UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C/A
(RULE 14C-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
CANTOP VENTURES, INC.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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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 transaction 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 of which the filing fee is
calculated and state how it was determined):
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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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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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CANTOP VENTURES, INC.
NOTICE OF STOCKHOLDER ACTION
To the Stockholders of Cantop Ventures, Inc.:
Notice is hereby given that the following actions were authorized by the Board
of Directors of Cantop Ventures, Inc. (the "Company") on March 20, 2008, and
approved by the written consent of the stockholders of Cantop Ventures, Inc.
holding a majority of the shares of our outstanding common stock:
(1) Amendment to our Articles of Incorporation to change the name of the
Company from Cantop Ventures, Inc. to Wolf Resources, Inc.
(2) Amendment to our Articles of Incorporation to vest authority in the
board of directors to prescribe, the classes, series and the number of
each class or series of stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each
class or series of stock.
(3) Approval of a 1-for-100 reverse-split of its common stock issued and
outstanding, such that every current shareholder of the Company's
common stock shall be issued one share of the Company's $0.001 par
value common voting stock in exchange for every 100 shares of the
Company's $0.001 par value common voting stock held as of the record
date, with fractional shares being rounded up to the next whole share.
The number of authorized shares will be unchanged (120,000,000). The
reverse-split will be effective as of _______________, 2008.
Prior to the effective date of the reverse-split there will be approximately
8,500,000 shares of the Company's common stock issued and outstanding. After the
1-for-100 reverse-split has been completed the total number of issued and
outstanding shares of the Company's common stock will be approximately 85,000.
Only shareholders of record at the close of business on April 11, 2008 shall be
given Notice of the Action by Written Consent. The Company will not solicit
proxies.
The foregoing action will be taken on or about May 1, 2008, or approximately
twenty (20) days after the mailing of this Notice and the enclosed Information
Statement.
This Notice and the attached Information Statement are being circulated to
advise our stockholders of certain actions already approved by written consent
of the stockholders who collectively hold a majority of the outstanding shares
of our common stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of
1934, as amended, the proposals will not be effective until approximately twenty
(20) days after the date this Information Statement is mailed to our
stockholders. Therefore, this Notice and the enclosed Information Statement are
being sent to you for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Because the written consent of a majority of stockholders satisfies any
applicable stockholder voting requirement of the Nevada General Corporation Law,
our Articles of Incorporation, as amended and our Bylaws, we are not asking for
a proxy and you are not requested to send one.
By Order of the Board of Directors
/s/ Christopher Paterson
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Christopher Paterson, Director
Cantop Ventures Inc.
564 Wedge Lane
Fernley, NV 89408
Telephone: (604) 805-6340
Facsimile: (604) 682-5335
INFORMATION STATEMENT
GENERAL
This information statement is circulated to advise the stockholders of Cantop
Ventures, Inc. (the "Company") of actions to be taken without a meeting upon the
written consent of the holders of a majority of the outstanding shares of the
Voting Capital Stock of the Company. Management is not soliciting proxies
because a sufficient number of shares have provided written consent to the
actions.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The matters upon which action is being taken are:
(1) Amendment to our Articles of Incorporation to change the name of the
Company from Cantop Ventures, Inc. to Wolf Resources, Inc.
(2) Amendment to our Articles of Incorporation to vest authority in the
board of directors to prescribe, the classes, series and the number of
each class or series of stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each
class or series of stock.
(3) Approval of a 1-for-100 reverse-split of its common stock issued and
outstanding, such that every current shareholder of the Company's
common stock shall be issued one share of the Company's $0.001 par
value common voting stock in exchange for every 100 shares of the
Company's $0.001 par value common voting stock held as of the record
date, with fractional shares being rounded up to the next whole share.
The number of authorized shares will be unchanged (120,000,000). The
reverse-split will be effective as of _______________, 2008.
The Company's Board of Directors approved these actions on March 20, 2008. The
anticipated effective date will be a date no earlier than 20 days after the
mailing of this Information Statement to our stockholders.
The elimination of the need for a special meeting of the stockholders to approve
the actions is authorized by Section 78.320 of the Nevada General Corporation
Law, (the "Nevada Law"). This Section provides that the written consent of the
holders of outstanding shares of voting capital stock, having not less than the
minimum number of votes which would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote on a matter were present and
voted, may be substituted for the special meeting. According to Section 78.320
of the Nevada Law, a majority of the outstanding shares of voting capital stock
entitled to vote on the matter is required in order to reverse split the
Company's outstanding Common Stock. In a special meeting and in order to effect
the Amendment as early as possible in order to accomplish the purposes of the
Company, the Board of Directors of the Company voted to utilize the written
consent of the majority stockholders of the Company.
The record date established by the Company for purposes of determining the
number of outstanding shares of voting capital stock of the Company was March
20, 2008, (the "Record Date").
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PURPOSE AND EFFECT OF THE MATTERS TO BE ACTED UPON
1. AMENDING THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
WOLF RESOURCES, INC.
The Officers and Directors of the Company believed it was in the Company's
best interest to change its name to one that is more marketable. It was
their opinion that "Wolf Resources, Inc." would accomplish that purpose.
2. AMENDMENT OF THE ARTICLES OF INCORPORATION TO VEST AUTHORITY IN THE BOARD
TO PRESCRIBE, THE CLASSES, SERIES AND THE NUMBER OF EACH CLASS OR SERIES OF
STOCK AND THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS,
RESTRICTIONS AND RELATIVE RIGHTS OF EACH CLASS OR SERIES OF STOCK.
The Company's Articles of Incorporation authorized both common and
preferred stock. When there are more than one class of stock, The Nevada
Revised Statutes require that articles of incorporation prescribe, or vest
authority in the board of directors to prescribe, the classes, series and
the number of each class or series of stock and the voting powers,
designations, preferences, limitations, restrictions and relative rights of
each class or series of stock. The Officers of the Company realized that
the Company's Articles of Incorporation did not contain the required
language and therefore seek to amend the Articles of Incorporation to
conform to the Nevada statutes.
This amendment does not in itself result in the authorization or issuance
of securities.
The Company does not have any current plans, proposals or arrangements to
issue the newly authorized securities to acquire any businesses or engage
in any investment opportunity
3. 1-FOR-100 REVERSE-SPLIT OF COMMON STOCK (THE "REVERSE SPLIT").
In order to continue with the Company's business plan, the Company will
require additional funding in the form of director loans or equity
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financing. The Reverse Split effectively increases the number of authorized
and unissued shares of our Common Stock available for future issuance.
The Reverse Split is not intended to change the proportionate equity
interests of the Company's stockholders; however, some incidental change
can be expected to occur in connection with the elimination of the
fractional shares. Voting and other rights of stockholders will not be
affected by the Reverse Split.
No fractional shares of Common Stock will be issued in connection with the
Reverse Split. A stockholder who would otherwise be entitled to receive, in
the aggregate, a number of shares of Common Stock that included a fraction
of a share will receive, in lieu thereof, that number of shares rounded up
to the next highest whole share.
The Reverse Stock Split will have the following effects upon the number of
shares of our Common Stock outstanding and the number of authorized and
unissued shares of our Common Stock:
Before After
Reverse Split Reverse Split
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Number of Issued and
Outstanding Shares 8,500,000 85,000
Number of Shares Authorized but
Outstanding or Reserved for Issuance 0 0
Authorized but Unissued 111,500,000 119,915,000
Number of Record Stockholders 40 40
Although our Board of Directors will authorize the issuance of additional
common stock based on its judgment as to our best interests and that of our
shareholders, future issuance of common stock could have a dilutive effect
on existing shareholders.
Under certain circumstances, the Board of Directors could create
impediments to, or delay persons seeking to effect, a takeover or transfer
of control of the Company by causing the remaining authorized shares to be
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issued to a holder or holders who side with the Board in opposing a
takeover bid that the Board of Directors determines is not in the best
interests of the Company and its stockholders. Such an issuance would
diminish the voting power of existing stockholders who favor a change in
control, and the ability to issue the shares could discourage an attempt to
acquire control of the Company. While it may be deemed to have potential
anti-takeover effects, the Company is proposing the Reverse Split solely
for the reasons described hereinabove. The Resolution is not prompted by
any specific efforts or takeover threat currently known or perceived by
management.
The Company does not have any current plans, proposals or arrangements,
written or otherwise, to acquire any business or engage in any investment
opportunity.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None
DISSENTERS' RIGHT OF APPRAISAL
None
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were 8,500,000 shares of Common Stock issued and
outstanding. The Common Stock constitutes the outstanding class of voting
securities of the Company. Each share of Common Stock entitles the holder to one
(1) vote on all matters submitted to the stockholders.
None of the persons who have been directors or officers of the Company at any
time since the beginning of the last fiscal year, nor any associate of any such
persons, has any interest in the matters to be acted upon. No director of the
Company has informed the registrant in writing that he intends to oppose any
action to be taken by the Company. No proposals have been received from security
holders.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of April 3, 2008, the name and the number of
voting shares of the Company, par value $.001, held of record or was known by
the Registrant to own beneficially more than 5% of the 8,500,000 voting shares
issued and outstanding, and the name and shareholdings of each officer and
director individually and of all officers and directors as a group. Except as
otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.
Number of Shares Percentage of
Name of Beneficial Owner Affiliation Beneficially Owned Ownership
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Christopher Paterson President/CEO/ 2,000,000 23.53%
Secretary/Treasurer
Director
Robert Roth Director 2,000,000 23.53%
Officers and Directors
as a Group 4,000,000 47.06%
For purposes of this table, a beneficial owner is one who, directly or
indirectly, has or shares with others (a) the power to vote or direct the voting
of the Common Stock (b) investment power with respect to the Common Stock which
includes the power to dispose or direct the disposition of the Common Stock.
ADDITIONAL INFORMATION AND INQUIRIES
The Company further acknowledges that:
* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Dated: April 11, 2008 By Order of the Board of Directors
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/s/ Christopher Paterson
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Christopher Paterson, Director
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