SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Information Statement
TORNADO GOLD INTERNATIONAL CORP.
Commission File Number: 000-50146
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.
Title of each class of securities to which transaction
applies:____________________________________________
Aggregate number of securities to which transaction
applies:_____________________________________________
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):
___________________________________________________
Proposed maximum aggregate value of transaction:_________
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. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid:______________________________
Form, Schedule or Registration Statement No.:____________
Filing Party:________________________________________
Date Filed:_________________________________________
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TORNADO GOLD INTERNATIONAL CORP.
3841 AMADOR WAY
RENO, NEVADA 89502
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS
DEAR SHAREHOLDERS:
We are writing to advise you that Tornado Gold International Corp. will
increase its authorized common stock from ten million (10,000,000) shares to one
hundred million (10,000,000) shares. The increase in authorized common stock was
approved on July 20, 2004, by unanimous approval of our Board of Directors. In
addition, our officers and directors who hold a majority of our issued and
outstanding common stock, approved the increase in authorized common stock by
written consent in lieu of a meeting on July 20, 2004, in accordance with the
relevant sections of Nevada Revised Statutes. The increase in authorized common
stock will not be effective until we amend our Articles of Incorporation by
filing a Certificate of Amendment to our Articles of Incorporation with the
Nevada Secretary of State. We intend to file the Certificate of Amendment twenty
days after this information statement is first mailed to our shareholders.
Our purpose in increasing our authorized capital stock from ten million
(10,000,000) shares to one hundred million (10,000,000) shares reflects the
determination by our Board of Directors that it is in our best interests and
desirable to increase our authorized common stock from 10,000,000 to one hundred
million (10,000,000) shares. We have only one class of stock authorized. We hope
that such a change will increase the total value of the corporation to our
investors and better position us to take advantage possible future financings
and acquisition opportunities, and other corporate purposes as the board of
directors determines in its discretion to be in the best interest of the
corporation, and which may include future stock splits, stock dividends or other
distributions, future financings, acquisitions and stock options and other
equity benefits under employee benefit plans. To facilitate such future possible
financings or other such opportunities, we are increasing the number of
authorized shares of stock from our current authorized capitalization of ten
million (10,000,000) shares.
No action is required by you. The accompanying information statement is
furnished only to inform our shareholders of the action described above before
it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Act of 1934. This information statement is being mailed to you on or about
____________, 2004.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By order of the Board of Directors,
--------------------------------
Earl Abbott
PRESIDENT
Reno, Nevada
____________, 2004
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TORNADO GOLD INTERNATIONAL CORP.
3841 AMADOR WAY
RENO, NEVADA 89502
INFORMATION STATEMENT REGARDING ACTION TAKEN
BY WRITTEN CONSENT OF MAJORITY OF SHAREHOLDERS
We are furnishing this shareholder information statement to you to provide you
with information and a description of an action taken by written consent of our
majority shareholders, on July 20, 2004, in accordance with the relevant
Sections of the Nevada Revised Statutes. This action was taken by our officers
and directors who own in excess of the required majority of our outstanding
stock necessary for the adoption of the action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about ____________, 2004 to
shareholders of record on July 20, 2004. The information statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934.
GENERAL
On July 20, 2004, our Board of Directors unanimously approved, subject to
shareholder approval, an amendment to our Articles of Incorporation to increase
our authorized common stock from ten million (10,000,000) shares to one hundred
million (100,000,000) shares. We have only one class of stock authorized. On
July 20, 2004, shareholders who own in excess of the required majority of our
outstanding stock necessary for the adoption of the action, approved the
increase in authorized stock by action taken by written consent. These
shareholders are also our officers and directors. The full text of the proposed
amendment to the Articles of Incorporation is attached hereto as Exhibit A.
PURPOSE OF INCREASING OUR AUTHORIZED COMMON STOCK
Our Board of Directors believes that the increase in our authorized stock from
ten million (10,000,000) shares to one hundred million (100,000,000) shares will
increase the total value of the corporation to our investors and better position
us to take advantage possible future financings and acquisition opportunities,
and other corporate purposes as the board of directors determines in its
discretion to be in the best interest of the corporation, which may include
future stock splits, stock dividends or other distributions, future financings,
acquisitions and stock option plans and other equity benefits under employee
benefit plans. Because we currently have six million six hundred thousand
(6,600,000) shares issued and outstanding and only have ten million (10,000,000)
shares authorized, we believe that we may be limited in the amount of shares
that could be issued to accommodate future possible transactions whereby we
would be required to issue additional shares of our stock. To facilitate such
future possible financings or other such transactions, we are increasing the
number of authorized shares of stock from our current authorized capitalization
of ten million (10,000,000) shares.
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PROCEDURE FOR APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK; VOTE REQUIRED
The Nevada Revised Statutes requires that, in order for us to amend our Articles
of Incorporation, such amendment must be approved by our Board of Directors and
approved by a majority of the outstanding shares entitled to vote. The Nevada
Revised Statutes also provides that any action which may be taken at a meeting
of the shareholders may be taken without a meeting and without prior notice, if
a consent in writing, setting forth the action so taken, shall be signed by the
holders of a majority of the outstanding shares entitled to vote.
On July 20, 2004, the record date for determination of the shareholders entitled
to receive this Information Statement, there were 6,600,000 shares of common
stock outstanding. The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of our shareholders. We
needed the affirmative vote of at least a majority of the outstanding shares of
our common stock to approve the increase in authorized common stock. Our Board,
by its unanimous written consent, adopted resolutions approving an amendment to
our Articles of Incorporation to affect the increase in authorized common stock.
By action of written consent, dated July 20, 2004, our officers and directors
who also own a majority of the shares of the issued and outstanding shares of
our common stock, or 63.6% of the issued and outstanding shares of our common
stock, approved the increase in authorized common stock.
EFFECTIVE DATE OF AMENDMENT
The amendment to our Articles of Incorporation will become effective upon the
filing with the Nevada Secretary of State of the Certificate of Amendment to our
Articles of Incorporation, attached hereto as Exhibit A. We intend to file the
Certificate of Amendment twenty days after this Information Statement is first
mailed to shareholders.
EFFECT ON CERTIFICATES EVIDENCING SHARES OF TORNADO GOLD INTERNATIONAL CORP.
COMMON STOCK
The change in the number of authorized common stock will be reflected in its
stock records by book-entry in Tornado Gold International Corp.'s records. For
those shareholders that hold physical certificates, please do not destroy or
send to Tornado Gold International Corp. your stock certificates. Those
certificates will remain valid for the number of shares shown thereon, and
should be carefully preserved by you.
DISSENTER'S RIGHTS
The Nevada Revised Statutes do not provide for dissenters' right of appraisal in
connection with the increase in authorized common stock.
INTERESTS 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 increase in authorized common stock, which is not shared by all
other shareholders of Tornado Gold International Corp.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the shares of our common stock as of July 20, 2004, except as noted in the
footnotes below, by:
o Each person who we know to be the beneficial owner of 5% or more of
our outstanding common stock;
o Each of our executive officers;
o Each of our directors; and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or become exercisable within 60 days of July 20, 2004, are deemed
outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. As of July 20, 2004, there were 6,600,000 shares
of our common stock were issued and outstanding. Unless otherwise indicated in
the table, the persons and entities named in the table have sole voting and sole
investment power with respect to the shares set forth opposite the shareholder's
name, subject to community property laws, where applicable. The address of each
shareholder is listed in the table
====================== =================================== ====================================== ===================
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF BENEFICIAL OWNER PERCENT OF CLASS
OWNER
---------------------- ----------------------------------- -------------------------------------- -------------------
Common stock Earl W. Abbott President, Chief Financial Officer, 31.8%
3841 Amador Way Secretary, Director
Reno, Nevada 89502 2,100,000 shares(1)
---------------------- ----------------------------------- -------------------------------------- -------------------
Common stock Carl A. Pescio
3841 Amador Way Director 15.9%
Reno, Nevada 89502 1,050,000 shares(1)
---------------------- ----------------------------------- -------------------------------------- -------------------
Common stock Stanley B. Keith
3841 Amador Way Director
Reno, Nevada 89502 1,050,000 shares(1) 15.9%
---------------------- ----------------------------------- -------------------------------------- -------------------
Common stock All directors and named executive 4,200,000 shares(1) 63.6%
officers as a group
====================== =================================== ====================================== ===================
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EXHIBIT A
Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: Tornado Gold International Corp.
2. The articles have been amended as follows (provide article numbers, if
available):
THIRD: The total number of shares which the corporation is authorized
to issue is One Hundred Million (100,000,000) shares of common stock
with par value of $.001.
3. The vote by which the stockholders holding such shares in the
corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may be
required in the case of a vote by classes or series, or as may be
required by the provisions of the * articles of incorporation have
voted in favor of the amendment is:
-------------
4. Effective date of filing (optional):___________________________________
(must not be later than 90 days
after the certificate is filed)
5. Officer Signature (required):_________________________________________
*If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.