UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY PARTY OTHER THAN THE REGISTRANT [_]
CHECK THE APPROPRIATE BOX:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
RESOLVE STAFFING, INC.
(Name of Registrant as specified in its charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
exchange act rule 0-11:
(4) Proposed maximum aggregate value of transaction: (5) Total fee paid:
[_] 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
RESOLVE STAFFING, INC.
102 Falkenburg, Suite B.
Tampa, FL 33602
---------------
NOTICE OF SHAREHOLDER MAJORITY ACTION
IN LIEU OF AN ANNUAL MEETING
---------------
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
----------------
NOTICE IS HEREBY GIVEN TO ALL SHAREHOLDERS THAT ACTION WILL BE TAKEN IN
LIEU OF AN ANNUAL MEETING OF RESOLVE STAFFING, INC., A NEVADA CORPORATION
("COMPANY") ON OR ABOUT DECEMBER 22, 2004 TO AUTHORIZE AND APPROVE THE FILING OF
AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO:
(i) authorize and approve a reverse stock split of one-for- five
shares of outstanding common stock of the Registrant, in
accordance with the Nevada Revised Statutes ss.78.2055
("Reverse Split");
(ii) make no change in the total number of authorized shares of
common stock that can issue by the Registrant; and
(iii) make no change in the current par value of the Registrant's
common stock as a result of the reverse stock split.
Currently, the Registrant is authorized to issue 50,000,000 shares
of common stock, par value $.0001 per share, of which there are 9,695,582 shares
of common stock issued and outstanding before giving effect to the Reverse Split
and 10,000,000 shares of preferred stock, par value $.0001 per share of which
there are no such shares outstanding. Shareholders of record as of November 15,
2004 are entitled to receive notice of this action.
By order of the Board of Directors
/s/ Ronald Heineman
----------------------------------
Ronald Heineman
Chairman of the Board
Dated: November 29, 2004
2
RESOLVE STAFFING, INC.
104 Falkenburg, Suite 104
Tampa, FL 33602
---------------
Information Statement pursuant to section 14(C)
of the securities and exchange act of 1934
---------------
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
----------------
This Information Statement ("Information Statement") is being mailed on
or about November 30, 2004 to the holders of record at the close of business on
November 25, 2004, of the common stock, $.0001 par value per share (the "Common
Stock") of Resolve Staffing, Inc. (the "Registrant"), in connection with action
by written consent to authorize and approve the filing of an amendment to the
Registrant's Articles of Incorporation for the purpose of effecting:(i) a
reverse stock split of the outstanding shares of the Registrant's Common Stock
on a one-for-five basis, with no fractional shares to issue for any uneven or
odd number of shares. The Reverse Split shall be accomplished by using rounding
up principals rather than issuing any fractional shares of common stock or cash
in lieu of fractional shares; (ii) maintaining the par value of the Registrant's
Common Stock at $.0001; and (iii) maintaining the current number of shares of
Common Stock the Registrant is authorized to issue at 50,000,000. Members of the
Board of Directors and three shareholders own or have voting authority for
7,123,102 shares of Common Stock. This beneficial ownership represents
approximately 73% of the total outstanding votes of all issued and outstanding
shares of Common Stock of the Company and such votes are sufficient to approve
the proposed action on the record date of November 25, 2004. Dissenting
shareholders do not have any statutory appraisal rights as a result of the
action taken. All members of the Board of Directors and such other shareholders
have indicated their intention to execute written consents in favor of the
proposed action on behalf of the shares of the Registrant that they own or for
which they have voting authority. The Board of Directors does not intend to
solicit any proxies or consents from any other shareholders in connection with
this action.
ss. 78.320 of the Nevada Revised Statutes 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 meeting. Pursuant to ss.78.390
of the Nevada Revised Statutes, a majority of the outstanding voting shares of
stock entitled to vote thereon is required in order to effect a reverse stock
split in accordance with ss.78.2005 of the Nevada Revised Statues. In order to
eliminate the costs and management time involved in obtaining proxies and in
order to effect the above actions as early as possible in order to accomplish
the purposes of the Registrant as hereafter described, the Board of Directors of
the Company approved a resolution authorizing the one for five reverse stock
3
split on the terms and conditions described herein, and did in fact obtain, the
written consents of the holders of a majority of the votes of the outstanding
Common Stock required to approve such action.
Pursuant to ss.78.370 of the Nevada Revised Statutes, the Registrant is
required to provide prompt notice of the taking of the corporate action without
a meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement is intended to provide such notice. No
dissenters' or appraisal rights under Nevada Law are afforded to the
Registrant's stockholders as a result of the approval of the actions described
herein.
This Information Statement is being distributed pursuant to the
requirements of Section 14(c) of the Securities Exchange Act of 1934.
The entire cost of furnishing this Information Statement will be borne
by the Registrant. The Registrant will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of the Common Stock held of record by them
and will reimburse such persons for their reasonable charges and expenses in
connection therewith.
INFORMATION RELATING TO THE COMPANY'S COMMON STOCK
The shares of Common Stock are the only class of voting securities of
the Registrant outstanding. Each share of Common Stock is entitled to one vote
per share on all matters submitted to a vote of the shareholders. As of November
25, 2004, the Company had 9,695,582 shares of their Common Stock outstanding.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date information
concerning ownership of the Registrant's securities by (i) each director, (ii)
each executive officer, (iii) all directors and executive officers as a group;
and (iv) each person known to the Registrant to be the beneficial owner of more
than five percent of each class of outstanding securities:
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares that the selling stockholder has the right to acquire within 60
days.
Beneficial Ownership(1)
-----------------------
Name of Beneficial Owner Shares Percentage
- ------------------------ ------ ----------
Ron Heinenman (2) 3,360,000 34.7%
William Brown (3) 6,245,902 47.6%
Don Quarterman (4) 950,000 9.8%
Mike Knox (5) 200,000 2.1%
Cristino Perez (6) 789,655 8.0%
Wanda Dearth (7) 525,000 5.3%
All officers and directors as a group 10,735,902 81.8%
- ----------
(1) Percentage of beneficial ownership is calculated using the number of shares
of common stock outstanding combined with the outstanding common stock purchase
warrants exercisable within 60 days from the date of this Information Statement
for each individual owner.
(2) Ron Heineman is our chairman and chief executive officer. This amount
includes 1,360,000 shares that Mr. Heineman owns directly, and 2,000,000 shares
which are owned by ELS, Inc., a corporation wholly-owned by Mr. Heineman.
(3) William A. Brown is a director. This amount includes 2,334,135 shares and
2,267,300 common stock purchase warrants owned by the William A. Brown Family
Trust; 2,000 shares owned by Christina Brown, Mr. Brown's wife; and 478,967
shares and 1,163,500 common stock purchase warrants owned by Work Holdings, LLC,
a corporation wholly-owned by Mr. Brown.
(4) Don Quarterman is a director. This amount includes 950,000 shares owned by
Pinnacle Corporate Services, LLC, a corporation controlled by Mr. Quarterman.
(5) Mr. Knox is our chief financial officer.
(6) Mr. Perez is a former chief financial officer. This amount includes 45,027
shares and 34,400 common stock purchase warrants that he owns directly, and
560,228 shares and 150,000 common stock purchase warrants owned by Global
Partners, LLC, a corporation controlled by Mr. Perez.
(7) Ms. Dearth is a former chief executive officer of the Company. This amount
includes 275,000 shares and 250,000 common stock purchase warrants owned
directly by Ms. Dearth.
5
APPROVAL OF THE REVERSE STOCK SPLIT
The Registrant's board of directors has approved: (a) the terms and
conditions of a one-for-five reverse split of all outstanding shares of Common
Stock of the Registrant as of the record date of November 25, 2004; (b)
maintaining the par value of the Company's Common Stock at $.0001; and (c)
maintaining the number of shares of authorized Common Stock for issuance at
50,000,000 shares, all of such action being in accordance with ss.78.2055 of the
Nevada Revised Statutes. The members of the Registrant's board of directors and
certain other shareholders, which together hold approximately 73% of the
Registrant's Common Stock have approved these actions and has consented in
writing to these actions being taken.
ONE-FOR-FIVE REVERSE SPLIT
As a result of the Reverse Split, each share of Common Stock
outstanding at the Effective Date of the Reverse Split, will, without any action
on the part of the holder thereof, become one-fifth share of Common Stock. This
means that for every five shares of Common Stock outstanding at the Record Date,
such shares shall be converted to one whole share of Common Stock giving effect
to the Reverse Split. No fractional shares of New Common Stock will be issued to
any shareholder. Accordingly, shareholders of record who would otherwise be
entitled to receive fractional shares of New Common Stock, will, upon surrender
of their certificates representing shares of Old Common Stock, receive in lieu
thereof an additional share.
The effect of the Reverse Split will also maintain the par value per
share of the Registrant's Common Stock at $.0001 and will be to maintain the
number of shares of Common Stock authorized for issuance at 50,000,000.
Maintaining the par value per share will reduce the Registrant's capital stock
accounts in that significantly fewer shares will be outstanding after the
one-for-five Reverse Split. For purposes of this description, the Common Stock,
as presently constituted, is referred to as the "Old Common Stock" and the
Common Stock resulting from the Reverse Split is referred to as the "New Common
Stock."
EFFECTIVE DATE OF THE REVERSE SPLIT
The Reverse Split would become effective as of 5:00 p.m. Las Vegas, Nevada
time on the date of filing of a certificate of amendment to our articles of
incorporation with the office of the Secretary of State of Nevada. Except as
explained below with respect to fractional shares, on such date, all shares of
our Common Stock that were issued and outstanding immediately prior thereto will
be, automatically and without any action on the part of the stockholders,
converted into new shares of our Common Stock in accordance with the one for
five exchange ratio as set forth in this Information Statement.
6
PRINCIPAL EFFECTS OF THE REVERSE SPLIT
The principal effects of the Reverse Split will be as follows:
Based upon the 9,695,582 shares of Old Common Stock outstanding on the
Record Date, the Reverse Split would decrease the outstanding shares of Old
Common Stock by 80%, and, upon the effectiveness of the Reverse Split
approximately 1,939,116 shares of New Common Stock would be outstanding.
The Registrant will obtain new CUSIP numbers for the New Common Stock
at the time of the Reverse Split. Following the effectiveness of the Reverse
Split, the Registrant will provide each record holder of Old Common Stock with
information to enable such holder to obtain new Common Stock certificates.
Subject to the provisions for elimination of fractional shares, as
described below, consummation of the Reverse Split will not result in a change
in the relative equity position or voting power of the holders of Old Common
Stock.
The Certificate of Amendment amending the Articles of Incorporation to
effect the Reverse Split will be filed with the Secretary of State of Nevada 20
days following the mailing of this Notice to shareholders. The Reverse Split
would become effective as of the date of such filing (the "Effective Date").
PURPOSES OF THE REVERSE STOCK SPLIT
The Board of Directors believes that the Reverse Split, as part of a
larger plan of financing and recapitalization, is in the best interest of the
Company and its shareholders.
Our board of directors has recommended that we implement the Reverse
Split of our Common Stock for the purpose of increasing the market price of our
Common Stock. The Reverse Split exchange ratio that the board of directors
approved and deemed advisable is on a one for five basis to occur at the
Effective Date.
Our present capital structure authorizes 50,000,000 shares of Common
Stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par
value $0.0001 per share. The board of directors believes this capital structure
is inadequate for our present and future needs. Therefore, the board has
approved the amendment of our articles of incorporation to effect a Reverse
Split of our Common Stock. The board believes this capital structure more
appropriately reflects our present and future needs and recommends the amendment
to our stockholders for adoption.
EXCHANGE OF CERTIFICATE AND ELIMINATION OF FRACTIONAL SHARE INTERESTS
On the Effective Date, each five shares of Old Common Stock will
automatically be combined and changed into one share of New Common Stock. No
additional action on the part of the Registrant or any shareholder will be
required in order to effect the Reverse Split. Shareholders will be requested to
7
exchange their certificates representing shares of Old Common Stock held prior
to the Reverse Split for new certificates representing shares of New Common
Stock. Shareholders will be furnished the necessary materials and instructions
to effect such exchange promptly following the Effective Date. Certificates
representing shares of Old Common Stock subsequently presented for transfer will
not be transferred on the books and records of the Company but will be returned
to the tendering person for exchange. Shareholders should not submit any
certificates until requested to do so. In the event any certificate representing
shares of Old Common Stock is not presented for exchange upon request by the
Registrant, any dividends that may be declared after the Effective Date of the
Reverse Split with respect to the Common Stock represented by such certificate
will be withheld by the Registrant until such certificate has been properly
presented for exchange, at which time all such withheld dividends which have not
yet been paid to a public official pursuant to relevant abandoned property laws
will be paid to the holder thereof or his designee, without interest.
No fractional shares of New Common Stock will be issued to any
shareholder. Accordingly, shareholders of record who would otherwise be entitled
to receive fractional shares of New Common Stock, will, upon surrender of their
certificates representing shares of Old Common Stock, receive in lieu thereof an
additional share.
EFFECT OF THE REVERSE SPLIT ON OTHER SECURITIES
As of the Record Date, there were 4,256,600 Common Stock purchase
warrants outstanding. Each warrant represents the right to purchase one share of
Common Stock at a price of $.15 ("Warrants"). Each Warrant represents the right
to purchase one share of Old Common Stock at $.15 and subsequent to the
Effective Date of the Reverse Split, each Warrant will have the right to
purchase one share of New Common Stock at $.75. The number of Warrants
outstanding prior to the Effective Date will also be adjusted on a one for five
basis in order to give effect to the Reverse Split.
There are no shares of preferred stock outstanding as of the date of
this Information Statement and the Reverse Split shall in no way effect the
authorized number of shares of preferred stock for future issuance.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
The combination of each five shares of the Old Common Stock into one
share of New Common Stock should be a tax-free transaction under the Internal
Revenue Code of 1986, as amended, and the holding period and tax basis of the
Old Common Stock will be transferred to the New Common Stock received in
exchange therefor.
Generally, cash received in lieu of fractional shares will be treated
as a sale of the fractional shares (although in unusual circumstances such cash
might possibly be deemed a dividend), and shareholders will recognize gain or
loss based upon the difference between the amount of cash received and the basis
8
in the surrendered fractional share. However, no cash in lieu of fractional
shares is being paid to shareholders by the Registrant as principals of rounding
for fractional shares shall control, meaning that any fractional share of Common
Stock that would issue would result in one additional share of Common Stock
being issued to effect the Reverse Split.
This discussion should not be considered as tax or investment advice,
and the tax consequences of the Reverse Split may not be the same for all
shareholders. Shareholders should consult their own tax advisors to know their
individual Federal, state, local and foreign tax consequences.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10 percent of a registered class of our
equity securities, file with the U.S. Securities and Exchange Commission ("SEC")
initial reports of ownership and reports of changes in ownership of our equity
securities. Officers, directors and greater than 10 percent stockholders are
required by SEC regulation to furnish us with copies of all Section 16(a) forms
they file. All such persons have filed all required reports.
DOCUMENTS INCORPORATED BY REFERENCE
Our Annual Report on Form 10-KSB for the year ended December 31,
2003 and financial information from our quarterly reports for the periods ended
March 31, 2004, June 30, 2004 and September 30, 2004, are incorporated herein by
reference. The Registrant amended its quarterly reports on November 10, 2004 for
the periods ended March 31, 2004 and June 30, 2004.
COPIES OF ANNUAL AND QUARTERLY REPORTS
We will furnish a copy of our Annual Report on Form 10-KSB for the
year ended December 31, 2003 and a copy of our quarterly reports for the periods
ended March 31, 2004, June 30, 2004 and September 30, 2004 and any exhibit
referred to therein without charge to each person to whom this Information
Statement is delivered upon written or oral request by first class mail or other
equally prompt means within one business day of receipt of such request. Any
request should be directed to our corporate secretary at 105 North Falkenburg
Road, Suite B, Tampa, Florida 33619, telephone (813) 662-0074.
Dated this 29th day of November, 2004.
By Order of the Board of Directors,
/s/ Ronald Heineman
-------------------------------------
Ronald Heineman
President and Chief Executive Officer
9