UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 14C

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

 

Western Lucrative Enterprises, Inc.

(Name of Registrant As Specified In 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:

 

COMMON STOCK

 

 

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. 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:


 

 




Western Lucrative Enterprises, Inc.

73726 Alessandro Dr. Suite 103, Palm Desert, CA 92260




INFORMATION STATEMENT

PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED



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  December ___, 2010 to the stockholders of record on Nov. 22, 2010 (the “Record Date”) of Western Lucrative Enterprises, Inc., an Iowa corporation (the “Company”) in connection with action taken by the written consent of stockholders holding a majority of the voting power of the outstanding capital stock of the Company.


THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.

 


 

  

  

By Order of the Board of Directors

  

  

  

  

  

  

  

  

  

  

  

  

  

Dated: ___________, 2010

  

 

  

  

  

Neville Pearson

  

  

  

Chairman, President,

Chief Executive Officer

and Chief Financial Officer

  


                                                                                     

 

 

 

 

 

 

 

 

 

 

 




NOTICE OF ACTION PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS

IN LIEU OF A MEETING OF THE STOCKHOLDERS


NOTICE IS HEREBY GIVEN that the Company’s Articles of Incorporation are being amended to reflect a increase in the number of common shares from Seventy Five Million (75,000,000) to Seven Hundred Fifty Million (750,000,000).  The Amendment was adopted pursuant to written consent of stockholders holding a majority of the voting power of the outstanding capital stock of the Company.

  

INTRODUCTION


Stockholders holding shares comprising over ninety percent (90%) of the total voting power of the Company provided their written consents to the Amendment.  

 

Stockholders of the Company executed written consents in accordance with Iowa Statutes Section 490.704.


This Information Statement will serve as written notice to stockholders as contemplated pursuant to the Company’s Bylaws.

 

  PURPOSE OF STOCKHOLDER ACTION


The purpose of the change in the number and type of authorized shares of Stock is to provide additional shares to be available for financing, compensation and for possible use in the acquisition of assets or securities of other companies.


We have no agreement with and have had no discussions or negotiations with any acquisition or other transaction candidate.  Our consultant Millennium Group has advised us that they know of several companies that will soon seek a publicly traded vehicle for reverse acquisition but that we do not have sufficient authorized common stock for such a possible transaction.    Millenium has agreed to introduce a target transaction after we have received consent for increasing our authorized common shares and mailed this information statement.  While we are hopeful that a transaction can take place in the near future, there can be no assurance this can take place.


OUTSTANDING SHARES AND VOTING RIGHTS

AS OF THE RECORD DATE


As of the Record Date, the Company’s authorized capitalization consisted of seventy five million (75,000,000) shares of Common Stock, of which eight million five hundred  five thousand (8,505,000)  shares were issued and outstanding.


Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders.  


No less than Seven Million Six Hundred Fifty Four Thousand  Five Hundred and one (7,654,501) votes, representing a majority of the voting power of the outstanding capital stock of the Company, were required to approve the Amendment.


Stockholders holding seven million seven hundred thousand (7,700,000) shares of Common Stock gave their written consents in favor of the Amendment.  No other stockholder consents will be solicited in connection with this Information Statement.





STOCKHOLDERS PROVIDING WRITTEN CONSENTS


Set forth below is a table of the stockholders who have given their consent and the number of shares of  stock beneficially owned by such stockholders as of November 23, 2010:


Name

Number of Shares

Beneficially Owned

Percent of Outstanding

Shares Owned

Dempsey Mork

700,000

8.2%

IPO Capital

500,000

5.9%

 Orion Investors, Inc.                   

125,000

1.5%

MCC Profit Sharing Plan

6,000,000

70.1%

Robert Filiatreaux

125,000

1.5%

Randal Baker

250,000

3.0%

Total

6,900,000

90.5%


EFFECTS OF THE AMENDMENT


The purpose of the change in the number and type of authorized shares of Stock is to provide additional shares to be available for financing, compensation and for possible use in the acquisition of assets or securities of other companies.


Potential Anti-Takeover Effect


     Although the  increased  proportion of  authorized  but unissued  shares to issued shares could, under certain  circumstances,  have an anti-takeover effect (for example, by permitting issuances that could dilute the stock ownership of a person  seeking to effect a change in the  composition of the Board of Directors

or contemplating a tender offer or other  transaction for the combination of the Company with another company, the increase in our authorized Common Stock is not being  undertaken  in response to any effort of which the Board of  Directors is aware to accumulate shares of the Common Stock or obtain control of the Company.  The Board of Directors does not currently contemplate the adoption of any other amendments to the Articles of  Incorporation  that could be construed to affect the ability of third parties to take over or change the control of the Company.


     Release No. 34-15230 of the Staff of the Securities and Exchange Commission requires  disclosure and discussion of the effects of any  shareholder  proposal that  may be  used as an  anti-takeover  device.  However,  the  purpose  of the increase in our authorized  Common Stock is to have additional  shares available for  equity  sales  and   acquisitions  and  not  to  construct  or  enable  any anti-takeover  defense  or  mechanism  on  behalf  of the  Company.  While it is possible that management could use the additional  shares to resist or frustrate a third-party  transaction  providing an above-market premium that could favored by a majority of the independent shareholders, the Company has no intent or plan

to  employ  the  resulting   additional   unissued   authorized   shares  as  an anti-takeover device.


DESCRIPTION OF CAPITAL STOCK


The Company’s authorized capitalization (after the Amendment) consists of Seven Hundred Fifty Million (750,000,000)shares of Common Stock, par value $0.001.  The capital stock of this corporation is nonassessable and not subject to assessment to pay the debts of the Company.


Common Stock


Common Stock may be issued by the Board with or without the consent of stockholders.  Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders.


 




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth the number and percentage of the shares of the Company’s Common Stock owned as of November 23, 2010 by all persons known to the Company who own more than 5% of the outstanding number of such shares, by all directors of the Company, and by all officers and directors of the Company as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.

 

Name and Position

Shares Beneficially Owned

Percentage of Outstanding Beneficially Owned

IPO Capital

500,000

5.9%

Randal Baker

250,000

3.0%

Dempsey Mork

700,000

8.2%

MCC Profit Sharing Plan

6,070,000

71.2%

 

Changes in Control

 

We have no agreement with and have had no discussions or negotiations with any acquisition or other transaction candidate.  Our consultant Millennium Group has advised us that they know of several companies that will soon seek a publicly traded vehicle for reverse acquisition but that we do not have sufficient authorized common stock for such a possible transaction.    Millenium has agreed to introduce a target transaction after we have received consent for increasing our authorized common shares and mailed this information statement.  While we are hopeful that a transaction can take place in the near future, there can be no assurance this can take place.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act of 1934, as amended (the “EXCHANGE ACT”), requires the Company’s executive officers and directors and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Company with copies of these reports.

 

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended Dec. 31, 2009,  none of the filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

 

FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

 

The Company hereby incorporates by reference the financial statements, management's discussion and analysis of financial condition and results of operations, changes in and disagreements with accountants on accounting and financial disclosure and quantitative and qualitative disclosures about market risk, as contained in the Company’s Form 10K, filed April 6, 2010.

 

ADDITIONAL INFORMATION


The Company has furnished one information statement to stockholders sharing an address unless the Company receives contrary instructions from one or more of the stockholders.  The Company will furnish additional copies upon request by a stockholder to: Western Lucrative Enterprises, Inc. 73726 Allessandro Dr. Suite 103, Palm Desert, CA 92260.


  

  

By Order of the Board of Directors

  

  

  

  

  

  

  

  

  

  

  

  

  

Dated: ___________, 2010

  

 

  

  

  

Neville Pearson

  

  

  

Chairman, President,

Chief Executive Officer

and Chief Financial Officer

 





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