SUNBURST ACQUISITIONS IV, INC.
4807 S. Zang Way
Morrison, Colorado 80465
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
*******
INTRODUCTION
This Information Statement is being mailed on or before August
4, 1999, to holders of record on August 2, 1999, of shares of Common
Stock ("Common Stock") of Sunburst Acquisitions IV, Inc., a Colorado
corporation (the "Company") in connection with an anticipated change
in all members of the Company's Board of Directors. The information
contained in this Information Statement regarding the persons designated
to become directors of the Company has been furnished to the Company
by third parties and the Company assumes no responsibility for its
accuracy or completeness.
The Company was formed as a "blind pool" or "blank check"
company, whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or other
similar type of transaction. The Company has now identified a business
opportunity it wishes to acquire and is prepared to proceed with
implementation of its business plan through completion of the proposed
acquisition.
This Information Statement is being delivered to provide
information regarding anticipated changes in the membership of the
Board of Directors of the Company as a result of completion of the
proposed business acquisition, and is provided for information purposes
only. You are urged to read this Information Statement carefully.
However, no action on your part is sought or required.
On or about July 9, 1999, the Company entered into a Stock
Purchase and Merger Agreement (the "Agreement") with Prologic
Management Systems, Inc., an Arizona corporation ("Prologic"). Under
the terms of the Agreement, the Company subscribed for the purchase
of shares in Prologic. The subscription is to be completed in two
separate tranches, and following completion of the second tranche the
Company will own approximately 52.85% of the outstanding stock of
Prologic. The Agreement also contemplates that following completion
of the second tranche, Prologic will be merged into the Company or into
a newly created wholly-owned subsidiary of the Company.
In conjunction with execution of the Agreement, the Company
and certain of its shareholders agreed to complete a four step
reorganization which includes (i) the sale by five current shareholders of
the Company of a total of 385,000 shares of common stock; (ii) the
voluntary surrender for cancellation of a total of 436,000 shares of
common stock, reducing the number of issued and outstanding shares
from 2,435,000 to 1,999,000; (iii) completion of a 20:1 forward split
increasing the number of issued and outstanding shares to 39,980,000;
and (iv) the voluntary surrender for cancellation of a total of 31,680,000
shares, reducing the number of issued and outstanding shares (following
completion of the forward split described above) to 8,300,000.
The first two steps of the reorganization plan of the Company, as
described above, have been completed. Completion of the two
remaining steps of the reorganization will result in a change in control
of the Company. Following completion of all of the steps in the
reorganization process, the initial shareholders of the Company will own,
in the aggregate, a total of 600,000 shares, or approximately 7.2% of the
issued and outstanding stock. In addition, upon completion of the
reorganization, the current officers and directors of the Company will
resign and new officers and directors will be appointed.
It is the intention of the Company's officers and directors to
complete all stages of the Company's reorganization as soon as
reasonably possible, but in any event no later than August 20, 1999.
One condition precedent to completion of the reorganization is
compliance with Rule 14f-1 of the Securities and Exchange Commission
which requires the Company to provide prior written notice to its
shareholders of the anticipated change in identity of the members of its
Board of Directors.
<PAGE>
MANAGEMENT
The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Michael R. Quinn 75 President, and a
Director since
August, 1997.
Jay Lutsky 56 Secretary/Treasurer,
and a Director since
August, 1997.
</TABLE>
The directors named above will serve until the next annual
meeting of the Company's stockholders. Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting. Officers
will hold their positions at the pleasure of the board of directors, absent
any employment agreement, of which none currently exists or is
contemplated. There is no arrangement or understanding between any
of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected as a
director or officer.
The directors and officers will devote their time to the
Company's affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month, or more
than forty hours per month, but more than likely will fall within the
range of five to ten hours per month.
Biographical Information
MICHAEL R. QUINN
Mr. Quinn has served as President and Director of the Company
since its inception. He has been involved with several development
stage companies. He consults with companies contemplating trading
publicly and his services consist of corporate structuring, management,
accounting, productions, sales, etc. Mr. Quinn earned the degrees of
Metallurgical Engineer and Engineer of Mines at the Colorado School
of Mines in 1946. He did graduate work and was employed as a
research assistant at MIT.
Over the last six years, Mr. Quinn has served as a consultant to
equity holders involved in a bankruptcy case, as a consultant and lead
plaintiff in three lawsuits, all of which have resulted in favorable
decisions for the plaintiff.
He served as President, Treasurer and Director of O.T.C. Capital
Corporation ("OTC"). OTC acquired Capital 2000 and is currently
actively trading. He was a founder of American Leverage, Inc., and
was its Secretary/Treasurer and a Director until American Leverage, Inc.
acquired Data National Corporation ("Data"). Data is active, profitable
and in a growth mode. Until November, 1997, Mr. Quinn was an
officer and served on the board of directors of Gatwick, Ltd., a
Regulation A public company. In November, 1997, Gatwick, Ltd.,
changed its name to AIM Smart Corporation and completed a share
acquisition transaction with Smart AIM Corporation, a Michigan
corporation. Mr. Quinn also currently serves on the board of Sunburst
Acquisitions III, Inc., Sunburst Acquisitions V, Inc., Sunburst
Acquisitions VI, Inc., Sunburst Acquisitions VII, Inc. and Sunburst
Acquisitions VIII, Inc., all of which are blind pool or blank check
companies he has formed in conjunction with Mr. Lutsky.
JAY LUTSKY
Mr. Lutsky has served as Secretary/Treasurer, and as a Director
of the Company since its inception. From 1968 to 1974, Mr. Lutsky
was employed at United Bank of Denver in various management
positions, including Guaranteed Check Manager, Corporate Programs
Manager and Executive Lending Officer. From April 1974 through
April 1980, Mr. Lutsky was involved in the publishing and ski
promotions business, serving as President of Mountain States Ski
Association, a company he helped to start. From August 1983 through
September 1985, Mr. Lutsky worked in the positions of General
Manager of the SumFun Program, Regional marketing Manager, and
Investor Relations Manager for Gold C Enterprises, Inc., a
publicly-traded Colorado corporation that published discount coupon
books. Since May of 1980, Mr. Lutsky has done business as Dolphin
& Associates, a private consulting firm and he has managed his personal
investment portfolio.
Mr. Lutsky has served on the board and been president of several
public companies. From December 1986 through May, 1990, Mr.
Lutsky served as president of Eagle Venture Acquisitions, Inc.
("Eagle"). Eagle merged with Network Financial Services, Inc.
("Network") in May 1990. Mr. Lutsky continued on the board of
Network which traded on the NASDAQ system until December, 1993.
Mr. Lutsky was a vice-president and served on the board of Starlight
Acquisitions, Inc. ("Starlight") a blank check offering. Starlight
merged with Toucan Gold Corporation ("Toucan"), TUGO-Bulletin
Board, on May 10, 1996. Mr. Lutsky now serves as an advisor to the
current board of directors of Toucan. Until November, 1997, Mr.
Lutsky was an officer and served on the board of directors of Gatwick,
Ltd., a Regulation A public company. In November, 1997, Gatwick,
Ltd., changed its name to AIM Smart Corporation and completed a share
acquisition transaction with Smart AIM Corporation, a Michigan
corporation. Mr. Lutsky also currently serves on the board of directors
of Sunburst Acquisitions III, Inc., Sunburst Acquisitions V, Inc.,
Sunburst Acquisitions VI, Inc., Sunburst Acquisitions VII, Inc. and
Sunburst Acquisitions VIII, Inc., all of which are blind pool or blank
check companies he has formed in conjunction with Mr. Quinn.
He earned a Bachelor of Science degree from Kent State
University in 1967.
There are no family relationships between any of the directors or
officers of the Company.
The Company has no standing audit, nominating or compensation
committees of the board of directors, or any committees performing
similar functions.
The Company's board of directors has not held any formal
meetings during the fiscal year which will end August 31, 1999.
Compliance With Section 16(a) of the Exchange Act.
Michael R. Quinn and Jay Lutsky were each required to file an
Initial Statement of Beneficial Ownership of Securities on Form 3 at the
time of the registration of the Company's securities under Section 12(g)
of the Exchange Act. Neither of them made a timely filing on Form 3,
or a timely filing on Form 5 for the fiscal year ended August 31, 1998.
They have each represented to the Company that they will complete all
required filings under Section 16(a) on or before August 31, 1999.
<PAGE>
DESIGNEES AS COMPANY DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each
of the persons expected to be appointed to the Company's Board of
Directors and each of the persons expected to be appointed as an
executive officer of the Company following completion of the
reorganization described herein:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Theodore J. Georgelas 51 President
& Director
</TABLE>
Biographical Information
Mr. Georgelas will become the interim President and the sole
Director of the Company following completion of all steps in the
reorganization of the Company and the resignations of the current
officers and directors. Since January, 1996, he has been the President
and Chief Executive Officer of Sector Communications, Inc. He has
been the Manager/Member of G & S International L.C. (developers of
commercial, retail, industrial and residential properties both domestically
and internationally) for at least the last six years. He serves on the
Executive Committee and Board of Directors of United Bankshares, Inc.
He is co-founder of a cellular telephone business in Delaware and a co-
founder of DBE Software, Inc., a software company marketing a
database utility programming tool.
SECURITY OWNERSHIP OF CERTAIN CURRENT BENEFICIAL
OWNERS AND MANAGEMENT
As of August 2, 1999, the Company had a total of 1,999,000
shares of Common Stock issued and outstanding. However, the
Company's board of directors has authorized a 20:1 forward split of all
issued and outstanding shares, effective August 18, 1999, for
shareholders of record as of August 16, 1999, following which the
Company will have a total of 39,980,000 shares issued and outstanding.
The following table sets forth the number of shares of Common Stock
owned of record and beneficially by current executive officers, directors,
persons who hold 5% or more of the outstanding Common Stock of the
Company and by current officers and directors as a group (after giving
effect to the 20:1 forward split). The table also reflects the number of
shares which are expected to be owned by such persons following their
surrender for cancellation of a total of 31,680,000 shares (which is the
final step of the Company's reorganization process).
<TABLE>
Number of Shares Percent of
Owned Beneficially Class Owned
Name and After After
Address Current Reorg. Current Reorg.
<S> <C> <C> <C> <C>
Jay Lutsky <F1>
4807 S. Zang Way
Morrison, CO 80465
16,160,000 300,247 40.42% 3.62%
Michael R. Quinn<F1>
2082 Cherry Street
Denver, CO 80207
16,120,000 299,753 40.32% 3.61%
All current directors
and executive officers (2 persons)
32,280,000 600,000 80.74% 7.23%
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
</FN>
</TABLE>
SECURITY OWNERSHIP OF CERTAIN FUTURE BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of the date of completion of the
transactions contemplated by the Reorganization Agreement, the number
of shares of Common Stock expected to be owned of record and
beneficially by persons who are expected to be appointed as directors
and executive officers of the Company, by persons who are expected to
then hold 5% or more of the outstanding Common Stock of the
<PAGE>
Company and all
future officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address Owned Beneficially of Class
<S> <C> <C>
Theodore Georgelas
7601 Lewinsville Road, Suite 250
McLean, Va 22102 0 0%
Millsec & Co
Miller, Johnson & Kuehn
5500 Wayzata Blvd, Suite 800
Minneapolis, MN 55416 2,000,000 24.10%
Bristol Capital, LLC
11611 San Vicente Blvd, Suite 615
Los Angeles, CA 90049 675,000 8.13%
All directors and
executive officers as
a group (1 in number) 0 0%
</TABLE>
EXECUTIVE COMPENSATION OF CURRENT MANAGEMENT
At inception (August, 1997), the current directors and executive
officers of the Company, Jay Lutsky and Michael R. Quinn each
received the equivalent of a total of 16,500,000 shares of Common Stock
(giving effect to the 20:1 forward split contemplated as part of the
reorganization of the Company) for services rendered to the Company
in investigating and developing the Company's business plan and for
agreeing to be a director and officer. The shares issued to each of the
directors and officers were valued on the books of the Company at the
equivalent of approximately $0.00005 per share, resulting in total
compensation to each of such officers and directors of $825. No officer,
director or any other person has received any other remuneration or
compensation from the Company.
<PAGE>
LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated. No director,
officer or affiliate of the Company, and no owner of record or beneficial
owner of more than five percent (5%) of the securities of the Company,
or any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the
Company in reference to pending litigation.
*******
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
August 4, 1999.
