PRE 14C 1 dpre14c.htm PRELIMINARY INFORMATION STATEMENT Preliminary Information Statement

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

 

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¨   Definitive Information Statement
ASSURE DATA, INC.
(Name of Registrant as Specified in Charter)
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ASSURE DATA, INC.

1837 Harbor Avenue

Post Office Box 13098

Memphis, Tennessee 38113

(877) 233-7359

 

 

NOTICE OF MAJORITY SHAREHOLDERS ACTION

IN LIEU OF A SPECIAL MEETING OF SHAREHOLDERS

 

 

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

 

To the Shareholders of Assure Data, Inc.:

This Information Statement is furnished to holders of shares of Common Stock, $.001 par value (the “Common Stock”) of Assure Data, Inc. (“we,” “us” or the “Company”). We are sending you this Information Statement to inform you that on December 21, 2009, the Board of Directors of the Company unanimously adopted a resolution seeking shareholder approval to amend the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to change the Company’s name from Assure Data, Inc. to Frontier Beverage Company, Inc. Thereafter, on December 22, 2009, two shareholders of the Company, holding a majority of the issued and outstanding Common Stock of the Company, adopted by written consent a resolution approving an amendment to the Company’s Articles of Incorporation that will change the Company’s name from Assure Data, Inc. to Frontier Beverage Company, Inc. (the “Amendment”). In addition, notwithstanding the approval of this proposal by the shareholders, the Board of Directors may, in its sole discretion, determine not to effect, and abandon, the name change without further action by our shareholders.

The enclosed Information Statement is being furnished to you to inform you that the foregoing action has been approved by the Board of Directors and the holders of a majority of the outstanding shares of our Common Stock. The Amendment will not be filed or become effective before the date which is 20 days after this Information Statement was first mailed to shareholders. You are urged to read the Information Statement in its entirety for a description of the action taken by the Board of Directors and the holders of a majority of the shares of Common Stock of the Company.

This Information Statement is being mailed on or about January 4, 2010 to shareholders of record on December 21, 2009 (the “Record Date”).

 

By order of the Board of Directors
/s/    Terry Harris
Terry Harris
President

Dated: January 4, 2010


ASSURE DATA, INC.

1837 Harbor Avenue

Post Office Box 13098

Memphis, Tennessee 38113

(877) 233-7359

 

 

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)

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

 

 

This Information Statement (the “Information Statement”) is being mailed on or about January 4, 2010 to the holders of record at the close of business on December 21, 2009, of the common stock, $0.001 par value per share (the “Common Stock”) of Assure Data, Inc. (the “Company”), in connection with actions taken by written consent of the holders of a majority of our Common Stock in lieu of a meeting to approve an Amendment to the Company’s Amended and Restated Articles of Incorporation, as further amended to date (the “Articles”), that will change the Company’s name from Assure Data, Inc. to Frontier Beverage Company, Inc.

Members of the Board of Directors and shareholders owning 13,360,000 shares of our issued and outstanding Common Stock (the “Consenting Shareholders”) have executed a written consent approving the Amendment. . The Consenting Shareholders held of record on the Record Date approximately 89.06% of the total outstanding votes of all issued and outstanding Common Stock of the Company which was sufficient to approve the proposed action. Dissenting shareholders do not have any statutory appraisal rights because of the action taken. The Company’s Board of Directors does not intend to solicit any proxies or consents from any other shareholders in connection with this action.

Section 78.320 of the Nevada Revised Statutes (the “Nevada Law”) provides that the written consent of the holders of the outstanding shares of voting stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a meeting. Pursuant to Section 78.390 of the Nevada Revised Statutes, a majority of the outstanding voting shares of stock entitled to vote thereon is required to amend the Articles to change the name of the Company. In order to eliminate the costs and management time involved in obtaining proxies and to effect the above actions as early as possible to accomplish the purposes of the Company as hereafter described, the Company’s Board of Directors consented to the utilization of, and did in fact obtain, a written consent approving the Amendment from the Consenting Shareholders, who collectively own shares representing approximately 89.06% of our Common Stock

This Information Statement is also being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the Company’s shareholders of record on the Record Date. The corporate actions will be effective 20 days (the “20-day Period”) after the mailing of this Information Statement. The 20-day Period is expected to conclude on or about January 24, 2010.

The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.


INFORMATION RELATING TO THE COMPANY’S COMMON STOCK AND

VOTE REQUIRED TO APPROVE THE AMENDMENT

The shares of Common Stock are the only class of voting securities of the Company outstanding. Each share of Common Stock is entitled to one vote per share on all matters submitted to a vote of the shareholders. As of the Record Date, the Company had 15,000,000 shares of Common Stock issued and outstanding. For the approval of the Amendment, the affirmative vote of a majority of the shares of Common Stock outstanding and entitled to vote at the Record Date (7,500,001 or more shares) was required.

CONSENTING SHAREHOLDERS

On December 21, 2009, the Board of Directors unanimously adopted resolutions declaring the advisability of, and recommending that shareholders approve the Amendment to the Company’s Articles to change the Company’s name from Assure Data, Inc. to Frontier Beverage Company, Inc. In connection with the adoption of this resolution, the Board elected to seek the written consent of the holders of a majority of the Company’s issued and outstanding shares of Common Stock in order to reduce the costs associated with implementing the proposal and to effect the Amendment as quickly as practicable.

On December 22, 2009, the following Consenting Shareholders, who collectively own 13,360,000 shares of the Company’s issued and outstanding Common Stock (approximately 89.06 %), consented in writing to the proposed Amendment:

 

Terry Harris    6,680,000 shares representing approximately 44.53%
Timothy Barham    6,680,000 shares representing approximately 44.53%

Under Section 14(c) of the Exchange Act, the transactions cannot become effective until the expiration of the 20-day Period.

The Company is not seeking written consent from any of our other shareholders and shareholders other than the Consenting Shareholders will not be given an opportunity to vote with respect to the Amendment. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of giving shareholders advance notice of the actions taken, as required by the Exchange Act.

Shareholders who were not afforded an opportunity to consent or otherwise vote with respect to the actions taken have no right under Nevada Law to dissent or require a vote of all shareholders.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or officer of the Company at any time since the beginning of the last fiscal year, nominee for election as a director of the Company, nor associates of the foregoing persons has any substantial interest, direct or indirect, in any of the proposals set forth in this Information Statement which differs from that of other shareholders of the Company. Furthermore, no director of the Company opposes any of the proposals set forth in this Information Statement.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, information concerning ownership of the Company’s securities by (i) each Director, (ii) each executive officer, (iii) all Directors and executive officers as a group; and (iv) each person known to the Company to be the beneficial owner of more than five percent of each class.

The number and percentage of shares beneficially owned includes any shares as to which the named person has sole or shared voting power or investment power and any shares that the named person has the right to acquire within 60 days of the Record Date.


     Beneficial Ownership  

Name of Beneficial Owner

   Shares    Percentage  

Terry Harris

President, Treasurer, Director

   6,680,000    44.53

Timothy Barham

Vice President, Secretary, Director

   6,680,000    44.53

All Officers and Directors as a group

(2 persons)

   13,360,000    89.06

CHANGE IN CONTROL

On November 12, 2009, the Company closed two Subscription Agreement transactions with Terry Harris and Timothy Barham, under which each of them acquired 6,680,000 newly issued shares of restricted Common Stock from the Company for a purchase price of $110,000 each, which was paid in cash. As a result of the transactions, Terry Harris became the owner of approximately 44.5% of the then outstanding Common Stock of the Company and Timothy Barham became the owner of approximately 44.5% of the then outstanding Common Stock of the Company. The issuance resulted in a change of control of the Company. At the closing, the existing officers and directors of the Company, Robert Lisle and Max Kipness, acted to nominate Messrs. Harris and Barham to the Board of Directors and then resigned. As a result of the transaction, Terry Harris became President, Treasurer and a director of the Company and Timothy Barham became Vice President, Secretary and a director of the Company. On November, 13, 2009, the Company also entered into a Settlement Agreement with Robert Lisle, the Company’s former President, Treasurer and director, pursuant to which certain assets of the Company used in connection with its data storage business were conveyed to Mr. Lisle in satisfaction of certain debt obligations of the Company in the amount of $59,961.

REASONS FOR THE AMENDMENT TO THE ARTICLES

The primary purpose of the name change is to better represent the Company’s new business operations.

Subsequent to the change in contol described above, the Company entered into a Settlement Agreement on November 13, 2009 with its former Chief Executive Officer, Robert Lisle, under which the Company transferred to Mr. Lisle all assets and properties used by the Company in its data storage business, including cash, accounts receivable, intellectual property rights, computers and data storage devices, and use of the name “Assure Data” in exchange for the cancellation of the debt of $59,961 owed by the Company to Mr. Lisle.

Subsequent to the closing of the Settlement Agreement and change of control, the board of directoes decided to change the principal operations of the Company and move its corporate address to 1837 Harbor Avenue, Memphis, Tennessee 38113. The Company has since abandoned its prior data storage business operations and is now focused exclusively on the development and distribution of New Age Beverages, and will initially focus specifically on development and distribution of relaxation beverages. (The descriptive term “New Age Beverages” describes products that include: Energy Drink/Infused Water, Fruit Juices and Drink, Dairy and Dairy Substitutes, and Bottled/Canned Teas.) The Company plans to launch its first proprietary relaxation beverage in early 2010. The Company intends to develop additional proprietary beverage products in various categories to provide consumers with an array of fresh and unique concepts in the New Age Non-Carbonated Beverages category.


Because of the new overall direction in the Company’s business, the board of directors has determined it would be in the Company’s best interests to change its name to Frontier Beverage Company, Inc.

APPROVAL OF AMENDMENT TO THE COMPANY’S

ARTICLES OF INCORPORATION

The Company’s Board of Directors and Consenting Shareholders who hold 89.06% of the Company’s Common Stock, have consented to and approved an amendment to the Company’s Articles to change the name of the Company from Assure Data, Inc. to Frontier Beverage Company, Inc. to reflect the Company’s new business. The Company’s Board of Directors does not intend to solicit any proxies or consents from any other shareholders in connection with these actions. The Company plans to file Articles of Amendment to the Articles of Incorporation with the Nevada Secretary of State to change the Company’s name to Frontier Beverage Company, Inc. with an effective date on or after January 24, 2010.

OTHER MATTERS

No other matters are covered by this Information Statement.

 

By Order of the Board of Directors
/s/    Terry Harris
Terry Harris, President