SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FINAL
INFORMATIONAL STATEMENT
PURSUANT TO SECTION 14 OF
The Securities Exchange Act of 1934
BOULDER CAPITAL OPPORTUNITIES III, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-22273
CIK: 0001032863
COLORADO (84-1383888)
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
15662 COMMERCE LANE, HUNTINGTON BEACH, CA 92649
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 895-0944
<PAGE>
BOULDER CAPITAL OPPORTUNITIES III, INC.
15662 COMMERCE LANE
HUNTINGTON BEACH, CA 92649
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 2, 1998
Notice is hereby given that the Special Meeting of Shareholders of
Boulder Capital Opportunities III, Inc., (hereinafter referred to as "the
Company") will be held at 15662 Commerce Lane, Huntington Beach, CA 92649, at
1:00 p.m., local time, for the following purposes:
1. To change the name of the Company to Sonic Jet Performance,
Inc.
The Board of Directors has fixed the closing of business on October 20,
1998, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof. The stock
transfer books will not be closed.
/s/Alex Mardikian
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Boulder Capital Opportunities III, Inc.
Alex Mardikian, Vice-President
<PAGE>
INFORMATION STATEMENT
BOULDER CAPITAL OPPORTUNITIES III, INC.
15662 COMMERCE LANE
HUNTINGTON BEACH, CA 92649
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
NOVEMBER 2, 1998
This Informational Statement is being furnished to the shareholders of
Boulder Capital Opportunities III, Inc., a Colorado corporation, in connection
with the Special Meeting of Shareholders to be held at 1:00 p.m., November 2,
1998 at 15662 Commerce Lane, Huntington Beach, California. The Informational
Statement is first being sent or given to shareholders on or about October 21,
1998.
NO PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
EXPENSE OF MAILING
The expense of preparing and mailing of this Informational Statement to
shareholders of the Company is being paid for by the Company. The Company is
also requesting brokers, custodians, nominees and fiduciaries to forward this
Informational Statement to the beneficial owners of the shares of common stock
of the Company held of record by such persons. The Company will not reimburse
such persons for the cost of forwarding.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
None. No director or shareholder owning 10% or more of the outstanding
shares has indicated her or his intent to oppose any action to be taken at the
meeting. No officer or director or shareholder has any interest in any matter to
be voted upon.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, October 19, 1998, the total number
of common shares outstanding and entitled to vote was 6,310,0000.
The holders of such shares are entitled to one vote for each share held
on the record date. There is no cumulative voting on any matter on the agenda of
this meeting. No additional shares will be issued subsequent to call date and
prior to meeting.
<PAGE>
RECORD DATE
Stock transfer records will remain open. October 20, 1998, shall be the
record date for determining shareholders entitled to vote and receive notice of
the meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of October 19, 1998, with
respect to the shares of common stock of the Company owned by (i) owners of more
than 5% of the outstanding shares of common stock, (ii) each director of the
Company, and (iii) all directors and officers of the Company as a group. Unless
otherwise indicated, all shares are held by the person named and are subject to
sole voting and investment are by such person.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
- ---------------- --------------------------- -------------------- --------------
Common Sonic Jet 5,000,000 79.2%
Performance, LLC
15662 Commerce Lane
Huntington Beach, CA 92649
(beneficially owned
by Albert Mardikian)
Common Alex Mardikian
V.P. & Director 0 0%
15662 Commerce Lane
Huntington Beach, CA 92649
Common Hratch Khedesian, Director 0 0%
15662 Commerce Lane
Huntington Beach, CA 92649
Common Vatche Khedesian, Director 0 0%
15662 Commerce Lane
Huntington Beach, CA 92649
Common George Tfaye, Director 0 0%
15662 Commerce Lane
Huntington Beach, CA 92649
Common Combined ownership as a group 79.2%
</TABLE>
VOTING REQUIRED FOR APPROVAL
I. One third of the shares of common stock outstanding at the record
date must be represented at the Special Meeting in person or by proxy in order
for a quorum to be present, but if a quorum should not be present, the meeting
may be adjourned without further notice to shareholders, until a quorum is
assembled. Each shareholder will be entitled to cast one vote at the Special
Meeting for each share of common stock registered in such shareholder's name at
the record date.
<PAGE>
II. The Colorado Corporation Act requires that a majority of the
outstanding shares at a special meeting at which a quorum is present to vote in
favor of the proposed Amendment to the Articles of Incorporation to change
the name to Sonic Jet Performance, Inc.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
(a) Cash Compensation.
Compensation paid by the Company for all services provided during the
fiscal year ended December 31, 1997, (1) to each of the Company's two most
highly compensated executive officers whose cash compensation exceeded
$60,000.00 and (2) to all officers as a group is set forth below under
directors.
None.
(b) Compensation Pursuant to Plans. None.
(c) Other Compensation. None.
(d) Compensation of Directors. None.
Compensation paid by the Company for all services provided during the
period ended September 30, 1998, (1) to each of the Company's officers and
directors whose cash compensation exceeded $60,000.00 and (2) to all officers
and directors as a group is set forth below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name of Individual Capacities
Number of Persons in Cash Stock
In Group Which Served Compensation Compensation
- ------------------------ ----------------- ----------------- ---------------
Robert Soehngen* President/Secy 0 0
Alex Mardikian Vice President 0 0
Hratch Khedesian Director 0 0
Vatche Khedesian Director 0 0
George Tfaye Director 0 0
All officers and
directors as a group 0 0
to September 30, 1998
*Now Resigned
</TABLE>
<PAGE>
AMENDMENTS TO CHARTER
I. CHANGE IN CORPORATE NAME
The Board is asking shareholders to authorize a name change of the
Corporation to Sonic Jet Performance, Inc. and to approve an amendment to the
Articles of Incorporation to change the name to Sonic Jet Performance, Inc.
BOARD OF DIRECTORS AND OFFICERS
The four persons listed below are Officers and the members of the
Board of Directors, serving until the next annual meeting.
ALEX MARDIKIAN, age 27, Vice President, received an AS in Water
Technology from Mount San Antonio College in 1993. From 1993 to 1995 he was an
Inventory Operations Manager for Lynn Vick Products, a watercraft products
supplier. From 1995 to 1997 he was a regional service manager in the Western
Utility Division with Schlumberger Industries. From 1990 to 1993 he was employed
by Laser Jet Performance as a production manager.
HRATCH KHEDESIAN, age 31, studied at UCLA and at Goldenwest College in
finance and business. From 1987 to present he has worked for Mardikian Design
and its successor, Laser Jet Performance, in product design and production
engineering. He has had on the job training in production engineering, new
product development, purchasing, management and training, accounting, human
resources, CAD-CAM Design, and Computer Numeric Control Programming. Mr.
Khedesian now holds the title of President of R&D and New Product Development of
Sonic Jet Performance, LLC, USA and also Vice Chairman and CEO of Nanning Sonic
Jet China.
VATCHE KHEDESIAN, age 24, obtained a BA from the University of California
at Santa Barbara in 1997, with a major in Marketing & Finance. He became
employed by Sonic Jet Performance in January 1998 as a business organization
plan. He was operations manager for MB2 West from 1996 to 1998. From 1993 to
1995 he was a warehouse manager for Akari Gemini. For six months in 1996 he
worked as an aide in the Financial Marketing Department of Merrill Lynch.
GEORGE TFAYE, age 44, obtained an educational certificate at the Technical
Institute of Aleppo Syria in 1976 in machining, tooling, Production Engineering,
and Mold Making. He has been Vice President of Production Engineering and New
Product Development at Sonic Jet Performance, Inc. since 1987. He is Secretary
and a Director of Golden Empire Trading, Inc. since 1989.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Michael B. Johnson & Company, of Denver, Colorado, has been engaged as
the Certifying accountants for the period through fiscal year 1998.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
annual or any special meeting, it must be received by the secretary of the
Company, at 15662 Commerce Lane, Huntington Beach, California 92649, not later
than 90 days prior to the meeting, in order to be included in the Company's
proxy statement and form of proxy relating to that meeting. It is anticipated
that the next annual meeting will be held in May, 1999.
Dated: OCTOBER 19, 1998
By Order of the Board of Directors
/s/Alex Mardikian
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Alex Mardikian, Vice President
