ardent_14f1.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14F-1
REPORT
OF CHANGE IN MAJORITY OF DIRECTORS
Information
Statement Pursuant to Section 14(f) of the Securities
Exchange
Act of 1934 and Rule 14f-1 thereunder
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-50994
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88-1471870
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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2
Park Plaza
Suite
450
Irvine,
California 92614
(Address of principal
executive offices, including zip code)
(949)
752-1100
(Registrant’s
telephone number, including area code)
ARDENT
MINES LIMITED
2 Park
Plaza
Suite
50
Irvine,
California 92614
Information
Statement Pursuant to Section 14(f) of the Securities
Exchange
Act of 1934 and Rule 14f-1 thereunder
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO SHAREHOLDERS OF ARDENT MINES LIMITED
FOR INFORMATIONAL PURPOSES ONLY. NO VOTE OR OTHER ACTION OF THE
SHAREHOLDERS OF ARDENT MINES LIMITED IS REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT
TO SEND A PROXY TO ARDENT MINES LIMITED
Introduction
This Information Statement is being
furnished to shareholders of record as of May 27, 2008, of the outstanding
shares of common stock, $0.00001 par value (the “Common Stock”) of Ardent Mines
Limited, a Nevada corporation (the “Company”), pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1
promulgated thereunder, in connection with the sale by Taras Chebountchak, the
sole director and holder of 5,000,000 shares of Common Stock to eight
individuals (the “Purchasers”) pursuant to individual Stock Purchase Agreements
dated as of March 20, 2008 (the “Stock Purchase Agreements”). No Purchaser
purchased 5% or more of the total Common Stock outstanding.
Description
of the Change in Majority of Directors
On March 20, 2008, Taras Chebountchak,
shareholder and sole director of the Company (“Chebountchak”), holding 35.07% of
the shares of the outstanding Common Stock, consummated stock sale transactions
with eight individuals, divesting his ownership of Common Stock to less than one
percent of the total outstanding Common Stock of the Company.
As part of the Change in Majority of
Directors event, Mr. Chebountchak entered into separate Stock Purchase
Agreements with the Purchasers, pursuant to which the Purchasers purchased a
total of 5,000,000 shares of Common Stock. Mr. Chebountchak received
a total of $10,000.00 for the sale of the shares.
Additionally, as part of the Change in
Majority of Directors event and upon the effectiveness of this filing, Mr.
Chebountchak will resign as a director of the Company in order to pursue other
interests. Mr. Chebountchak resigned from his positions as President,
Principal Executive Officer, Principal Accounting Officer, Principal Financial
Officer, Treasurer and Secretary effective May 27, 2008. Effective as
of May 27, 2008, Mr. Chebountchak has appointed Christopher A. Wilson as a
director of the Company to fill a vacancy created on the Board of Directors. The
current Bylaws of the Company provide that the number of directors of the
Company will not be less than one (1) nor more than thirteen (13), with the
exact number to be fixed from time to time by resolution of the Board of
Directors. On May 27, 2008, Mr. Chebountchak also appointed Mr.
Wilson to fill the officer positions previously held by him in addition to
appointing Mr. Wilson as Chairman of the Board.
Effective on the tenth (10th) day after
this Information Statement (“Information Statement”) is filed with the
Securities and Exchange Commission and distributed to the shareholders of the
Company, Mr. Chebountchak’s resignation as a director of the Company shall be
effective and Mr. Wilson shall be the sole remaining director leaving two
vacancies on the Board.
This Information Statement is being
furnished pursuant to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder. No action is required by the shareholders of the
Company in connection with this Information Statement. No proxies are being
solicited and you are requested not to send a proxy to the Company.
However, Section 14(f) of the Exchange
Act of 1934 and Rule 14f-1 promulgated thereunder require the mailing to
shareholders of record of the information set forth in this Information
Statement at least 10 days prior to the date a change in a majority of the
Company’s directors occurs (otherwise than at a meeting of shareholders).
Accordingly, the change in a majority of the Company’s directors will not occur
until at least 10 days following the filing and mailing of this Information
Statement. This Information Statement will be first mailed on May 29, 2008 to
shareholders of record as of May 27, 2008.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
o each
person who is known by us to own beneficially 5% or more of our Common
Stock,
o each
of our directors and director nominees, and
o all
officers and directors as a group.
A
person is considered a beneficial owner of any securities that the person owns
or has the right to acquire beneficial ownership of within 60 days. Beneficial
ownership also includes shares indirectly held or shares over which a person has
the right, by contract, understanding or other arrangement, to exercise voting
or dispositive powers. As of the date of this Information Statement,
14,257,650 shares of Common Stock are issued and outstanding.
Except
as otherwise indicated, we believe that the persons identified in the table have
sole voting and dispositive power with respect to their shares. Unless otherwise
indicated, the address for each beneficial owner is 2 Park Plaza, Suite 450,
Irvine, California 92614.
Common
Stock
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Name
and Address of Beneficial
Owner
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Pre-Change
in Majority of Directors
Amount
and Nature of
Beneficial Ownership
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Pre-Change
in Majority of Directors
Percent of Class
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Post-Change
in Majority of Directors
Amount
and Nature of Beneficial
Ownership
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Post-Change
in Majority of Directors
Percent of Class
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Taras
Chebountchak
(Resigning
Director)
110
Jardin Drive, Suite 13
Concord,
Ontario
Canada
L4K 2T7
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5,000,000
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35.07%
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0
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N/A
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Christopher
A. Wilson (Director Nominee)
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N/A
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N/A
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0
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N/A
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All
Officers and Directors (including Officer/Director Nominees as
a
group
(two persons)
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5,000,000
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35.07%
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0
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N/A
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_______________
Beneficial ownership is determined in
accordance with the applicable rules under the Exchange Act. In computing the
number of shares beneficially owned by an executive officer or a director and
the percentage ownership of that person, shares of the Company's Common Stock
subject to options held by that person that are currently exercisable, or become
exercisable within 60 days from May 27, 2008, are deemed outstanding. However,
such shares are not deemed outstanding for purposes of computing the percentage
ownership of any other person. For purposes of determining the individual
beneficial ownership percentage post-Change in Majority of Directors, each
percentage was calculated based on the Company's Common Stock outstanding
(14,257,650 shares) at May 27, 2008. There are no outstanding stock
options, warrants or other rights.
EXECUTIVE
OFFICERS AND DIRECTORS
The following table sets forth certain
information for each person who is currently serving as a director or officer of
the Company. There are no family relationships between any of the directors,
executive officers or key employees of the Company.
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Name
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Age
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Position
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Taras
Chebountchak
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37
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Director
(resigned effective the 10th day after this Schedule 14f-1 is
filed)
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Christopher
A. Wilson
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48
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Director,
Chairman of the Board, President, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer, Treasurer and
Secretary
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Taras
Chebountchak – Principal occupation and business experiences for last 5
years
Taras Chebountchak has been the
Company’s President and Chief Executive Officer since December 16, 2004 and
has been the Secretary, Treasurer, Chief Financial Officer and a member of the
Board of Directors since the Company’s inception in July 27,
2000. During Mr. Chebountchak’s tenure, he devoted approximately 10%
of his time to the Company’s operations. From November 30, 2003 to September
2006, Mr. Chebountchak was President, Chief Executive Officer, and a member of
the board of directors of FC Financial Services Inc. Since June 2000,
Mr. Chebountchak has been Secretary, Treasurer and a director of Raglan Mines
Limited, a Nevada corporation engaged in exploration, with its principal offices
located in Vancouver, British Columbia. Since May 1998, Mr. Chebountchak
has also been President and a director of First Class Financial Services Inc.
located in Concord, Ontario. First Class Financial Services is engaged in the business of processing prospective car buyers' loan
applications and placing them with financial institutions. Mr. Chebountchak
holds a Master of Science degree in mechanical engineering from
Lvov Polytechnic Academy. Mr. Chebountchak has no technical training
in the field of mineral explorations
Christopher
A. Wilson - Principal occupation and business experiences for last 5
years
On May 27, 2008, Mr. Wilson was
appointed to fill a vacancy on the Board of Directors and was appointed to the
offices of Chairman of the Board, President, Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer, Treasurer and
Secretary of the Company. Mr. Wilson is currently a partner in the
law firm of Wilson, Haglund & Paulsen, P.C., a general corporate and
securities practice firm he founded in 2003, which is located in Irvine,
California. Prior to that time, since 2001, Mr. Wilson was general
counsel for Stagecoach Properties Co. LLC. From 1999 to 2001, Mr.
Wilson was a partner and head of the Orange County corporate department in
the law firm of Pillsbury Winthrop LLP, located in Costa Mesa,
California. From August 1991 to 1999 Mr. Wilson was a founding
partner in the securities boutique firm of Jeffers, Wilson, Shaff & Falk
LLP. From 1987 to 1991 Mr. Wilson was an associate attorney at the
law firm of O’Melveny & Myers in its Los Angeles Capital Markets
Group. Mr. Wilson obtained his B.A. degree in International Relations
with minors in French and economics from Brigham Young University in
1985. Mr. Wilson obtained his Juris Doctorate degree magna cum laude
and Order of the Coif from Brigham Young University in 1987, where he
was also the executive editor of the BYU Law Review.
Effective on the tenth (10th) day after
this Information Statement is filed with the Securities and Exchange Commission
and distributed to the shareholders of the Company, Mr. Chebountchak, the
current director, will resign and the Board of Directors will then be comprised
of Mr. Wilson, leaving two vacancies on the Board.
Our directors hold office until the
next annual meeting of our shareholders, or until their successors are duly
elected and qualified. Our executive officers serve at the pleasure of the Board
of Directors.
Committees
of the Board of Directors
Audit
Committee, Nominating Committee and Compensation Committee
We currently do not have standing
audit, nominating or compensation committees. We intend, however, to establish
an audit committee, a nominating committee and a compensation committee of the
board of directors as soon as practicable. We envision that the audit committee
will be primarily responsible for reviewing the services performed by our
independent auditors and evaluating our accounting policies and our system of
internal controls. The nominating committee would be primarily responsible for
nominating directors and setting policies and procedures for the nomination of
directors. The nominating committee would also be responsible for overseeing the
creation and implementation of our corporate governance policies and procedures.
The compensation committee will be primarily responsible for reviewing and
approving our salary and benefit policies (including stock options), including
compensation of executive officers.
Code
of Ethics
We have not adopted a corporate code of
ethics that applies to our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. Our decision to not adopt such a code of ethics results from
our having only a limited number of officers and directors operating as the
management for the Company. We believe that as a result of the limited
interaction which occurs having such a small management structure for the
Company eliminates the current need for such a code.
Compensation
of Directors
It is currently anticipated that
non-employee directors will receive fees of $2,500 per month each for their
service as directors of the Company.
The following table shows the
compensation paid during the years ended December 31, 2007, 2006, and 2005, to
the Company's principal executive officers who received in excess of $100,000
during such periods.
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Annual
Compensation
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Long
Term Compensation
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Name
and Principal Position
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Year
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Salary
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Bonus
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Other
Annual Compensation
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Restricted
Stock Awards
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Securities
Underlying Options / Warrants
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All
Other Compensation
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Taras
Chebountchak – President, Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer, Treasurer and
Secretary
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2007
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$0
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$0
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None
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None
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None
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None
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2006
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$0
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$0
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None
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None
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None
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None
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2005
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$0
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$0
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None
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None
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None
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None
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Option
and Warrant Grants in Last Fiscal Year
No options, warrants or other rights
were granted in the Company's last fiscal year and no options, warrants or other
rights to purchase Company stock are held by the Company's executive
officers.
Aggregate
Option and Warrant Exercises in the Last Fiscal Year and Fiscal Year-End Option
and Warrant Values
The Company's executive officers own no
options or warrants of the Company.
Section 16(a) of the Exchange Act
requires that the Company's directors, executive officers and persons who own
more than 10% of the outstanding common stock of the Company file initial
reports of ownership and reports of changes in ownership in such common stock
with the Securities and Exchange Commission. Officers, directors and
shareholders who own more than 10% of the outstanding common stock of the
Company are required by the SEC to furnish the Company with copies of all
Section 16(a) reports they file. To the best of our knowledge, all
executive officers, directors and greater than 10% shareholders have filed the
required reports in a timely manner.
WHERE
YOU CAN FIND MORE INFORMATION
The Company is subject to the
information and reporting requirements of the Exchange Act and, in accordance
with that act, files periodic reports, documents and other information with the
Securities and Exchange Commission relating to its business, financial
statements and other matters. These reports and other information may
be inspected and are available for copying at the offices of the Securities and
Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549 and are
available on the Securities and Exchange Commission website at
www.sec.gov.
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May 28,
2008
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Ardent
Mines Limited
By
Order of the Board of Directors
/s/ Christopher
A. Wilson
Christopher
A. Wilson, Chairman
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