UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check
the appropriate box:
[x ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
GRANITE DEVELOPMENT CORPORATION
- --------------------------------------------------------------------------------
Name of Registrant as Specified In Its Charter
- --------------------------------------------------------------------------------
Name of Person(s) Filing Proxy Statement
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
[ ] $500 for each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4).
1) Title of each class of securities 2) Aggregate number of securities
to which transaction applies: to which transaction applies:
- ------------------------------------- --------------------------------
3) Per unit price or other underlying Proposed maximum aggregate value
value of transaction computed pursuant of transaction:
to Exchange Act Rule 0-11:
- ----------------------------------------- --------------------------------
Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check the box if any part of the fee is offset as provided by the
Exchange Act Rule 0-11(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.
1) Amount Previously Paid: 2) Form, Schedule or Registration
Statement No.:
- ----------------------------- ------------------------------------
1
<PAGE>
3) Filing Party: 4) Date Finished:
- ----------------------------- ---------------------------------
Item 1. Date, Time and Place Information
The Special Stockholders Meeting to which this Proxy Statement applies
will be held on June 24, 1997 at 10 A.M. in the conference room at 3030
Bridgeway, Sausalito, California.
This Proxy Statement is being first sent to security holders on or
about June 9, 1997.
Item 2. Revocability of Proxy
Proxies may be revoked at any time provided written notice is given to
the company before the vote on any particular proposition is called.
Item 3. Dissenters' Rights of Appraisal
A security holders failure to vote against any matter to be acted upon
will constitute a waiver of his appraisal or similar rights. However, a vote
against a proposal will not be deemed to satisfy requirements under State law
with respect to appraisal rights.
Item 4. Persons Making the Solicitation
This solicitation is being made by the registrant. No Directors have
informed the registrant that they intend to oppose any of the matters proposed
to be acted on. The cost of the solicitation will be borne by the registrant.
Item 5. Interests of Certain Persons in Matters to be Acted Upon.
The Directors and Officers have no substantial interest in any matter
to be acted on at this meeting.
Item 6. Voting Securities and Principal Holders Thereof
There are 10,972,555 shares of Common stock outstanding each of which
is entitled to a single vote for each share held and 650,000 shares of Preferred
stock outstanding each of which is entitled to ten votes for each share held.
Shareholders of record on June 9, 1997 will be entitled to vote their interests
without the right to cumulative voting
Item 7. Directors and Executive Officers Not applicable since no directors
are being elected.
Item 8. Compensation of Directors and Executive Officers
Not applicable.
Item 9. Independent Public Accountants
Not applicable since no independent public accountant has provided
services in connection with this solicitation or matters to be acted upon.
Item 10. Compensation Plans
Not applicable.
2
<PAGE>
Item 11. Authorization or Issuance of Options, Warrants or Rights
Not applicable.
Item 12. Authorization or Issuance of Securities
Not applicable.
Item 13. Modification or Exchange of Securities
Not applicable.
Item 14. Mergers, Consolidations, Acquisitions and Similar Matters
Not applicable.
Item 15. Financial and Other Information
Not applicable since Items 12, 13 and 14 are not applicable.
Item 16. Acquisition or Disposition of Property
Not applicable.
Item 17. Restatement of Accounts
Not applicable.
Item 18. Action with Respect to Reports to be Acted Upon
The purpose of the meeting is to confirm the spin-off of a subsidiary
and distribution of shares of the subsidiary to the company's shareholders.
Substantially all of the shares of a wholly owned subsidiary,
Eco-Systems Marketing Corporation (ESM), were sold to Douglas Trust on July 17,
1996 as approved by a resolution of a Special Shareholders Meeting on that date.
ESM had no assets or liabilities as of that date. Ninety-five percent of ESM was
sold to Douglas Trust for $10, 000 which was paid by the cancellation of $10,000
worth of debt owed Douglas Trust by the company. It was also agreed to
distribute the remaining shares of ESM to the shareholders of the company. On
April 21, 1997, the name of ESM was changed to Rama Financial Corporation (RFC).
The action to be taken at the Special Shareholders meeting on June 24, 1997 is
to confirm the spin-off of ESM/RFC and to approve the distribution of five
percent of the shares of ESM/RFC to the shareholders of the company.
Item 19. Matters Not Required to Be Submitted
Not applicable.
Item 20. Amendment of Charter, Bylaws or Other Documents
Not applicable.
Item 21. Other Proposed Action
Not applicable.
3
<PAGE>
Item 22. Voting Procedures
A simple majority vote is required from the shareholders. There are
10,972,555 common shares and 650,000 preferred shares outstanding. Only votes
present in person or by proxy at the meeting will be counted.
4
<PAGE>
GRANITE DEVELOPMENT CORPORATION.
3614 Calle del Sol NE
Albuquerque, NM 87110
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jane Kelly, as Proxy, with the power to appoint
her substitute, and hereby authorizes her to represent and to vote, as
designated below, all the shares of Common Stock of Granite Development
Corporation, a Nevada corporation (the "Company") held on record by the
undersigned on June 9, 1997 at the Special Meeting of Stockholders to be held on
June 24, 1997, and at any adjournment thereof.
1. SPIN-OFF AND DISTRIBUTION OF RAMA FINANCIAL SHARES
Approve the spin-off and distribution of shares of Rama Financial
Corporation to the shareholders.
[ ] VOTE FOR the above action.
[ ] WITHHOLD AUTHORITY to vote for the action.
2. In her discretion, to vote upon such other business as may properly come
before the Special Meeting or any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
ABOVE ACTIONS.
Please sign exactly as name appears on your stock certificate. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please give full corporate name and indicate that execution is by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated: ______________, 1997.
Stockholder Name(s): ______________________________________________(Print)
- ----------------------------- ---------------------------------
Signature Signature if held jointly
MAIL TO THE ABOVE ADDRESS
5
<PAGE>
RAMA FINANCIAL CORPORATION
DISCLOSURE INFORMATION
June 1997
Rama Financial Corporation
21 Tamal Vista Boulevard, Suite 205
Corte Madera, California 94925
Telephone: 415-945-0620
Facsimile: 415-945-0061
<PAGE>
COMPANY OVERVIEW
Rama Financial Corporation (Rama), a Nevada corporation, is a development stage
enterprise engaged in asset management and business development. Rama was
incorporated in 1993 as Eco-Systems Marketing Corporation. The company was
acquired by the present management in July 1996 and changed its name to Rama
Financial Corporation in April 1997.
Rama is negotiating to acquire mineral reserves and other assets which do not
currently generate cash flow. The accumulation of these assets into the company,
with a consolidated financial statement, will enable the company to provide risk
balanced financial guarantees for various investments and projects. As the
assets grow, the company expects to participate in high yield investment
programs, development, and asset and cash management. The company expects to be
compensated for its services and to earn returns on its assets.
OFFICERS AND DIRECTORS
The Company's executives have experience in asset evaluation, asset management,
and in public companies.
Robert N. Roningen, Chairman of the Board
Mr. Roeningen is an attorney in private practice. He is involved in real estate
development and small business development. He is currently a Director and
Vice-President of Leadville Mining and Milling Corporation, a NASDAQ company,
and is a former Director and Vice-President of Franklin Consolidated Mining
Company. Mr. Roningen received a BA in Geology and a Juris Doctor degree from
the University of Minnesota.
Sam Podany, President and Director
Mr. Podany has over 25 years experience in raising venture capital. He is the
founder and CEO of Rama Development, Inc., a company which owns numerous mineral
leases. He is a former Vice-President of National Hydrocarbon Corporation and a
principal in Quattro Ventures. Mr. Podany received a BA in Mathematics and
English from the University of Wisconsin.
Douglas Tallant, Vice-President and Director
Mr. Tallant is president of Douglas Financial Corporation, a company
specializing in investment banking and corporate finance. He is an entrepreneur
experienced in the start-up and operation of companies, and he has successfully
managed four public companies. Mr. Tallant received a BA from the University of
Oklahoma.
1
<PAGE>
Donald L. Trapp, Secretary
Mr. Trapp is a businessman and systems analyst. He currently serves as Executive
Vice-President of Douglas Financial Corporation., a company specializing in
investment banking and corporate finance. He is a former Division Manager of the
Economic Analysis Division at Science Applications International Corporation.
Mr. Trapp received a BS from Harvey Mudd College and an MS in Nuclear
Engineering from M.I.T. He also attended the Graduate School of Industrial
Administration at Carnegie-Mellon University.
SHARES AND SHAREHOLDER EQUITY
The company has the authority to issue up to 10,000,000 Common Shares, par value
$0.001, and 1,000,000 Preferred Shares, par value $0.001. There are presently
10,000,000 common shares issued and outstanding.
The Company has an unaudited Shareholder's Equity of approximately $9,750. There
is minimal debt.
INCOME TAX CONSEQUENCES
There should be no adverse tax ramifications to the Granite Development
Corporation (Granite) shareholders from the distribution of Rama Financial
Corporation shares. There are no current earnings and profits or accumulated
earnings and profits within Rama and therefore the distribution of Rama stock to
shareholders of Granite of record June 9, 1997 as a dividend will be considered
a return of capital pursuant to IRC Section 301(c)(2) and then as a gain
pursuant to IRC Section 3019(c)(3) to the extent of the excess of fair market
value of the Rama shares over the shareholder's basis of Granite shares. The
fair market value of Rama shares has been estimated at $0.0012 per share.
2
<PAGE>
RAMA FINANCIAL CORPORATION
Balance Sheet as of 4/30/97
ASSETS
Current Assets
Cash 1,000
---------------
Total Current Assets 1,000
Fixed Assets
Furniture & Fixtures 450
Office Equipment 3,500
---------------
Total Fixed Assets 3,950
Other Assets
Goodwill 10,000
---------------
Total Other Assets 10,000
TOTAL ASSETS 14,950
===============
LIABILITIES & EQUITY
Current Liabilities
Accounts Payable 250
Loan Payable 4,950
---------------
Total Liabilities 5,200
Equity 9,750
TOTAL LIABILITIES & EQUITY 14,950
===============
3
