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))
GIANT JR. INVESTMENTS CORP.
---------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(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:
GIANT JR. INVESTMENTS CORP.
2575 MCCABE WAY
IRVINE, CALIFORNIA 92614
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 Giant Jr. Investments
Corp., a Nevada corporation, (the "Company").
On June 1, 2005 the record date for determining the identity of stockholders who
are entitled to receive this Information Statement, 1,394,500 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 June 28, 2005.
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 June 1, 2005, stockholders who collectively own 723,098 shares, or
approximately 52%, of our issued and outstanding Common Stock (the "Consenting
Stockholders"), consented in writing to:
"Terminate the Company's legal status as a "Business Development Company"
("BDC") as defined under Section 2(a)(48) of the Investment Company Act of 1940,
as amended."
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.
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 to terminate the Company's status as a BDC.
The Company's Board of Directors and shareholders owning approximately 52% of
the Company's Common Stock on June 1, 2005, approved and recommended that the
Company terminate its status as a BDC. Such approval of recommendations by the
Board of Directors and shareholders will become effective as of the date a Form
N-54C is filed with the Securities and Exchange Commission ("SEC"), which should
be approximately twenty (20) days after the mailing of this Information
Statement to the Company's shareholders. The Form N-54C is expected to be filed
with the SEC on or about July 18, 2005, and will become effective upon such
filing (the "Effective Date"). If the proposed action 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 Company's termination as a BDC.
The elimination of the need for a special meeting of shareholders to approve the
Company's termination as a BDC 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 a change in business status of the Company. In order to
eliminate the costs and management time involved in holding a special meeting
and in order to approve the proposed action 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 52% of the outstanding Common
Stock of the Company entitled to vote on the termination of the Company's status
as a BDC, gave their written consent to the approval of such action described in
this Information Statement on June 1, 2005. The written consent became effective
on June 1, 2005, 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 June 28, 2005. The record date
established by the Company for the purpose of determining the number of
outstanding shares of Common Stock of the Company is June 1, 2005 (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 change in business status. 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 termination of the Company's status as a BDC.
CONSENTING STOCKHOLDERS
On June 1, 2005, the following Consenting Stockholders, who collectively own
approximately 52% of our Common Stock, consented in writing to approve the
Amendment;
NAME SHARES PERCENT
Bruce & Bonnie Caldwell 35,000 2.5%
Forest, Glenneyre & Associates, Inc 433,500 31.1%
Javan Khazali 25,000 1.8%
Dato'Sri Ram Sarma 42,799 3.1%
A. Chandrakumanan 42,799 3.1%
Brent Gordon Bjornson 60,000 4.3%
F.A. Ventures, Inc. 54,000 3.9%
Zebra Equities, Inc. 15,000 1.1%
William B. Barnett 15,000 1.1%
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TOTAL 723,098 52.0%
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of June 1,
2005, 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 BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED CLASS
Javan Khazali, CEO, CFO, and Director 25,000 1.8%
Dato'Sri Ram Sarma, Director 42,799 3.1%(1)
A. Chandrakumanan, Director 42,799 3.1%(2)
Tom Hemingway, Director -0- 0.0%
Dr. Conrad Loreto, Director -0- 0.0%
Diego Moya, Director -0- 0.0%
Forest Glenneyre & Assoc., Inc. 433,500 31.1%
Officers and Directors as a Group 110,598 8%
(6 individuals)
(1) Includes 39,699 shares owned by Kres Private Ltd., a Company of which Mr.
Sarma owns 50% interest.
(2) Includes 39,699 shares owned by Kres Private Ltd., a Company of which Mr.
Chandrakumanan owns 50% interest.
APPROVAL OF
TERMINATION OF COMPANY STATUS AS A BDC
FREQUENTLY ASKED QUESTIONS
Q: How will the Termination of BDC Status ("Termination") Affect My Ownership in
the Company?
A: Each shareholder will own the same class of our common stock after the
Termination as they did before Termination. The change in the Company's business
plan and future objectives has no affect on a shareholder's percentage ownership
in the Company or the number of shares he/she may own.
Q: How will the Termination Affect the Officers, Directors and Employees of the
Company?
A: The officers, directors and employees of the Company will continue in the
same capacities after the Termination as before the Termination. To the extent
that they are owners of common stock, their ownership interest will be the same
as any other stockholders.
Q: Why is the Termination Necessary?
A: Management believes that the current economic climate is not conducive for a
small business development company to raise the necessary capital to grow.
Furthermore, compliance with all of the legal and accounting regulations that
are required under the Investment Act of 1940 are very time consuming and costly
for a small BDC. The efforts of management can be better spent in searching for
a qualified business candidate to be merged into or acquired by the Company.
After the Termination, the Company will be governed by the rules and regulations
promulgated under the Securities Act of 1933 and the Securities and Exchange act
of 1934. The Company intends to fully comply with such laws and continue to
timely file all quarterly, yearly and interim reports that may be required by
such laws.
What Protection Under The Investment Act Of 1940 May Be Given Up By Stockholders
Upon Withdrawal as a Business Development Company?
A Business Development Company ("BDC") is regulated by the Investment Company
Act of 1940 (the "1940 Act"). Under the 1940 Act investors have certain
protections that they will not have when the Company withdraws its election to
be a BDC. Some of the 1940 Act protections include:
o Strict definition of "eligible portfolio companies."
o Prohibitions from investing in brokerage firms, insurance companies,
investment banking firms and investment companies.
o At least 70% of a BDC assets must be maintained in "qualifying
assets" which are specifically defined under the 1940 Act.
o A BDC cannot issue senior debt or preferred stock unless its asset
coverage is at least 200% after such issuance of debt or preferred
stock.
o BDC may only issue limited amounts of warrants and options to its
officers, directors and employees and only after approval of a
majority of the BDC's stockholders and independent directors.
o Issuance of options or warrants to directors who are not also
officers requires prior approval of the SEC.
o The BDC may sell its securities at a price below net asset value per
share, only upon the approval of a majority of its stockholders,
including a majority of it s non-affiliated stockholders.
o A majority of the Board of Directors must not be "interested
persons," i.e., affiliated persons.
o Most transactions involving affiliates require the approval of a
majority of the independent directors having no financial interest
in the transaction.
The forgoing lost protections are the material risks associated with the
withdrawal as a BDC.
What Protections Will Still Be Afforded to Stockholders of the Company?
Although the 1940 Act may have stricter requirements, the Company and its
officers and directors, even after withdrawal as a BDC, will still be subject to
the rules and regulations of the Securities Act of 1933 and the Securities
Exchange Act of 1934. In addition the Sarbanes-Oxley Act of 2002 imposes a wide
variety of new regulatory requirements on publicly - held companies and their
affiliates.
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, 2004 (the "Form 10-KSB");
Quarterly Report for the quarter ended November 30, 2004 (the "Form 10-QSB").
Quarterly Report for the quarter ended February 29, 2005 (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/ Javan Khazali
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Javan Khazali, President
Irvine, California
June 27, 2005