SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(Rule 14C-101)
SCHEDULE 14C INFORMATION
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
DSE FISHMAN, 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 previously paid 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:
DSE FISHMAN INC.
501 Manatee Ave., Suite B
Holmes Beach, FL 34217
941-779-2243
June __, 2004
Dear Stockholder:
We are sending you this Information Statement to inform you of the
adoption of a resolution on May 17, 2004 by consent (the "Written Consent") from
the Board of Directors (the "Board") and certain principal stockholders of the
Company (identified in the section entitled "Security Ownership of Certain
Beneficial Owners and Management") holding 9,140,000 shares of Common Stock,
representing 87% of the total issued and outstanding Common Stock, adopting a
resolution to amend the Company's Articles of Incorporation to increase the
authorized shares of Common Stock, par value $.001 per share, from 24,000,000 to
99,000,000
The Board of Directors believes that it is advisable in the best
interests of the Company to increase its authorized capital since it plans to
file to become a Business Development Company under the Investment Company Act
of 1940 ("1940 Act") in order to operate as a non-diversified company as that
term is defined in Section 5(b)(2) of the 1940 Act. Upon becoming a Business
Development Company, the Company intends to attempt to raise capital through the
self-underwritten sale of shares of its common stock .pursuant to Regulation E
of the 1933 Act.
The full text of the Amended Articles of Incorporation is attached as
Annex I to this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
The enclosed Information Statement is being furnished to you to inform
you that the foregoing action has been approved by the holders of a majority of
the outstanding shares of Common Stock. The Board is not soliciting your proxy
in connection with the adoption of these resolutions and proxies are not
requested from stockholders. The resolutions will not become effective before
the date which is 20 days after this Information Statement was first mailed to
stockholders. You are urged to read the Information Statement in its entirety
for a description of the action taken by the majority stockholders of the
Company.
This Information Statement is being mailed on or about June , 2004 to
stockholders of record on May 17, 2004 (the "Record Date").
/s/ Lisa Fincher
--------------------------------------
President and Chief Executive Officer
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INFORMATION STATEMENT
PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14c-2 THEREUNDER
We are sending you this Information Statement to inform you of the
adoption of a resolution on May 17, 2004 by consent (the "Written Consent") from
the Board of Directors (the "Board") and certain principal stockholders of the
Company (identified in the section entitled "Security Ownership of Certain
Beneficial Owners and Management") holding 9,140,000 shares of Common Stock,
representing 87% of the total issued and outstanding Common Stock, adopting a
resolution to amend the Company's Articles of Incorporation to increase the
authorized shares of Common Stock, par value $.001 per share, from 24,000,000 to
99,000,000
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Vote Required; Manner of Approval
The proposed amendment requires the approval of a majority of the
outstanding shares of common stock. Each holder of common stock is entitled to
one (1) vote for each share held. The record date for the purpose of determining
the number of shares outstanding and for determining stockholders entitled to
vote, is the close of business on May 17, 2004 (the "Record Date"), the day in
which the Board of Directors of the Company adopted the resolution setting forth
and recommending the Amendment to the Articles of Incorporation. As of the
record date, the Company had ten million five hundred thousand (10,500,000)
shares of common stock issued and outstanding. Holders of the shares have no
preemptive rights. All outstanding shares are fully paid and nonassessable.
The transfer agent for the common stock is Standard Registrar &
Transfer Company, Inc., 12528 South 1840 East, Draper, Utah 84020. Its telephone
number is 801-571-8844.
Meeting Not Required
Nevada Revised Statutes 78.320(2) provides that any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if, before or after the action, a written consent thereto is signed by
the stockholders holding at least a majority of the voting power.
Furnishing Information
This information statement is being furnished to all holders of common
stock of the Company. The Form 10-KSB for the year ended July 31, 2003 and all
prior and subsequent filings may be viewed on the Securities and Exchange
Commission web site at www.sec.gov in the EDGAR Archives and are incorporated
herein by reference. The Company is presently current in the filing of all
reports required to be filed by it.
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Dissenters Rights of Appraisal
There are no dissenter's rights of appraisal applicable to this action
to change the authorized capital of the Company.
Proposals by Security holders
No security holders entitled to vote have transmitted any proposals to
be acted upon by the Company.
Security Ownership of Certain Beneficial Owners and Management
The following table lists, as of May 17, 2004, the number of shares of
common stock beneficially owned by
(i) each person or entity known to the Company to be the beneficial owner
of more than 5% of the outstanding common stock;
(ii) each officer and director of the Company; and
(iii) all officers and directors as a group.
Information relating to beneficial ownership of common stock by our principal
stockholders and management is based upon information furnished by each person
using "beneficial ownership" concepts under the rules of the Securities and
Exchange Commission. Under these rules, a person is deemed to be a beneficial
owner of a security if that person has or shares voting power, which includes
the power to vote or direct the voting of the security, or investment power,
which includes the power to vote or direct the voting of the security. The
person is also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days. Under the
Securities and Exchange Commission rules, more than one person may be deemed to
be a beneficial owner of the same securities, and a person may be deemed to be a
beneficial owner of securities as to which he or she may not have any pecuniary
beneficial interest.
The percentages below are calculated based on 10,500,000 shares of DSE
Fishman, Inc. common stock issued and outstanding as of May 17, 2004. There are
no options, warrants or other securities convertible into shares of Company
common stock outstanding.
Percent of
1 2 Name and address of beneficial owner Amount and nature of ownership class
- ----------------------------------------- ------------------------------ -----------
Doyle S. Elliott 3 8,940,000 85.1%
Peter Moroz 100,000 .95%
Lisa Fincher 100,000 .95%
All officers and directors as a group(2 persons) 200,000 1.9%
- --------
1 Unless otherwise indicated, each shareholder's address is c/o the Company at
501 Manatee Avenue, Suite B, Holmes Beach, FL 34217.
2 The persons and entities indicated have provided written consent to amend the
Company's Articles of Incorporation in the manner as indicated in Annex 1
hereto. Majority written consent is attached hereto as Annex II.
3 Includes an aggregate 1,440,000 shares owned by Mr. Elliott's wife and 3
children (360,000 each), Mr. Elliott disclaims any beneficial interest in or
control over any of such 1,440,000 shares other than that which may be
attributed to him by operation of law. Mr. Elliott resigned as an officer and
director of the Company on April 26, 2004.
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Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares of
the Common Stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within 60
days from the date indicated above upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage of ownership is
determined by assuming that options, warrants or convertible securities that are
held by such person (not those held by any other person) and which are
exercisable within 60 days of the date indicated above, have been exercised. All
options heretofore granted by the Company have been subsequently exercised and
there are currently no options, warrants or any other form of securities
convertible into its common stock outstanding.
There are no arrangements, known to the Company, including any pledge
by any person of securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.
PROPOSAL TO INCREASE THE AUTHORIZED CAPITAL
The Board of Directors has determined that it would be in the best
interest of the Company to increase its authorized capital from 24,000,000
shares of common stock, $0.001 par value per share to 99,000,000 shares of
common stock, $0.001 par value per share.
Reasons for the Proposal
The Company currently has issued and outstanding 10,500,000 shares of
its common stock. Its authorized capital consists of 24,000,000 shares of common
stock $0.001 par value per share. That leaves 13,500,000 shares of common stock
available for issuance at this time. The Company believes that it will need
additional shares of common stock available for issuance in the future to raise
capital and believes that it is prudent at this time to increase the Company's
authorized capital. To do so, a majority of the issued and outstanding shares of
common stock must approve of the amendment to the articles of incorporation.
Effect
The issuance by the Company of any additional shares of Common Stock
would dilute both the equity interests and the earnings per share, if any, of
existing holders of the Common Stock. Such dilution may be substantial,
depending upon the amount of shares issued. The newly authorized shares of
Common Stock will have voting and other rights identical to those of the
currently authorized shares of Common Stock.
Certain Matters Related to the Proposal
The amendment to the articles of incorporation will become effective
upon filing with the Secretary of State of Nevada. It is anticipated that the
foregoing will take place twenty-one (21) days after the Definitive Information
Statement is mailed to the Company's shareholders.
Interest of Certain Persons in Favor of or in Opposition to Increasing the
Authorized Capital
No officer or director is currently expected to receive any direct or
indirect benefit from the Company's proposed increase in its authorized capital.
No officer or director or any person has notified the Company that it intends to
oppose the Company's increase in authorized capital.
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Other Matters
The Board knows of no other matters other than those described in this
Information Statement which have been approved or considered by the holders of a
majority of the shares of the Company's voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR
THE AMENDED ARTICLES, PLEASE CONTACT:
Lisa Fincher
President and Chief Executive Officer
DSE Fishman, Inc.
501 Manatee Avenue
Suite B
Holmes Beach, Florida 34217
Telephone Number: 941-779-2243
By order of the Board of Directors of DSE FISHMAN, INC.
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ANNEX I. Amended Articles of Incorporation
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DSE FISHMAN, INC.
It is hereby certified that:
1. The name of the corporation is DSE FISHMAN, INC. (the "Corporation"):
2. The certificate of incorporation of the corporation is hereby amended
by striking out Article IV (a) thereof and by substituting in lieu of
said article the following new Article IV(a):
(a) The Corporation shall be authorized to issue the following shares:
Class Number of Shares Par Value
--------- ---------------- ---------
Common 99,000,000 $.001
Preferred 1,000,000 $.001
3. The balance of Article IV, paragraphs designated (b), (c) and (d) shall
remain as is.
Signed on this 17th day of May, 2004.
By: ________________________________
Name: Lisa Fincher
Title: Chief Executive Officer
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