-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9DaPjHi2EwBVTRP1wCYXaq4AGFpLvangakhE2nOoATzlEjZHmFU5zH43nSa7+VO ZzP2LzDNWJ5irY/StcgxzA== 0001014897-05-000050.txt : 20060407 0001014897-05-000050.hdr.sgml : 20060407 20050511125750 ACCESSION NUMBER: 0001014897-05-000050 CONFORMED SUBMISSION TYPE: PRER14C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAMING VENTURE CORP USA CENTRAL INDEX KEY: 0001219641 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 860883289 STATE OF INCORPORATION: NV FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: PRER14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-50187 FILM NUMBER: 05819722 BUSINESS ADDRESS: STREET 1: 701 NORTH THIRD STREET STREET 2: SUITE B-1 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123385752 MAIL ADDRESS: STREET 1: 701 NORTH THIRD STREET STREET 2: SUITE B-1 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: KUHLMAN CO INC DATE OF NAME CHANGE: 20050616 FORMER COMPANY: FORMER CONFORMED NAME: GAMING VENTURE CORP USA DATE OF NAME CHANGE: 20030221 PRER14C 1 gamingventure14cam1.txt AMENDMENT 1 TO FORM 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT 1 TO SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) Of the Securities Exchange Act of 1934 Check the appropriate box: [x] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement Gaming Venture Corp., U.S.A. (Name of Registrant as Specified In Charter) Payment of Filing Fee (Check the appropriate box): [x] 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: _______________________________________ [ ] 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: _______________________________________ 2 GAMING VENTURE CORP., U.S.A. 801 Pascack Road Paramus, NJ 07652 201-599-8484 - ---------------- INFORMATION STATEMENT AND NOTICE OF ACTIONS TAKEN BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS General Information On April 14, 2005, Gaming Venture Corp., U.S.A. ("Gaming Venture")entered into an Agreement of Merger and Plan of Reorganization among SK2, Inc., a Delaware corporation and parent company of Kuhlman retail stores ("Kuhlman"), and GV Acquisition Co., a Delaware corporation and wholly owned subsidiary of Gaming Venture Corp., U.S.A. Kuhlman is a specialty retailer and wholesale provider of exclusively designed, distinctive, high quality apparel. The transaction of the subject agreement is designed as a reverse merger with Kuhlman to be the surviving corporation and an operating subsidiary of Gaming Venture. Under the agreement, GV Acquisition Co. will merge with and into Kuhlman. As a result of the merger and in exchange for the cancellation of their shares, Kuhlman shareholders will receive shares of Gaming Venture. Prior to the closing of the merger, Gaming Venture. will effectuate a 1-for-5 reverse split and change the name of the company to Kuhlman Company, Inc. The completion of the merger is contingent, among other things, on shareholder approval by the shareholders of Kuhlman. Gaming Venture shareholders are not required under Nevada law or the Merger Agreement to approve the transaction. The board of directors of both companies have approved the transaction. This information is being provided to the shareholders of Gaming Venture in connection with our receipt of approval by written consent, in lieu of a special meeting, of the holders of a majority of our common stock approving the reverse split of Gaming Venture's issued and outstanding shares that was effected on April 15, 2005, changing the name of Gaming Venture to Kuhlman Company, Inc. and granting the Board of Directors the power to create and designate series and classes of preferred stock without any further shareholder approvals (commonly referred to as "blank-check preferred" authority). The shareholders holding shares representing approximately 77% of the votes entitled to be cast at a meeting of Gaming Venture's shareholders consented in writing to the approval and ratification of the above- described actions. 3 The elimination of the need for a special meeting of the shareholders to approve the actions set forth herein is authorized by Section 78.320 of the Nevada Revised Statutes, (the "Nevada Law"). This Section of Nevada Law provides that the written consent of the holders of outstanding shares of voting capital stock, having not less that 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 a special meeting. In order to eliminate the costs and management time involved in holding a special meeting and in order to approve the actions set forth herein as early as possible to accomplish the purposes of Gaming Venture, the Board of Directors of Gaming Venture voted to utilize a written consent of the majority shareholders of Gaming Venture. The date on which this Information Statement was first sent to the shareholders is on or about May 1, 2005. Outstanding Voting Stock of Gaming Venture and Statement that Proxies Are Not Solicited This Information Statement is furnished solely for the purpose of informing our stockholders of this corporate action pursuant to the Securities Exchange Act of 1934, as amended, and the Nevada Law. The Board of Directors fixed April 14, 2005 as the record date for the determination of stockholders entitled to receive this Information Statement (the "Record Date"). As of the Record Date, there were 6,514,427 shares of Common Stock issued and outstanding. The Common Stock constitutes the outstanding class of voting securities of Gaming Venture. Each share of Common Stock entitles the holder to one (1) vote on all matters submitted to shareholders. This Information Statement is being sent on May 13, 2005 to such holders of record. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement is being sent to you for information purposes only. No action is requested nor required on your part. QUESTIONS AND ANSWERS Q: What am I being asked to approve? A: You are not being asked to approve anything. This Information Statement is being provided to you solely for your information. Shareholders holding a majority of the outstanding voting common stock of Gaming Venture have already approved the actions. Q: Why have the Board of Directors and a majority of the shareholders agreed to approve this action? 4 A: The Board and the Shareholders holding 77% of the outstanding voting common stock of Gaming Venture believe that these actions are part of the steps necessary to increase value for Gaming Venture's stockholders. Q: What have the Board of Directors and a majority of the shareholders approved? A: 1. Name Change The Articles of Incorporation will be amended to change the name of the corporation from Gaming Venture Corp., U.S.A. to Kuhlman Company, Inc. 2. Authorization for Designation and Issuance of Preferred Stock The Articles of Incorporation will be amended to grant the Board of Directors the power to create and designate series and classes of preferred stock without any further shareholder approvals (commonly referred to as "blank-check preferred" authority). 3. Reverse Split On April 14, 2005, Gaming Venture declared a reverse split of its then issued and outstanding shares of common stock. The reverse stock split was one of the negotiated terms of the merger with Kuhlman to minimize the total amount of common shares to be outstanding following the close of the merger. The record date is April 14, 2005. The reverse split will be on a 1 for 5 basis, retaining the $0.001 par value. The reverse split will not affect the total authorized shares of common stock. Prior to the reverse stock split, there are 6,514,427 common shares outstanding. There will be approximately 1,302,885 common shares outstanding after the reverse split is effectuated. No fractional shares will be issued. Gaming Venture will effectuate the reverse split 10 days prior to the yet to be determined effective time of the merger. Our transfer agent is Florida Atlantic Stock Transfer, Inc. located at 7130 Nob Road, Tamarac FL 33321. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT Shareholdings of beneficial owners at March 31, 2005:
Directors and Officers Percentage of Number & Class Outstanding Name and Address of Shares Common Shares Alan Woinski 1,045,545direct(2) 16% PO Box 1396 126,000 indirect 1.93% Paramus, NJ 07653 5 Kim Woinski 15,000 direct(1) .23% PO Box 1396 1,156,545 indirect 17.70% Paramus, NJ 07653 Lucky Management 111,000(1)(2) 1.70% PO Box 1396 Paramus, NJ 07653 Dan Rindos 318,100 4.90% 30 Nutmeg Drive Trumbull, Connecticut 06611 Director Derek James 0 0.00% 5 Bryce's Court Sicklerville, NJ 08081 5% or More Holders Glenn Fine 953,026 14.63% 5240 Southeastern Las Vegas, NV 89119 Lyle Berman 850,000 13.05% 433 Bushaway Road Wayzata, MN 55391 Officers and Directors as a Group (4 persons) 1,489,295 22.80%
(1)Alan Woinski is deemed to be the beneficial owner of 111,000 common shares held by Lucky Management, a company controlled by Alan Woinski, and 15,000 common shares owned by his wife, Kim Woinski. (2)Kim Woinski is deemed to be the beneficial owner of 1,045,545 common shares held by Alan Woinski and 111,000 common shares held by Lucky Management. Conclusion As a matter of regulatory compliance, Gaming Venture is sending you this information Statement to describe the purpose and effect of the action set forth herein. As the requisite stockholder vote for the action set forth herein was obtained upon the delivery of the written consent of a majority of the shareholders, WE ARE NOT ASKING FOR A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This Information Statement is intended to provide Gaming Venture's stockholders information required by the rules and regulations of the Securities and Exchange Act of 1934. 6 Pursuant to the requirements of the Securities Exchange Act of 1934, Gaming Venture has duly caused this report to be signed on its behalf by this undersigned hereunto duly authorized. GAMING VENTURE CORP, U.S.A. By: /s/Alan Woinski --------------------- Name: Alan Woinski Its: President
COVER 2 filename2.txt Jody M. Walker Attorney At Law 7841 South Garfield Way Centennial, CO 80122 Telephone: 303-850-7637 Facsimile: 303-220-9902 jmwalker85@earthlink.net May 11, 2005 Messeret Nega Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 202-551-3316 telephone 202-772-9209 facsimile Re: Gaming Venture Corp., U.S.A. Form 14C revised Dear Ms. Nega: Based on our discussions, enclosed for filing please find a revised Form 14C which includes the reasons for the reverse split and the information required under Rule 10b-17. Thank you for your time and consideration in this matter. Please do not hesitate to contact me if you have any questions regarding this matter. Very truly yours, /s/Jody M. Walker - -------------------------- Jody M. Walker, Attorney At Law
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