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
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Name of Registrant as Specified In Its Charter
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Name of Person(s) Filing Proxy Statement, if other than the Registrant
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities 2) Aggregate number of securities
to which transaction applies: to which transaction applies:
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3) Per unit price or other underlying Proposed maximum aggregate value
transaction computed pursuant of transaction:
to Exchange Act Rule 0-11:
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[ ] 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.:
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3) Filing Party: 4) Date Finished:
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Item 1. Date, Time and Place Information
The Special Stockholders Meeting to which this Proxy Statement applies
will be held on May 14, 1998 at 10 A.M. at 3030 Bridgeway, Sausalito,
California.
This Proxy Statement is being first sent to security holders on or
about April 30, 1998.
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 600,000 shares of Common stock outstanding each of which is
entitled to a single vote for each share held and 500 shares of Preferred stock
outstanding each of which is entitled to ten votes for each share held.
Shareholders of record on April 30, 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.
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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, Shiva
Assets, Inc. (SAI), were sold to Douglas Trust on July 18, 1996 as approved by a
resolution of a Special Shareholders Meeting on that date. SAI had no assets or
liabilities as of that date. Ninety-five percent of SAI was sold to Douglas
Trust for $10,000 which was paid by the cancellation of $10,000 worth of debt
owed by the company. It was also agreed to distribute the remaining shares of
SAI to the shareholders of the company. The action to be taken at the Special
Shareholders meeting on May 14, 1998 is to confirm the spin-off of SAI and to
approve the distribution of five percent of the shares of SAI 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.
Item 22. Voting Procedures
A simple majority vote is required from the shareholders. There are
600,000 common shares and 500 preferred shares outstanding. Only votes present
in person or by proxy at the meeting will be counted.
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GRANITE DEVELOPMENT CORPORATION.
817 South Carson
Carson City, Nevada 89701
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gary Lutrell, 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 Rama Financial Corporation,
a Nevada corporation (the "Company") held on record by the undersigned on April
30, 1998 at the Special Meeting of Stockholders to be held on May 14, 1998, and
at any adjournment thereof.
1. SPIN-OFF AND DISTRIBUTION OF SHIVA ASSETS, INC. SHARES
Approve the spin-off and distribution of shares of Shiva Assets, Inc. to
the shareholders.
[ ] VOTE FOR the above action.
[ ] WITHHOLD AUTHORITY to vote for the action.
2. In his 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: , 1998.
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Stockholder Name(s): (Print)
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Signature Signature if held jointly
MAIL TO THE ABOVE ADDRESS
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SHIVA ASSETS, INC.
DISCLOSURE INFORMATION
March 1998
Shiva Assets, Inc.
4438 North Highway 61, Suite 118
St. Paul, Minnesota 55110
Telephone: 612-653-0984
Facsimile: 612-653-7957
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COMPANY OVERVIEW
Shiva Assets, Inc. (SAI), a Texas corporation, is a development stage enterprise
engaged in asset management and business development. SAI was incorporated in
1992 as Conquest Marketing Corporation. The company was acquired by Granite
Development Corporation in March 1996. Ninety-five percent of the company was
sold to Douglas Trust in July 1996. The present management acquired the company
and changed its name to Shiva Assets, Inc. in December 1997. The remaining five
percent of the company is being distributed to the shareholders of Granite
Development Corporation.
SAI is negotiating to acquire mineral reserves with cash and stock. The Company
plans to develop these mineral reserves, to extract and process the minerals,
and to generate income from them. The company is currently negotiating to
acquire several businesses for cash and stock. The company expects to earn
returns on its assets and the businesses it develops and acquires.
OFFICERS AND DIRECTORS
The Company's executives have experience in asset evaluation, asset management,
mining and in public companies.
Douglas Tallant, Chairman of the Board
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.
Sam Podany, President and Director
Mr. Podany has over 25 years experience in raising venture capital. He is the
founder and CEO of SAI 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.
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.
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SHARES AND SHAREHOLDER EQUITY
The company has the authority to issue up to 1,000,000 Common Shares, par value
$0.001, and no Preferred Shares. There are presently 500,000 common shares
issued and outstanding.
The Company has an unaudited Shareholder's Equity of $22,888. There is no debt.
INCOME TAX CONSEQUENCES
There should be no adverse tax ramifications to the Rama Financial Corporation
(Rama) shareholders from the distribution of Shiva Assets, Inc.shares. There are
no current earnings and profits or accumulated earnings and profits within SAI
and therefore the distribution of SAI stock to shareholders of Rama Financial
Corporation of record November 17, 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 SAI shares over the shareholder's basis of Rama shares.
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SHIVA ASSETS, INC.
Balance Sheet as of 12/31/97
ASSETS
Current Assets
Cash 1,000
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Total Current Assets 1,000
Fixed Assets
Furniture & Fixtures 6,600
Office Equipment 3,200
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Total Fixed Assets 9,800
Other Assets
Goodwill 10,000
Investment-Subsidiary 7,000
Organization Costs 5,000
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Total Other Assets 22,000
TOTAL ASSETS 32,800
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LIABILITIES & EQUITY
Current Liabilities
Accounts Payable 112
Loans Payable 9,800
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Total Liabilities 9,912
Equity 22,888
TOTAL LIABILITIES & EQUITY 32,800
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