U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14F-1
Under the Securities Exchange Act of 1934
ARES GLOBAL ASSETS, INC.
(Exact name of registrant as specified in its corporate charter)
000-49977
(Commission File Number)
Delaware
(State of Incorporation)
pending
(I.R.S. Employer Identification No.)
8 Victoria Square, Aberdare, Wales, CF44 7LA UK
(Address of principal executive offices)
+44 8707 521 400
(Registrant's telephone number, including area code)
ARES GLOBAL ASSETS, INC.
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about October 21, 2003
to the holders of shares of common stock, par value $0.0001 (the "Common
Stock") of ARES GLOBAL ASSETS, INC., a Delaware corporation (the "Company").
You are receiving this Information Statement in connection with the appointment
of a new member to the Company's Board of Directors (the "Board").
On October 21, 2003, T. Chong Weng, the majority shareholder of the Company
entered into a Share Purchase Agreement (the "Agreement") with Deane Thomas,
which results in a restructuring of the Company's management, Board, and
ownership.
Pursuant to the terms of the Agreement, on October 21, 2003 T. Chong Weng
will sell 1,240,000 shares of the Company, representing at that time 100% of
the outstanding Common Stock, to Deane Thomas. As consideration for the
purchase of the shares, Deane Thomas will pay the sum of US$35,000.
On October 21, 2003, in accordance with the Agreement, T. Chong Weng will
resign as the sole director and officer and appoint Deane Thomas as the sole
director of the Company. Deane Thomas will not take office until ten (10) days
after this Information Statement is mailed or delivered to all Company
stockholders in compliance with Section 14(f) of the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 14f-1 thereunder.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES OF THE COMPANY
On October 21, 2003 there were 1,240,000 shares of common stock issued and
outstanding. Each share of Common Stock entitles the holder thereof to one
vote on each matter that may come before a meeting of the shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 2, 2003, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each officer and director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all directors and executive officers as a group.
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND PERCENT OF
BENEFICIAL OWNER (1) NATURE OF CLASS (2)
BENEFICIAL
OWNERSHIP
Common Stock Deane Thomas 1,240,000 100%
8 Victoria Square
Aberdare, Wales, CF44 7LA UK
Common Stock All Officers and Directors as a Group (1 person) 1,240,000 100%
_____________
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting investment
power or has the power to acquire such beneficial ownership within 60
days. Accordingly, the numbers assume a closing has occurred.
(2) Based upon 1,240,000 shares issued and outstanding.
CHANGES IN CONTROL
On October 21, 2003, Deane Thomas will acquire 1,240,000 shares from T.
Chong Weng in a private transaction. Deane Thomas will become the "control
person" of the Registrant as that term is defined in the Securities Act of
1933, as amended. Simultaneously with this transaction, T. Chong Weng resigned
as an officer and director and appointed Deane Thomas to the Board and which
appointment is effective ten (10) days after mailing of this Information
Statement. Deane Thomas also was appointed as President, Secretary and
Treasurer of the Company.
Prior to the sale, the Company had 1,240,000 shares of Common Stock
outstanding.
DIRECTORS AND EXECUTIVE OFFICERS
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent
of any class of voting securities of the Company, or any affiliate of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material interest adverse to the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the incoming director
and executive officer of the Company, the principal offices and positions with
the Company held by each person. Such person will become a director or
executive officer of the Company effective 10 days after the mailing of this
Information Statement. The executive officers of the Company are elected
annually by the Board. The directors serve one year terms until their
successors are elected. The executive officers serve terms of one year or
until their death, resignation or removal by the Board. Unless described below,
there are no family relationships among any of the directors and officers.
NAME POSITION
Deane Thomas President, Secretary, Treasurer and Director
On October 21, 2003, Deane Thomas was elected and appointed Chairman of the
Board, President, Secretary and Treasurer of Ares Global Assets, Inc. For the
past five years, Mr. Thomas was a director of the following companies UK Euro
Group plc, Uk Euro Developments Limited, UK Euro International Limited, UK
Euro Industries Limited and OIKO Group Limited. Mr. Thomas has also been
managing these companies with a board of directors since there incorporation
(April 2001). Previous to this Mr. Thomas was responsible for business
management in Australia and New Zealand. Mr. Thomas is a certified Ships
Master (Captain), and have been responsible for the safety and security of
multi million dollar luxury yachts based in South of France, Caribbean and
Australia.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, none of the officers, directors or shareholders
of the Company was delinquent in any necessary filings under Section 16(a).
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS AND DIRECTORS
The Company currently does not pay any cash salaries to any officers or
directors.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal year ended December 31,
2002. Other than as set forth herein, no executive officer's salary and bonus
exceeded $100,000 in any of the applicable years. The following information
includes the dollar value of base salaries, bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred.
SUMMARY COMPENSATION TABLE
Annual Paid Compensation Long Term Compensation
------------------------- ------------------------
Awards Payouts
--------------------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LTIP OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
YEAR ($) ($) ($) ($) SARS (#) ($) ($)
NAME AND
PRINCIPAL
POSITION
- ----------------------------------------------------------------------------------------------------------------------------
TC Weng 2002 -0- -0- -0- -0- -0- -0- -0-
(President, (12/31)
Treasurer,
Secretary)
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME GRANTED (#) YEAR ($/SH) EXPIRATION DATE
- -------------------------------------------------------------------------------------------------------------------------
TC Weng None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of Unexercised In
Number of Unexercised The-Money Option/SARs
Shares Acquired Securities Underlying At FY-End ($)
On Value Options/SARs At Fy-End (#) Exercisable/Unexercisable
Name Exercise (#) Realized ($) Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------
T.C Weng N/A N/A None N/A
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: 11/3/2003 ARES GLOBAL ASSETS, INC.
By: /s/ Deane Thomas
--------------------------------
Deane Thomas
President