UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14f-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN TELSTAR, INC.
(Exact name of registrant as specified in its corporate charter)
Commission File No.: 000-52387
Colorado 84-1052279
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
730 W. Randolph Street, Suite 600
Chicago, IL 60661 60661
(Address of Principal Executive Offices) (Zip Code)
(312) 454-0015
(Registrant's telephone number, including area code)
444 Park Forest Way
Wellington, FL 33414
(Former name or former address, if changed since last report)
May 27, 2010
AMERICAN TELSTAR, INC.
SCHEDULE 14F-1
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY AND IN ITS ENTIRETY.
HOWEVER, YOU ARE NOT REQUIRED TO TAKE ANY ACTION IN CONNECTION WITH THIS
INFORMATION STATEMENT. References throughout this information statement to "we",
"us", and "our" are to American Telstar, Inc.
INTRODUCTION
This information statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 thereunder
in connection with proposed changes in a majority of the membership of the board
of directors of American Telstar, Inc. (the "Company"). The date of this
information statement is May 27, 2010.
This information statement is being mailed to shareholders of record as of May
27, 2010 and filed with the Securities and Exchange Commission (the "SEC") on
May 27, 2010.
On the tenth (10th) day after this Information Statement has been filed and
distributed to shareholders, American Telstar, Inc., a Colorado corporation (the
"Company"), plans to appoint the individual named herein to its Board of
Directors. In connection therewith, Charles Calello and Peter Porath have
tendered their resignation as all of the directors of the board of the Company
to be replaced by the individual named herein.
Additionally, on May 26, 2010, Charles Calello resigned as President and Chief
Executive Officer and Peter Porath resigned as Vice-President, Chief Financial
Officer, Secretary and Treasurer, and Lisa Guise was appointed to serve as the
Company's Chief Executive Officer, President, Secretary and Treasurer.
No action is required by the shareholders of the Company in connection with this
Information Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder require the mailing to the Company's shareholders of the
information set forth in this Information Statement at least ten (10) days prior
to the date a change in a majority of the Company's directors occurs (otherwise
than at a meeting of the Company's shareholders).
THIS INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER IN CONNECTION WITH THE
APPOINTMENT OF LISA GUISE TO THE BOARD. NO ACTION IS REQUIRED BY OUR
SHAREHOLDERS IN CONNECTION WITH THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.
TRANSACTIONS
On May 26, 2010, Lisa Guise, (the "Purchaser"), entered into a Stock Purchase
Agreement (the "Stock Purchase") with Pride Equities, Inc. and Charles Calello
(collectively "Seller") pursuant to which the Seller sold an aggregate of
493,750 shares of Common Stock of American Telstar, Inc., a Colorado corporation
(the "Company"), representing approximately 75.94% of the total issued and
outstanding shares of Common Stock of the Company, for a total purchase price of
$175,000.
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Upon the closing of the Stock Purchase, the Purchaser acquired 493,750 shares of
Common Stock, or approximately 75.94% of the issued and outstanding Common Stock
and attained voting control of the Company. The form of the Stock Purchase
Agreement between the Seller and the Purchaser is attached as Exhibit A hereto.
In connection with the Stock Purchase, Charles Calello resigned as President and
Chief Executive Officer and Peter Porath resigned as Vice-President, Chief
Financial Officer, Secretary and Treasurer, and Lisa Guise was appointed to
serve as the Company's Chief Executive Officer, President, Secretary and
Treasurer.
DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the state of Colorado on August
5, 1986. The Company was originally organized to engage in the music video
business as well as a movie production business. Since 1991, the Company has not
engaged in any operations and has been dormant. The Company may seek to acquire
a controlling interest in such entities in contemplation of later completing an
acquisition. The Company is not limited to any operation or geographic area in
seeking out opportunities.
VOTING SECURITIES AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On May 26, 2010, the Purchaser entered into the Stock Purchase with Seller
pursuant to which the Seller sold an aggregate of 493,750 shares of Common Stock
of the Company, representing approximately 75.94% of the total issued and
outstanding shares of Common Stock of the Company, for a total purchase price of
$175,000.
Upon the closing of the Stock Purchase, the Purchaser acquired 493,750 shares of
Common Stock, or approximately 75.94% of the issued and outstanding Common Stock
and attained voting control of the Company.
We are presently authorized to issue 500,000,000 shares of common stock. As of
May 26, 2010, there are 650,225 shares of Common Stock issued and outstanding.
We are authorized to issue 40,000,000 shares of preferred stock, $0.10 par
value. There are no issued or outstanding shares of preferred stock.
The following table sets forth certain information as of May 26, 2010 with
respect to the beneficial ownership of the Company's outstanding common stock.
Except as otherwise indicated, each of the shareholders listed below has sole
voting and investment power over the shares beneficially owned.
Percentage of
Common Stock Common Stock
Name of Beneficial Owner Beneficially Owned Beneficially Owned(1)
- ------------------------ ------------------ ---------------------
Lisa Guise 493,750 75.94%
Ranji Bedi 95,000 14.61%
Officers and Directors
as a group (1 person) 493,750 75.94%
- ----------
1. Percentage ownership is based on an assumption of 650,225 shares of common
stock outstanding as of May 26, 2010. There are no outstanding options,
warrants or other securities convertible into our Common Stock.
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CHANGE OF CONTROL OF REGISTRANT
Pursuant to the Purchase Transaction and following the filing and distribution
to shareholders of this Schedule 14f-1 Messrs. Charles Calello and Peter Porath
will resign from the Board and the following individual will become the
Company's sole officer and director:
Name Age Position
---- --- --------
Lisa Guise 41 President, Chief Executive Officer, Secretary,
Treasurer and Director
LISA GUISE
Lisa Guise is a director of the Company. Ms. Guise graduated Syracuse
University. Ms. Guise received her Bachelor's of science degree in speech
communications in 1991. Over the past few years Ms. Guise has been an
independent business consultant. Her experience includes working with management
of privately-held companies to maximize productivity as well as general
corporate matters. Ms. Guise has experience in various industries including
fitness and transportation.
Prior to the Purchase Transaction, our officers and directors were Charles
Calello and Peter Porath. On May 26, 2010, Mr. Calello and Mr. Porath resigned
from all offices held by them. Additionally, Charles Calello and Peter Porath
tendered their resignation as directors to be effective on the tenth day
following the filing of this Information Statement with the SEC and the mailing
of this Information Statement to our shareholders (the "Effective Date"). In
connection with the Purchase Transaction, Mr. Calello and Mr. Porath appointed
Ms. Lisa Guise ("Incoming Director") as sole director. The change in directors
is expected to occur on the Effective Date. The Incoming Director was nominated
by written consent.
The Incoming Director is not currently a director of, nor does he hold any
position with us or has been involved in any transactions with us or any of our
directors, executive officers, affiliates or associates which are required to be
disclosed pursuant to the rules and regulations of the SEC. To the best of our
knowledge, the Incoming Director has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors, or has been a
party to any judicial or administrative proceeding during the past five years,
except for matters that were dismissed without sanction or settlement, that
resulted in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who beneficially own more than 10% of a registered class
of the Company's equity securities, to file reports of beneficial ownership and
changes in beneficial ownership of the Company's securities with the SEC on
Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of
Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). Directors, executive officers and beneficial owners of
more than 10% of the Company's common stock are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms that they file.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Presently, none of the Company's current or resigning officers or directors has
received or will receive any compensation for services rendered unto the
Company. They all agreed to act without compensation until authorized by the
Board of Directors, which is not expected to occur until the Company has
generated revenues from operations after consummation of a merger or
acquisition. The Company currently has no funds available to pay officers or
directors. Further, none of the officers or directors are accruing any
compensation pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN TELSTAR, INC.
By: /s/Lisa Guise
-----------------------------------------
Name: Lisa Guise
Title: President and Chief Executive Officer
Dated: May 27, 2010
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