SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934.
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Filed by Party other than the Registrant |
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)] |
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Definitive Information Statement |
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
TEXEN OIL & GAS, INC.
Commission File number 000-33193
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule O-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. |
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TEXEN OIL & GAS, INC.
10603 Grant Road
Suite 209
Houston, Texas 77070
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to stockholders of TEXEN OIL & GAS, INC., a Nevada corporation (the "Company") in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of the Company's common stock of a proposal (the "Proposal") to approve an amendment (the "Amendment") to the Articles of Incorporation to increase the authorized capital from 100,000,000 shares of common stock, par value $0.00001 per share to 300,000,000 shares of common stock, par value $0.00001 per share.
The Board of Directors believes that it is advisable in the best interests of the Company to increase its authorized capital since it has nearly issued all of its authorized shares of common stock.
This information statement is being first sent to stockholders on or about May 4, 2004. The Company anticipates that the amendment will become effective on or about May 25, 2004, twenty-one (21) days after mailing.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Vote Required
The proposed amendment requires the approval of a majority of the outstanding shares of common stock. Each holder of common stock is entitled to one (1) vote for each share held. The record date for the purpose of determining the number of shares outstanding and for determining stockholders entitled to vote, is the close of business on April 20, 2004 (the "Record Date"), the day in which the Board of Directors of the Company adopted the resolution setting forth and recommending the Amendment to the Articles of Incorporation. As of the record date, the Company had eighty-nine million, seven hundred sixty-seven thousand, six hundred and forty-three (89,767,643) shares of common stock issued and outstanding. Holders of the shares have no preemptive rights. All outstanding shares are fully paid and nonassessable. The transfer agent for the common stock is Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89120. Its telephone number is (702) 361-3033.
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Meeting Not Required
Nevada Revised Statutes 78.320(2) provides that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power.
Furnishing Information
This information statement is being furnished to all holders of common stock of the Company. The Form 10-KSB for the year ending June 30, 2003 and all subsequent filings may be viewed on the Securities and Exchange Commission web site at www.sec.gov in the EDGAR Archives and are incorporated herein by reference. The Company is presently current in the filing of all reports required to be filed by it.
Dissenters Rights of Appraisal
There are no dissenter's rights of appraisal applicable this action to change in the authorized capital of the Company.
Proposals by Security holders
No security holders entitled to vote has transmitted any proposals to be acted upon by the Company.
Security Ownership of Certain Beneficial Owner and Management
The following sets forth as of April 21, 2004 person owning more than 5% of the common stock of the Company:
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Name and address of |
Amount and nature of |
Percent of |
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Title of Class |
beneficial owner |
ownership |
class |
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Common Stock |
Tatiana Golovina |
57,927,714 |
64.53% |
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181 Kensington High Street |
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London, W86SH |
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United Kingdom |
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TOTAL |
57,927,714 |
64.53% |
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The following sets forth as of April 21, 2004, all shares of common stock owned by all directors and nominees, each executive officer, and directors and executive officers as a group.
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Amount of |
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Name of |
direct ownership |
Percent of |
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beneficial owner |
Position with Company |
of common stock |
class |
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Tatiana Golovina |
President, Principal Executive Officer, Principal |
57,927,714 |
64.53% |
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Financial Officer and Secretary/Treasurer |
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Mike Simms |
Vice President |
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0.00% |
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All officers and |
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directors as a group |
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(2 persons) |
57,927,714 |
64.53% |
There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
PROPOSAL TO INCREASE THE AUTHORIZED CAPITAL
The Board of Directors has determined that it would be in the best interest of the Company to increase its authorized capital from 100,000,000 shares of common stock, $0.00001 par value per share to 300,000,000 shares of common stock, $0.00001 par value per share.
Reasons for the Proposal
The Company currently has issued and outstanding 89,767,643 share of its common stock. Its authorized capital consists of 100,000,000 shares of common stock $0.00001 par value per share. That leaves 10,232,357 shares of common stock available for issuance at this time. The Company believes that it will need additional shares of common stock available for issuance in the future and believes that it is prudent at this time to increase the Company's authorized capital.
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To do so, a majority of the issued and outstanding shares of common stock must approve of the amendment to the articles of incorporation.
Vote Obtained
The following individual owns the number of shares and percentages set forth opposite her name:
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Shares |
Percentage of |
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Name of Beneficial Owner |
Direct Owner |
Ownership |
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Tatiana Golovina |
57,927,714 |
64.53% |
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Total |
57,927,714 |
64.53% |
On April 20, 2004, the foregoing person executed a written consent approving the amendment to increase the Company's authorized capital to 300,000,000 shares of common stock, $0.00001 par value per share.
Certain Matters Related to the Proposal
The amendment to the articles of incorporation will become effective upon filing with the Secretary of State of Nevada. It is anticipated that the foregoing will take place twenty-one (21) days after this information statement is mailed to the Company's shareholders.
Interest of Certain Persons in Favor of or in Opposition to Increasing the Authorized Capital
No officer or director will receive any direct or indirect benefit from the Company's proposed increase in its authorized capital. No officer or director or any person has notified the Company that it intends to oppose the Company's increase in authorized capital.
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By Order of the Board of Directors |
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/s/ Tatiana Golovina |
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