SEC Info - Radiant Logistics, Inc - ‘SC 14F1’ on 9/28/05 re: Radiant Logistics, Inc

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Radiant Logistics, Inc – ‘SC 14F1’ on 9/28/05 re: Radiant Logistics, Inc

On: Wednesday, 9/28/05, at 4:47pm ET · Accession #: 1317688-5-71 · File #: 5-81007

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/28/05  Radiant Logistics, Inc            SC 14F1                1:24K  Radiant Logistics, Inc            May Lawrence A

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          7     37K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14f-1

 Under the Securities Exchange Act of 1934

Golf Two, Inc.
(Exact name of registrant as specified in its corporate charter)

 Commission File No. 000-50283
 -----------------------------

Delaware                                                            04-3625550  
--------                                                            ----------- 
(State or other jurisdiction of                                (I.R.S. Employer 
incorporation or organization)                               Identification No.)

1521 West Orangewood Avenue, Orange, California                          92868  
-----------------------------------------------                          -----  
(Address of principal executive offices)                             (Zip Code) 

 (714)350-7323
 -------------
 Registrant's telephone number

September 22, 2005

NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS

This Information Statement is being furnished to all holders of record at the   
close of business on September 22, 2005 of shares of $.001 par common stock     
("Common Stock") of Golf Two, Inc., a Delaware corporation ("Company"), 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
("SEC") Rule 14f-1. As of such date, and immediately prior to the closing of the
Transactions (as that term is defined below), the Company had 7,418,335 shares  
of Common Stock issued and outstanding, all of which shares are entitled to one 
vote per share on all matters for which stockholders are entitled to vote.      

--------------------------------------------------------------------------------

 NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED
IN RESPONSE TO THIS INFORMATION STATEMENT.
 PROXIES ARE NOT BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
--------------------------------------------------------------------------------

INTRODUCTION

This Information Statement is provided to you for information purposes only. We 
are not soliciting proxies in connection with the items described in this       
Information Statement. You are urged to read this Information Statement         
carefully. You are not, however, required to take any action.                   

SHARE PURCHASE TRANSACTIONS. On September 22, 2005, David Bennett, our          
president, chief executive officer, chief financial officer, treasurer and a    
director, and his spouse agreed to enter into a share purchase transaction (the 
"Bennett Share Purchase Transaction") with certain otherwise unaffiliated       
persons (the "Bennett Purchasers"), whereby the Bennett Purchasers agreed to    
purchase Mr. Bennett's 3,000,000 shares of common stock for an aggregate        
consideration of approximately $14,423, or $.00137 per share and the 166,667    
shares of common stock owned by Mr. Bennett's spouse for approximately $801, or 
$.00137 per share. The agreed upon closing date for the Bennett Share Purchase  
Transaction is anticipated to be the day the change of directors is effected,   
i.e., 10 days following the mailing of this Information Statement to our        
shareholders.                                                                   

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On September 22, 2005, Daniel Bernstein, our secretary and a director, agreed to
enter into a share purchase transaction (the "Bernstein Share Purchase          
Transaction") with certain otherwise unaffiliated persons (the "Bernstein       
Purchasers"), whereby the Bernstein Purchasers agreed to purchase Mr.           
Bernstein's 2,033,000 shares of common stock for an aggregate consideration of  
$9,775, or $.00137 per share. The agreed upon closing date for the Bernstein    
share Purchase Transaction is anticipated to be the day the change of directors 
is effected, i.e., 10 days following the mailing of this Information Statement  
to our shareholders.                                                            

We anticipate the mailing date to be September 28, 2005, which will make the    
effective date October 10, 2005 or, if mailed later, the effective date will be 
10 days following the actual mailing date.                                      

CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS. Effective with the closing of 
the Bennett Share Purchase Transaction, Mr. Bennett intends to resign his       
positions as our president, chief executive officer, chief financial officer,   
treasurer, and a director; and, effective with the closing of the Bernstein     
Share Purchase Transaction, Mr. Daniel Bernstein intends to resign his position 
as our secretary and a director.                                                

New directors will be appointed upon the resignations of Messrs. Bennett and    
Bernstein, which shall result in a change in the majority of our board of       
directors. Such new directors will consist of directors to be nominated by      
Messrs. Bennett and Bernstein. These new directors are proposed to be Messrs.   
Crain and Cohen. To give effect to this agreement, our current board of         
directors, consisting of Mr. David Bennett and Mr. Daniel Bernstein, will resign
10 days after the mailing of this Schedule 14f-1 Information Statement to our   
stockholders.                                                                   

OUR VOTING SECURITIES. As of September 22, 2005, we had 7,418,336 shares of     
Common Stock issued and outstanding, our only class of voting securities that   
would be entitled to vote for directors at a stockholders meeting if one were to
be held, each share being entitled to one vote.                                 

CHANGE OF CONTROL. Mr. Bennett has agreed to transfer 3,000,000 shares of common
stock and his spouse, Ms. Bennett, has agreed to transfer 166,667 shares of     
common stock to the Bennett Purchasers on the closing. Mr. Bernstein has agreed 
to transfer 2,033,333 shares of common stock to the Bernstein Purchasers on the 
closing. The Bennett Purchasers and the Bernstein Purchasers will own an        
aggregate of 5,200,000 shares of common stock subsequent to completion of the   
two purchase transactions. As a consequence thereof, we will experience a change
in control and members of the Bennett Purchasers and Bernstein Purchasers,      
identified below, will have voting control of us.                               

INFORMATION REGARDING THE COMPANY. Please read this Information Statement       
carefully. It describes the general terms of the Bennett Share Purchase         
Transaction and the Bernstein Share Purchase Transaction and contains certain   
biographical and other information concerning the executive officers and        
directors after the closing of the transactions contemplated by such agreements.
Additional information about the transactions contemplated by the Bennett Share 
Purchase Transaction and the Bernstein Share Purchase Transaction and our       
business will be contained in our Current Report on Form 8-K, expected to be    
filed with the Securities and Exchange Commission upon the closing of these     
transactions. All Company filings and exhibits thereto, may be inspected without
charge at the public reference section of the SEC at 450 Fifth Street, N.W.,    
Washington, D.C. 20549 or obtained on the SEC's website at www.sec.gov.         

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The table set forth below summarizes the annual and 
long-term compensation for services in all capacities to us payable to our chief
executive officer and our other executive officers during the year ending       
December 31, 2003 and 2004.                                                     

                                                        [Enlarge/Download Table]

=================== ======= =================================== ========================================== =================
                                   ANNUAL COMPENSATION                    LONG TERM COMPENSATION                            
------------------- ------- -------- -------- ----------------- ------------------------------------------ -----------------
     NAME AND        YEAR   SALARY   BONUS      OTHER ANNUAL               AWARDS               PAYOUTS       ALL OTHER     
PRINCIPAL POSITION            ($)      ($)    COMPENSATION ($)                                               COMPENSATION   
------------------- ------- -------- -------- ----------------- ------------------------------ ----------- -----------------
                                                                RESTRICTED      SECURITIES     LTIP                         
                                                                   STOCK        UNDERLYING     PAYOUTS                      
                                                                AWARDS ($)   OPTIONS/SARS (#)     ($)                       
------------------- ------- -------- -------- ----------------- ------------ ----------------- ----------- -----------------
                                                                                                                            
David Bennett,       2004    None     None          None           None            None           None           None       
president,                                                                                                                  
treasurer                                                                                                                   
------------------- ------- -------- -------- ----------------- ------------ ----------------- ----------- -----------------
                     2003    None     None          None           None            None           None           None       
------------------- ------- -------- -------- ----------------- ------------ ----------------- ----------- -----------------
Daniel Bernstein,    2004    None     None          None           None            None           None           None       
secretary                                                                                                                   
------------------- ------- -------- -------- ----------------- ------------ ----------------- ----------- -----------------
                     2003    None     None          None           None            None           None           None       
=================== ======= ======== ======== ================= ============ ================= =========== =================

COMPENSATION  OF  DIRECTORS.  Our current  directors  are also our employees and
receive no extra compensation for their service on our board of directors.      

COMPENSATION  OF OFFICERS.  As of September 22, 2005, our officers have received
no compensation for their services provided to us.                              

STOCK OPTION GRANTS. No stock options were granted to any of our directors and  
officers during our most recent fiscal year ended December 31, 2004.            

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES. No share purchase options
were exercised by our officers, directors, and employees during the fiscal year 
ended December 31, 2004.                                                        

OUTSTANDING STOCK OPTIONS. We have not granted any stock options and do not have
any outstanding stock options. Accordingly, our officers and directors do not   
hold any options to purchase shares of our common stock.                        

 PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT

The following table sets forth certain information concerning the number of     
shares of common stock beneficially owned as of September 22, 2005 by: (i) each 
person (including any group) known to us to own more than five percent (5%) of  
any class of our voting securities, (ii) each of our directors, and (iii)       
officers and directors as a group. Unless otherwise indicated, the stockholders 
listed possess sole voting and investment power with respect to the shares      
shown.                                                                          

PRE-CLOSING OF TRANSACTIONS DESCRIBED HEREIN

                                                        [Enlarge/Download Table]

=============== ========================================= ============================================= ==========================
TITLE OF CLASS    NAME AND ADDRESS OF BENEFICIAL OWNER       AMOUNT AND NATURE OF BENEFICIAL OWNER          PERCENT OF CLASS      
--------------- ----------------------------------------- --------------------------------------------- --------------------------
                                                                                                                                  
Common Stock    David Bennett                                                                                                     
                1521 West Orangewood                                  3,166,667 shares (1)                        42.7%           
                Avenue                                     president, chief executive officer, chief                              
                Orange, CA 92868                             financial officer, treasurer, director                               
--------------- ----------------------------------------- --------------------------------------------- --------------------------
Common Stock    Daniel Bernstein                                                                                                  
                1521 West Orangewood                                                                                              
                Avenue                                                  2,033,333 shares                          27.4%           
                Orange, CA 92868                                      secretary, director                                         
--------------- ----------------------------------------- --------------------------------------------- --------------------------
Common Stock    All directors and named executive                                                                 70.1%           
                officers as a group                                     5,200,000 shares                                          
=============== ========================================= ============================================= ==========================
(1)  Michelle Bennett, who is the spouse of David  Bennett, our  president,                                                       
     treasurer and director, owns 166,667 shares of our common stock.                                                             

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                                                        [Enlarge/Download Table]

                                             POST-CLOSING OF TRANSACTIONS DESCRIBED HEREIN                                          
                                                                                                                                    
================= ========================================= ============================================= ==========================
TITLE OF CLASS     NAME AND ADDRESS OF BENEFICIAL OWNER        AMOUNT AND NATURE OF BENEFICIAL OWNER          PERCENT OF CLASS      
----------------- ----------------------------------------- --------------------------------------------- --------------------------
Common Stock      Bohn H. Crain                                                                                                     
                  1604 Locust Street, 3rd Floor                         3,775,000 shares(1)                         50.9%           
                  Philadelphia, PA                           president, chief executive officer, chief                              
                  19103                                             financial officer, director                                     
----------------- ----------------------------------------- --------------------------------------------- --------------------------
Common Stock      Par 5 Investors, LLC                                                                                              
                  c/o 1604 Locust Street, 3rd Floor                                                                                 
                  Philadelphia, PA  19103                                  166,667 shares                            2.2%           
----------------- ----------------------------------------- --------------------------------------------- --------------------------
Common Stock      Stephen M. Cohen                                                                                                  
                  1604 Locust Street, 3rd Floor                                                                                     
                  Philadelphia, PA                                      1,258,333 shares (2)                                        
                  19103                                            treasurer, secretary, director                   17.0%           
----------------- ----------------------------------------- --------------------------------------------- --------------------------
Common Stock      All directors and named executive                                                                                 
                  officers as a group                                     5,033,333 shares                          67.8%           
================= ========================================= ============================================= ==========================
     (1) Shares anticipated  to be owned indirectly through Radiant Capital                                                         
         Partners, LLC, controlled by Mr. Crain.                                                                                    
     (2) Shares anticipated to be owned indirectly by Mr. Cohen's spouse.                                                           

Beneficial ownership is determined in accordance with the rules of the SEC      
generally includes voting or investment power with respect to securities. In    
accordance with SEC rules, shares of the Registrant's common stock which may be 
acquired upon exercise of stock options or warrants which are currently         
exercisable or which become exercisable within 60 days of the date of the table 
are deemed beneficially owned by the optionees. Subject to community property   
laws, where applicable, the persons or entities named in the table above have   
sole voting and investment power with respect to all shares of the Registrant's 
common stock indicated as beneficially owned by them.                           

DIRECTORS AND EXECUTIVE OFFICERS

We anticipate that on or about October 10, 2005, or 10 days following the actual
mailing of this Information Statement to shareholders of record as of September 
22, 2005, Messrs. Bennett and Bernstein will each tender a letter of resignation
to the Board to resign as our directors. As a last act, Messrs. Bennett and     
Bernstein will appoint Messrs. Crain and Cohen as our directors.                

The following tables set forth information regarding our current executive      
officers and directors and our proposed executive officers and directors:       

CURRENT EXECUTIVE OFFICERS AND DIRECTORS

====================== =============== =========================================
NAME                        AGE        POSITION                                 
---------------------- --------------- -----------------------------------------
David Bennett                40        President, Treasurer, Director           
---------------------- --------------- -----------------------------------------
Daniel Bernstein             45        Secretary, Director                      
====================== =============== =========================================

DAVID BENNETT. Mr. Bennett has been our president, treasurer and one of our     
directors since February 2002. Mr. Bennett is responsible for marketing,        
business development and day to day operations of our management. From August   
2001 to the present, Mr. Bennett has been employed as a programmer and manager  
by Cyberbucks.com which is a brokerage and order fulfillment company that       
locates buyers for products for sale by other companies. Cyberbucks.com also    
performs outsourcing for independent sales companies. Independent sales         
companies are firms that do not sell their own inventory, but that of other     
companies. From 1994 to 2000, Mr. Bennett was the president and manager of      
Beneducci, Inc., which performed accounts receivable financing for small        
businesses. While with these companies, Mr. Bennett acquired several types of   
business experience, including effective business management skills, order      
processing, customer service, finance management, marketing (including mass     
mailing, telesales, e-commerce, direct sales, paper media), business            
negotiations, arranging for private financing, forming strategic alliances,     
staffing and staff management and computer and programming knowledge. From 1982 
to 1994, Mr. Bennett was a manager, partner and technician of Ramco             
Refrigeration. Mr. Bennett's background in marketing and management has given   
Mr. Bennett the necessary experience to understand the market trends essential  
for the implementation of our business strategy. Mr. Bennett is not an officer  
or director of any reporting company.                                           

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DANIEL BERNSTEIN. Mr. Bernstein has been our secretary and one of our directors 
since our inception in March 2001. From 1982 to the present, Mr. Bernstein has  
been self-employed as a builder, specializing in steep hillside contemporary    
homes. Mr. Bernstein graduated with a Masters in architectural design from the  
Southern California Institute of Architecture in 1987. Mr. Bernstein earned a   
Bachelor of Science in economics from the University of California, Los Angeles 
in 1982. Mr. Bernstein also possesses a general contractor's license in the     
state of California. Mr. Bernstein is not an officer or director of any         
reporting company.                                                              

 PROPOSED EXECUTIVE OFFICERS AND DIRECTORS AFTER THE RESIGNATION
 OF THE CURRENT OFFICERS AND DIRECTORS

=================== =============== ==========================================
NAME                     AGE        POSITION                                  
------------------- --------------- ------------------------------------------
Bohn H. Crain             41        President, Treasurer, Director            
------------------- --------------- ------------------------------------------
Stephen M. Cohen          49        Secretary, Director                       
=================== =============== ==========================================

BOHN H. CRAIN. Mr. Crain is anticipated to be appointed as our president, chief 
executive officer, chief financial officer, and as one of our directors on the  
closing date. Mr. Crain brings over 15 years of industry and capital markets    
experience in transportation and logistics. From 2004 to the present Mr. Crain  
has served as the Chief Executive Officer of Radiant Capital Partners LLC, an   
entity formed to execute a consolidation strategy in the                        
transportation/logistics sector. Prior to that and from 2002 to 2004, Mr. Crain 
served as the executive vice president and the chief financial officer of       
Stonepath Group, Inc., a global non-asset based provider of third party         
logistics services. Stonepath Group, Inc., is a Delaware corporation and a      
reporting company. Prior to that and I 2001, Mr. Crain served as the executive  
vice president and chief financial officer of Schneider Logistics, Inc., a      
third-party logistics company. From 2000 to 2001, Mr. Crain served as the vice  
president and treasurer of Florida East Coast Industries, Inc., and from 1989 to
2000, Mr. Crain held various vice president and treasury positions for CSX      
Corp., and several of its subsidiaries. Mr. Crain earned is Bachelor of Science 
in Accounting from the University of Texas. Mr. Crain is not an officer or      
director of any other reporting company.                                        

STEPHEN M. COHEN. Mr. Cohen is anticipated to be appointed as our general       
counsel, secretary, treasurer and as one of our directors on the closing date.  
Prior to joining us and from 2004 to the present, Mr. Cohen was the founder of  
SMC Capital Advisors, which provides business and legal consulting services     
focusing on corporate finance and federal securities matters. From 2000 to 2004,
Mr. Cohen was the senior vice president, general counsel and secretary of       
Stonepath Group, Inc., where he helped transition that company from a venture   
investor in early stage technology businesses to a global logistics company and 
assisted in the acquisition of over 20 domestic and international logistics     
companies in the United States, Asia and South America. Stonepath Group, inc.,  
is a Delaware corporation and a reporting company. Prior to 2000, Mr. Cohen     
practiced law, including having been a shareholder of Buchanan Ingersoll P.C.,  
from 1996 to 2000, and a partner at Clark, Ladner, Fortenbaugh & Young from 1990
to 1996. Mr. Cohen earned his Bachelor of Science in Accounting from the School 
of Commerce and Finance of Villanova University in 1977, his Juris Doctor from  
Temple University in 1980, and his LLM in Taxation from Villanova University    
School of Law. Mr. Cohen is licensed to practice law in Pennsylvania. Mr. Cohen 
is not an officer or director of any other reporting company.                   

There is no family relationship between any of our officers or directors. There 
are no orders, judgments, or decrees of any governmental agency or              
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities    
business or in the sale of a particular security or temporarily or permanently  
restraining any of our officers or directors from engaging in or continuing any 
conduct, practice or employment in connection with the purchase or sale of      
securities, or convicting such person of any felony or misdemeanor involving a  
security, or any aspect of the securities business or of theft or of any felony.
Nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.                                                            

BOARD COMMITTEES

We do not have any standing audit, nominating, or compensation committees of the
Board, or committees performing similar functions.                              

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MEETINGS OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 2004, and through the date of this    
Information Statement, the Board held quarterly telephonic Board meetings to    
discuss general business matters.                                               

 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers, directors and persons  
who beneficially own more than 10% of our Common Stock to file reports of       
ownership and changes in ownership with the SEC. These reporting persons also   
are required to furnish us with copies of all Section 16(a) forms they file.    
Based solely on our review of these reports or written representations from     
certain reporting persons, we believe that during the fiscal year ended December
31, 2004 and during the current fiscal year, all filing requirements applicable 
to our officers, directors, greater-than-ten-percent beneficial owners and other
persons subject to Section 16(a) of the Exchange Act were met.                  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth herein, none of our directors or officers, nor any proposed 
nominee for election as one of our directors, nor any person who beneficially   
owns, directly or indirectly, shares carrying more than 10% of the voting rights
attached to our outstanding shares, nor any of our promoters, nor any relative  
or spouse of any of the foregoing persons has any material interest, direct or  
indirect, in any transaction since the date of our incorporation or in any      
presently proposed transaction which, in either case, has or will materially    
affect us.                                                                      

 LEGAL PROCEEDINGS

We are not aware of any legal proceedings in which purchasers, any director,    
officer, or any owner of record or beneficial owner of more than five percent of
any class of our voting securities, or any affiliate of purchaser, or of any    
such director, officer, affiliate of ours, or security holder, is a party       
adverse to us or has a material interest adverse to us.                         

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SIGNATURES

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.                                                                     

GOLF TWO, INC.                                                                  

By:      /s/ David Bennett                                                      
--------------------------------------------                  
David Bennett                                                 
Its:     President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14F1’ Filing	Date	First	Last	Other Filings

	10/10/05	2	4
Filed on:	9/28/05	2
	9/22/05	1	4
	12/31/04	3	6	10KSB, NT 10-K
	12/31/03	3		10KSB
				List all Filings

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Filing Submission 0001317688-05-000071 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Radiant Logistics, Inc – ‘SC 14F1’ on 9/28/05 re: Radiant Logistics, Inc

On: Wednesday, 9/28/05, at 4:47pm ET · Accession #: 1317688-5-71 · File #: 5-81007

Statement re: Change in Majority of Directors — Rule 14f-1Filing Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents