SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
LEADPOINT CONSOLIDATED MINES COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
------------------------------------------------------
LEADPOINT CONSOLIDATED MINES COMPANY
211 West Wall Street
Midland, Texas 79701
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held August 8, 2006
----------
To Our Shareholders:
Leadpoint Consolidated Mines Company (the "Company") will hold a Special
Meeting of Shareholders at the offices of the Company located at 211 West Wall
Street, Midland, Texas 79701 at 04:00 p.m. Central Daylight Time on August 8,
2006, for the following purposes:
1. To consider and act upon a proposal to change the Company's state of
incorporation from Washington to the State of Nevada.
2. To consider and act upon a proposal to change the Company's name to
Point Acquisition Corporation.
3. To consider and act upon a proposal to change the amount of stock the
Company is authorized to issue from 500,000 shares of common stock par
value $.05 to 100,000,000 shares of common stock par value $.001 and
50,000,000 shares of preferred stock par value $.001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Glenn A. Little
---------------------------------
Glenn A. Little, President
The holders of record of the Company's Common Stock at the close of business on
June 30, 2006 are entitled to notice of and to vote at the Special Meeting with
respect to the proposal. The holders of record of at least a majority of the
shares of Common Stock of the Company entitled to vote must be present in person
or represented by proxy in order to hold the Special Meeting. Accordingly, it is
important that your shares be represented at the meeting. WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE THE ENCLOSED PROXY CARD AND
SIGN, DATE AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If you
do plan to attend the Special Meeting in person, you may withdraw your proxy and
vote personally on all matters brought before the Special Meeting. The Board of
Directors recommends that you vote FOR all of the proposals set forth above. The
proposals are fully described in the Proxy Statement accompanying this Notice.
By Order of the Board of Directors,
/s/ Glenn A. Little
---------------------------------
Glenn A. Little, President
Midland, Texas
June 30, 2006
SPECIAL MEETING OF STOCKHOLDERS
LEADPOINT CONSOLIDATED MINES COMPANY
---------------
PROXY STATEMENT
---------------
This proxy statement contains information related to our Special Meeting of
stockholders to be held on August 8, 2006, beginning at 4:00 p.m. Central Time
at the offices of the Company at 211 West Wall Street, Midland, Texas and at any
adjournments or postponements thereof.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
At the Special Meeting, stockholders will vote on the following proposals:
(1) To change the Company's State of Incorporation from Washington to
Nevada;
(2) To amend the Company's Articles of Incorporation to change the
Company's name to Point Acquisition Corp; and
(3) To change the amount of stock the Company is authorized to issue from
500,000 shares of common stock par value $.05 to 100,000,000 shares of
common stock par value $.001 and 50,000,000 shares of preferred stock
par value $.001
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the record date,
June 30, 2006, are entitled to receive notice of the Special Meeting and to vote
the shares of common stock they held on that date at the meeting or any
postponement or adjournment of the meeting. Each outstanding share of common
stock entitles its holder to cast one vote on each matter to be voted upon.
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date, or their duly appointed proxies,
may attend. Please note that if you hold shares in "street name" (that is,
through a broker or other nominee), you will need to bring evidence of your
share ownership, such as a copy of a brokerage statement, reflecting your stock
ownership as of the record date and valid picture identification.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the votes entitled to be cast at the meeting will constitute a
quorum, permitting the meeting to conduct its business. As of the record date,
June 30, 2006, 5,100,860 shares of our common stock, $.05 par value per share,
were issued and outstanding. Proxies received, but marked as abstentions, and
broker non-votes will be included in the calculation of the number of shares
considered to be present at the meeting, but will not be counted as votes cast
"for" or "against" any given matter.
If less than a majority of outstanding shares entitled to vote are
represented at the meeting, a majority of the shares present at the meeting may
adjourn the meeting to another date, time or place, and notice need not be given
of the new date, time or place if the new date, time or place is announced at
the meeting before an adjournment is taken.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return it
to us, it will be voted as you direct. If you are a registered stockholder and
you attend the meeting, you may deliver your completed proxy card in person.
"Street name" stockholders who wish to vote at the meeting will need to obtain a
proxy from the institution that holds their shares.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with our Secretary either a
notice of revocation or a duly executed proxy bearing a later date. The powers
of the proxy holders will be suspended if you attend the meeting in person and
so request, although attendance at the meeting will not by itself revoke a
previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of our Board of Directors. The Board recommends a vote:
* FOR the Proposal to change the Company's State of Incorporation from
the State of Washington to Nevada.
* FOR the Proposal to change the Company's name to Point Acquisition
Corp
* FOR the Proposal to change the amount of stock the Company is
authorized to issue from 500,000 of common stock shares par value $.05
to 100,000,000 shares of common stock par value $.001 and 50,000,000
shares of preferred stock par value $.001
There are no other matters other than the proposals set forth above that
may be brought before the meeting.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
The affirmative vote of a majority of the votes cast either in person or by
proxy at the meeting is required for the approval of each the Proposals.
If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to the matters to be acted upon. Thus, if you do not give your broker or
nominee specific instructions, your shares may not be voted on those matters and
will not be counted in determining the number of shares necessary for approval.
Shares represented by such "broker non-votes" will, however, be counted in
determining whether there is a quorum.
A properly executed proxy marked "ABSTAIN" will not be voted, although it
will be counted for purposes of determining whether there is a quorum.
Accordingly, an abstention will have no effect on the outcome of the vote;
WHO PAYS FOR THE PREPARATION OF THE PROXY?
We will pay the cost of preparing, assembling and mailing the notice of
meeting, proxy statement and enclosed proxy card. In addition to the use of
mail, our employees may solicit proxies personally and by telephone. We may
request banks, brokers and other custodians, nominees and fiduciaries to forward
copies of the proxy materials to their principals and to request authority for
the execution of proxies. We may reimburse such persons for their expenses
incurred in connection with these activities.
2
The approximate date that this proxy statement and the enclosed form of
proxy are first being sent to stockholders is July 17, 2006. Our corporate
headquarters are located at 211 West Wall Street Midland, Texas 79701 and our
telephone number there is (432) 682-1761. A list of stockholders entitled to
vote at the Special Meeting will be available at our corporate offices, during
normal business hours, for a period of ten days prior to the meeting and at the
meeting itself for examination by any stockholder.
PROPOSAL NO. 1
TO CHANGE THE CORPORATION'S STATE OF INCORPORATION
FROM WASHINGTON TO NEVADA
GENERAL
The Board of Directors of the Company and the principal stockholder of the
Company have approved a proposal to change the Company's State of Incorporation
from Washington to Nevada.
REASON FOR CHANGE OF STATE OF INCORPORATION
The purpose of the change of State of Incorporation from Washington to
Nevada is because management believes that the corporate law of the State of
Nevada will be more beneficial to the operation of the business of the
Corporation and will enable the Company to more effectively pursue its business
opportunities.
PROPOSAL NO. 2
TO CHANGE THE COMPANY'S NAME TO
POINT ACQUISITION CORPORATION
The Board of Directors of the Company and the principal stockholder of the
Company have approved the proposal to change the Company's name to Point
Acquisition Corporation.
REASON FOR CHANGE OF THE COMPANY'S NAME TO
POINT ACQUISITION CORPORATION
Since the Company is no longer in the mining business and its purpose is
now to seek a viable candidate for a reverse merger or other business
combination, Management believes the change of name will more accurately reflect
the Company's business purpose.
PROPOSAL NO. 3
TO CHANGE THE AMOUNT OF STOCK THE COMPANY IS AUTHORIZED TO ISSUE FROM 500,000
SHARES OF COMMON STOCK PAR VALUE $.05 TO 100,000,000 SHARES OF COMMON STOCK PAR
VALUE $.001 AND 500,000 SHARES OF PREFERRED STOCK PAR VALUE $.001
The Board of Directors of the Company and the principal stockholder of the
Company have approved the proposed change of the amount of stock the Company is
authorized to issue.
REASON FOR CHANGE IN AUTHORIZED CAPITAL
Management believes that change of the authorized capital of the Company
will make it more attractive to possible reverse merger or business combination
candidates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of June 30, 2006 the stock ownership of (i)
each officer and director of the Company, (ii) all officers and directors as a
group, and (iii) each shareholder known by the Company to be a beneficial owner
3
of 5% or more of the Company's Common Stock . At June 30, 2006, there were
5,100,860 shares of Company Common Stock issued and outstanding.
Number of Shares Percent of
Name and Address Owned Beneficially Class Owned
---------------- ------------------ -----------
Glenn A. Little 3,410,000 66.85%
211 West Wall Street
Midland, Texas 79701
All Officers and Directors (1 Person) 3,410,000 66.85%
EXCHANGE OF STOCK CERTIFICATES
There is no mandatory exchange of stock certificate.
After the Effective Date of the reincorporation to Nevada each certificate
representing shares of Common Stock outstanding prior to the Effective Date (an
"Old Certificate") will, unless surrendered and exchanged which may be done at
the shareholder's option but which is not required, be deemed, for all corporate
purposes, to evidence ownership of shares of the Nevada Corporation.
TRANSFER AGENT
The transfer agent for the common stock is PacWest Transfer, LLC., 30 Main
Street, 2nd Floor, Washington, VA 22747.
ADDITIONAL AVAILABLE INFORMATION
We are not subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and according do not file periodic reports,
documents and other information with the Securities and Exchange Commission
relating to our business, financial statements and other matters. If you require
additional information you may write or call the Company at 211 West Wall
Street, Midland, Texas 79701, (432) 682-1761.
OTHER MATTERS
No other matters will be brought before the meeting
Whether you intend to be present at the Special Meeting or not, we urge you
to return your signed proxy card promptly.
By Order of the Board of Directors
/s/ Glenn A. Little, President
4
SPECIAL MEETING OF STOCKHOLDERS - AUGUST 8, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of Leadpoint Consolidated Mines (the
"Company"), hereby revoking any proxy heretofore given, does hereby appoints
Glenn A. Little, proxy with power of substitution, for and in the name of the
undersigned to attend the Special Meeting of Stockholders of the Company to be
held on August 8, 2006, at 211 West Wall Street, Midland, Texas at 4:00 p.m.,
Central Time, or at any adjournment or postponement thereof, and there to vote,
as designated below, all shares of common stock ("Common Stock"), $.05 par value
per share, of the Company, which the undersigned would be entitled to vote if
personally present at said meeting, all as described in the Proxy Statement
dated June 30, 2006 receipt of which, together with the Notice of Annual Meeting
is hereby acknowledged, as follows:
The Board of Directors recommends a vote FOR the following proposal
1. To change the Company's of State of Incorporation from Washington State to
Nevada
[ ] For [ ] Against [ ] Abstain
2. To amend the Company's Articles of Incorporation to change the Company's name
to Point Acquisition Corporation
[ ] For [ ] Against [ ] Abstain
3. To increase the amount of stock the Company is authorized to issue from
500,000 shares of common stock, par value $.05 to 100,000,000 shares of common
stock, par value $.001 and 500,000 shares of preferred stock, par value $.001
[ ] For [ ] Against [ ] Abstain
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED.
IF NO DIRECTION IS GIVEN IT WILL BE VOTED FOR EACH PROPOSAL
DATED: July __, 2006
------------------------------------
SIGNATURE(S)
------------------------------------
Please sign exactly as your shares are registered. For joint accounts, each
co-owner should sign. When signing in a fiduciary representative capacity,
please give your full title as such.