This
Information Statement is being provided for informational purposes
only. No vote or other action of the stockholders of French Peak
Resources Inc. is required in connection with this Information
Statement. No proxies are being solicited and you are requested not
to send a proxy to French Peak Resources Inc.
INTRODUCTION
This
Information Statement is being furnished to stockholders of record as of October7, 2008 (“Record
Date”), of the outstanding shares of common stock, $0.001 par value
per share, of French Peak Resources Inc., a Delaware corporation (the “Registrant” or the
“Company” or
“French Peak”)
in accordance with the requirements of Section 14(f) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and
Securities and Exchange Commission Rule 14f-1. This Information
Statement is being sent as notice of a proposed change in the officers and
directors of the Company’s board of directors (the “Board”). This
Information Statement is being provided for information purposes
only. French Peak is not soliciting proxies in connection with the
matters described in this Information Statement and no vote or other action is
required to be taken by French Peak’s stockholders.
CHANGE
IN CONTROL TRANSACTION
On
October 7, 2008, the Board of the Company approved the appointment of Ruth
Shepley as the sole director of the Board of Directors. This
individual will hold the seat until the next annual shareholder meeting can be
held and until their successors are duly elected and qualified. Mr.
Robert Waters will resign as a director of the Company ten days following the
mailing of this notice to the Company’s stockholders in compliance with Section
14(f) of the Securities
Exchange Act of 1934, as amended, and Rule 14f-1
thereunder. Upon Mr. Waters’s resignation, Ms. Shepley will be
appointed as directors of the Company, and will hold the seats until the next
annual shareholder meeting can be held and until their successors are duly
elected and qualified. This Schedule 14f-1 will be mailed to the
stockholders of record on or about October 7, 2008. The 10-day period
is expected to conclude on or about October 7, 2008.
Additionally,
Mr. Waters will resign from all of his officer positions with the Company
effective as of 10 days following the mailing of this
notice. Concurrently with Mr. Waters’s resignation from his officer
positions, Ms. Ruth Shepley was appointed as Chief Executive Officer, Chief
Financial Officer and Secretary of the Company.
VOTING
SECURITIES
As of the
Record Date, the Company’s voting securities consisted of 15,500,000 issued and
outstanding shares of common stock, $0.001 par value. Holders of
the Company’s common stock are entitled to one vote per share on all matters to
be voted on by the Company’s stockholders. The holders of common
stock are not entitled to cumulative voting rights with respect to the election
of directors.
BUSINESS
OF FRENCH PEAK RESOURCES INC.
We were
organized as a Delaware Corporation on May 5, 2005 for the purpose of locating
and developing copper exploration properties in British
Columbia. Pursuant to our business plan we searched for available
copper mineral exploration properties in North Central British Columbia. In July
2005, we entered into an option agreement with David Deering to acquire a 100%
interest in the FRENCH claim. Our mineral claim is located 65 km northeast of
Smithers in the Province of British Columbia. The property can be acquired from
Deering by paying him option payments totaling $66,500. After we have earned our
100% interest in the FRENCH claim, the property will be subject to a
2Ѕ% Net Smelter Return (“NSR”) of which 1 1/2% can be purchased for $1,000,000.
However, if we are unable to delineate commercial quantities of copper on the
FRENCH claim we may have to cease operations on the FRENCH claim. We
would seek out other properties with mineral potential to carry out
exploration programs to replace the FRENCH claim.
Our
ability to execute our growth strategy depends in part on our ability to
identify and acquire desirable acquisition candidates consisting of suitable
exploration properties. Initially we will seek exploration properties held by
individuals or small private corporations. We need to diversify our
property holdings to improve the likelihood that we secure a property that can
be developed into a mine. There can be no assurance that we will finalize and
close any transactions or be able to identify suitable acquisition candidates
or, to negotiate their acquisition at prices or on terms and conditions
favorable to us.
2
At
present, we do not have sufficient cash on hand to meet our exploration, general
and administration expenses and we needed to raise more capital by April, 2007
to carry out further exploration programs to maintain our interest in the FRENCH
claim. To date we have been unable to raise sufficient capital to meet our
obligations and we may lose our interest in the properties or a portion
thereof. We are continuing our efforts to raise the capital necessary
to meet the obligations and to carry out our exploration programs.
We are
still pursuing our business plan but to date we have not been able to raise
additional funds through either debt or equity offerings. Without this
additional cash we have been unable to pursue our plan of operations and
commence generating revenue. We believe that we may not be able to raise the
necessary funds to continue to pursue our business operations. As a result of
the foregoing, we have recently begun to explore our options regarding the
development of a new business plan and direction. We are currently engaged in
discussions with a company regarding the possibility of a reverse triangular
merger (the “Merger”) involving our company. At this stage, no definitive terms
have been agreed to, and neither party is currently bound to proceed with the
Merger.
DIRECTORS
AND OFFICERS
The
following person is the new director and executive officer of the Company which
shall be effective ten days following the mailing of this notice to the
Company’s stockholders, in compliance with Section 14(f) of the Securities Exchange Act of
1934, as amended, and Rule 14f-1 thereunder:
NAME
AGE
POSITION
Ruth
Shepley
64
Sole
Director and CEO, CFO and Secretary
Business
Experience
Ruth Shepley, 64, Director,
CEO, CFO and Secretary
Ruth
Shepley, age 64, Ms. Shepley has been a business entrepreneur and investor for
over 30 years. Ms. Shepley has owned and operated several small businesses,
including a quick printing company, a full service hair salon, an
employment agency, and a video dating company. For the last 10 years Ms. Shepley
has primarily been a private investor. She also published a book
called Single Source and ran an internet travel agency. Her
expertise is in running and managing small businesses. Ms. Shepley
attended the University of Houston.
Family
Relationships
There are
no other family relationships between any of our directors or executive officers
and any other directors or executive officers.
Involvement
in Certain Legal Proceedings
None of
the Company’s directors, executive officers, promoters or control persons has
been involved in any of the following events during the past five years: (1) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (2) any conviction in a criminal proceeding
or being subject to a pending criminal proceeding, excluding traffic violations
and other minor offences; (3) being subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or (4) being found by a court of competent jurisdiction in a
civil action, the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated.
Director
Terms of Office
According
to the Company’s Bylaws, directors are appointed for a one-year term to hold
office until the next annual general meeting of the stockholders or until
removed from office in accordance with the Bylaws. Directors hold
office for their respective term and until their successors are duly elected and
qualified, and vacancies in the existing Board are filled by a majority vote of
the remaining directors. Additionally, officers serve at the will of
the Board.
Board
and Committee Meetings
The Board
held no formal meetings during the fiscal year ended December 31,2007. All proceedings of the Board were conducted by resolutions
consented to in writing by the sole director and filed with the minutes of the
proceedings of the board of directors. Such resolutions consented to
in writing by the sole director are, according to the corporate laws of the
State of Delaware and our Bylaws, as valid and effective as if they had been
passed at a meeting of the directors duly called and held.
3
The Board
has determined that each of the current directors does not qualify as an “audit
committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-B,
and is not “independent” as the term is used in Item 407(a) of Regulation
S-B under the Securities Exchange Act of 1934, as amended.
The
Company believes that the members of the Board are capable of analyzing and
evaluating the Company’s financial statements and understanding internal
controls and procedures for financial reporting. The Company believes that
retaining an independent director who would qualify as an “audit committee
financial expert” would be overly costly and burdensome and is not warranted in
French Peak’s circumstances and the fact that it has not generated any material
revenues to date. In addition, the Company currently does not have
nominating, compensation or audit committees or committees performing similar
functions nor a written nominating, compensation or audit committee
charter. The Board does not believe that it is necessary to have such
committees because it believes the Company can adequately perform the functions
of such committees.
The
Company does not have any defined policy or procedure requirements for
stockholders to submit recommendations or nominations for
directors. The Board believes that a specific nominating policy would
be premature and of little assistance until French Peaks’ business operations
develop to a more advanced level. The Company does not currently have
any specific or minimum criteria for the election of nominees to the Board, and
does not have any specific process or procedure for evaluating such
nominees. The Board assesses all candidates, whether submitted by
management or stockholders, and makes recommendations for election or
appointment.
A
stockholder who wishes to communicate with the Board may do so by directing a
written request addressed to the Chief Executive Officer at the address
appearing on the first page of this Information Statement.
LEGAL
PROCEEDINGS
The Company is currently not a party to any pending legal proceedings and no
such action by, or to the best of its knowledge, against the Company has been
threatened.
CERTAIN
RELATED TRANSACTIONS AND RELATIONSHIPS
The
Company is not a party to any transaction, proposed transaction, or series of
transactions in which the amount involved exceeds the lesser of $120,000 or one
percent of the Company’s average total assets for the last three fiscal years,
and in which, to the Company’s knowledge, any of its directors, officers, five
percent beneficial security holder, or any member of the immediate family of the
foregoing persons has had or will have a direct or indirect material
interest.
As at the
date of this Information Statement, the Company does not have any policies in
place with respect to whether it will enter into agreements with related parties
in the future.
COMPLIANCE
WITH SECTION 16(a) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Section
16(a) of the Securities
Exchange Act of 1934, as amended, requires the Registrant’s executive
officers and directors, and persons who beneficially own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of French
Peak common shares and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10%
stockholders are required by the Securities and Exchange Commission regulations
to furnish the Registrant with copies of all Section 16(a) reports they
file. Based on review of the copies of such forms received by the
Registrant, and to the best of the Registrant’s knowledge, all executive
officers, directors and greater than 10% stockholders filed the required reports
in a timely manner for the fiscal year ended November 30, 2007.
CORPORATE
GOVERNANCE
The Board
has determined that none of the directors qualify as “independent” as the term
is used in Item 407(a) of Regulation S-B as promulgated under the Securities
Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the
NASDAQ Marketplace Rules.
EXECUTIVE
AND DIRECTOR COMPENSATION
The following table sets forth information regarding the compensation earned by
Mr. Robert Waters, our President (Principal Executive Officer) and
Treasurer (Principal Accounting Officer) and sole executive officer, for the
fiscal years ended November 30, 2007 and 2006, respectively. No compensation was
paid to Mr. Waters other than the compensation set forth below.
4
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Non-Qualified
Deferred
Compensation
Earnings
($)
All
other
Compensation
($)
Total
($)
Robert
Waters
2007
$
0
$
—
—
—
—
—
$
0
President
(Principal Executive Officer) and Treasurer (Principal Accounting
Officer)
2006
$
0
—
—
—
—
—
$
0
Employment
Agreements
The
Company does not have an employment agreement with Mr. Robert
Waters.
Compensation
of Directors
The
Company has no formal plan for compensating its directors for their service in
their capacity as directors, although such directors may in the future receive
stock options to purchase shares of French Peak common stock as awarded by the
Board.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Pursuant
to the change in officer and director, we issued to the incoming officer and
director an aggregate of 12,000,000 shares of our Common Stock and cancelled the
12,000,000 shares of common stock previously issued to Robert Waters, our
resigning officer and director. Upon the change of officer and
director, Ms. Ruth Shepley, the incoming officer and director, of French Peak
attained voting control of the Company.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security
Ownership of Beneficial Ownership and Management Prior to the Change of Officer
and Director
The
following table sets forth information regarding beneficial ownership of the
Company common stock as of October 7, 2008 immediately prior to the filing of
this Information Statement, with respect to: (1) each person known by the
Registrant to beneficially own 5% or more of the outstanding shares of common
stock, (2) each of the Company’s current directors, (3) each of the Company’s
current executive officers and (4) all current directors and officers as a
group. Except as noted, each person set forth below has sole voting
and investment control over the shares reported.
Common Stock Beneficially
Owned
Named
executive officers and directors: (1)
Number
of
Shares
beneficially
owned (2)
Percentage of
class beneficially
owned before
the
Transaction (3)
Robert
Waters
12,000,000
77.41%
All
directors and executive officers as a group (one person)
12,000,000
77.41%
5%
Shareholders: (1)
Robert
Waters
12,000,000
77.41%
_______________
(1)
Unless
otherwise noted, the address for each of the named beneficial owners and
directors and officers is 300 Park Avenue, Suite 1700, New York, New York10022.
(2)(3)
Under
Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
October 7, 2008. As of October 7, 2008, there were 15,500,000 common
shares issued and outstanding.
5
Security
Ownership of Beneficial Ownership and Management After the Change of Officer and
Director
The
following table sets forth information regarding beneficial ownership of the
Company common stock as of October 7, 2008 immediately following 10 days after
the filing of this Information Statement, with respect to: (1) each person known
by the Registrant to beneficially own 5% or more of the outstanding shares of
common stock, (2) each of the Company’s current directors, (3) each of the
Company’s current executive officers and (4) all current directors and officers
as a group. Except as noted, each person set forth below has sole
voting and investment control over the shares reported.
Common Stock Beneficially
Owned
Named
executive officers and directors: (1)
Number
of
Shares
beneficially
owned (2)
Percentage of
class beneficially
owned before
the
Transaction (3)
Ruth
Shepley
12,000,000
77.41%
All
directors and executive officers as a group (one person)
12,000,000
77.41%
5%
Shareholders: (1)
12,000,000
77.41%
_______________
(1)
Unless
otherwise noted, the address for each of the named beneficial owners and
directors and officers is
_________________________________.
(2)(3)
Under
Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
October 7, 2008. As of October 7, 2008, there were 15,500,000 common
shares issued and outstanding.
SIGNATURE
In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
