SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 18549
DEFINITIVE 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:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-5(d)(1))
[X] Definitive Information Statement
Clements Golden Phoenix Enterprises, Inc.
-------------------------------------
(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:
(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:
Clements Golden Phoenix Enterprises, Inc.
3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL 34991
May 9, 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
May 9, 2003
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 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
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
------------------
(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
- -------------------------
Typed or printed name
sole officer and director
- -------------------------
Title
A-1