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 14a-6(e)(2))
ESSXSport Corp.
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(Name of Registrant as Specified in 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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ESSXSPORT CORP.
9812-14 GLENOAKS BOULEVARD
SUN VALLEY, CALIFORNIA 91352
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
REGULATION 14C THEREUNDER
TO OUR STOCKHOLDERS:
This Information Statement is being sent by first class mail to all record and
beneficial owners of the $0.001 par value Common Stock of Essxsport Corp., a
Nevada corporation, (the "Company").
On April 22, 2004, the record date for determining the identity of stockholders
who are entitled to receive this Information Statement, 139,450,000 shares of
Common Stock were issued and outstanding. The Common Stock constitutes the sole
outstanding class of voting securities of the Company. Each share of Common
Stock entitles the holder thereof to one vote on all matters submitted to
shareholders. The mailing date of this Information Statement is April 30, 2004.
NO VOTE OR OTHER CONSENT OF THE STOCKHOLDERS IS SOLICITED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
On April 9, 2004, stockholders who collectively own 72,415,392 shares, or
approximately 51.4%, of our issued and outstanding Common Stock (the "Consenting
Stockholders"), consented in writing to:
Amending the Articles of Incorporation to change our Company's name to "Giant
Jr. Investments, Corp."
The Consenting Stockholders have not consented to or considered any other
corporate action.
Our Company will pay the cost of printing and distributing this Information
Statement to our stockholders. Brokers, nominees and other custodians will be
instructed to forward copies of this Information Statement to the beneficial
owners of shares held in custodial accounts. We will reimburse brokers, nominees
and other custodians for the expenses incurred in forwarding this Information
Statement to the beneficial owners of our Common Stock.
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FORWARD LOOKING STATEMENTS
This Information Statement and other reports that we file with the SEC contain
forward-looking statements about our business containing the words "believes,"
"anticipates," "expects" and words of similar import. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results or performance to be materially different from the
results or performance anticipated or implied by such forward-looking
statements. Given these uncertainties, stockholders are cautioned not to place
undue reliance on forward-looking statements. Except as specified in SEC
regulations, we have no duty to publicly release information that updates the
forward-looking statements contained in this Information Statement. Additional
risks will be disclosed from time to time in our future SEC filings.
GENERAL
This Information Statement is being furnished to all of the Common Stock
shareholders of the Company, in connection with the approval by the Company's
shareholders of an amendment to the Company's Articles of Incorporation changing
its name to "Giant Jr. Investments, Inc." (the "Amendment").
The Company's Board of Directors and shareholders owning approximately 51.4% of
the Company's Common Stock on April 9, 2004, approved and recommended that the
Amendment be effected. Such approval of recommendations by the Board of
Directors and shareholders will become effective as of the date the Amendment is
filed with the Nevada Secretary of State. The Amendment is expected to be filed
on or about May 20, 2004, and will become effective upon the filing with the
Secretary of State of Nevada (the "Effective Date"). If the proposed Amendment
was not adopted by written consent it would have been required to be considered
by the Company's shareholders, at a special shareholders' meeting convened for
the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of shareholders to approve the
Amendment is authorized by the Nevada Revised Statutes (the " Nevada Law") which
provides that the written consent of the holders of the outstanding shares of
voting stock, having not less than the minimum number of votes which would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, may be substituted for such a
special meeting. Pursuant to the Nevada Law, a majority of the outstanding share
of voting stock entitled to vote thereon is required in order to approve an
amendment to Company's Articles of Incorporation changing its name. In order to
eliminate the costs and management time involved in holding a special meeting
and in order to approve the Amendment as early as possible in order to
accomplish the purpose of the Company as hereafter described, the Board of
Directors of the Company voted to utilize the written consent of the holders of
a majority in interest of the outstanding Common Stock of the Company.
Stockholders who beneficially own approximately 51.4% of the outstanding Common
Stock of the Company entitled to vote on the Amendment, gave their written
consent to the approval of the Amendment described in this Information Statement
on April 9, 2004. The written consent became effective on April 9, 2004, the
date on which their written consent was filed with the Secretary of the Company.
The date on which this Information Statement was first sent to the shareholders
is on or about April 30, 2004. The record date established by the Company for
the purpose of determining the number of outstanding shares of Common Stock of
the Company is April 22, 2004 (the "Record Date").
Pursuant to the Nevada Law, the Company is required to provide prompt notice of
the taking of the corporation action without a meeting to shareholders who have
not consented in writing to such action. Inasmuch as the Company will have
provided to its shareholders of record this Information Statement, the Company
will notify its shareholders by letter filed under a Current Report on Form 8-K
of the effective date of the name change. No additional action will be
undertaken pursuant to such written consents, and no dissenters' rights under
the Nevada Law are afforded to the Company's shareholders as a result of the
approval of the Amendment.
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CONSENTING STOCKHOLDERS
On April 9, 2004, the following Consenting Stockholders, who collectively own
approximately 51.4% of our Common Stock, consented in writing to approve the
Amendment;
NAME SHARES PERCENT
Bruce Caldwell 12,415,392 8.9%
Working Capital, Inc. 5,500,000 3.9%
Forest, Glenneyre & Associates, Inc 5,400,000 3.8%
Blaise Investments 5,900,000 4.2%
Samarinda Securities 5,550,000 3.9%
Strategic Investments, Inc. 5,900,000 4.2%
Arrow Funding, Ltd. 4,250,000 3.0%
Stonehedge Capital, Ltd. 5,900,000 4.2%
CAA Holding, Inc. 6,500,000 4.6%
MCA Holdings, Inc. 5,100,000 3.6%
Javan Khazali 2,500,000 1.8%
Bel Air Stuffing Group, Inc. 2,500,000 1.8%
Euroasia Holdings Corp. 5,000,000 3.5%
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TOTAL 72,415,392 51.4%
Under Nevada law, we are required to give all stockholders written notice of any
actions that are taken by written consent without a stockholders meeting. Under
Section 14(c) of the Securities Exchange Act of 1934 (the "Exchange Act"), the
actions taken by written consent without a shareholders meeting cannot become
effective until 20 days after the mailing date of this Information Statement. We
are not seeking written consent from any of our stockholders and our other
stockholders will not be given an opportunity to vote with respect to the
actions taken. All necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of:
o Advising stockholders of the actions taken by written consent, as required
by Nevada law; and
o Giving stockholders advance notice of the actions taken, as required by the
Exchange Act
Stockholders who were not afforded an opportunity to consent or otherwise vote
with respect to the actions taken have no right under Nevada law to dissent or
require a vote of all our stockholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of April
22, 2004, with respect to (i) each person known to the Company to be the
beneficial owner of more than five percent (5%) of the Company's Common Stock;
(ii) each director of the Company; and (iii) all directors, executive officers
and designated shareholders of the Company as a group. This information as to
beneficial ownership was furnished to the Company by or on behalf of the persons
named. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with the Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of common stock indicated as beneficially owned
by them.
AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
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Dato'Sri Ram Sarma, Chairman of the Board 4,279,876 3.1%(1)
Bruce Caldwell, President, CEO and Director 10,308,992 7.4%
Bonnie Caldwell, Secretary and Director 2,106,400 1.5%
Earl Bell, Director 1,500,000 1.1%
A. Chandrakumanan 4,279,876 3.1%(2)
Rick Foster, Director 350,000 .2%
Alberto Caberlotto 500,000 .5%
Officers and Directors as a Group (7 individuals) 23,325,144 16.9%
(1) Includes 3,969,876 shares owned by Kres Private Ltd., a Company of which
Mr. Sarma owns 50% interest.
(2) Includes 3,969,876 shares owned by Kres Private Ltd., a Company of which
Mr. Chandrakumanan owns 50% interest.
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AMENDMENT TO OUR ARTICLES OF INCORPORATION
CHANGE OF NAME
On April 9, 2004 the Board of Directors of the Company and shareholders owning
approximately 51.4% of the Company's issued and outstanding common stock
approved an Amendment to the Company's Articles of Incorporation changing the
name of the Company to "Giant Jr.
Investments Corp."
The Board of Directors of the Company has determined that in the best interest
of its shareholders, the Company should consider a different course of action.
In this regard the Company will pursue becoming a Business Development Company.
The Company plans to seek out strategic investments in a number of growth
industries. The Company intends to raise capital for investment into mid stage
businesses, and then provide management assistance and growth capital.
Therefore, since the Company will be focusing on today's junior companies with
the potential to become tomorrow's giants within their industry the name "Giant
Jr. Investments Corp." more accurately reflects the Company's planned business
model as a holding company with diversified interests outside of the sports
equipment industry.
The proposed Amendment will not have any material affect on the Company's
business, operations, reporting requirements, or stock price. Stockholders will
not be required to have new stock certificates reflecting the name change. New
stock certificates will be issued in due course as old certificates are tendered
to the Company's transfer agent.
ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports
that we previously filed with the Securities and Exchange Commission (the
"SEC"), including our:
Annual Report for the year ended August 31, 2003 (the "Form 10-KSB");
Quarterly Report for the quarter ended November 30, 2003 (the "Form 10-QSB").
Quarterly Report for the quarter ended February 29, 2004 (the "Form 10-QSB").
Copies of these reports are not included in this Information Statement but may
be obtained from the SEC's web site at http://www.sec.gov/. We will mail copies
of our prior SEC reports to any shareholder upon written request.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bruce Caldwell
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Bruce Caldwell, President
Sun Valley, California
April 28, 2004
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