SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 18549
PRELIMINARY SCHEDULE 14C
(Rule 14C-101)
SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d)(1))
[_] Definitive Information Statement
Clements Golden Phoenix Enterprises, Inc.
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(Name of Registrant As Specified In Its Charter)
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Clements Golden Phoenix Enterprises, Inc.
3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL 34991
April 29, 2003
RE: Notice of Action by Written Consent of Stockholders to be Effective May 19,
2003
Dear Stockholder:
We are notifying our stockholders of record on April 1, 2003, that the
holders of a majority of the voting power of Clements Golden Phoenix
Enterprises, Inc., a Florida corporation (the "Company"), plan to approve the
following actions by written consent in lieu of a special meeting, to be
effective May 19, 2003:
1. An amendment to the Company's articles of incorporation to change the
Company's name from Clements Golden Phoenix Enterprises, Inc. to Atlas Resources
International, Inc.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
An information statement containing a detailed description of the matters
to be adopted by written consent in lieu of a special meeting of stockholders
accompanies this notice. You are urged to read the information statement in its
entirety for a description of the actions to be taken by the holders of a
majority of the voting power of the Company.
The Company will first mail this information statement to stockholders on
or about May 9, 2003.
By Order of the Board of Directors
/s/ Joseph Rizzuti
April 29, 2003
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Clements Golden Phoenix Enterprises, Inc.
3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL 34991
(561) 287-5958
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
We are sending you this Information Statement to inform you that the
actions described in this Information Statement will be adopted by the written
consent of the holders of a majority of the voting power of the Company in lieu
of a special meeting effective May 19, 2003.
Information about the Special Meeting
What actions will be taken by the written consent of the holders of a
majority of the voting power of the Company in lieu of a special meeting?
The holders of a majority of the voting power of the Company will take the
following actions by written consent in lieu of a special meeting effective May
19, 2003:
1. Approval of an amendment to change the Company's name from Clements
Golden Phoenix Enterprises, Inc. to Atlas Resources International, Inc.
THE HOLDERS OF A MAJORITY OF THE VOTING POWER OF THE COMPANY HAVE EXECUTED
A WRITTEN CONSENT ACTION ADOPTING AND APPROVING EACH OF THESE ACTIONS EFFECTIVE
MAY 19, 2003. AS SUCH, ADOPTION AND APPROVAL OF THE ACTIONS IS ASSURED EFFECTIVE
MAY 19, 2003.
How many votes are required to adopt the actions?
The approval and adoption of an amendment to the articles of incorporation
to change the Company's name from Clements Golden Phoenix Enterprises, Inc. to
Atlas Resources International, Inc. requires the consent of the holders of a
majority of the voting power of the Company.
The Company had 11,714,241 shares of common stock outstanding as of April
1, 2003. Each share of common stock is entitled to one vote. The holders of a
majority of the outstanding shares of common stock have executed a written
consent in lieu of a special meeting which is effective on May 19, 2003. As a
result all actions described in this Information Statement will be effected on
May 19, 2003 or as soon thereafter as practicable.
What is the effect of the change of the Company's name from Clements Golden
Phoenix Enterprises, Inc. to Atlas Resources International, Inc.?
Approval and adoption of an amendment to the articles of incorporation to
change the Company's name from Clements Golden Phoenix Enterprises, Inc. to
Atlas Resources International, Inc. will have no immediate effect on the
shareholders of the Company. No substitution of stock certificates is required
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on the part of current stockholders of the Company. The name change will result
in the name of the trading symbol on the Over the Counter Bulletin Board
("OTCBB"), where the Company's common stock is currently quoted. The new trading
symbol is unknown at this time and will be designated by the National
Association of Securities Dealers ("NASD") at the appropriate time.
Additionally, a new CUSIP number will be issued by the CUSIP Service Bureau.
Am I entitled to dissenter's rights?
The Florida Statutes, 1987, as amended do not provide for dissenter's
rights for the actions to be taken by written consent in lieu of a special
meeting.
Why is the Company changing its name?
We are changing the Company's name from Clements Golden Phoenix
Enterprises, Inc. to Atlas Resources International, Inc. because the new name
better reflects the business identity of the Company.
Action 1--Approval of Amendment to Articles of Incorporation to
Change the Company's name from Clements Golden Phoenix Enterprises, Inc. to
Atlas Resources International, Inc.
The board of directors and the holders of a majority of the voting power of
the Company have approved an amendment to the Company's articles of
incorporation to change the Company's name from Clements Golden Phoenix
Enterprises, Inc. to Atlas Resources International, Inc. The form of the
certificate of amendment to the articles of incorporation is attached as Exhibit
A to this Information Statement.
Other Matters
No matters other than those discussed in this Information Statement are
contained in the written consent signed by the holders of a majority of the
voting power of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joseph Rizzuti
Joseph Rizzuti
Sole officer and director
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Exhibit A
Form of Amendment to the Articles of incorporation
To Change the Company's name from Clements Golden Phoenix Enterprises, Inc. to
Atlas Resources International, Inc.
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
Clements Golden Phoenix Enterprises, Inc.
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)
ARTICLE I: NAME
The name of the corporation shall be Atlas Resources International, Inc.: The
principal place of business of this corporation shall be 3135 S.W. Mapp Road,
P.O. Box 268, Palm City, FL 34991.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing if not contained in
the amendment itself, are as follows:
THIRD: The date of each amendment's adoption: April 22, 2003 to be effective May
19, 2003.
FOURTH: Adoption of Amendment(s) (CHECK ONE)
__X__ The amendment(s) was/were approved by the shareholders. The number of
votes cast for the amendment(s) was/were sufficient for approval.
______ The amendment(s) was/were approved by the shareholder through voting
groups. The following statement must be separately provided for each
voting group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for
approval by__________________________" voting group
______ The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
______ The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 22nd day of April, 2003.
Sign name /s/ Joseph Rizzuti
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(By the Chairman or Vice Chairman of the Board of Directors,
President or other officer by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
Joseph Rizzuti
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Typed or printed name
sole officer and director
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Title
A-1