Northern Empire Energy Corp. – ‘PRE 14C’ for 12/28/07

On:  Friday, 12/28/07, at 2:30pm ET   ·   For:  12/28/07   ·   Accession #:  1350071-7-136   ·   File #:  0-52725

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement                8     32K 

Document Table of Contents

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

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
 THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:                                                      

[X] Preliminary Information Statement                                           

[ ] Confidential, for Use of the Commission Only (as permitted by               
Rule 14c-5(d)(2))                                                       

[ ] Definitive Information Statement                                            

Political Calls, Inc. 
  ------------------------------------------------
  (Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required                                                             

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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.                                                                     

(1) Amount Previously Paid:                                                     

(2) Form, Schedule or Registration Statement No.:                               

(3) Filing Party:                                                               

(4) Date Filed:                                                                 

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Political Calls, Inc.   
1015 S. Cimarron      
Las Vegas, NV  89145      
Phone: (702) 221-1925     

                                          [date], 2007

To the Shareholders:                                                            

The purpose of this Information Statement is to inform you that the Board of    
Directors of Political Calls, Inc. a Nevada corporation ("the Company") and a   
shareholder who owns approximately 85% of our capital stock as of the close     
of business on [date] (the "Record Date"), have given written consent as of     
December 27, 2007, to approve the following:                                    

The authorization of a ten-for-one (10:1) reverse stock split for 
the Company's issued and outstanding common and preferred stock.  

Nevada corporation law and the Company's bylaws permit holders of a majority    
of the voting power to take stockholder action by written consent.              
Accordingly, the Company will not hold a meeting of its stockholders to         
consider or vote upon the increase of authorized shares, the forward stock      
split and the corporate name change as described in this Information            
Statement.                                                                      

We encourage you to read the attached Information Statement carefully,          
including the exhibits, for further information regarding these actions.  In    
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of     
1934, as amended ("Exchange Act"), the approval of the action described         
herein by the holders of a majority of the voting power of the Company will     
be deemed ratified and effective at a date that is at least 20 days after the   
date this Information Statement has been mailed or furnished to our             
stockholders.  This Information Statement is first being mailed or furnished    
to stockholders on or about [date].                                             

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'          
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.                  

This Information Statement is being furnished to you solely for the purpose     
of informing stockholders of the matters described herein in compliance with    
Regulation 14C of the Exchange Act.                                             

By Order of the Board of Directors                                              

/s/ David Gallagher                                                             
-----------------------                                                         
David Gallagher                                                         
Director and                                                            
Chief Executive Officer                                                 

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WE ARE NOT ASKING YOU FOR A PROXY   
AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 

Political Calls, Inc.   
1015 S. Cimarron      
Las Vegas, NV  89145      
Phone: (702) 221-1925     

INFORMATION STATEMENT     
AND NOTICE OF ACTIONS TAKEN     
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS     

General Information                                                             
-------------------                                                             

This information is being provided to the shareholders of Political Calls,      
Inc. ("POLC"), in connection with our prior receipt of Board approval and by    
written consent, in lieu of a special meeting, of the holder of a majority of   
our common stock authorizing a ten-for-one reverse stock split (the "Stock      
Split") of our issued and outstanding common and callable and convertible       
preferred stock.  POLC's Board of Directors has approved the Reverse Split      
and POLC has obtained (by written consent) the approval of one shareholder      
who is record owner of 3,619,000 shares of common stock, which represents 85%   
of the total outstanding common shares of Political Calls, Inc.  The approval   
by the shareholders will not become effective until 20 days from the date of    
mailing of this Information Statement to our shareholders.                      

The Company will pay all costs associated with the distribution of this         
Information Statement, including the costs of printing and mailing.  The        
Company will only deliver one Information Statement to multiple stockholders    
sharing an address unless the Company has received contrary instructions from   
one or more of the stockholders. The Company will promptly deliver a separate   
copy of this Information Statement and future stockholder communication         
documents to any stockholder at a shared address to which a single copy of      
this Information Statement was delivered, or deliver a single copy of this      
Information Statement and future stockholder communication documents to any     
stockholder or holders sharing an address to which multiple copies are now      
delivered, upon written or oral request to the following address:               

Political Calls, Inc. 
1015 S. Cimarron  
Las Vegas, NV  89145  

Stockholders may also address future requests regarding delivery of             
information statements and/or annual reports by contacting the Company at       
the address listed above.                                                       

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The Company's Board of Directors approved this action on December 27, 2007      
and recommended to effectuate a ten-for-one (10:1) reverse split of the         
issued and outstanding Common Stock and Preferred Stock, while retaining the    
current par value of $0.001, with appropriate adjustments to the capital        
accounts of Political Calls, with no stockholder to be reduced below one        
hundred (100) shares, on a per stockholder of record basis, and with all        
fractional shares rounded up.                                                   

The elimination of the need for a special meeting of the shareholders to        
approve the reverse stock split 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 reverse stock split 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.                                                    

The date on which this Information Statement was first sent to the              
shareholders is on, or about [date].  The record date established by the        
Company for purposes of determining the number of outstanding shares of         
Voting Capital Stock of the Company was [date], (the "Record Date").            

Outstanding Voting Stock of the Company                                         
---------------------------------------                                         

As of the Record Date, the Company had 70,000,000 authorized shares of common   
stock, of which 4,231,000 common stock were issued and outstanding; and,        
5,000,000 authorized shares of preferred stock, of which 750,000 callable and   
convertible preferred shares were issued or outstanding.  This reverse split    
was approved the Board and Directors and the consenting stockholder, who is     
the beneficial owner of 3,619,000 shares, which represents approximately 85%    
of the issued and outstanding shares of the Company's outstanding common        
stock.  The Board of Directors and the consenting stockholder voted in favor    
of the actions described by written consent, dated December 27, 2007.  Each     
share of Common Stock entitles the holder to one (1) vote on all matters        
submitted to the shareholders.                                                  

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Security Ownership of Certain Owners and Management                             
---------------------------------------------------                             

The following Table sets forth the Common Stock ownership information as of     
December 27, 2007, with respect to (i) each person known to the Company to be   
the beneficial owner of more than 5% of the Company's Common Stock, (ii) each   
director of the Company, (iii) each person intending to file a written          
consent to the adoption of the reverse split described herein, and (iv) all     
directors, executive officers and designated shareholders of the Company as a   
group.  This information as to beneficial ownership was furnished to the        
Company by or on behalf of each person named.  Percentage of Class is based     
on 4,231,000 issued and outstanding common shares.                              

                                                                [Download Table]

                                        AMOUNT AND                    
                                        NATURE OF                     
TITLE OF    NAME OF BENEFICIAL          BENEFICIAL       PERCENT OF   
CLASS       OWNER AND POSITION          OWNERSHIP        CLASS        
----------------------------------------------------------------------
                                                                      
Common      David Gallagher (1)          3,619,000       85.5%        
            President,                                                
            Secretary, Director                                       
----------------------------------------------------------------------
All Executive Officers, Directors                                     
as a Group  (1 person)                   3,619,000       85.5%        

(1)  David Gallagher, 1015 S. Cimarron, Las Vegas, NV  89145.                   

Purpose and Effect of Reverse Stock Split                                       
-----------------------------------------                                       

The Board of Directors of the Company has adopted a resolution to reverse       
split the Company's issued and outstanding Common and Preferred shares ten-     
for-one (10:1), which will result in the issuance of one new share ("New        
Shares") for each ten (10) old shares ("Old Shares") of the Company's common    
and callable and convertible preferred stock held as of [date] (the Split       
"Record Date").  The holder of shares representing a majority of the            
Company's outstanding voting stock has given his written consent to the         
reverse stock split.  Under Nevada corporation law and the Company's bylaws,    
the consent of the holders of a majority of the voting power is effective as    
stockholders' approval.  In accordance with the requirements of the             
Securities Exchange Act of 1934 and Regulation 14C promulgated thereunder,      
the reverse stock split will not become effective until at least twenty (20)    
calendar days after the mailing of this Information Statement.                  

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The procedure for shareholders of the Company as of [date], the Reverse Split   
Record Date, to obtain New Shares in exchange for Old Shares pursuant to the    
Stock Split is set forth below under the heading "Effective Date."              

Our board of directors believes the ten-for-one (10:1) reverse stock split      
is necessary to increase the effective marketability of its stock to enhance    
the liquidity of the common stock so that the Company can better access         
capital markets.                                                                

The Board of Directors believes a reverse split may facilitate future           
financings by the Company.  In addition, the resulting reduction in the         
number of issued and outstanding shares of Common and Preferred Stock will      
provide the Company with additional authorized but unissued shares which        
could be utilized for future acquisitions or to otherwise raise funds to help   
build the Company's business objectives.  The Company has no pre-arrangement    
to issue shares at this time.                                                   

Political Calls will not issue any certificates representing fractional         
shares of Political Calls' common or preferred stock in the transaction,        
while retaining the current par value of $0.001, with appropriate adjustments   
to the capital accounts of POLC.  Any resulting fractional shares shall be      
rounded up.  Any shareholder who owns 1,000 or fewer common shares will         
receive one hundred shares.  This reverse stock split will reduce the number    
of issued and outstanding common shares from 4,231,000 to 423,100 common        
shares and have no effect on the authorized number of common shares.  This      
reverse stock split will reduce the number of issued and outstanding callable   
and convertible preferred shares from 750,000 to 75,000 preferred shares and    
have no effect on the authorized number of preferred shares.                    

The board of directors of POLC may authorize, without further shareholder       
approval, the issuance of such shares of common stock or preferred stock to     
such persons, for such consideration, and upon such terms as the board of       
directors determines.  Such issuance could result in a significant dilution     
of the voting rights and the stockholders' equity, of then existing             
shareholders.                                                                   

The issuance of additional common stock may have the effect of deterring or     
thwarting persons seeking to take control of POLC through a tender offer,       
proxy fight or otherwise or to bring about removal of incumbent management or   
a corporate transaction such as merger.  For example, the issuance of common    
stock or preferred stock could be used to deter or prevent such a change of     
control through dilution of stock ownership of persons seeking to take          
control or by rendering a transaction proposed by such persons more             
difficult.                                                                      

There can be no assurance, nor can the Board of Directors of the Company        
predict what effect, if any, these change, include the reverse stock split      
will have on the Company's common stock.  The Company's stock is not trading    
on any exchange.                                                                

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Effective Date                                                                  
--------------                                                                  

Certificates for the Company's common and preferred stock that recite the       
name "Political Calls, Inc." will continue to represent shares in the Company   
after the reverse stock split becomes effective.  If, however, a stockholder    
wishes to acquire a certificate reflecting the reverse stock split, the         
stockholder may do so by surrendering their certificate to the Company's        
transfer agent with a request for a replacement certificate and the             
appropriate stock transfer fee.  The new certificate will reflect the ten-      
for-one (10:1) reverse stock split.                                             

The Company's transfer agent is:                                      

Empire Stock Transfer, Inc.     
   2470 St. Rose Pkwy, Suite 304
 Henderson, NV 89074
Telephone:  702-818-5898; Fax:  702-974-1444. 

No Dissenter's Rights                                                           
---------------------                                                           

Under Nevada Law, our dissenting shareholders are not entitled to appraisal     
rights with respect to this reverse stock split, and we will not                
independently provide our shareholders with any such right.                     

Nevada Anti-Takeover Provisions                                                 
-------------------------------                                                 

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada    
Corporation Law apply to POLC.  Section 78.438 of the Nevada law prohibits      
the Company from merging with or selling more than 5% of our assets or stock    
to any shareholder who owns or owned more than 10% of any stock or any entity   
related to a 10% shareholder for three years after the date on which the        
shareholder acquired the POLC  shares, unless the transaction is approved by    
POLC's Board of Directors.  The provisions also prohibit POLC from              
completing any of the transactions described in the preceding sentence with a   
10% shareholder who has held the shares more than three years and its related   
entities unless the transaction is approved by our Board of Directors or a      
majority of our shares, other than shares owned by that 10% shareholder or      
any related entity.  These provisions could delay, defer or prevent a change    
in control of POLC .                                                            

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Conclusion                                                                      
----------                                                                      

As a matter of regulatory compliance, we are sending you this Information       
Statement which describes the purpose and effect of the reverse stock split.    
Your consent to the reverse stock split is not required and is not being        
solicited in connection with this action.  This Information Statement is        
intended to provide our stockholders information required by the rules and      
regulations of the Securities Exchange Act of 1934.                             

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A        
PROXY.  THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.               

For the Board of Directors of                                                   
Political Calls, Inc.                                                           

By:  /s/ David Gallagher                                                        
--------------------------------                                      
David Gallagher                                               
President                                                     

Date:  [date]                                                                   

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