SILVER QUEST, INC.
15304 E. Monmouth Place
Aurora, Colorado 80015
COMMISSION FILE NUMBER 0-23535
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about April 23, 1998 to holders of
record on April 15, 1998 of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of Silver Quest, Inc., an Idaho corporation (the
"Company"). It is being furnished in connection with the change of the
Company's directors to be effected at a Board meeting to be held at the
closing of the transaction discussed below, to be held on or about May 4,
1998.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement") between the
Company and Pact Communication Group, Inc., a Florida corporation ("PACT"),
the Company has agreed to acquire all of PACT's issued and outstanding shares
of common stock (collectively, the "PACT Stock") in exchange for an aggregate
of 4,500,000 "restricted" shares of the Company's Common Stock (the
"Transaction"). As of the date of this Disclosure Statement, there are
345,000 shares of the Company's Common Stock issued and outstanding. As part
of the terms of agreement between the Company and PACT, the Company will
undertake a forward split of its issued and outstanding common stock in order
to establish the number of common shares issued and outstanding at closing to
be 500,000 shares. Accordingly, if all of the issued and outstanding shares
of PACT Stock are exchanged for the Company's Common Stock, the holders
thereof will own approximately 90% of the Company's 5,000,000 shares of Common
Stock which would then be issued and outstanding.
Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by Directors and Officers selected
by PACT's management (see "Directors and Executive Officers and Related
Transactions").
Consummation of the Transaction will result in a change of control. If
the Transaction is not consummated, the Company's current officers and
directors will not resign and there will not be a change in control. The
Company anticipates, but cannot assure, that the Agreement will be executed on
or about May 4, 1998, with the closing to occur shortly thereafter.
Reason for Disclosure Statement
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the "Commission")
with certain information not less than ten days prior to the date on which the
change will take place, or such other time period as may be established by the
Commission. This Disclosure Statement is being filed with the Commission and
sent to stockholders in compliance with that Rule.
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Information Relating to the Company's Securities
As of the date of this report, there are outstanding 345,000 shares of
the Company's Common Stock. Each outstanding share of Common Stock entitles
the record holder thereof to one vote on all matters which are to be presented
to stockholders for their consideration. The Common Stock is the only issued
and outstanding stock of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each
Director and all Directors and Officers as a group.
No. of Percentage
Name Shares Owned Ownership
Cheryl Miller(1) 150,000 43.5%
Lowell Miller(1) 30,000 8.7%
Carolyn H. Sagara(1) 30,000 8.7%
Phyliss C. Miller 26,000 7.5%
Vance B. Miller 20,000 5.8%
Wallace Westwood 20,000 5.8%
William Miller 25,000 7.3%
All Officers and 210,000 60.9%
Directors as a
Group (3 persons)
________________________
(1) Officer and/or director of the Company.
The following table sets forth as of the date hereof, certain information
with respect to all those known by the Company who, retroactively assuming
consummation of the Transaction, would be the record or beneficial owners of
more than 5% of its outstanding Common Stock, each newly-appointed director
and executive officer of the Company and all newly-appointed Directors as a
group. Except as indicated in the footnotes to the table, the listed
stockholders hold sole voting and investment power over their respective
shares.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
<S> <S> <C> <C>
Camilo Pereira CEO/President, Secretary 3,933,791 78.7%
2740 E. Oakland Park Blvd. and Treasurer
Suite 206/8
Ft. Lauderdale, FL 33306
George Elia Director 44,997 1.0%
570 SE 14 St.
Pompano Beach, FL 33060
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Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
Anthony N. Dean Director 11,320 *
19 Lyncroft
Ashington, Northumberland
United Kingdom
All Proposed Directors 3,990,108 79.8%
and Officers as a
Group (3 persons)
* Less than 1%
</TABLE>
Legal Proceedings
There are no legal proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five percent of the Company's Common Stock, or any associate of any of the
foregoing, is a party adverse to the Company or any of its subsidiaries or has
a material interest adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions
Directors and Executive Officers.
If and when the Transaction is consummated, the Company's current
officers and directors will resign and will be replaced, without stockholder
action, by the following Officers and Directors:
Name Age Position
Camilo Pereira 37 Chairman of the Board,
CEO/President, Secretary
and Treasurer
George Elia 54 Director
Anthony N. Dean 25 Director
Resumes:
Camilo Pereira, has been Chief Operating Officer of Pact Communication Group,
Inc. since its inception in September 1996 and President since February 1998.
From August 1988 to December 1989, Mr. Pereira developed and owned a
successful 12-unit chain of restaurants in Johannesburg, South Africa. While
there, in May 1989, and out of need to obtain certain kitchen equipment, he
founded a food equipment company, Continental, Pty. Due to the unstable
political situation that was present in South Africa at the time, in December
1992 Mr. Pereira sold his restaurant chain and relocated his food equipment
business to the United States under the name CaterQuip. In August 1996, Mr.
Pereira sold his Interest in CaterQuip. CaterQuip is still an active company,
located in Hong Kong, which manufactures and markets food equipment in Italy,
England, United States and several other countries. From 1986 to 1987, Mr.
Pereira attended Tadmor College in Israel and received a BA in Hotel
Administration from Tadmor's Central School of Hotel - "Arier-Avisar" in
Jerusalem, Israel in 1987. In 1987 he became a Certified Rooms Division
Executive by Michigan State University, a program sponsored by The Education
Institute of the American Hotel and Motel Association. As part of his
management activity in several hotel chains, Mr. Pereira designed
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and implemented computer software for use in the hospitality industry. Mr.
Pereira has several patents registered with the patent office for a food
processor, grill-scraper, fryers and livestock branding iron. From 1981 to
1984, Mr. Pereira served in the Israeli Defense Force and was a spokesperson
for the Israeli Consulate in Philadelphia. Mr. Pereira was decorated by the
IDF for his service during the Lebanon war of 1983. In November 1996, Mr.
Pereira filed a personal bankruptcy action under Chapter 7 in the United
States Bankruptcy Court for the Southern District of Florida. An order of
discharge was entered on February 18, 1997. He intends to devote
substantially all of his time to the business of the Company.
George Elia, director. Mr. Elia will become a director of the Company upon
closing of the Transaction. In addition to his role with the Company, Mr.
Elia is presently self-employed as a real estate and mortgage broker in the
South Florida area, a business which he commenced in February 1997. Prior,
from 1988 through January 1997, Mr. Elia was a licensed real estate broker
employed by Marriott Corp., an international hotel chain, and by the Sizzler
Steak House, Florida. Mr. Elia obtained a Bachelor of Arts degree from
Adelphi University, Long Island, New York in 1967. He intends to devote only
such time as necessary to the business of the Company.
Anthony Nigel Dean, director. Mr. Dean will become a director of the Company
upon closing of the Transaction. In addition to his role as a director of the
Company, in January 1997 Mr. Dean became network administrator of the Company.
Prior, from January 1996 through January 1997, Mr. Dean was employed as the
audit officer for Cherry Knowles Hospital, Tyneswear, England. From June 1994
through December 1995, he was unemployed. Mr. Dean obtained a Bachelor of
Science degree in physics from the University of Newcastle-on-Tine, England in
1994. He intends to devote substantially all of his time to the business of
the Company.
Compensation
For the fiscal year ended December 31, 1997, no officer or director of
PACT received remuneration in excess of $100,000. In March 1998, Camilo
Pereira, PACT's President, entered into a five year employment agreement
wherein he will be paid an annual salary of $125,000 and a bonus to be
determined in the future, based upon any after tax profits of the Company.
It is anticipated that Mr. Pereira will execute an applicable employment
agreement with the Company upon closing of the transaction described herein.
However, the specific terms of such agreement cannot be determined as of the
date of this information statement, but his annual salary is expected to
remain relatively constant with the disclosure included herein for the 12
months following closing of the Transaction. There are no other employment
agreements between PACT and its executive officers or directors.
In addition, PACT may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance. However, as of the date of this information statement,
no such plans have been adopted by the Company.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating
or compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year ended
December 31, 1997, the Directors held one meeting of the Board of Directors.
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Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during
the fiscal year ended December 31, 1997. The Company maintains a policy
whereby the directors and executive officers of the Company may be reimbursed
for out-of-pocket expenses incurred in the performance of their duties. The
Company did not reimburse any director or officer for such expenses during the
1997 fiscal year.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
Dated: April 23, 1998.
SILVER QUEST, INC.
s/Lowell Miller
Lowell Miller, President
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