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 14c-5(d)(2))
Blue Fish Entertainment, Inc.
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(Name of Registrant as Specified in Its 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 transactions 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):
N/A
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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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(4) Date Filed:
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BLUE FISH ENTERTAINMENT, INC.
141 Adelaide Street West
Toronto, Ontario
Canada M5H 3L5
To the Holders of Common Stock of
Blue Fish Entertainment, Inc.
Blue Fish Entertainment, Inc., a Nevada corporation ("Company"), has
obtained written consent from the majority of the stockholders as of August 5,
2003, approving a change in the name of the Company to "Pacific Gold Corp."
Details of the name change and other important information are set forth in the
accompanying Information Statement. The Board of Directors of the Company
unanimously approved the name change on August 5, 2003. Under Section 78.320 of
the corporate law of the State of Nevada, action by stockholders may be taken
without a meeting, without prior notice, by written consent of the holders of
outstanding stock having at least a majority of the voting power that would be
necessary to authorize the action at a meeting. No other vote or stockholder
action is required. You are hereby being provided with notice of the approval of
the name change by less than unanimous written consent of the stockholders of
the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors
Mitchell Geisler,
President
Toronto, Ontario, Canada
August ___, 2003
BLUE FISH ENTERTAINMENT, INC.
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INFORMATION STATEMENT
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CONCERNING CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT OF STOCKHOLDERS OWNING A MAJORITY
OF SHARES OF CAPITAL STOCK ENTITLED TO VOTE THEREON
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement is being furnished to the stockholders of
Blue Fish Entertainment, Inc., a Nevada corporation ("Company"), to advise them
of the corporate action described herein, which has been authorized by
stockholder written consent owning a majority of the outstanding voting
securities of the Company entitled to vote thereon. This action is being taken
in accordance with the requirements of the corporate law of the State of Nevada
("NGCL").
The Company's Board of Directors ("Board") announced that the close of
business on August 5, 2003 was the record date ("Record Date") for the
determination of stockholders entitled to notice about the proposals authorizing
the change in the name of the Company to "Pacific Gold Corp." (the "Name
Change").
On August 5, 2003, the Board approved the Name Change and authorized
the Company's officers to obtain written consents from the holders of a majority
of the outstanding voting securities of the Company to approve the Name Change.
Under Section 78.320 of the NGCL, any action required or permitted by the NGCL
to be taken at an annual or special meeting of stockholders of a Nevada
corporation may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having at least a majority of the voting power
that would be necessary to authorize or take such action at a meeting. Prompt
notice of the approval of the Name Change must be given to those stockholders
who have not consented in writing to the action and who, if the action had been
taken at a meeting, would otherwise have been entitled to notice of the meeting.
On August 5, 2003, stockholders who are the owners of record of
18,000,000 shares of the Company's common stock, representing approximately 83%
of the outstanding voting securities of the Company, executed and delivered to
the Company a written consent authorizing and approving the Name Change.
Accordingly, no vote or further action of the stockholders of the Company is
required to approve the Name Change. You are hereby being provided with notice
of the approval of the Name Change by less than unanimous written consent of the
stockholders of the Company.
The executive offices of the Company are located at 141 Adelaide Street
West, Suite 1004, Toronto, Ontario M5H 3L5, and its telephone number is (416)
214-1483.
This information statement is first being mailed to stockholders on or
about August 18, 2003 and is being furnished for informational purposes only.
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VOTING SECURITIES
The Company only has common stock issued and outstanding. As of the
Record Date, there were 21,640,000 shares of common stock issued and
outstanding. Each share of common stock is entitled to one vote on all matters
submitted to the holders of common stock for their approval. The consent of the
holders of a majority of all of the Company's outstanding common stock was
necessary to authorize the Name Change.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and accompanying footnotes set forth certain
information as of the Record Date with respect to the stock ownership of (i)
those persons known to the Company to beneficially own more than 5% of the
Company's common stock, (ii) each director of the Company, (iii) each executive
officer of the Company and (iv) all directors and executive officers of the
Company as a group.
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership* Outstanding Shares
------------------------------------ --------------------- ------------------
Mitchell Geisler** 18,000,000 83.17%
All executive officers and
directors as a group (one person) 18,000,000 83.17%
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* 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. Shares of common stock
issuable upon the exercise of options or warrants currently exercisable
or convertible within 60 days, are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants but
are not deemed outstanding for computing the percentage ownership of
any other person.
** Mitch Geisler is the Company's president, treasurer, secretary and
chairman of the board.
As of the Record Date, there were no outstanding options or warrants to
purchase shares of our stock.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the current
director and executive officer of the Company and his age and position.
Directors of the Company holds office until the next annual stockholders'
meeting and thereafter until the individual's successor is elected and
qualified. Officers serve at the pleasure of the board of directors.
Name Age Position
---------------- --- -----------------------------------
Mitchell Geisler 32 President, Treasurer, Secretary and
Chairman
Mr. Mitchell Geisler, 32, has been the President and Chairman of the
Board since January 2001 and Treasurer and Secretary since October 2002. Mr.
Geisler has more than 15 years of experience in the hospitality and services
industry. He has been an active member of the Toronto business and tourist
district in a variety of capacities, and has worked with many international
corporations including, Prime Restaurants, The Keg Restaurants, Cara Foods, and
Sire Corp Restaurants. Most recently, during the period 1998 to 2001, Mr.
Geisler was president and operator of the Toronto-based 52 Restaurants Inc. He
was a supervisor for Imago Restaurants from 1997 to 1998. From 1996 to 1997 he
was a manager of Ruby Beets Restaurant. Mr. M. Geisler is a graduate of
Toronto's York University in Toronto, and also studied at the University of Tel
Aviv. Mr. Geisler, until June 2003, was a director and president and treasurer
of GL Energy and Exploration, Inc., a development stage company engaged in the
mineral exploration business.
Board of Directors' Meetings and Committees
During 2001 and 2002, the board of directors acted by unanimous consent
or meeting on five and four occasions, respectively. The Company does not have
standing executive, compensation and audit committees of the board of directors.
Director Compensation
Persons who are directors and employees will not be additionally
compensated for their services as a director. There is no plan in place for
compensation of persons who are directors who are not employees, but it is
expected that in the future we will create a remuneration and reimbursement
plan.
Compliance with Section 16(a) of the 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 then 10% of
the common sock of the Company to file with the SEC reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Based on its review of the reports that it has received, the
Company believes that the reports due have been timely filed.
Executive Compensation
We currently do not pay any cash compensation or other benefits to our
executive officers. Cash compensation amounts will be determined in the future
based on the services to be rendered and time devoted to our business and the
availability of funds. Other elements of compensation, if any, will be
determined at that time or at other times in the future.
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On January 17, 2001, Mr. Mitchell Geisler received 18,000,000 shares of
common stock valued at $.001 per share for consulting services rendered. These
services were valued at $9,000.
Until we have sufficient capital or revenues, Mr. Geisler will not be
provided cash remuneration. At such time as we are able to provide a regular
salary, it is our intention that our officers will become employed pursuant to
executive employment agreements, at an annual salary to be determined based on
their then levels of time devoted to the Company and the scope of their
responsibilities. Until we enter into an employment agreement, we may use shares
of common stock to compensate our officers and directors. In addition, we may
use common stock to compensate others for services to the Company.
NAME CHANGE
On August 5, 2003, the Board of Directors adopted a resolution and
obtained stockholder approval of the change in the Company's name to "Pacific
Gold Corp." In the judgment of the Board of Directors, the change in name is
desirable to more accurately reflect the business of the Company which is to
acquire one or more mining claims and mining operations with an orientation
towards gold mineralization. The change of name will not affect the current
stockholders in any way, and stockholders will not be required to exchange
outstanding stock certificates for new certificates.
AVAILABLE INFORMATION
Please read all the sections of the Information Statement carefully.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("SEC"). These reports, proxy statements and other
information filed by the Company with the SEC may be inspected without charge at
the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549. Copies of this material also may be obtained from
the SEC at prescribed rates. The SEC also maintains a website that contains
reports, proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of these materials may be
obtained from the SEC's website at http://www.sec.gov.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission
(Exchange Act File No. 000-32629) are incorporated in this Information Statement
by reference and made a part hereof:
(i) Annual Report on Form 10-KSB for the fiscal year ended December
31, 2002; and
(ii) Quarterly Reports on Form 10-QSB for the quarters ended March
31, 2003 and June 30, 2003.
The Company's Registration Statement on Form 10-SB (File No.
000-32629), which contains descriptions of the Company's Common Stock, is also
incorporated in this Information Statement by reference and made a part hereof.
The financial statements of the Company, management's discussion and analysis,
and changes in accountants sections of the Form 10-KSB noted above are
incorporated by reference and may be found at pages 6-16 and page 17.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Information Statement and prior to the Effective Date shall be deemed to be
incorporated by reference in this Information Statement and shall be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Information Statement and filed with
the Commission prior to the date of this Information Statement shall be deemed
to be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Information Statement.
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The Company will provide without charge to each person to whom this
Information Statement is delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to the Company at 141 Adelaide Street West, Toronto, Ontario,
Canada M5H 3L5, Attention: Investor Relations (telephone number: (416)
214-1483).
BLUE FISH ENTERTAINMENT, INC.
Toronto, Ontario, Canada
August 18, 2003
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Exhibit A
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
(After Issuance of Stock)
OF
BLUE FISH ENTERTAINMENT, INC.
I, the undersigned, Mitchell Geisler, President and Secretary of
Blue Fish Entertainment, Inc., does hereby certify:
That the Board of Directors of said corporation by consent of the
directors, on August 5, 2003, adopted Resolutions to amend the original Articles
of Incorporation, as amended previously, as follows:
RESOLVED, That the name of the corporation be changed to Pacific
Gold Corp.
That the changes and amendment to the Articles of Incorporation of the
corporation as set forth in this certificate of amendment and approved by the
consent of directors have been consented to and approved by a written consent of
the stockholders of the corporation holding a majority of each class of stock
outstanding and entitled to vote thereon.
Dated: September ___, 2003
_________________________________
President
_________________________________
Secretary
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