SCHEDULE 14C INFORMATION
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of 1934
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[ ] Preliminary Information Statement
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5(d)(2))
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SEVEN VENTURES, INC.
(Name of Registrant as Specified in its Charter)
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SEVEN VENTURES, INC.
4685 South Highland Drive, #202
Salt Lake City, Utah 84117
(801) 278-9424
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our stockholders
(Seven Ventures, Inc., a Nevada corporation ["Seven Ventures," "we", "our" or
"us"]), in connection with the following actions unanimously approved by our
Board of Directors:
1. To effect a reverse split of our outstanding common
stock on a basis of 1 for 175, while retaining
the current par value of $0.001, with appropriate
adjustments to the capital accounts of our Company, with
no stockholder to be reduced below 100 shares, on a per
stockholder of record basis, and with all shares issued
for the 100 share rounding to be repaid to us by certain
principal stockholders canceling a like number of shares
(estimated at 3,558 shares); and
2. To authorize the Board of Directors to change the name of
our Company to conform with the business or industry that
the Board of Directors determines we engage in or conforms
with the name or names of any properties or businesses
acquired by our Company.
These resolutions were unanimously adopted by our Board of Directors
and five persons (including members of our management) who own in excess of a
majority of our outstanding voting securities (the "Majority Stockholders"),
in accordance with Sections 315 and 320 of the Nevada Revised Statutes (the
"Nevada Law"). See the captions "Voting Securities and Principal Holders
Thereof" and "Amendment to the Articles of Incorporation and Vote Required for
Approval," herein. These five persons collectively own 33,226,000 shares or
approximately 55.7% of our outstanding voting securities. No other votes are
required or necessary to adopt these amendments, and none are being solicited
hereunder. By their written consent, these five persons are not part of a
"group" for the purposes of Schedule 13D of the Securities and Exchange
Commission.
APPROXIMATE DATE OF MAILING: November 22, 2002.
The resolutions adopted by these persons authorize the reverse split
and potential name change. These resolutions will become effective on the
opening of business on December 16, 2002, or a date that is at least 21 days
from the mailing of this Information Statement to our stockholders; and any
executive officer, as required by Nevada Law, is entitled to execute and file
the Certificate of Amendment with the Secretary of the State of the State of
Nevada effecting the reverse split and such other agencies as may be deemed
required or necessary.
These resolutions are the only matters covered by this Information
Statement.
Section 390 of the Nevada Law provides that every amendment to the
Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment. Sections 315 and 320, respectively, provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of stockholders, may adopt
such action without a meeting by written consent. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The directors, executive officers and others comprising the Majority
Stockholders who have adopted the resolutions to amend our Articles of
Incorporation to effect the reverse split outlined above collectively own
approximately 55.7%% of our outstanding voting securities; accordingly, no
additional votes are required or necessary to adopt the amendment to our
Articles of Incorporation or the potential name change, and none are being
solicited hereunder. See the captions "Voting Securities and Principal
Holders Thereof" and "Amendment to the Articles of Incorporation and Vote
Required for Approval," herein.
On November 6, 2002, we signed a Letter of Intent with Christopher's
Original Formulas, Inc., a Nevada corporation ("Christopher's"), regarding a
proposed Agreement and Plan of Reorganization (the "Agreement"), pursuant to
which we may acquire Christopher's for 8,760,000 post-split shares, following
a 175 for 1 reverse split of our outstanding securities. There is no
assurance that this reorganization will be completed, and the respective
parties are in the "due diligence" process of investigating each other. If
completed, Proposal 2 will allow the Board of Directors to change our name to
a name that is suitable for the business operations of Christopher's to which
we will succeed. You can reference the Letter of Intent in the Edgar Archives
of the Securities and Exchange Commission at www.sec.gov in our 8-K Current
Report dated November 6, 2002, or if you request us to send you a copy of this
Report, we will promptly provide it to you at no cost.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment to effect the reverse split which is not
shared by all other stockholders, pro rata.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- ------------------
The securities that would have been entitled to vote if a meeting
was required to have been held consist of shares of our common stock. Each
share of our common stock is entitled to one vote. The number of outstanding
shares of our common stock at the close of business on November 22, 2002, the
record date for determining our stockholders who would have been entitled to
notice of and to vote on the amendment to our Articles of Incorporation, was
59,627,491.
Security Ownership of Principal Holders and Management.
- -------------------------------------------------------
To the knowledge of our management and based upon a review of the
stock ledger maintained by our transfer and registrar agent, the following
table sets forth the beneficial ownership of persons who own more than five
percent of our common stock as of the record date and the date hereof, and the
share holdings of management, to-wit:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
- ---------------- ---- ----------------------------
Management
----------
Jeff Keith President and 5,000,000 - 8.4%
4778 S. Hanauer Street and Director
Murray, Utah 84107
Quinton Hamilton Vice President 5,000,000 - 8.4%
2059 E. Royal Harvest Way and Director
#21
Salt Lake City, Utah 84121
Shane Kirk Secretary and 5,000,000 - 8.4%
1945 Westminster Avenue Director
Salt Lake City, Utah 84108
Others
------
Ralph M. Wilkerson (1) Stockholder 14,026,500 - 23.5%
45 Dale Drive
Cody, Wyoming 82414
Duane S. Jenson (2) Stockholder 4,199,500 - 7%
4685 So. Highland Dr., #202
Salt Lake City, Utah 84117 ------------------
Total: 33,226,000 - 55.7%
(1) A total of 1,082,000 of these shares are held by Mr. Wilkerson's
wife, Shirley A. Wilkerson. Due to their marital relationship, Mr. Wilkerson
may be deemed to be the beneficial owner of all shares held in Mrs.
Wilkerson's name.
(2) A total of 1,291,450 of these share are held by Jenson Services,
Inc., a Utah corporation ("Jenson Services"). Due to Mr. Jenson's ownership
of Jenson Services, Mr. Jenson may be deemed to be the beneficial owner of all
shares held in the name of Jenson Services.
CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers.
- ---------------------------------
The following delineates certain information concerning our newly
designated directors and executive officers:
Positions with
Name Age the Company
---- --- -----------
Jeff Keith 31 President
Director
Quinton Hamilton 31 Vice President
Director
Shane Kirk 30 Secretary
Director
Directors are elected by our stockholders to serve until the next
annual meeting of our stockholders or until their successors have been elected
and have duly qualified. Officers are appointed to serve until the annual
meeting of our Board of Directors following the next annual meeting of our
stockholders and until their successors have been elected and have qualified.
The following is a summary of the business experience of each of our
current directors and executive officers:
Jeff Keith, President and director, is 31 years old. Mr. Keith
graduated from the University of Utah in 1995 with a B.S. in Communications.
Mr. Keith worked as a Business Manager for Acosta Sales and Marketing from
January 1998 to October 2000. Mr. Keith is currently an Account Executive for
Hormel Foods Corporation.
Shane Kirk, Secretary and director, is 29 years old. Mr. Kirk
graduated from the University of Utah in 1995 with a B.A. in Communications.
Mr. Kirk has been employed by Market Logic, Inc. as a Manager of Manufacturer
Sales since November 1998. Previously, Mr. Kirk worked for A-1 International
Foods in various positions from January 1996 to 1998.
Quinton Hamilton, Treasurer and director, is 31 years old. Mr.
Hamilton attended the University of Utah from 1990 to 1995, at which time he
graduated with a B.A. Mr. Hamilton worked as an account
representative/coordinator with the marketing firm of Scopes, Garcia and
Carlisle, located in Salt Lake City, Utah, for two years ending June 1997.
Mr. Hamilton has worked as a Marketing Associate for City Search of Salt Lake
City Utah. Mr. Hamilton was employed as an electronic customer relations
manager for Reynolds and Reynolds. Mr. Hamilton is currently employed by
Siebl, the worlds leading provider of customer relationship management
software.
Family Relationships.
- ---------------------
There are no family relationships between any of our directors or
executive officers.
Changes in Control.
- -------------------
None; however, On November 6, 2002, we signed a Letter of Intent
with Christopher's regarding a proposed Agreement pursuant to which we may
acquire Christopher's for 8,760,000 post-split shares. See the caption
"Introduction," herein.
Pending Legal Proceedings.
- --------------------------
To the knowledge of our management, no director or executive officer
is party to any action in which any has an interest adverse to us.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
To the knowledge of our management and during the past 10 years, no
present or former director, person nominated to become a director, executive
officer, promoter or control person of our Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Executive Compensation.
- -----------------------
With the exception of the aggregate of 15,000,000 shares of our
common stock issued to our present directors and executive officers as
outlined above under the caption "Voting Securities and Principal Holders
Thereof," none of our present directors and executive officers has received
any cash or other remuneration for services rendered to us; and no
compensatory arrangements have yet been set for service in these capacities.
We do not have any profit sharing, pension, bonus, incentive or
other similar plan at this time, but we may adopt one or more of these plans
in the future to assist in attracting and maintaining directors, executive
officers and key and other employees.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Section 390 of the Nevada Law provides that every amendment to the
Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment. Sections 315 and 320, respectively, provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of stockholders, may adopt
such action without a meeting by written consent. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The directors, executive officers and others comprising the Majority
Stockholders who have adopted the resolutions to amend our Articles of
Incorporation to effect the reverse split outlined above collectively own
approximately 55.7% of our outstanding voting securities; accordingly, no
additional votes are required or necessary to adopt the amendment to our
Articles of Incorporation or the potential name change, and none are being
solicited hereunder.
The effective date of the reverse split and the amendment that will
allow the Board of Director's to change our name to conform with the business
or industry that the Board of Directors determines that we engage in or
conforms with the name or names of any properties or businesses acquired by
our Company, will be on the opening of business on December 16, 2002, or a
date that is at least 21 days from the mailing of this Information Statement
to our stockholders.
NOTICE
FIVE MAJORITY STOCKHOLDERS OF OUR COMPANY WHO HAVE CONSENTED TO THE REVERSE
SPLIT AND POTENTIAL CHANGE OF OUR COMPANY'S NAME OWN A SUFFICIENT NUMBER OF
OUR VOTING SECURITIES TO ADOPT THESE AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND HAVE DONE SO, TO BE EFFECTIVE ON DECEMBER 16, 2002; NO
FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
November 22, 2002 /s/Jeff Keith
-------------
Jeff Keith
President and Director