This
Information Statement is required by Section 14(f) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated
thereunder. Section 14(f) of the Exchange Act requires the mailing of this
Information Statement to the stockholders of Radium
Ventures, Inc., a Nevada corporation (the “Company”), not
less than ten (10) days prior to a contemplated change in a majority of its
directors otherwise than at a meeting of the Company’s stockholders. As such,
this Information Statement is being furnished on or about June 1, 2005 to all of
the holders of record as of the close of business on May 27, 2005 (the
“Record Date”) of the Company’s common stock, par value $.001 per share (the
“Common Stock”).
NO
VOTE OR OTHER ACTION BY THE COMPANY’S STOCKHOLDERS IS REQUIRED IN RESPONSE TO
THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING
SOLICITED.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the
Record Date, there were 2,632,450 shares of Common Stock issued, outstanding and
entitled to vote. There is no other class of capital stock currently issued and
outstanding and, accordingly, entitled to vote. Each share of Common Stock is
entitled to cast one vote. As indicated above, NO
VOTE OR OTHER ACTION OF STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT.
INFORMATION
REGARDING THE CHANGE IN COMPOSTION
OF
THE BOARD OF DIRECTORS
Pursuant
to an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among
the Company, Radium Ventures Acquisition, Inc., a newly-formed Nevada
corporation (hereinafter “Radium Sub”), Shane Whittle and James Scott-Moncrieff,
the principal stockholders and founders of the Company (collectively, the
“Founders”), and Interactive Television Networks, Inc., a Nevada corporation
formerly known as XTV, Inc. (“ITV”), Radium Sub agreed to merge with and into
ITV (the “Merger”), and the Company agreed to cancel 750,000 currently issued
and outstanding shares held by the Founders and to issue approximately 22.1
million shares to the existing shareholders of ITV, in exchange for all of the
issued and outstanding common stock of ITV.
Until
April 1, 2005, the Company’s Board of Directors consisted of two members. On
April 1, 2005 one of the directors resigned, and, as a result, the Company
currently has only one director. In accordance with the terms of the Merger
Agreement, the Company has agreed to appoint Mr. Michael Martinez to fill the
vacancy created by the April 1, 2005 resignation of the Company’s second
director. Mr. Martinez will be appointed to the Company’s Board of Directors
effective upon the closing of the Merger. In addition, (i) the Company has
agreed to appoint two additional directors to the Board, and (ii) Mr. Shane
Whittle, currently the sole director of the Company, has agreed to resign as a
director. The two additional directors shall take office as directors, and the
resignation of Mr. Whittle, shall occur on the 10th day
following the later of the date of the filing of this Information Statement with
the Securities and Exchange Commission or the date of mailing of this
Information Statement to the Company’s stockholders, whichever occurs later. The
two additional directors will be Charles Prast and Murray Williams. Accordingly,
at the time that Charles Prast and Murray Williams take their offices as
additional directors of the Company, and upon the resignation of Shane Whittle,
the Board of Directors of this Company shall be comprised of Michael Martinez,
Charles Prast and Murray Williams.
Mr. Shane
Whittle, currently the Company’s President, Secretary, and Treasurer, has agreed
to resign as the President and Secretary effective immediately after the Merger.
The
following tables set forth information regarding the Company’s current sole
executive officer and director and the Company’s proposed executive officers and
directors after the Merger is completed. If any proposed director listed in the
table below should become unavailable for any reason, which the Company does not
anticipate, the directors will vote for any substitute nominee or nominees. Each
member of the board of directors serves a term of one year or from the date of
election until the end of the designated term and until the successor is elected
and qualified.
Current
Executive Officer and Director
Name
Age
Position
Shane
Whittle
29
Director,
President and Secretary
President,
Secretary and Director
Mr.
Whittle has been serving as the Company’s president and secretary since May 20,2004 and as a director since inception. Since April 2002, Mr. Whittle has served
as the President of Global Industries Corp., a natural resources company. Since
January 1999 he has also been the sole proprietor of a business specializing in
running promotions for client companies in the food & beverage industry
including nightclubs, restaurants, boat cruises and other special events and
provided management consulting to A&A Gas fireplaces. From September 1995
through June 1999, Mr. Whittle attended Capilano College's business program part
time and from September 1994 through June 1995 he attended British Columbia
Institute of Technology international business program.
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Post
Merger Executive Officers and Directors
Name
Age
Position
Charles
Prast
37
Chief
Executive Officer, Director
Michael
Martinez
39
President,
Director
Murray
Williams
34
Chief
Financial Officer, Director
Charles
Prast,Chief Executive Officer; Mr.
Prast has agreed to become this company’s Chief Executive Officer immediately
following the Merger. Since April 2005, Mr. Prast has served as a consultant of
ITV. From January 2004 until March 2005, Mr. Prast served as a consultant to
Interactive Brand Development, Inc. From May 2002 until November 2003, Mr. Prast
was the President and Chief Executive Officer of Private Media Group, Inc., a
public company. Prior to joining Private Media, Mr. Prast was a senior corporate
financier with Commerzbank Securities in London. Mr. Prast received a B.A degree
from Bates College in 1987.
Michael
Martinez, President; Mr.
Martinez is a founder of ITV and has served as its President since its
incorporation in December 2003. In addition to founding ITV, since 2003 he has
been developing a real estate investment business. From 1999 to 2002, he was the
Executive Vice President of Sales and Marketing for Cais Internet, Inc. From
1997 to 1999, he was the Vice President of Alternate Sales Channels for
Telepacific, Inc. From 1993 to 1997, Mr. Martinez owned and operated CyberLink
Technologies, Inc. Mr. Martinez founded Coast to Coast Communications, Inc. in
1989 which he sold to LA Cellular in 1993.
Murray
Williams, Chief Financial Officer - Mr.
Williams has agreed to become this company’s Chief Financial Officer immediately
following the Merger. Since January 2004, Mr. Williams has served as a
consultant of ITV. From November 2001 until present, Mr. Williams has been an
accounting and finance consultant for numerous companies. Mr. Williams was one
of the founding members of Buy.com, Inc. and served as the principal financial
officer and held other officer positions with Buy.com, Inc. from February 1998
to August 2001. Prior to joining Buy.com, Inc., from January 1993 through
January 1998, Mr. Williams was employed with KPMG Peat Marwick, LLP. Mr.
Williams is a Certified Public Accountant, and received degrees in both
Accounting and Real Estate from the University of Wisconsin-Madison in
1992.
Director
Compensation
The
directors currently are not compensated for serving as members of the Company’s
board of directors.
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Compliance
With Section 16(a) of The Exchange Act
Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers, directors and persons who beneficially own more than 10% of the
Company’s common stock to file reports of ownership and changes in ownership
with the SEC. These reporting persons are also required to furnish the Company
with copies of all Section 16(a) forms they file. To the Company’s
knowledge, for the fiscal year ended April 30, 2005, no person who is an
officer, director or beneficial owner of more than 10% of the Company’s common
stock or any other person subject to Section 16 of the Exchange Act failed
to file on a timely basis, reports required by Section 16(a) of the
Exchange Act.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth the number of shares of common stock beneficially
owned as of May 27, 2005 by (i) those persons or groups known to
beneficially own more than 5% of the Company’s common stock prior to the closing
of the Merger, (ii) those persons or groups known to beneficially own more
than 5% of the Company’s common stock on and after the closing of the Merger,
(iii) each current director and each person that will become a director
upon the closing of the Merger, (iv) all current directors and executive
officers as a group and (v) all directors and executive officers on and
after the closing of the Merger as a group. The information is determined in
accordance with Rule 13d-3 promulgated under the Exchange Act. Except as
indicated below, the stockholders listed possess sole voting and investment
power with respect to their shares.
All
executive officers and directors as a group (one (1) person prior to and
three (3) people following the consummation of the Merger)
1,000,000
37.99
%
8,296,515
33.3
%
_____________________
(1)
Based
on 2,632,450 shares outstanding on May 27,2005.
(2)
Based
on 24,881,768 shares of the Company’s common stock projected to be
outstanding following the closing of the Merger, including (i) 581,767
shares the Company has agreed to issued to Mr. Prast, the Company’s new
Chief Executive Officer, (ii) 250,000 shares the Company has agreed to
issued to Mr. Williams, the Company’s new Chief Financial Officer, and
(iii) 50,000 shares the Company has agreed to issue to a financial advisor
immediately following the Merger. Mr. Prast and Mr. Williams have agreed
to become officers of the Company immediately following the Merger, and
the foregoing shares will be issued to them in connection with their as
agreement to become officers.
(3)
XTV
Investments LLC is a subsidiary of Interactive Brands Development,
Inc.
(4)
Includes
1,382,140 shares held in escrow subject to release upon the achievement of
certain sales goals of the Company’s
products.
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EXECUTIVE
COMPENSATION
Summary
Compensation
Our
current officers and directors have received no compensation.
There are
no stock option, retirement, pension, or profit sharing plans currently in
effect for the benefit of our officers and directors, and no benefits under any
such plan has been granted to any of our current officers or
directors.
Option/SAR
Grants
No
individual grants of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs have been made to any
executive officer or any director since our inception, accordingly, no stock
options have been exercised by any of the officers or directors in our fiscal
year ended April 30, 2005.
Long-Term
Incentive Plan Awards
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance to occur over a period longer than one fiscal year,
whether such performance is measured by reference to our financial performance,
our stock price, or any other measure.
Compensation
of Directors.
Our
current director did not receive any other compensation for serving as the sole
member of the board of directors. The Board has not implemented a plan to award
options. There are no contractual arrangements with any member of the board of
directors.
Indemnification
Pursuant
to the articles of incorporation and bylaws of the corporation, we may indemnify
an officer or director who is made a party to any proceeding, including a
lawsuit, because of his position, if he acted in good faith and in a manner he
reasonably believed to be in our best interest. In certain cases, we may advance
expenses incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding as to
which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Regarding
indemnification for liabilities arising under the Securities Act of 1933 which
may be permitted to directors or officers pursuant to the foregoing provisions,
we are informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy, as expressed in the Act and is,
therefore unenforceable.
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except
with respect to the Merger, neither the Company’s sole director and executive
officer, nor any proposed nominee for election as one of the Company’s directors
or executive officers, nor any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights of the Company’s
capital stock, has during the past three years had any material interest in any
transaction to which the Company is a party.
LEGAL
PROCEEDING
The
Company is not aware of any legal proceedings in which any director, officer, or
any owner of record or beneficial owner of more than five percent of any class
of voting securities of the Company, or any affiliate of any such director,
officer, affiliate of the Company, or security holder, is a party adverse to
Company or has a material interest adverse to the Company.
In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
