UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
(AMENDMENT NO. 1)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary information statement
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive information statement
National Filing Agents, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the 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 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: N/A
[ ] 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: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
National Filing Agents, Inc.
1901 Post Oak Drive, Suite 2402
Houston, TX 77027
Telephone: 713-333-5808
November 15, 2007
To the Shareholders:
The purpose of this Information Statement is to is to inform the holders of
record, as of the close of business on October 29, 2007 (the "Record Date"),
of shares of common stock, par value $0.001 per share (the "Common Stock") of
National Filing Agents, a Nevada corporation ("NFLA" or the "Company"), that
nine holders of approximately 74% of our capital stock as of the Record Date
have given written consent as of October 29, 2007, to approve the following:
1. To reflect a forward Stock Split on the ratio of two-point-one new
shares for one old share (2.1:1); and
2. To reflect that the Corporation's name be, and hereby is, changed
to Bonanza Oil & Gas, Inc.
Nevada corporation law and the Company's bylaws permit holders of a majority
of the voting power to take stockholder action by written consent.
Accordingly, the Company will not hold a meeting of its stockholders to
consider or vote upon the increase of authorized shares, the forward stock
split and the corporate name change as described in this Information
Statement.
We encourage you to read the attached Information Statement carefully,
including the exhibits, for further information regarding these actions. In
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), the approval of the action described
herein by the holders of a majority of the voting power of the Company will
be deemed ratified and effective at a date that is at least 20 days after the
date this Information Statement has been mailed or furnished to our
stockholders. This Information Statement is first being mailed or furnished
to stockholders on or about November 19, 2007.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This Information Statement is being furnished to you solely for the purpose
of informing stockholders of the matters described herein in compliance with
Regulation 14C of the Exchange Act.
By Order of the Board of Directors
/s/ Bill Wiseman
- -----------------------
Bill Wiseman
President, Chief Executive Officer and Director
November 15, 2007
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
National Filing Agents, Inc.
1901 Post Oak Drive, Suite 2402
Houston, TX 77027
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
- -------------------
This Information Statement is being provided to the Shareholders of National
Filing Agents, Inc. ("NFLA " or the "Company"), in connection with our prior
receipt of approval by written consent, in lieu of a meeting of shareholders,
to approve the following:
1. To reflect a forward Stock Split on the ratio of two-point-one new
shares for one old share (2.1:1); and
2. To reflect that the Corporation's name be, and hereby is, changed
to Bonanza Oil & Gas, Inc.
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The
Company will only deliver one Information Statement to multiple stockholders
sharing an address unless the Company has received contrary instructions from
one or more of the stockholders. The Company will promptly deliver a separate
copy of this Information Statement and future stockholder communication
documents to any stockholder at a shared address to which a single copy of
this Information Statement was delivered, or deliver a single copy of this
Information Statement and future stockholder communication documents to any
stockholder or holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the following address:
National Filing Agents, Inc.
1901 Post Oak Drive, Suite 2402
Houston, TX 77027
Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting the Company at
the address listed above.
The Company's Board of Directors approved this action on October 26, 2007 and
recommended to effectuate a two-point-one for one (2.1:1) forward stock split
of the outstanding Common Stock, while retaining the current par value of
$0.001, with appropriate adjustments to the capital accounts of National
Filing Agents, Inc, with all fractional shares rounded up to the nearest
whole share.
1
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent
of the holders of outstanding shares of voting capital stock, having not less
that 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 this Section 78.390 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 amend the Company's Articles of Incorporation. In order
to eliminate the costs and management time involved in holding 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 shareholders of the
Company.
The date on which this Information Statement was first sent to the
shareholders is on, or about November 19, 2007. The record date established
by the Company for purposes of determining the number of outstanding shares
of Voting Capital Stock of the Company was October 29, 2007, (the "Record
Date").
Outstanding Voting Stock of the Company
- ---------------------------------------
As of the Record Date, the Company had 60,000,000 authorized shares of common
stock, of which 12,178,403 were issued and outstanding. The consenting
stockholders, who consist of nine current stockholders of the Company, are
collectively the record and beneficial owners of 9,023,810 shares, which
represents approximately 74% of the issued and outstanding shares of the
Company's outstanding common stock. The consenting stockholders voted in
favor of the actions described by written consent, dated October 29, 2007.
Each share of Common Stock entitles the holder to one (1) vote on all matters
submitted to the shareholders.
Under Nevada corporation law and the Company's bylaws, the consent of the
holders of a majority of the voting power is effective as stockholders'
approval. We will file an Amendment to the Articles of Incorporation of the
Company (the "Amendment") in order to increase the number of authorized
shares and change the name of the Company, in accordance with the
requirements of the Securities Exchange Act of 1934 and Regulation 14C
promulgated thereunder, the Amendment will not be filed with the Secretary of
State of Nevada or become effective until at least twenty (20) calendar days
after the mailing of this Information Statement.
2
Security Ownership of Certain Owners and Management
- ---------------------------------------------------
The following table sets forth the Common Stock ownership information as
of October 29, 2007, with respect to (i) each person known to the Company to
be the beneficial owner of more than 5% of the Company's Common and Preferred
Stock, (ii) each director of the Company, (iii) each person intending to file
a written consent to the adoption of the Amendment described herein, and (iv)
all directors, executive officers and designated shareholders of the Company
as a group. This information as to beneficial ownership was furnished to the
Company by or on behalf of each person named.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
- -----------------------------------------------------------------------------
Common Bill Wiseman (2) President, CEO/ 1,523,810 12.5%
Director
Common Bob Teague (3) VP Operations/
Director 1,523,810 12.5%
Common Ran Furman (4) CFO 190,476 1.6%
Common Lucas Energy, Inc. (5) Shareholder 3,000,000 24.6%
- -----------------------------------------------------------------------------
Totals: 6,238,096 51.2%
All Executive Officers, Directors
as a Group (3 persons) 3,238,095 26.6%
- -----------------------------------------------------------------------------
(1) The percentages listed in the percent of class column are based upon
12,178,403 issued and outstanding shares of Common Stock.
(2) Bill Wiseman, 1901 Post Oak Drive, Suite 2402, Houston, TX 77027.
(3) Bob Teague, 1901 Post Oak Drive, Suite 2402, Houston, TX 77027.
(4) Ran Furman, 1901 Post Oak Drive, Suite 2402, Houston, TX 77027.
(5) Lucas Energy, Inc., 3000 Richmond Avenue, #400 Houston, TX 77098,
3
EXPLANATION OF ACTIONS TO BE TAKEN
ITEM 1
TWO-POINT-ONE FOR ONE FORWARD STOCK SPLIT
The Board of Directors of the Company have adopted a resolution to forward
split the Company's shares two-point-one for one (2:.1:1), which will result
in the issuance of two-point-one (2.1) new shares ("New Shares") for each one
(1) old share ("Old Shares") of the Company's common stock held as of
October 29, 2007 (the "Record Date"). The holders of shares representing a
majority of the Company's outstanding voting stock have given their written
consent to the forward stock split. Under Nevada corporation law and the
Company's bylaws, the consent of the holders of a majority of the voting
power is effective as stockholders' approval. In accordance with the
requirements of the Securities Exchange Act of 1934 and Regulation 14C
promulgated thereunder, the forward stock split will not become effective
until at least twenty (20) calendar days after the mailing of this
Information Statement.
The procedure for shareholders to obtain New Shares in exchange for Old
Shares pursuant to the Stock Split is set forth below under the heading
"Effective Date."
Purpose and Effect of Forward Stock Split
- -----------------------------------------
The Board has determined that share liquidity would be enhanced by having
additional shares held by the Company's shareholders.
NFLA will not issue any certificates representing fractional shares. Any
fractional shares will be rounded to the nearest whole share. This forward
stock split will not affect the current par value of $0.001 per share. The
appropriate adjustments to the capital accounts of National Filing Agents,
Inc, with all fractional shares rounded up to the nearest whole share. This
forward stock split will increase the number of issued and outstanding common
shares from 12,178,403 to 25,574,646 common shares and have no effect on the
authorized number of shares.
The board of directors of NFLA may authorize, without further shareholder
approval, the issuance of such shares of common stock or preferred stock to
such persons, for such consideration, and upon such terms as the board of
directors determines. Such issuance could result in a significant dilution
of the voting rights and the stockholders' equity, of then existing
shareholders.
4
Issuance of additional common stock may have the effect of deterring or
thwarting persons seeking to take control of NFLA through a tender offer,
proxy fight or otherwise or to bring about removal of incumbent management or
a corporate transaction such as merger. For example, the issuance of common
stock or preferred stock could be used to deter or prevent such a change of
control through dilution of stock ownership of persons seeking to take
control or by rendering a transaction proposed by such persons more
difficult.
There can be no assurance, nor can the Board of Directors of the Company
predict what effect, if any, these change, include the forward stock split
will have on the market price of the Company's common stock.
ITEM 2
AMENDMENT OF THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors of the Company have adopted a resolution to change the
name of the corporation from "National Filing Agents, Inc." to " Bonanza Oil
& Gas, Inc." The holders of shares representing a majority of the Company's
outstanding voting stock have given their written consent to the
Corporate Name Change. Under Nevada corporation law and the Company's
bylaws, the consent of the holders of a majority of the voting power is
effective as stockholders' approval. We will file an Amendment to the
Articles of Incorporation of the Company (the "Amendment") in order to change
the name of the Company, provided, however, that in accordance with the
requirements of the Securities Exchange Act of 1934 and Regulation 14C
promulgated thereunder, the name change Amendment will not be filed with the
Secretary of State of Nevada or become effective until at least twenty (20)
calendar days after the mailing of this Information Statement.
Purpose and Effect of the Corporate Name Change
- -----------------------------------------------
The Corporate Name Change has been approved because the new name represents
the Company's new business focus. National Filing Agents, Inc. commenced
business in December, 2002 to provide electronic filing services for clients
that need to electronically file prospectuses, registration statements, and
other documents. On October 23, 2007, the Company entered into an
Acquisition and Plan of Merger Agreement with Plantation Working Interests,
LLC, ("PWI") a privately-held limited liability company, organized in Texas.
(See Current Report filed with the Commission, dated October 23, 2007.)
5
Pursuant to the Acquisition and Plan of Merger, Plantation Working Interests,
LLC took control of the Company, whereby NFLA remained the surviving entity.
Plantation Working Interests, LLC is engaged in the business as a
nonoperating working interest participant in oil and gas projects.
As a result of this change of direction, the Company's business focus now
deals with oil and gas projects. The adoption of "Bonanza Oil & Gas, Inc."
as the new name more clearly and accurately describes the Company's business
focus. With the name "National Filing Agents, Inc.", there is no clear
relationship to the Company's current business activities. The name "Bonanza
Oil & Gas, Inc." should allow the Company to develop a clearer and more
recognizable identity in the marketplace.
Effective Date
- --------------
Certificates for the Company's common stock that recite the name "National
Filing Agents, Inc." will continue to represent shares in the Company after
the Corporate Name Change has become effective. If, however, a stockholder
wishes to acquire a certificate reciting the name " Bonanza Oil & Gas, Inc.."
after the effectiveness of the Corporate Name Change, the stockholder may do
so by surrendering their certificate to the Company's transfer agent with a
request for a replacement certificate and the appropriate stock transfer fee.
The new certificate will reflect the name change and two-for-one forward
stock split.
The Company's transfer agent is:
Empire Stock Transfer Inc.
2470 St. Rose Parkway, Suite 304
Henderson, Nevada 89074
Tel: (702) 818-5898
Fax: (702) 974-1444
No Dissenter's Rights
- ---------------------
Under Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to our amendment, and we will not independently provide
our shareholders with any such right.
6
Nevada Anti-Takeover Provisions
- -------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to NFLA. Section 78.438 of the Nevada law prohibits
the Company from merging with or selling more than 5% of our assets or stock
to any shareholder who owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date on which the
shareholder acquired the NFLA shares, unless the transaction is approved by
NFLA's Board of Directors. The provisions also prohibit the Company from
completing any of the transactions described in the preceding sentence with a
10% shareholder who has held the shares more than three years and its related
entities unless the transaction is approved by our Board of Directors or a
majority of our shares, other than shares owned by that 10% shareholder or
any related entity. These provisions could delay, defer or prevent a change
in control of NFLA.
Conclusion
- ----------
As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the Amendment. Your
consent to the Amendment is not required and is not being solicited in
connection with this action. This Information Statement is intended to
provide our stockholders information required by the rules and regulations of
the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
National Filing Agents, Inc.
Date: November 15, 2007 By: /s/ Bill Wiseman
- ------------------------ ----------------------------------
President, Bill Wiseman
Chief Executive Officer and
Director
7
Exhibit "A"
PROPOSED
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
NATIONAL FILING AGENTS, INC.
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
We the undersigned do hereby certify that:
1. National Filings Agents, Inc. (the "Corporation") is a
corporation formed under the laws of the State of Nevada, and its Articles
of Incorporation were filed in the office of the Secretary of State on
December 24, 2002.
2. The Articles of Incorporation are hereby amended by deleting the
existing ARTICLE I and replacing it in its entirety with the following
amendment:
ARTICLE I: The name of the corporation shall be:
Bonanza Oil & Gas, Inc.
3. This amendment to the Articles of incorporation has been duly
adopted in accordance General Corporation Law of the State of Nevada.
4. The number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is: 12,178,403; that
the said changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
5. The number of shares voted for such amendments was 9,023,810
(74%) and the number voted against such amendment was 0 (0%).
The undersigned has signed these Articles on November ____, 2007.
/s/
---------------------------
By: Bill Wiseman
Title: President, Chief Executive Officer
and Director