UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Strategia Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
86268Q108000
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(CUSIP Number)
Hugh L. Hallman, Esq.
Hallman & Affiliates, P.C.
2011 N. Campo Alegre Road, Suite 100
Tempe, AZ 85281
480-424-3900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 5, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 86268Q108000 SCHEDULE 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Proprietary Industries, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Corporation organized under the laws of Alberta, Canada
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7 SOLE VOTING POWER
144,976,000 shares of Common Stock (includes convertible
preferred stock)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 144,976,000 shares of Common Stock (includes convertible
PERSON preferred stock)
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,976,000 shares of Common Stock (includes convertible preferred stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
97.0%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 86268Q108000 SCHEDULE 13D Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
The title and class of equity securities to which this statement relates are:
Common Stock, no par value.
The name, address and the principal executive offices of the issuer of such
securities are:
Strategia Corporation
c/o Proprietary Industries, Inc.
1530 W. 10th Place
Tempe, AZ 85281
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the reporting person is Proprietary Industries, Inc., a
corporation organized under the laws of Alberta, Canada, whose principal
business address is Suite 500, 603 7th Avenue S.W., Calgary, Alberta, Canada T2P
2T5. Proprietary Industries, Inc. is a holding company that manages a
diversified portfolio of real estate, natural resource and related financial
assets and investments.
(d) During the last five years Proprietary Industries, Inc. has not been
convicted in any criminal proceeding.
(e) During the last five years, Proprietary Industries, has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction. Proprietary Industries is not subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Proprietary obtained 10,000,000 shares of common stock and 134,976 shares of
Series AAA Preferred Stock (each of which is convertible into 1,000 shares of
common stock) of Strategia Corporation in exchange for its 142,936,749 shares of
EnerGCorp., Inc., a Florida corporation. The exchanged shares represented
approximately 95.6% of the issued and outstanding shares of common stock of
EnerGCorp., Inc. Proprietary Industries, Inc. was the sole owner of the
EnerGCorp., Inc. shares, and had sole voting and dispositive power over such
shares.
ITEM 4. PURPOSE OF TRANSACTION.
Proprietary Industries, Inc. acquired the shares for the purpose of obtaining
control of Strategia Corporation, as an alternative to the liquidation of
Strategia Corporation, and with the approval of the Strategia Corporation board
of directors in office immediately prior to the exchange.
(a) Each of the 134,976 shares of Series AAA Preferred Stock issued in the
exchange is convertible into 1,000 shares of common stock, and are entitled to
vote with the common stock on all matters. Each of the 134,976 shares of Series
AAA Preferred Stock is entitled to that number of votes as is equal to the
number of shares of common stock into which it is convertible, whether or not
the conversion could be effected. Thus, Proprietary Industries is deemed to hold
144,976,000 shares of common stock. Strategia Corporation does not presently
have a sufficient number of authorized shares to effect the full conversion of
the Series AAA Preferred Stock. However, the board of directors of Strategia
Corporation in office immediately prior to the exchange approved an amendment to
its articles of incorporation to increase the authorized number of shares to
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CUSIP NO. 86268Q108000 SCHEDULE 13D Page 4 of 6 Pages
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150,000,000, a number that would be sufficient to permit the full conversion of
the Series AAA Preferred Stock. The Board of Directors of Strategia Corporation
in office immediately prior to the exchange recommended that the shareholders
approve adoption of the amendment. Proprietary Industries, Inc. has agreed to
call a special shareholder meeting for the purpose of considering the amendment
within six months from December 5, 2000, and has agreed to vote its shares in
favor of the amendment. If the shareholders do not approve the amendment or if
Proprietary's ability to vote its shares is restricted or otherwise impaired in
any material respect, Proprietary Industries, Inc. has the right to rescind the
exchange. This right must be exercised prior to the expiration of the six-month
period. If the amendment is approved, and Proprietary's ability to vote its
stock is not restricted or otherwise limited in any material respect,
Proprietary intends to convert its Series AAA Preferred Stock into common stock.
(b) Prior to consummation of this transaction, Strategia Corporation had
sold substantially all of its assets and distributed its net worth to its
shareholders. If the Strategia Corporation shareholders fail to approve the
amendment to the articles of incorporation or if Proprietary's ability to vote
its shares is restricted or otherwise limited in any material respect, and
Proprietary Industries exercises its rescission right, then it is expected that
Strategia Corporation would be dissolved. If Strategia is not dissolved,
Proprietary may effect a stock exchange with the remaining shareholders of
EnerGCorp., Inc., which would cause the EnerGCorp., Inc. shareholders to become
shareholders of Strategia, and would render EnerGCorp., Inc. a wholly-owned
subsidiary of Strategia.
(c) Prior to consummation of this transaction, Strategia Corporation
had sold substantially all of its assets and distributed its net worth to its
shareholders. If the Strategia Corporation shareholders fail to approve the
amendment to the articles of incorporation or if Proprietary's ability to vote
its shares is restricted or otherwise limited in any material respect, and
Proprietary Industries exercises its rescission right, then it is expected that
Strategia Corporation would be dissolved.
(d) As part of the transaction, the Strategia Corporation board of
directors in office immediately prior to the exchange resigned upon consummation
of the exchange, and elected Mr. Grant Sardachuk as the sole remaining director.
Mr. Sardachuk has filled the three vacancies on Strategia Corporation's board of
directors by appointing the following persons: Peter J. Workum, who is the
President of Proprietary Industries, Inc.; Christopher Grace, who is the
President of ReyWest Development Corp., a company engaged in real estate
management and investment; and Robert Fillion, who is a Vice President of Swiss
Asset Management, Inc., an affiliate of Proprietary Industries, Inc. Mr.
Sardachuk is not an affiliate of Proprietary Industries, Inc.
(e) Proprietary Industries has no plans for any material change in the
current capitalization or dividend policy of the issuer, except the change in
capitalization resulting from the exchange, which includes approval of the
increase in the authorized number of shares, the conversion of the Series AAA
Preferred Stock into common stock, and a reverse split of outstanding shares.
Proprietary may effect a stock exchange with the remaining shareholders of
EnerGCorp., Inc., which would cause the EnerGCorp., Inc. shareholders to become
shareholders of Strategia, and would render EnerGCorp., Inc. a wholly-owned
subsidiary of Strategia.
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CUSIP NO. 86268Q108000 SCHEDULE 13D Page 5 of 6 Pages
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(f) Strategia Corporation had ceased to conduct business prior to
consummation of the transaction. Proprietary has no specific plans for
operational changes for Strategia; however, may effect a stock exchange with the
remaining shareholders of EnerGCorp., Inc., which would cause the EnerGCorp.,
Inc. shareholders to become shareholders of Strategia, and would render
EnerGCorp., Inc. a wholly-owned subsidiary of Strategia. In addition,
Proprietary contemplates changing Strategia's fiscal year to September 30th to
correspond to Proprietary's fiscal year end. Finally, Proprietary is evaluating
whether to change Strategia's corporate domicile from Kentucky to Delaware.
(g) Proprietary plans to call a special meeting of Strategia Corporation's
shareholders to approve the amendment to the articles of incorporation
increasing the authorized number of shares. If approved, Proprietary intends to
convert its Series AAA Preferred Stock. Proprietary may also ask the
shareholders to approve a reverse stock split which would reduce the number of
outstanding shares, and to approve the redomestication of Strategia from
Kentucky to Delaware.
(h) Strategia was delisted from AMEX in October, 2000. Proprietary intends
to pursue the reinstatement of Strategia's listing.
(i) Proprietary has no plans for a class of equity securities of the issuer
becoming eligible for termination of registration pursuant to Section 12 (g) (4)
of the Securities Exchange Act of 1934.
(j) Proprietary has no plans for any action similar to those enumerated
above but not described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Proprietary owns 10,000,000 shares of common stock and 134,976 shares
of Series AAA Preferred Stock of Strategia Corporation. Each share of the Series
AAA Preferred Stock is convertible into 1,000 shares of common stock.
Proprietary is deemed to own 144,976,000 shares of common stock, assuming full
conversion of the Series AAA Preferred Stock. Assuming full conversion of the
Series AAA Preferred, such ownership represents approximately 97.0% of the
issued and outstanding shares of Strategia. Strategia Corporation presently does
not have sufficient authorized shares to effect the conversion of the Series AAA
Preferred; however, its board of directors in office immediately prior to the
exchange approved an amendment to its articles increasing the authorized number
of shares from 15,000,000 to 150,000,000. Approval of this amendment will be
submitted to Strategia's shareholders.
(b) Proprietary has the sole power to vote, direct the vote, dispose and
direct the disposition of all of the shares of Common Stock and Preferred Stock
which it owns. It does not share with anyone the power to vote, direct the vote,
dispose or direct the disposition of any other shares of Common Stock.
(c) No purchases or sales of Strategia Corporation Common Stock have been
made by Proprietary within the past 60 days except as set forth herein.
(d) No person other than Proprietary has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of the
Common Stock or Preferred Stock which it owns.
(e) Not applicable.
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CUSIP NO. 86268Q108000 SCHEDULE 13D Page 6 of 6 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Proprietary is not a party to any contracts, agreements, understandings or
relationships (legal or otherwise) with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, except as described herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached as Exhibit 1 is a copy of the Agreement Concerning the Exchange of
common Stock between Strategia Corporation and Proprietary Industries, Inc.,
dated as of December 1, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to
Proprietary Industries, Inc. is true, complete and correct.
Dated: December 15, 2000 Proprietary Industries, Inc.
By: /s/ Peter J. Workum
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Peter J. Workum, President
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
