SCHEDULE 14C INFORMATION
(Rule 14c-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check
the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PRELUDE VENTURES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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INFORMATION STATEMENT
TO STOCKHOLDERS
OF
PRELUDE VENTURES, INC.
1400 N. GANNON DRIVE, 2ND FLOOR
HOFFMAN ESTATES, IL 60194
----------------------------------------------------
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement is furnished to holders of shares of common
stock, $.0001 par value (the "Common Stock"), of Prelude Ventures Inc. (the
"Company") to notify such stockholders that on or about November 19, 2003 the
Company received written consents in lieu of a meeting of stockholders from
holders of a majority of the shares of Common Stock representing in excess of 51
% of the total issued and outstanding shares of voting stock of the Company (the
"Majority Stockholders") approving the Certificate of Amendment to the
Certificate of Incorporation of the Company, pursuant to which the Company's
name will change to "AMERICAN CAPITAL ALLIANCE, INC." (the "Stockholder
Matter").
This Information Statement describing the approval of the Stockholder
Matter is first being mailed or furnished to the Company's stockholders on or
about January 20, 2004, and such matters shall not become effective until at
least 20 days thereafter. Expenses in connection with the distribution of this
Information Statement will be paid by the Company and are anticipated to be less
than $10,000.
The Board of Directors knows of no other matters other than those
described in this Information Statement which have been recently approved or
considered by the holders of a majority of the shares of the Company's voting
stock.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act
Filings") with the Securities and Exchange Commission (the "Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained at the Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
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The following documents as filed with the Commission by the Company are
incorporated herein by reference:
(1) Quarterly Report on Form 10-QSB for the quarter ended September 30,
2003
(2) Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003;
(3) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003;
(4) Annual Report on Form 10-KSB, as amended for the year ended December
31, 2002; and
(5) Form 8-K's dated April 15, 2003, August 13, 2003 and November 16, 2003.
OUTSTANDING VOTING SECURITIES
As of November 18, 2003 (the "Record Date"), out of the 100,000,000
shares of Common Stock authorized there were 28,300,000 shares of Common Stock
issued and outstanding, and out of the 10,000,000 shares of preferred stock
authorized there were no shares of the preferred stock outstanding.
Only holders of record of the Common Stock at the close of business on
the Record Date were entitled to participate in the written consent of the
Company's stockholders. Each share of Common Stock was entitled to one (1) vote.
The Company's Board of Directors approved this action on November 18,
2003 and recommended that the Articles of Incorporation be amended in order to
effectuate the name change.
The proposed Amendment to the Articles of Incorporation to amend the
name of the Corporation to "AMERICAN CAPITAL ALLIANCE, INC." was filed with the
Nevada Secretary of State and was effective on November 19, 2003. If the
proposed Amendment were not adopted by written majority shareholder consent, it
would have been necessary for this action to be considered by the Company's
shareholders at a special shareholder's meeting convened for the specific
purpose of approving the Amendment.
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.
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PRINCIPAL STOCKHOLDERS
The following table sets forth information as of December 1, 2003, with respect
to the beneficial ownership of the 28,300,000 outstanding shares of the
Company's Common Stock by (i) each person known by the Company to beneficially
own five percent or more of the outstanding shares; (ii) the Company's officers
and directors; and (iii) the Company's officers and directors as a group. A
person is deemed to be a beneficial owner of any securities of which that person
has the right to acquire beneficial ownership within sixty (60) days.
Amount and
Nature of Percentage
Nature and Address Beneficial (%) of
of Beneficial Owner (1) Ownership (2) Class
------------------------- -------------- -----
Jesse Fuller (3) 3,375,000 11.9%
Lawrence J. Griffin (3) 1,125,000 3.9
Christopher A. Hanson (3) 0 0%
Virginia Gefgert (6) 1,350,000 4.7
Al Gudice (3) 1,125,000 3.9
Richard Stefiel (3) 400,000 *
Donald Mago (3) 1,125,000 3.9
Frank Mago (3) 1,125,000 3.9
Al Cilella (3) 375,000 *
Michael S. Krome (4) 2,100,000 7.4%
8 Teak Court
Lake Grove, New York 11755
New Century Capital 1,250,000 4.4%
Consultants, Inc.
One Great Neck Road
Bill Paul, Attorney, ITF (5) 1,750,000 6.1%
William Burns
PO Box 712 Grimshaw
Alberta Canada T0H 1W0
Richard Quinney (5) 2,874,000 10.1%
PO Box 712 Grimshaw
Alberta Canada T0H 1W0
Directors and Officer 10,000,000 35.3%
as a Group (9 persons)
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* Indicates ownership is less than 5% of the issued and outstanding
shares.
(1) Unless otherwise indicated, the address of each beneficial owner is
c/o Prelude Ventures, Inc., 1400 N. Gannon Drive, 2nd Floor, Hoffman Estates, IL
60194.
(2) Beneficial ownership as reported in the table above has been determined in
accordance with Item 403 of Regulation S-K of the Securities Act of 1933 and
Rule 13(d)-3 of the Securities Exchange Act, and based upon 28,718,302 shares of
Common Stock outstanding.
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(3) Officer and/or Director of the Company
(4) Michael S. Krome, Esq., is acting as Escrow Agent for the shares held in his
name, pursuant to 14D previously filed.
(5) Shares issued as part of the transaction with Pascal Energy, Inc. and to be
returned to treasury. Percentages listed include these shares. (6) Virginia
Gefgert is the mother of Christopher A. Hanson, and Mr. Hanson should be
considered the beneficial owner for purposes of control of the Registrant
DESCRIPTION OF THE STOCKHOLDER MATTER
Approval of the Certificate of Amendment to the Company's Certificate of
Incorporation
The Board of Directors (the "Board") by unanimous written consent dated
as of November 18, 2003, and certain stockholders (the "Majority Stockholders")
owning a majority of issued and outstanding capital stock of the Company
entitled to vote, by written consent dated as of November 18, 2003, approved and
adopted resolutions to amend the Company's Certificate of Incorporation. The
Certificate of Amendment to the Company's Certificate of Incorporation, already
filed with the Secretary of State of the State of Nevada changed the Company's
name to "AMERICAN CAPITAL ALLIANCE, INC.", and will not be effective earlier
than 20 days after the mailing of this Information Statement. The Company
recently entered into the transaction recently disclosed in the 8-K filing of
November 16, 2003, to wit, the Stock Purchase Agreement with Alliance Petroleum
Products Company, and a Rider to Agreement and Plan of Merger, along with the
Agreement to purchase an option to purchase the assets and certain liabilities
of Tri-State Stores, Inc. ("Tri-State"), GMG Partners LLC, ("GMG") and SASCO
Springfield Auto Supply Company, ("SASCO") (Tri-State, GMG and SASCO are
collectively referred to herein as "Tri States Stores), and the Agreement with
the shareholders of Motor Parts Warehouse, Inc. ("MPW"), of St. Louis, Missouri,
for the option to purchase all of the outstanding shares of MPW (collectively,
the "Marketing Business). Finally, the Company cancelled the Agreement to
acquire an aggregate of 10,000,000 shares of common stock, being all of the
issued and outstanding shares of Pascal Energy, Inc. from that company and its
shareholders due to the inability to complete a comprehensive due diligence and
difficulties in completing an audit of the financials of Pascal Energy. The
shares of common stock, previously issued in anticipation of the completion of
the transaction are to be returned to the treasury of the Registrant and
cancelled The Company's Marketing Business intends to market certain products
under the Tri-States Stores banner and private label automotive products
manufactured by Alliance for Tri State Stores, and other sellers. The Company
believes that its new name is more reflective of the Company's current business
strategy and will facilitate a better understanding by the Company's customers
and shareholders of the nature of the Company's new business.
Procedure for the Approval of the Certificate of Amendment to the Company's
Certificate of Incorporation
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
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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.
Required Approvals Obtained
The Board, by its unanimous written consent (the "Board Consent"),
adopted resolutions approving the Certificate of Amendment to the Company's
Certificate of Incorporation to amend the name of the Corporation to "AMERICAN
CAPITAL ALLIANCE, INC." On the Record Date, the only issued and outstanding
shares of the Company's capital stock entitled to vote on the proposed amendment
were 28,30,000 shares of the Company's common stock, par value $.0001 per share
(the "Common Stock"), of which the Majority Stockholders held in excess of 51%
of the total stock entitled to vote on the proposed amendment. On November 18,
2003, the Majority Stockholders, by written consent in lieu of a meeting,
approved the Certificate of Amendment to the Company's Certificate of
Incorporation, a copy of which is attached to this Information Statement as
Exhibit A. No further consents, votes or proxies are or were necessary to effect
the approval of Certificate of Amendment to the Company's Certificate of
Incorporation.
Dissenters' Rights of Appraisal.
Under Nevada Law, our dissenting shareholders, if any, are not entitled
to appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT,
PLEASE CONTACT:
Mr. Jesse Fuller Prelude Ventures Inc.
1400 N. Gannon Drive, 2nd Floor
Hoffman Estates, IL 60194
(847) 310-9416
By order of the Board of Directors of
Prelude Ventures Inc.
By: /s/ Jesse Fuller
----------------------
Name: Jesse Fuller
Title: Chief Executive Officer and President
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Exhibit A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PRELUDE VENTURES INC.
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