directors in the future
although no final determinations have been made as of the date hereof.
The Company did not provide compensation to the prior officers and
directors.
LEGAL PROCEEDINGS:
The Company is not aware of any legal proceedings in which any Director,
nominee, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting securities of the
Company, or any associate of any such Director, nominee, 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.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT:
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of the common stock and other equity securities of the
Company. Officers, Directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. The information in this section is based solely upon a
review of the Forms 3, 4 and 5 received by the Company.
The Company is not aware of any person who at any time during the prior to
the quarter ended September 30, 2002 was a director, officer, or beneficial
owner of more than ten percent of the common stock of the Company, and who
failed to file, on a timely basis, reports required by Section 16(a) of the
Securities Exchange Act of 1934 since the company filed it Registration
Statement of Form 10SB with the Securities Exchange Commission.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
5
OTHER INFORMATION:
The Company files periodic reports, proxy statements and other documents
with the Securities and Exchange Commission. You may obtain a copy of these
reports by accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
Dated November 20, 2002
By Order of the Board of Directors
GoalTimer International, Inc.
By:/s/ Luke C. Zouvas
Name: Luke C. Zouvas, Esq.
Title: Custodian
6