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
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Delaware 04-3625550
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1521 West Orangewood Avenue, Orange, California 92868
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(Address of principal executive offices) (Zip Code)
(714)350-7323
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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.
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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.
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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.
=================== ======= =================================== ========================================== =================
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
=============== ========================================= ============================================= ==========================
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
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Common Stock Daniel Bernstein
1521 West Orangewood
Avenue 2,033,333 shares 27.4%
Orange, CA 92868 secretary, director
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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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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
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Common Stock Par 5 Investors, LLC
c/o 1604 Locust Street, 3rd Floor
Philadelphia, PA 19103 166,667 shares 2.2%
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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
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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
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David Bennett
Its: President