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INFORMATION STATEMENT
DATED: September 4, 2003
SUPERIORCLEAN, INC.
0011-123 St. NW, Suite 2303
Edmonton, Alberta, Canada N7V 1X4
(519) 541-1564
INFORMATION STATEMENT
This information statement (the "Information
Statement") is furnished to the shareholders of
SuperiorClean, Inc., a Nevada corporation (the
"Company"), with respect to certain corporate actions of
the Company. This information is first being provided to
shareholders on or about September 4, 2003.
The corporate actions involve two proposals (the
"Proposals"):
1. To approve an amendment to the
Company's Articles of Incorporation to increase the
authorized common stock, par value $0.001 per share, of
the Company from 20,000,000 shares to 50,000,000 shares.
2. To approve an amendment to the Company's
Articles of Incorporation to change the Company's name to
Megola, Inc.
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF
BUSINESS ON AUGUST 22, 2003 (THE "RECORD DATE") ARE
ENTITLED TO NOTICE OF THE PROPOSAL. PRINCIPAL
SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL COLLECTIVELY
HOLD IN EXCESS OF 50% OF THE COMPANY'S 9,589,000 OUTSTANDING
SHARES ENTITLED TO VOTE ON THE PROPOSAL HAVE INDICATED THAT
THEY WILL VOTE IN FAVOR OF THE PROPOSAL. AS A RESULT, THE
PROPOSAL SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE
VOTE OF ANY OTHER SHAREHOLDERS OF THE COMPANY. THIS
ACTION IS EXPECTED TO BE TAKEN NOT LESS THAN TWENTY (20)
DAYS FROM THE MAILING OF THIS INFORMATION STATEMENT, BUT
AS SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ ALDO ROTONDI
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DIRECTOR AND CHIEF EXECUTIVE OFFICER
Edmonton, Alberta, Canada
September 4, 2003
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TABLE OF CONTENTS
PAGE NO.
ABOUT THE INFORMATION STATEMENT.............................................1
What is the Purpose of the Information Statement?......................1
Who is Entitled to Notice?.............................................1
What Corporate Matters Will the Principal Shareholders Vote for and
How Will They Vote?...................................................1
What Vote is Required to Approve the Proposal?.........................1
STOCK OWNERSHIP.............................................................2
Beneficial Owners......................................................2
Directors and Executive Officers.......................................3
PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION.....................4
Purpose of Increasing Number of Authorized Shares of Common Stock......4
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION to change the
Company's name to Megola, Inc...............................................4
Description of Securities..............................................5
Common Stock...........................................................5
Preferred Stock........................................................5
Secured Convertible Debentures.........................................5
Warrants....................................................................6
Stock Option Plan......................................................6
Dividends...................................................................7
Transfer Agent.........................................................8
Anti-takeover Effects of Provisions of the Articles of Incorporation...8
Additional Information.................................................8
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON....9
PROPOSALS BY SECURITY HOLDERS...............................................9
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS................9
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SUPERIORCLEAN, INC.
0011-123 St. NW, Suite 2303
Edmonton, Alberta, Canada N7V 1X4
(519) 541-1564
INFORMATION STATEMENT
SEPTEMBER 4, 2003
This information statement contains information
related to certain corporate actions of SuperiorClean, Inc.,
a Nevada corporation (the "Company"), and is expected to be
mailed to shareholders on or about September 4, 2003.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This information statement is being provided
pursuant to Section 14 of the Securities Exchange Act of
1934 to notify the Company's shareholders as of the close
of business on the Record Date of corporate action
expected to be taken pursuant to the consents or
authorizations of principal shareholders. Shareholders
holding a majority of the Company's outstanding common
stock are expected to act upon certain corporate matters
outlined in this information statement, which action is
expected to take place September 24, 2003, consisting of the
approval of two amendments to the Company's Articles of
Incorporation to increase the authorized common stock to
50,000,000 shares and to change the name of the Company to
Megola, Inc.
WHO IS ENTITLED TO NOTICE?
Each outstanding share of common stock as of
record on the close of business on the Record Date, August
22, 2003, will be entitled to notice of each matter to be
voted upon pursuant to consents or authorizations.
Shareholders as of the close of business on the record date
that hold in excess of fifty percent (50%) of the Company's
9,589,000 outstanding shares of common stock have
indicated that they will vote in favor of the Proposal.
Under Nevada corporate law, all the activities requiring
shareholder approval may be taken by obtaining the written
consent and approval of more than 50% of the holders of
voting stock in lieu of a meeting of the shareholders. No
action by the minority shareholders in connection with the
proposal is required.
WHAT CORPORATE MATTERS WILL THE PRINCIPAL SHAREHOLDERS
VOTE FOR AND HOW WILL THEY VOTE?
Shareholders holding a majority of the outstanding
stock have indicated that they will vote for the following
matters:
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* FOR the approval of an amendment to the
Company's Articles of Incorporation to increase the
authorized shares of the Company's common stock from
20,000,000 to 50,000,000 shares (see page 2).
* FOR the approval of an amendment to the
Company's Articles of Incorporation to change
the name of the Company to Megola, Inc. (see page 2).
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK.
For the approval of an amendment to the Company's Articles
of Incorporation to increase the authorized shares of the
Company's common stock from 20,000,000 to 50,000,000,
the affirmative vote of a majority of the shares of common
stock outstanding on the record date, or 4,794,500, will be
required for approval. Shareholders holding in excess of
4,794,500 shares have indicated that they will vote for
the approval of the amendment.
CHANGE ON COMPANY NAME. For the approval of an amendment
to the Company's Articles of Incorporation to change the
Company's name to Megola, Inc., the affirmative vote of a
majority of the shares of common stock outstanding on the
record date, or 4,794,500, will be required for approval.
Shareholders holding in excess of 4,794,500 shares have
indicated that they will vote for the approval of the
amendment.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
The following table sets forth the number of shares of
Common Stock owned of record and beneficially as of August
18, 2003 by current executive officers, directors, persons
who hold 5% or more of the outstanding Common Stock of the
Company and by current officers and directors as a group.
The table also reflects the number of shares which are
expected to be owned by such persons following sale of their
shares pursuant to the Agreement. The business address of
all persons and entities below is: 0011-123 St. NW, Suite
2303, Edmonton, Alberta, Canada N7V 1X4.
Name and Address Number Percent
- ------------------------------------------------------------
Aldo Rotondi 3,000,000 31.3%
Nevada Fund (1) 3,500,000 36.5
All directors and
executive officers 3,000,000 31.3%
(1 persons)
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(1) Includes 1,000,000 shares also owned by Mr. Stephen
Brock and GoPublicToday.com,Inc., of which he is the
principal. Mr. Brock is also the principal of the Nevada
Fund.
This table is based upon information derived from our
stock records. Unless otherwise indicated in the footnotes
to this table and subject to community property laws where
applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned.
Applicable percentages are based upon 9,589,000 shares of
common stock outstanding as of August 22, 2003.
PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION
The Company's Board of Directors proposes an
amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of common stock,
par value $0.001 per share, from 20,000,000 to 50,000,000
shares.
PURPOSE OF INCREASING NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company is contractually obligated to use
some of the additional authorized shares of common stock
for issuance upon the closing of the common stock purchase
agreement with Megola, Inc. The number of issued and
outstanding shares that must be issued to shareholders of
Megola, Inc. in exchange for their shares in Megola, Inc.
exceeds the currently authorized and unissued shares of
common stock of the Company. In addition to the
reasons set forth above, the Company's Board of
Directors believes that it is desirable to have additional
authorized shares of common stock available for other
possible future financings, possible future acquisition
transactions and other general corporate purposes. The
Company's Board of Directors believes that having such
additional authorized shares of common stock available
for issuance in the future should give the Company
greater flexibility and may allow such shares to be issued
without the expense and delay of a special shareholders'
meeting. Although such issuance of additional shares
with respect to future financings and acquisitions
would dilute existing shareholders, management believes
that such transactions would increase the value of the
Company to its shareholders.
The amendment to the Company's Articles of
Incorporation provides for the authorization of
20,000,000 additional shares of the Company's common
stock. As of August 22, 2003, 9,589,000 shares of the
Company's common stock were outstanding.
The amendment to the Company's Articles of
Incorporation shall be filed with the Nevada Secretary of
State so that the Article 4 of the Articles of
Incorporation shall be as follows:
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The aggregate number of shares which the
corporation shall have authority to issue shall consist
of 50,000,000 shares of Common Stock having a $.001 par
value, and 5,000,000 shares of Preferred Stock having a
$.001 par value. The Common and/or Preferred Stock of
the Company may be issued from time to time without
prior approval by the stockholders. The Common
and/or Preferred Stock may be issued for such
consideration as may be fixed from time to time by the
Board of Directors. The Board of Directors may issue
such share of Common and/or Preferred Stock in one or
more series, with such voting powers,
designations, preferences and rights or
qualifications, limitations or restrictions thereof as
shall be stated in the resolution or resolutions.
There are certain advantages and disadvantages
of voting for an increase in the Company's authorized
common stock. The advantages include:
* The ability to raise capital by issuing capital
stock under the transaction described above, or other
financing transactions.
* The ability to fulfill our Company's obligations by
having capital stock available upon the exercise or
conversion of outstanding convertible debentures.
* To have shares of common stock available to pursue
business expansion opportunities, if any.
The disadvantages include:
* Dilution to the existing shareholders, including a
decrease in our net income per share in future periods.
This could cause the market price of our stock to decline.
The issuance of authorized but unissued stock could be
used to deter a potential takeover of the Company that may
otherwise be beneficial to shareholders by diluting the
shares held by a potential suitor or issuing shares to a
shareholder that will vote in accordance with the Company's
Board of Directors' desires. A takeover may be beneficial to
independent shareholders because, among other reasons, a
potential suitor may offer such shareholders a premium for
their shares of stock compared to the then-existing market
price. The Company does not have any plans or proposals to
adopt provisions or enter into agreements that may have
material anti-takeover consequences.
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION
The Company's Board of Directors proposes an
amendment to the Company's Articles of Incorporation to
change the Company's name to Megola, Inc.
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The amendment to the Company's Articles of Incorporation
shall be filed with the Nevada Secretary of State so that
the Article 1 of the Articles of Incorporation shall be
as follows:
1. Name of Company:
Megola, Inc.
This action is required under the common stock purchase
agreement we signed with Megola, Inc.
DESCRIPTION OF SECURITIES
COMMON STOCK
The current authorized capital stock of the
Company consists of 20,000,000 shares of common stock, par
value $0.001 per share. As of August 22, 2003, the Company
had 9,589,000 shares of common stock outstanding. Each share
of the Company's common stock entitles the holder to one
vote on each matter submitted to a vote of shareholders,
including the election of directors. There is no cumulative
voting. The holders of the Company's common stock are
entitled to receive ratably such dividends, if any, as may
be declared from time to time by the Board of Directors out
of funds legally available therefor. Holders of the
Company's common stock have no preemptive, conversion or
other subscription rights. There are no redemption or
sinking fund provisions available to the Company's common
stock. In the event of liquidation, dissolution or winding
up the Company, the holders of common stock are entitled
to share ratably in all assets remaining after payment of
liabilities. Additional information can be found in our
Articles of Incorporation and our Bylaws, which are filed
with the Securities and Exchange Commission.
TRANSFER AGENT
PACIFIC STOCK TRANSFER COMPANY
500 E. Warm Springs Road, Suite 240
Las Vegas NV 89119
(702) 361-3033
FAX (702) 433-1979
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION
AUTHORIZED AND UNISSUED STOCK. Authorized but
unissued shares of common stock and preferred stock,
approved, would be available for future issuance without
our shareholders' approval. These additional shares may be
utilized for a variety of corporate purposes including
but not limited to future public or direct offerings to
raise additional capital, corporate acquisitions and
employee incentive plans. The issuance of such shares may
also be used to deter a potential takeover of the
Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential
suitor or issuing shares to a shareholder that will vote
in accordance with the Company's Board of Directors'
desires. A takeover may be beneficial to shareholders
because, among other reasons, a potential suitor may
offer shareholders a premium for their shares of stock
compared to the then-existing market price.
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ADDITIONAL INFORMATION
We are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended, and in
accordance therewith file reports, proxy statements and
other information including annual and quarterly reports on
Form 10-K and 10-Q with the Securities and Exchange
Commission. Reports and other information filed by us can be
inspected and copied at the public reference facilities
maintained at the Securities and Exchange Commission at Room
1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies
of such material can be obtained upon written request
addressed to the Securities and Exchange Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Securities and Exchange
Commission also maintains a web site on the Internet
(http://www.sec.gov) where reports, proxy and information
statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission
through the Electronic Data Gathering, Analysis and
Retrieval System may be obtained free of charge.
Information concerning the common stock purchase
agreement with Megola, Inc. is incorporated by reference
from the Company's report on Form 8-K filed August 22, 2003.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS
TO BE ACTED UPON
(a) No officer or director of the Company
has any substantial interest in the matters to be acted
upon, other than his role as an officer or director of the
Company.
(b) No director of the Company has informed
the Company that he intends to oppose the proposed actions
to be taken by the Company set forth in this information
statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to
included any proposals in this information statement.
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one information statement is being delivered
to multiple security holders sharing an address unless the
Company has received contrary instructions from one or more
of the security holders. The Company shall deliver
promptly upon written or oral request a separate copy of the
information statement to a security holder at a shared
address to which a single copy of the documents was
delivered. A security holder can notify the Company that
the security holder wishes to receive a separate copy of
the information statement by sending a written request
to the Company at 0011-123 St. NW, Suite 2303, Edmonton,
Alberta, Canada N7V 1X4 ; or by calling the Company at
(519) 541-1564 and requesting a copy of the Information
Statement. A security holder may utilize the same address
and telephone number to request either separate copies or a
single copy for a single address for all future information
statements and annual reports.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Aldo Rotondi
-------------------------
Aldo Rotondi
Director and Chief Executive Officer
Edmonton, Alberta, Canada
September 4, 2003
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