SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 14f
NOTICE OF ARRANGEMENT REGARDING APPOINTMENT OF DIRECTORS
WITHOUT A MEETING
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File number: 0-22273
CIK: 0001032863
BOULDER CAPITAL OPPORTUNITIES III, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1383888
State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
15662 Commerce Lane, Huntington Beach, CA 92649
(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: 714-895-0944
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Shares Outstanding
As of June 30, 1998, there were 6,010,000 voting shares of the
Registrant's $.001 par value common stock outstanding, and 1,600
shares of Series A Preferred Stock, each share entitling the holder
thereof to one vote.
Security Ownership of Certain Beneficial Owners and Management
As of June 30, 1998, the following persons were known by the
Registrant to own or control beneficially more than five percent
of its outstanding $.001 par value common stock, and Series A
Preferred Convertible Stock which might convert to more than 5%
of the common stock. The table below also sets forth the total
number of shares of the Registrant's outstanding voting stock
owned by its officers and directors and by persons designated to
become directors:
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Name and Address of Number of Shares Percent of
Beneficial Owner Owned Beneficially Class
and of Record
Robert Soehngen 447,500 7.4%
Sonic Jet Performance, LLC (1) 5,000,000 83%
Alex Mardikian (2) 0 0%
Hratch Khedesian 0 0%
Vatche Khedesian 0 0%
George T. Faye 0 0%
(1) Beneficially Albert Mardikian. Sonic Jet Performance, Inc.
owns 74% of Sonic Jet Performance, LLC.
(2) Director designee and son of Albert Mardikian
CHANGES IN CONTROL OF REGISTRANT
On June 17, 1998, Registrant entered into a Share
Exchange Agreement with Sonic Jet Performance, LLC
under which Registrant agreed to acquire all of the
assets, liabilities and business operations of Sonic
Jet Performance, LLC, a California Limited Liability
Company. The Agreement required the issuance of five
million (5,000,000) shares of common stock to Sonic Jet
Performance, LLC, a California Limited Liability
Company. Sonic Jet Performance, LLC was owned as
follows:
1. 74% Sonic Jet Performance,Inc.
(Beneficially Albert Mardikian)
2. 24% Sheikh Mohammed Al Rashid
3. 2% Majed Al Rashid
Five Million shares constitutes 83.19% of
the total shares outstanding of Registrant.
Alex Mardikian has been appointed Vice President,
and it is anticipated that he will be appointed as a
Director upon compliance with Section 14f of the
Securities Exchange Act of 1934.
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DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant
are:
Robert Soehngen Director President
Alex Mardikian Vice President
Legal Proceedings
None
Adverse Interests
No current director or future director, officer, or
affiliate of the Registrant, five percent holder of any class of
voting securities of the Registrant, nor any associate of the
above, is a party adverse to the Registrant or has a material
interest adverse to the Registrant, except that Albert Mardikian
is beneficial owner of Sonic Jet Performance, Inc. (which owns
74% of Sonic Jet Performance, LLC, holder of 5,000,000 shares of
common stock) which controls the patents of the jet ski products
and who will be paid patent royalties on products.
Management
Identification of Directors to be appointed without
shareholder meeting
Ten days after the filing of this Form and Notice to
shareholders the present Director of the Company, Robert
Soehngen, will resign effective upon consummation of the
transactions.
The persons nominated to be directors of the Registrant, and
their ages, are as follows:
Name Age
Alex Mardikian 27
Hratch Khedesian 31
Vatche Khedesian 24
George T. Faye 44
There is at this time no formal arrangement for the
appointment of persons as executive officers of the Registrant
following the appointment of the above individuals as directors
of the Registrant. Alex Mardikian has been appointed as Vice
President effective June 20, 1998.
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Business Experience
The following is a brief account of the business experience
during at least the past five years of the persons designated to
be new directors of the Registrant, indicating the principal
occupation and employment during that period by each, and the
name and principal business of the organizations by which they
were employed.
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 T. Faye, 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.
No appointee for a director position has been subject of any
civil regulatory proceeding or any criminal proceeding.
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Transactions with Management and Others
There were no transactions or series of transactions during
the Registrant's last fiscal year or the current fiscal year, or
any currently proposed transactions or series of transactions of
the remainder of the fiscal year, in which the amount involved
exceeds $60,000 and in which to the knowledge of the Registrant,
any director, executive officer, nominee, future director, five
percent shareholder, or any member of the immediate family of the
foregoing persons, have or will have a direct or indirect
material interest except as set forth below.
The descriptions contained herein of the Agreements and the
Acquisitions are qualified in their entirety by reference to the
Agreement, dated as of June 17, 1998, by and among Registrant,
Sonic Jet Performance, LLC and the members of Sonic Jet
Performance, LLC, filed as Exhibits to the Form 8-K dated July
10, 1998.
Registrant has acquired the assets and liabilities of Sonic
Jet Performance, LLC, a California Limited Liability Company, in
consideration of the issuance of five million (5,000,000) shares
of common stock of Registrant. The transaction was entered on
June 17, 1998.
Sonic Jet Performance, LLC was formed in May 1997 by
acquisition of the Assets of Sonic Jet Performance, Inc., a
California corporation. Sonic Jet is engaged in the sale,
design, manufacture and assembly of "jet ski" based rescue and
fire watercraft, and in addition, has designed a line of consumer
jet ski watercraft for the U.S. market, not currently in
production or being marketed.
The address of the Company has been changed to 15662
Commerce Lane, Huntington Beach, California 92649.
New Business Plan
1. The former business of Sonic Jet Performance will
be operated by Registrant. Registrant is now engaged in the
manufacturing, sales and marketing of jet ski based fire/rescue
watercraft for quick response in confined and shallow water
areas, beaches, marinas and rivers. It currently has orders for
such craft totaling $300,000 plus additional potential
orders/commitments for $1,500,000 from various governmental
entities subject to governmental budget approvals. There is no
assurance that any or all of such orders will be funded.
The watercraft hulls are fabricated in China in a joint
venture with a chinese fiberglass lay-up entity. The hulls are
shipped to the U.S. to the company facility in Huntington Beach,
California for equipping and assembly with power drive systems,
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controls and accessories.
Marketing and sales are conducted in trade shows, by
brochures, and by the company personnel.
2. On June 16, 1998, the Board adopted a Resolution
authorizing Series A Convertible Preferred Stock and Designation
of Rights and Preferences of Series A Convertible Preferred
Stock. Concurrent with the acquisition of the assets of Sonic
Jet, the Company negotiated and closed a private placement of
1,600 shares of Series A Convertible Preferred Stock for
$1,500,000. The associated Agreements provided for Registration
of Common Shares for conversion of the Series A Preferred. A
total of 800,000 common shares are reserved for the conversion,
however, the conversion may be elected by Holder JNC Strategic
Fund, LTD. and is linked to a formula of $4.00 per share or the
average of the five lowest closing prices of common in the
previous 20 days x 75%, whichever is lower. If converted at
$4.00 per share it would result in 375,000 common shares being
issued. The conversion shall occur at any time after 75 days at
the election of the holder of the Series A Preferred Shares.
United Stock Transfer, Inc. of Englewood, Colorado has been
appointed as the Transfer Agent for the Company.
The Company has entered into an agreement to repurchase
432,500 shares of common stock owned by Robert Soehngen and to
retire said shares into treasury upon the repurchase. The
purchase price is $161,082 and was a condition of the funding of
the Series A Preferred Stock placement. $100,000 of such price
has been paid, with balance due on or before December 1, 1998.
The Company now has issued and outstanding 6,010,000 shares
of common stock, and 1,600 shares of Series A Preferred
Convertible Stock which Series A was issued to JNC Strategic
Fund, LTD.
Committees of the Board of Directors
The Registrant has no standing audit, nominating and
compensation committees of the Board of Directors, or committees
performing similar functions, nor does it propose to have the
same following the appointment of the new directors.
Meetings of the Board of Directors
There were irregular meetings of the Registrant's Board of
Directors during the current fiscal year, or during the past
fiscal year, as necessary for the reorganization and
restructuring to facilitate an acquisition.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current
fiscal year, no executive officer of the Registrant received cash
compensation other than reimbursement for expenses incurred on
behalf of the Registrant, no compensation was paid pursuant to a
plan, no other type of compensation was paid, no director
received compensation, and no termination of employment and
change of control arrangements were implemented other than those
set forth herein, except that the Company has entered into an
agreement to repurchase 432,500 shares of common stock owned by
Robert Soehngen and to retire said shares into treasury upon the
repurchase. The purchase price is $161,082 and was a condition
of the funding of the Series A Preferred Stock placement.
$100,000 of such price has been paid, with balance due on or
before December 1, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Notice
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 20, 1998 BOULDER CAPITAL OPPORTUNITIES III, INC.
by:/s/Alex Mardikian
Vice-President
