SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary information [ ] Confidential, for use of
statement the Commission Only
(as permitted by Rule
14c-5(d)(2))
[ ] Definitive information statement
NORMEXSTEEL, INC.
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(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 transactions
applies:
(3) Per unit price of 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. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed: September 9, 2005
NorMexSteel, Inc.
478 E. Altamonte Dr.
Suite 108
Altamonte Springs, FL 32701
September 9, 2005
Notice of Action by Written Consent
To the Stockholders of NorMexSteel, Inc.:
Pursuant to Florida Business Corporation Law, Florida Statutes
Chapter 607.0704, notice is hereby given that by written consent
delivered to NorMexSteel, Inc. (the "Company") on September 9, 2005,
by the holders of a majority of the outstanding common stock of the
Company, the following actions were adopted, authorized and approved:
The Board of Directors authorized a 500 for 1 reverse stock
split of the Company's Common Stock to be effective
September 10, 2005 or such time thereafter that NASDAQ
approves this change. The stock split does not change the
number of authorized shares of common stock of the Company.
By Order of the Board of Directors
/s/ James Wolff
---------------------------------
James Wolff, President and CEO
NorMexSteel, Inc.
Information Statement Pursuant to Section 14C of the
Securities Exchange Act of 1934
INTRODUCTION
This Information Statement is being mailed on or about September
9, 2005, to affect all holders of record at the close of business on
September 9, 2005, of the voting stock of NorMexSteel, Inc., a Florida
corporation (the "Company"), in connection with the written consent of
the holders of greater than 50% of the Company's voting stock
providing for 500 to 1 reverse split of the Company's common stock.
The reverse stock split of the Company's Common Stock is to be
effective September 10, 2005 or such time thereafter that NASDAQ
approves this change. The stock split does not change the number of
authorized shares of common stock of the Company.
Following the amendment, the stock certificates you now hold will
continue to be valid. There is no present intention to deliver new
stock certificates on account of the old stock certificates unless
requested by a selling stockholder. If after the effective date of the
Company's amendment you wish to receive new stock certificates, you
may do so by contacting the Company's registrar and transfer agent.
The transfer agent for the Company's common stock is Atlas Stock
Transfer, 5899 State Street, Salt Lake City, UT 84107.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
SECURITY OWNERSHIP OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
At the close of business on September 9, 2005, the Company had
outstanding 561,900 shares of no par value common stock, assuming
conversion of all outstanding convertible securities. There are no
other voting securities of the Company that are presently issued.
The following table sets forth information with respect to all
Directors and Executive Officers of the Company, individually and as a
group.
Name and Address Amount and Nature
of Beneficial Owner of Ownership Voting Rights
------------------- ------------ -------------
James Wolff
478 E. Altamonte Dr., Ste.108 __ __
Altamonte Springs, Florida 32701
Bernardo Vergara
478 E. Altamonte Dr., Ste.108 __ __
Altamonte Springs, Florida 32701
Garth Jensen __ __
186 Steel St.
Barrie, Ontario L4M 2G4
All Directors and Executive __ __
Officers as a Group
VOTE REQUIRED FOR APPROVAL
Chapter 607.0704 Florida Statutes provides that any action
required to be taken at a special or annual meeting of the
stockholders of a Florida corporation may be taken by written consent,
in lieu of a meeting, if the consent is signed by stockholders owning
at least that number of shares which is sufficient to take the action.
The Company's stockholders owning a majority of the outstanding common
stock have approved the amendment, which majority is the number of
shares required by Florida Statutes Chapter 607.0704.
The securities that would have been entitled to vote if a meeting
was required to be held to amend the Company's Articles of
Incorporation consist of issued and outstanding stock of the Company's
common stock outstanding on September 10, 2004, which would have been
the same date for determining stockholders who would have been
entitled to notice of and to vote on the proposed amendment to the
Company's Articles of Incorporation.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its
annual and quarterly reports for the past twelve months which have
been filed with the Securities and Exchange Commission, may be
accessed through the Securities and Exchange Commission's EDGAR
archives at www.sec.gov. Upon written request of any stockholder to
the Company's President, James Wolff, 478 E. Altamonte Dr., Ste.108,
Altamonte Springs, Florida 32701, copy of the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2004, will be provided
without charge.
Dated: September 9, 2005
By Order of the Board of Directors
/s/ James Wolff
-----------------------------------
James Wolff, President and CEO