DEF 14C 1 aimsdef14c.htm DEFINITIVE INFORMATION STATEMENT 14C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


SCHEDULE 14C INFORMATION

October 18, 2007


Information Statement Pursuant to Section 14(c)

Of the Securities Exchange Act of 1934



S

Filed by the registrant

£

Filed by a party other than the registrant

 

Check the appropriate box:

£

Preliminary Information Statement

£

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

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Definitive Information Statement


AIMS WORLDWIDE, INC.

(Name of Registrant as Specified In Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



Payment of Filing Fee (Check the appropriate box):

S

No fee required

£

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1)

Title of each class of securities to which transaction applies:


2)

Aggregate number of securities to which transaction applies:


3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


4)

Proposed maximum aggregate value of transaction:


5)

Total fee paid:


£

Fee paid previously with preliminary materials.


£

Check box if any part of the fee is offset as provided by 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.

3)

Filing Party:

4)

Date Filed:




INFORMATION STATEMENT

October 18, 2007


AIMS WORLDWIDE, INC.

10400 Eaton Place, Suite 203

Fairfax, VA  22030


This information statement is circulated to advise the stockholders of actions to be taken without a meeting upon the written consent of the holders of a majority of the outstanding shares of the Voting Capital Stock of the Company.  Management is not soliciting proxies because a sufficient number of shares have provided written consent to the actions.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.

The matters upon which action is being taken are:

1.

Amend and restate the Articles of Incorporation to increase the authorized capital so the total number of shares of Common Stock the Company is authorized to issue is Two Hundred Million (200,000,000) shares with $0.001 par value and the total number of shares of Preferred Stock the Company is authorized to issue is Twenty Million (20,000,000) shares with $0.001 par value, in such series and designations as may be authorized by the Board of Directors.

The shareholders holding shares representing 50.31% of the votes entitled to be cast at a meeting of the Company’s shareholders consented in writing to the proposed actions.  The approval by the shareholders will not become effective until 20 days from the date of mailing of this Information Statement to our shareholders.

The Company’s Board of Directors approved these actions on July 27, 2007 and recommended that the Articles of Incorporation be amended to reflect the above actions.  The proposed Amendment to the Articles of Incorporation will be filed with the Nevada Secretary of State and will be effective when filed.  The anticipated filing date will be approximately 20 days after the mailing of this Information Statement to our Shareholders.

If the proposed actions were not adopted by written majority shareholder consent, it would have been necessary for these actions to be considered by the Company’s Shareholders at a Special Shareholder’s Meeting convened for the specific purpose of approving the actions.

The elimination of the need for a special meeting of the shareholders to approve the actions is authorized by the provisions of NRS 78.320 of the General Corporation Law of Nevada, (the “Nevada Law”).  NRS 78.320 provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on a matter were present and voted, may be substituted for the special meeting.  According to NRS 78.320, a majority of the outstanding shares of voting capital stock entitled to vote on the matter is required in order to amend the Company’s Articles of Incorporation.  In a special meeting and in order to effect the Amendment as early as possible in order to accomplish the purposes of the Company, the Board of Directors of the Company voted to utilize the written consent of the majority shareholders of the Company.



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The date on which this Information Statement was first sent to the shareholders is on, or about October 19, 2007.  The record date established by the Company for purposes of determining the number of outstanding shares of Voting Capital Stock of the Company was July 27, 2007, (the “Record Date”).

Outstanding Voting Stock of the Company

As of the Record Date, there were 42,750,091 shares of Common Stock issued and outstanding.  The Common Stock constitutes the outstanding class of voting securities of the Company.  Each share of Common Stock entitles the holder to one (1) vote on all matters submitted to the shareholders.

None of the persons who have been directors or officers of the Company at any time since the beginning of the last fiscal year, nor any associate of any such persons, has any interest in the matters to be acted upon except that the proposed Amendment is a condition to the Liberty Growth Fund, LP transaction more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2007.  No director of the Company has informed the registrant in writing that he intends to oppose any action to be taken by the Company.  No proposals have been received from security holders.

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth as of July 27, 2007, the name and the number of voting shares of the Registrant, $0.001 par value, held of record or was known by the Registrant to own beneficially more than 5% of the 42,750,091 voting shares issued and outstanding, and the name and shareholdings of each officer and director individually and of all officers and directors as a group.  Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.



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Name and Address of Beneficial Owner (1)

 

Title of Class

 

Amount and Nature of Beneficial Ownership

 

Percent of

Voting Shares

 

 

 

 

 

 

 

Gerald Garcia, Jr. (1)

10400 Eaton Place, #203

Fairfax, VA 22030

 

Common

 

2,258,567

 

5.28%


B. Joseph Vincent (1)

10400 Eaton Place, #203

Fairfax, VA 22030

 

Common

 

2,900,000

 

6.78%


Michael Foudy (2)

10400 Eaton Place, #203

Fairfax, VA 22030

 

Common

 

4,562,117

 

10.67%


Max Miller (3)

9746 South Park Circle

Fairfax, VA 22030

 

Common

 

2,299,113

 

5.38%


Patrick Summers (1)

10400 Eaton Place, #203

Fairfax, VA 22030

 

Common

 

141,500

 

0.33%


Charles H. Brunie

21 Elm Rock Road

Bronxville, NY 10708

 

Common

 

4,142,857

 

9.68%


Officers and Directors as a group; 4 people

 

Common

 

5,300,067

 

12.4%


For purposes of this table, a beneficial owner is one who, directly or indirectly, has or shares with others (a) the power to vote or direct the voting of the Voting Stock (b) investment power with respect to the Voting Stock which includes the power to dispose or direct the disposition of the Voting Stock.

(1)

Officer and/or Director

(2)

Mr. Foudy’s shares are held by Gramercy Investments, LLC.  Mr. Foudy is owner of Gramercy Investments, LLC.  102,049 shares are held in the name of Erin Maried Foudy Trust, Michael L. Foudy, Trustee

(3)

1,750,000 of Mr. Miller’s shares are held by Media Partners, LLC, of which he is the managing member; he holds 549,113 shares directly.




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No Dissenter’s Rights

Under Nevada Law, any dissenting shareholders are not entitled to appraisal rights with respect to our amendment, and we will not independently provide shareholders with any such right.

Purpose and Effect of the Actions

Amend and Restate the Articles of Incorporation to increase the authorized capital.  By increasing (i) the total number of shares of Common Stock the Company is authorized to issue to Two Hundred Million (200,000,000) shares with $0.001 par value and (ii) the total number of shares of Preferred Stock the Company is authorized to issue to Twenty Million (20,000,000) shares with $0.001 par value, in such series and designations as may be authorized by the Board of Directors, the Company will be postured to consummate future mergers or acquisitions of suitable targets and have sufficient shares to cover the conversion of outstanding convertible securities.  The Company is currently seeking acquisition candidates but does not have any agreements in place for acquisitions at the present time.

The change in capital will not affect the relative rights or privileges of our common stock shareholders.  The newly authorized common stock will have the same rights as the presently authorized shares of Common Stock.  The Preferred Stock, once authorized, requires future board approval in order to fix and determine the designations, rights, preferences or other variations of each class or series.

There can be no assurance, nor can the Board of Directors of the Company predict what effect, if any, the proposed increase in our authorized common and preferred stock will have on the market price of the Company’s common stock.

The proposed Amended and Restated Articles of Incorporation are included as an exhibit to this Information Statement.

OTHER INFORMATION

Section 16(a) of the Securities Exchange Act of 1934 requires officers and Directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company.  Based on the copies of filings received by the Company, during the most recent fiscal year, the directors, officers, and beneficial owners of more than ten percent of the equity securities of the Company registered pursuant to Section 12 of the Exchange Act, have filed on a timely basis, all required Forms 3, 4, and 5 and any amendments thereto.

FINANCIAL INFORMATION

For more detailed information regarding the Company, including financial statements, you may refer to our most recent Form 10-KSB for the period ended December 31, 2006 and other periodic filing with the Securities and Exchange Commission (“SEC)” which we file from time to time.  This information may be found on the SEC’s EDGAR database at www.sec.gov.



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CONCLUSION

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the actions and Amendment.  Your consent to the actions and Amendment is not required and is not being solicited in connection with this action.  This Information Statement is intended to provide our shareholders information required by the rules and regulations of the Securities Exchange Act of 1934.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.  THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.


By: Order of the Board of Directors


/s/ Gerald Garcia                           

Gerald Garcia, President

Date: October 18, 2007




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Exhibit “A”


Proposed Amendment to the Articles of Incorporation


AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AIMS WORLDWIDE, INC.

Pursuant to NRS 78.403 of the Nevada Business Corporations Act, AIMS Worldwide, Inc., (the “Corporation”) adopts the following Amendment and Restatements to its Articles of Incorporation by stating the following:

FIRST:

The present name of the Corporation is AIMS WORLDWIDE, INC.

SECOND:

The following amendment and restatement to its Articles of Incorporation were adopted by majority vote of shareholders of the Corporation on July 27, 2007 in the manner prescribed by Nevada law.

THIRD:

The number of shares of the corporation outstanding and entitled to vote at the time of the adoption of said amendment was 42,750,091.

FOURTH:

The number of shares voted for such amendment and restatement was 21,506,421 or 50.31% and the number voted against such amendment was 0 or 0%.

DATED:

November ____, 2007


AIMS WORLDWIDE, INC.


Gerald G. Garcia, Jr.

President




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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AIMS WORLDWIDE, INC.

ARTICLE I
NAME

The name of the Corporation shall be:  AIMS WORLDWIDE, INC.

ARTICLE II
PERIOD OF DURATION

The Corporation shall continue in existence perpetually unless sooner dissolved according to law.

ARTICLE III
PURPOSES AND POWERS

The purpose for which said Corporation is formed and the nature of the objects proposed to be transacted and carried on by it is to engage in any and all other lawful activity as provided by the laws of the State of Nevada.

ARTICLE IV
AUTHORIZED SHARES

The total number of shares of all classes of capital stock which the corporation shall have authority to issue is 220,000,000 shares.  Stockholders shall not have any preemptive rights, nor shall stockholders have the right to cumulative voting in the election of directors or for any other purpose.  The classes and the aggregate number of shares of stock of each class which the corporation shall have authority to issue are as follows:

(a)

200,000,000 shares of common stock, $0.001 par value ("Common Stock");

(b)

20,000,000 shares of preferred stock, $0.001 par value ("Preferred Stock").



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The Preferred Stock may be issued from time to time in one or more series, with such distinctive serial designations as may be stated or expressed in the resolution or resolutions providing for the issue of such stock adopted from time to time by the Board of Directors; and in such resolution or resolutions providing for the issuance of shares of each particular series, the Board of Directors is also expressly authorized to fix: the right to vote, if any; the consideration for which the shares of such series are to be issued; the number of shares constituting such series, which number may be increased (except as otherwise fixed by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; the rate of dividends upon which and the times at which dividends on shares of such series shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class or classes or any other series of stock of the corporation; whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of such series shall be cumulative; the rights, if any, which the holders of shares of such series shall have in the event of any voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the affairs of the corporation; the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange such shares for shares of any other class or classes or any other series of stock of the corporation or for any debt securities of the corporation and the terms and conditions, including price and rate of exchange, of such conversion or exchange; whether shares of such series shall be subject to redemption, and the redemption price or prices and other terms of redemption, if any, for shares of such series including, without limitation, a redemption price or prices payable in shares of Common Stock; the terms and amounts of any sinking fund for the purchase or redemption of shares of such series; and any and all other designations, preferences, and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof pertaining to shares of such series' permitted by law.

The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of the Common Stock and the Preferred Stock herein authorized in accordance with the terms and conditions set forth in these Articles of Incorporation for such purposes, in such amounts, to such persons, corporations or entities, for such consideration, and in the case of the Preferred Stock, in one or more series, all as the Board of Directors in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law.  The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

ARTICLE V
ACQUISITION OF CONTROLLING INTEREST

The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision.  No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any of the provisions of this paragraph shall apply to or have any effect on any transaction involving acquisition of control by any person or any transaction with an interested stockholder occurring prior to such amendment or repeal.

ARTICLE VI
COMBINATIONS WITH INTERESTED STOCKHOLDERS

The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision.



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ARTICLE VII
LIMITATION ON LIABILITY

A director or officer of the Corporation shall have no personal liability to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of section 78.300 of the Nevada Revised Statutes as it may from time to time be amended or any successor provision thereto.

ARTICLE VIII
PRINCIPAL OFFICE AND RESIDENT AGENT

The address of the Corporation's registered office in the state of Nevada is 3230 East Flamingo Road, Suite 156, Las Vegas, Nevada 89121.  The name of its initial resident agent in the state of Nevada is Gateway Enterprises, Inc.  Either the registered office or the resident agent may be changed in the manner provided by law.

ARTICLE IX
AMENDMENTS

The Corporation reserves the right to amend, alter, change, or repeal all or any portion of the provisions contained in these articles of incorporation from time to time in accordance with the laws of the state of Nevada, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE X
ADOPTION AND AMENDMENT OF BYLAWS

The board of directors shall not adopt the original bylaws, but shall adopt other bylaws in their discretion.  The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, but the stockholders of the Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws.  The bylaws may contain any provisions for the regulation or management of the affairs of the Corporation not inconsistent with the laws of the state of Nevada now or hereafter existing.

ARTICLE XI
DIRECTORS

The governing board of the Corporation shall be known as the board of directors.  The number of directors comprising the board of directors shall be fixed and may be increased or decreased from time to time in the manner provided in the bylaws of the Corporation, except that at no time shall there be less than one nor more than seven directors.



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