SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
PANDORA'S GOLDEN BOX
--------------------
(Name of Registrant as Specified in its Charter)
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fee is calculated and state how it was determined): N/A.
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[ ] Fee paid previously with preliminary materials.
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PANDORA'S GOLDEN BOX
11711 South Portland
Oklahoma City, Oklahoma 73170
(405) 692-5351
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to stockholders in
connection with resolutions providing for amendments to the Articles of
Incorporation as follows, to-wit:
1. Effect a forward split of its outstanding voting
securities on a basis of three for one, while retaining
the current authorized capital and par value, with
appropriate adjustments in the stated capital accounts
and capital surplus accounts;
2. Change the name of the Company to "Cole Computer
Corporation."
These resolutions were unanimously adopted by the Board of Directors
and majority stockholder in accordance with Sections 78.315 and 78.320 ,
respectively, of the Nevada Revised Statutes (the "Nevada Act"). See the
caption "Voting Securities and Principal Holders Thereof." This person owned
in excess of the required majority of the outstanding voting securities of the
Company necessary for the adoption of these amendments.
APPROXIMATE DATE OF MAILING: January 6, 1999
<PAGE>
The resolutions adopted by the Board of Directors and majority
stockholder provide for the name change and forward split. The name change
and forward split will become effective on the opening of business on the
twenty first day following the mailing of this Information Statement to the
Company's stockholders; and any executive officer, as required by the Nevada
Law, is entitled to execute and file the Articles of Amendment with the
Secretary of the State of the State of Nevada and such other agencies or
entities as may be deemed required or necessary.
These amendments are the only matters covered by this Information
Statement.
Section 78.390 of the Nevada Law provides that every amendment to
the Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment. Sections 78.315 and 78.320, respectively provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of stockholders, may adopt
such action without a meeting by written consent. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The directors, executive officers and majority stockholder who
adopted the resolutions to amend the Articles of Incorporation to change the
name of the Company and to effect the forward split outlined above
collectively own approximately 72% of the outstanding voting securities of the
Company. See the caption "Voting Securities and Principal Holders Thereof,"
herein.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings
or otherwise, in the proposed amendments to change the name and effect the
forward split of the Company's outstanding voting securities or in any action
covered by the related resolutions adopted by the Board of Directors and the
majority stockholder, which is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities
The securities that would have been entitled to vote if a meeting
was required to be held consist of shares of $0.001 par value common stock of
the Company. Each share of common stock is entitled to one vote. The number
of outstanding shares of common stock at the close of business on the date
hereof, the record date for determining stockholders who would have been
entitled to notice of and to vote on the amendments to the Company's Articles
of Incorporation, was 3,333,334.
Security Ownership of Principal Holders and Management
To the knowledge of management and based upon a review of the
stock ledger maintained by its transfer and registrar agent, the following
table sets forth the beneficial ownership of persons who own more than five
percent of the Company's common stock as of the date hereof, and the
shareholdings of management, to-wit:
Number and Percentage
Positions of Shares Beneficially
Name and Address Held Owned
- ---------------- ---- -----
Cynthia A. Cole Director, 2,409,000 - 72.2%
11711 South Portland President and Secretary
Oklahoma City, OK 73170
Homer O. Cole, III Chairman of the Board and - 0 - *
11711 South Portland Vice President
Oklahoma City, OK 73170
* Shares to be issued to Mr. Cole under the transaction described
under the caption "Changes in Control Since the Beginning of the Last Fiscal
Year," below, were issued to Ms. Cole. Mr. and Ms. Cole are husband and wife.
Contractual Arrangements Regarding Changes in Control.
- -----------------------------------------------------
On December 23, 1998, the Company completed an Agreement and Plan of
Reorganization (the "Plan") with Electronic Service Co., Inc., an Oklahoma
corporation doing business as "Computer Masters" ("Computer Masters"); and the
stockholders and subscribers to purchase common stock of Computer Masters (the
"Computer Masters Stockholders" and the "Computer Masters Subscribers,"
respectively). Under the Plan, the Company acquired all of the issued and
outstanding securities of Computer Masters and the Computer Masters
Stockholders became the controlling stockholders of the Company in a
transaction viewed as a reverse acquisition. The Plan was treated as a
recapitalization of the Company for accounting purposes.
Changes in Control Since the Beginning of the Last Fiscal Year.
- --------------------------------------------------------------
The Plan was adopted, ratified and approved by unanimous consent of
the Board of Directors of the Company on December 21, 1998.
The former principal stockholders of the Company and their
percentages of ownership of the outstanding voting securities of the Company
prior to the completion of the Plan were: David M. Klausmeyer, who owned
30,834 shares of the Company (12.8%); Linda W. Plemmons, who owned 33,334
shares (13.9%); Q-Marq Securities Ltd., which owned 35,334 shares (14.7%);
Leonard W. Burningham, Esq., who owned 20,000 shares (8.3%); James D. Gravely,
who owned 15,000 shares (6.2%); James P. Taney, who owned 15,000 shares
(6.2%); and Kelly N. Taylor, who owned 14,000 shares (5.8%). Prior to the
completion of the Plan, the Company's directors and executive officers were:
Sam Bono (President and Director); and Carol Novick (Secretary/Treasurer and
Director). Each of the Company's directors and executive officers owned
20,000 shares (8.3%) of the Company's common stock prior to the completion of
the Plan.
The source of the consideration used by the Computer Masters
Stockholders to acquire their respective interests in the Company was the
exchange of all of the issued and outstanding securities of Computer Masters
in accordance with the Plan.
The basis of the "control" by the Computer Masters Stockholders is
stock ownership.
An 8-K Current Report of the Company to be dated December 23, 1998,
will be filed with the Securities and Exchange Commission (the "Commission")
on or before January 7, 1999. Once it is filed, this Report, and other
Reports of the Company, may be reviewed on the Internet at www.sec.gov in the
EDGAR Archives.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
On December 23, 1998, the Company completed an Agreement and Plan of
Reorganization (the "Plan") with Electronic Service Co., Inc., an Oklahoma
corporation doing business as "Computer Masters" ("Computer Masters"); and the
stockholders and subscribers to purchase common stock of Computer Masters (the
"Computer Masters Stockholders" and the "Computer Masters Subscribers,"
respectively). Under the Plan, the Company acquired all of the issued and
outstanding securities of Computer Masters, and the Company's sole business
operations are the business operations of Computer Masters. Management wishes
to change the Company's name to "Cole Computer Corporation" to more accurately
reflect its current business.
Management has decided to split the Company's issued and outstanding
shares on a basis of three-for-one in order to increase the "public float" and
potentially increase the liquidity of the Company's shares.
Section 78.590 of the Nevada Law provides that every amendment to
the Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment. Sections 78.315 and 78.320, respectively provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a meeting by
written consent.
Resolutions to change the name of the Company and to effect the
forward split outlined above were unanimously adopted by the Board of
Directors and the majority stockholder, who owns a majority of the outstanding
voting securities of the Company, by written consent in accordance with
Sections 78.315 and 78.320, respectively, of the Nevada Law. This person
owned in excess of the required majority of the outstanding voting securities
of the Company necessary for the adoption of the amendments. See the caption
"Voting Securities and Principal Holders Thereof," herein.
The effective date of the name change and forward split will be
January 27, 1999.
THE MAJORITY STOCKHOLDER OF THE COMPANY WHO HAS CONSENTED TO THE CHANGE OF
THE COMPANY'S NAME AND THE FORWARD SPLIT OWNS SUFFICIENT VOTING SECURITIES OF
THE COMPANY TO ADOPT THESE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE
COMPANY AND HAS DONE SO, TO BE EFFECTIVE ON JANUARY 27, 1999; NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE IS REQUESTED.
TRANSFER OF STOCK CERTIFICATES
On or after January 27, 1999, stockholders may forward their stock
certificates to Nevada Agency & Trust Company, 50 West Liberty Street, Suite
880, Reno, Nevada 89501, Telephone (702) 322-0626, together with $15 for each
stock certificate requested to be issued or transferred for new stock
certificates bearing the new name of the Company, reflecting the forward split
and its new Cusip Number. If stock certificates are being transferred into
the same name, no signature is required; if being transferred to a new name,
the stock certificate submitted must be signed and the signature must be
guaranteed by a "Medallion Member" bank or broker dealer. A stock power
similarly signed and guaranteed will also be acceptable.
BY ORDER OF THE BOARD OF DIRECTORS
December 23, 1998 Cynthia A. Cole
President and Sole Director
