-----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, K+AtN3Y8UiZNo/o91rKgpdY13ByoMNMI18qe7XWbtuMNPC2Gkh+kpW92FBYZRjjY YooMJC4OnRqstGeLYQF3/g== 0001062993-07-003912.txt : 20071009 0001062993-07-003912.hdr.sgml : 20071008 20071009164929 ACCESSION NUMBER: 0001062993-07-003912 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071112 FILED AS OF DATE: 20071009 DATE AS OF CHANGE: 20071009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZTEK VENTURES INC. CENTRAL INDEX KEY: 0001354591 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-52445 FILM NUMBER: 071163100 BUSINESS ADDRESS: STREET 1: 435 MARTIN STREET, SUITE 3080 CITY: BLAINE STATE: WA ZIP: 98230 BUSINESS PHONE: 360-332-3170 MAIL ADDRESS: STREET 1: 435 MARTIN STREET, SUITE 3080 CITY: BLAINE STATE: WA ZIP: 98230 PRE 14C 1 schedule14c.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Aztek Ventures Inc. - Schedule 14C

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

AZTEK VENTURES INC.
(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:

 

 

 

 

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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.

 
 

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Date Filed:



AZTEK VENTURES INC.
435 Martin Street, Suite 3080
Blaine, WA, 98273
Tel: (360) 332-3170

NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS

October 9, 2007

To the Stockholders of Aztek Ventures Inc.:

NOTICE IS HEREBY GIVEN that the majority stockholder of Aztek Ventures Inc. (the “Company”) has, by written consent in lieu of a special meeting of the stockholders of the Company, approved an amendment to the Company’s Articles of Incorporation to change the Company’s name from “Aztek Ventures Inc.” to “Genesis Uranium Corp.” (the “Name Change”).

The Name Change is expected to be effected on or about November 12, 2007.

The attached Information Statement is being circulated to provide you with notice that the Company’s majority stockholder has, by written consent, approved of the Name Change. No further vote or action by the Company’s stockholders is required. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Name Change cannot become effective until twenty (20) days after the date this Information Statement is mailed to the Company’s stockholders.

This Notice and the attached Information Statement are being sent to you for informational purposes only, and you are not being asked to take any action with respect to the Name Change.

  /s/ Curt White
   
  Curt White
  Chief Executive Officer, Chief
  Financial Officer, President,
  Secretary and Treasurer


AZTEK VENTURES INC.
435 Martin Street, Suite 3080
Blaine, WA, 98273
Tel: (360) 332-3170

INFORMATION STATEMENT

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

GENERAL

This Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being furnished to the holders of the outstanding shares of common stock, par value $0.001, of Aztek Ventures Inc., a Nevada corporation (the “Company”). The purpose of this Information Statement is to provide notice that the Company’s majority stockholder, Curt White, has, by written consent, approved of an amendment to the Articles of Incorporation to change the name of the Company from “Aztek Ventures Inc.” to “Genesis Uranium Corp.” (the “Name Change”).

This Information Statement will be mailed on or about October 22, 2007 to those persons who were stockholders of the Company as of the close of business on September 24, 2007. The Name Change is expected to become effective on or about November 12, 2007. The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of the Company’s common stock.

As the Company’s majority stockholder, Curt White, has already approved of the Name Change by written consent, the Company is not seeking approval for the Name Change from any of the Company’s remaining stockholders, and the Company’s remaining stockholders will not be given an opportunity to vote on the Name Change. All necessary corporate approvals have been obtained, and this Information Statement is being furnished solely for the purpose of providing advance notice to the Company’s stockholders of the Name Change as required by the Securities Exchange Act of 1934 (the “Exchange Act.”)

ACTION TAKEN BY WRITTEN CONSENT

The Company’s Board of Directors approved the Name Change effective September 24, 2007 and fixed September 24, 2007 (the “Record Date”) as the record date for determining the stockholders entitled to give written consent to the Name Change. Curt White, holding an aggregate of 13,750,000 shares of the Company’s outstanding common stock as of the Record Date, being equal to 71.98% of the number of shares then outstanding, has executed written consent resolutions approving the Name Change.

Pursuant to Section 78.390 of the Nevada Revised Statutes (the “NRS”), the approval of a majority of the Company’s voting power is required in order to effect the Name Change. Section 78.320(2) of the NRS eliminates the need to hold a special meeting of the Company’s stockholders to approve the Name Change by providing that, unless Company’s Articles of Incorporation or Bylaws state otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent is signed by stockholders holding at least a majority of the Company’s voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the Name Change as early as possible, the


Company’s Board of Directors resolved to proceed with the Name Change by written consent of the Company’s stockholders.

EXPECTED DATE FOR EFFECTING THE NAME CHANGE

Under Section 14(c) of the Exchange Act and Rule 14c-2 promulgated thereunder, the Name Change cannot be effected until 20 days after the date this Information Statement is sent to the Company’s stockholders. This Information Statement will be sent on or about October 22, 2007 (the “Mailing Date”) to the stockholders of the Company as of the Record Date. The Company expects to effect the Name Change by filing a Certificate of Amendment with the Nevada Secretary of State approximately 20 days after the Mailing Date. The effective date of the Name Change is expected to beNovember 12, 2007 (the “Effective Date”).

OUTSTANDING VOTING STOCK OF THE COMPANY

The Board of Directors of the Company fixed the close of business on September 24, 2007 as the Record Date for determining the stockholders entitled to approve the Name Change and to receive copies of this Information Statement. As of the Record Date, there were 19,101,563 shares of common stock outstanding. The Company’s common stock constitutes the sole outstanding class of voting securities of the Company. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of the Company’s common stock owned beneficially as of the Record Date by: (i) each person (including any group) known by the Company to own more than five percent (5%) of any class of the Company’s voting securities, (ii) each of the Company’s directors and each of its named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown, subject to applicable community property laws.


Title of Class
Name and Address
of Beneficial Owner
Number of Shares
of Common Stock(1)
Percentage of
Common Stock(1)
DIRECTORS AND OFFICERS
Common Stock




Curt White
Director, Chief Executive Officer, Chief
Financial Officer, President, Secretary
and Treasurer
#31 – 6465 184A Street
Surrey, BC, Canada V3S 8X9

13,750,000




71.98%



Common Stock



David R. Deering
Director and Vice President of
Exploration
Suite 680, 1066 West Hastings Street
Vancouver, BC V6E 3X1

-



-


Common Stock
All Officers and Directors as a Group (2
persons)

13,750,000

71.98%
5% SHAREHOLDERS
Common Stock


Curt White
Director, Chief Executive Officer, Chief
Financial Officer, President, Secretary
and Treasurer

13,750,000


71.98%





Title of Class
Name and Address
of Beneficial Owner
Number of Shares
of Common Stock(1)
Percentage of
Common Stock(1)

#31 – 6465 184A Street
Surrey, BC, Canada V3S 8X9



(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the Record Date. As of the Record Date, there were 19,101,563 shares of the Company’s common stock issued and outstanding.

   
   

AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY

On September 24, 2007, the Company’s Board of Directors unanimously executed a written consent authorizing and recommending that the Company’s stockholders approve a proposal to effect the Name Change. Effective as of the Record Date, Curt White, the Company’s majority stockholder executed a written consent authorizing and approving the Name Change. A Certificate of Amendment to the Company’s Articles of Incorporation is expected to be filed with the Nevada Secretary of State with respect to the Name Change 20 days after the date this Information Statement is sent to the Company’s stockholders. The Effective Date of the Name Change is expected to be November 12, 2007. However, pursuant to the written consent resolutions executed by Curt White and Section 78.390 of the NRS, the Company’s Board of Directors reserves the right to abandon the Name Change at any time prior to the Effective Date if they deem it appropriate to do so.

The Company’s Board of Directors approved the Name Change in order to more accurately reflect the Company’s current mineral exploration activities on the Wollaston Lake Property acquired by the Company’s wholly owned subsidiary, Tekaz Mining Corp., on June 27, 2007

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, associate of any director, executive officer or any other person has any substantial interest, direct or indirect, in the Name Change.

NO DISSENTER’S RIGHTS

Under the NRS, the Company’s dissenting stockholders are not entitled to appraisal rights with respect to the Name Change, and the Company will not independently provide its stockholders with any such right.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company is subject to the Exchange Act and is required to file reports, proxy statements, and other information with the Securities and Exchange Commission regarding the business, financial condition,


and other matters of the Company pursuant to and in accordance with the Exchange Act. You may read and copy the reports, proxy statements, and other information filed by the Company at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for additional information about the public reference facilities. The reports, proxy statements, and other information filed with the Securities and Exchange Commission are also available to the public over the internet at http://www.sec.gov, the internet website of the Securities and Exchange Commission. All inquiries regarding the Company should be addressed to the principal executive offices of the Company at 435 Martin Street, Suite 3080, Blaine, WA 98273.

  BY ORDER OF THE BOARD OF
  DIRECTORS
   
 Date: October 9, 2007 /s/ Curt White
   
   
  Curt White
  Chief Executive Officer, Chief Financial
  Officer, President, Secretary and Treasurer


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