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
(Amendment No. 1)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[X] Definitive Information Statement
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(Name of Registrant as Specified In Its 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:
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:
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
NOTICE OF WRITTEN CONSENTS OF SHAREHOLDERS
IN LIEU OF ANNUAL MEETING
NOTICE IS HEREBY GIVEN that Voyager Entertainment International,
Inc. (the "Company") has received written consents in lieu of
annual meeting from shareholders representing more than fifty
percent (50%) of the total voting shares of the Company,
approving the following actions:
1. The removal of Veldon Simpson as a director of the Company.
2. The election of three directors to the Company's Board of
Directors.
3. Ratification of the appointment of officers.
4. The reincorporation of the Company in the State of Nevada.
5. Increasing the authorized capital stock of the Company
as a result of the reincorporation.
6. Ratification of the selection of Stonefield Josephson, Inc.,
as independent public accountants of the Company for the
2003 fiscal year.
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of
the Majority Shareholders satisfies any applicable stockholder
voting requirement of the North Dakota Business Corporation Act
and our Articles of Incorporation and By-Laws, we are not asking
for a proxy and you are not requested to send one.
The accompanying Information Statement is for information
purposes only. Please read the accompanying Information Statement
carefully.
By Order of the Board of Directors,
/s/ Richard L. Hannigan, Sr.
President
April 24, 2003
Voyager Entertainment International, Inc.
4483 West Reno Ave.
Las Vegas, NV 89118
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about May 5,
2003 to the stockholders of record of Voyager Entertainment
International, Inc. (the "Company") at the close of business on
April 23, 2003 (the "Record Date"). This Information Statement is
being sent to you for information purposes only. No action is
requested on your part.
This Information Statement is being furnished to our shareholders
to inform you of the adoption of resolutions by written consent
by the holders of a majority of the voting power of our
securities. The resolutions adopted by such holders of a majority
of the voting power (the "Majority Shareholders") give us the
authority to take the following actions (collectively, the
"Shareholder Resolutions"):
1. The removal of Veldon Simpson as a director of the Company.
2. The election of three directors to the Company's Board of
Directors.
3. Ratification of the appointment of officers.
4. The reincorporation of the Company in the State of Nevada.
5. Increasing the authorized capital stock of the Company
as a result of the reincorporation.
6. Ratification of the selection of Stonefield Josephson,
Inc., as independent public accountants of the Company
for the 2003 fiscal year.
The Board of Directors of the Company accepted the actions taken
by majority consent of the shareholders as an act of the Company
pursuant to Section10.19.1-76.3 of the North Dakota Business
Corporation Act (the "NDBCA") and adopted resolutions authorizing
the actions.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the close of business on April 23, 2003, the Record Date
for shares entitled to notice of and to sign written consents
there were 38,652,500 shares of our common stock outstanding, and
1,500,000 shares of Series A convertible preferred stock
outstanding. Each share of common stock is entitled to one vote
and each share of Series A convertible preferred stock is
entitled to 10 votes for any matter that may be voted upon by the
shareholders of the Company. Therefore, in the aggregate, as of
the Record Date, 53,652,500 votes may be cast for any matter that
may be voted upon by the shareholders of the Company. Majority
shareholders owning more than 50% of the voting power to vote
have executed a written consent in favor of the actions described
above. This consent will satisfy the stockholder approval
requirement for the proposed action. Pursuant to Rule 14c-2 under
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the Securities Exchange Act of 1934, as amended, and Article II,
Section 11 of our Bylaws, the proposals will not be adopted until
a date at least 20 days after the date on which this Information
Statement has been mailed to the stockholders. The Company
anticipates that the actions contemplated herein will be effected
on or about the close of business on May 26, 2003.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the
beneficial owners of the Common Stock held of record by such
persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
RESOLUTION 1
REMOVAL OF DIRECTOR
Veldon Simpson is removed as a director of the Corporation by the
Majority Shareholders acting pursuant to Sections 10-19.1-75 and
10-19.1-41(3) of the NDBCA, Article 6 of the Articles of
Incorporation, and Article II, Section 10, and Article III,
Section 4, of the Bylaws of the Company.
Section 10-19.1-75 of the NDBCA, and Article 6 of the Company's
Articles of Incorporation, and Article II, Section 10 of the
Company's Bylaws, provide that an action can be taken without a
meeting by written action signed by the shareholders who own
voting power equal to the voting power that would be required to
take the same action at a meeting of the shareholders at which
all shareholders were present.
Section 10-19.1-41(3) of the NDBCA and Article III, Section 4 of
the Company's Bylaws provide that a director may be removed with
or without cause by a majority of the outstanding shares entitled
to vote.
The Board of Directors of the Company accepted the actions taken
by majority consent of the shareholders as an act of the Company
pursuant to Section 10.19.1-76.3 of the NBCA and adopted
resolutions authorizing the removal of Veldon Simpson as a
director of the Company.
RESOLUTION 2
ELECTION OF NEW DIRECTORS
The Company's Bylaws provide for directors to be elected
annually, each serving until the next annual meeting of
stockholders and until their successors are elected and
qualified. The following are the directors who are all elected by
the Majority Stockholders by written consent in lieu of annual
meeting:
Name Age Position
Richard L. Hannigan, Sr. 54 CEO, President and Director
Myong Hannigan 55 Secretary/Treasurer and Director
Tracy Jones 50 Chief Operating Officer and
Director
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Richard L. Hannigan, Sr.
Mr. Hannigan has been President of a design/construction company,
Synthetic Systems, Inc. since 1991. This company specializes in
custom designs for interior and exterior casino construction.
Under Mr. Hannigan's control Synthetic Systems, Inc. has been
involved in several casino projects in Las Vegas, including the
Luxor Hotel Casino, interior themed areas and exterior main entry
Sphinx. Prior to Synthetic Systems, Inc., Mr. Hannigan owned
and operated two consulting and construction companies from
1983-1991. These companies, Architectural Services, Inc. and
Architectural Systems, Inc., respectively have been responsible
for construction projects located in Las Vegas, Palm Springs, Los
Angeles and Salt Lake City. Mr. Hannigan, consulted for exterior
glazing and exotic fenestrations on commercial as well as casino
companies, in Las Vegas.
Myong Hannigan
Ms. Hannigan attended college at Seoul University in Seoul, South
Korea for general studies and business management. In addition
to her positions with the Company, Ms. Hannigan is also currently
a managing partner of a design/construction company, Synthetic
Systems, Inc. since 1991. This company specializes in custom
design for interior and exterior casino construction. Prior to
Synthetic Systems, Inc., Ms. Hannigan was a managing partner for
Architectural Services, Inc. and Architectural Systems, Inc.,
from 1983-1991. This company specialized in design and
installation of Custom Glass and Glazing Systems. Prior to
Architectural Services, Inc. and Architectural Systems, Ms.
Hannigan owned and managed Antiqua Stain Glass Company in
Honolulu, Hawaii from 1979-1981, which was relocated from
Bloomington, Illinois (1976-1979). The company specialized in
design, manufacturing, installation and retail/wholesale
products. Ms. Hannigan is the wife of Richard Hannigan,
President, Treasurer and Director of the Company.
Tracy Jones
Mr. Jones formed Western Architectural Services, LLC in 1982, as
an architectural design, and fabrication company. Over the past
20 years Mr. Jones has been instrumental in the development of
"themed" environments for the Hotel/Casino, Restaurant, and Theme
Park industry. At Western, Mr. Jones has revolutionized the use
of digitized computer enhancement for the replication of
historical features.
Mr. Jones created methods that reduced the time to produce large-
scale projects such as the Statue of Liberty at New York - New
York Hotel and Casino. Before this project would have taken
almost 1-1/2 years to recreate. However with methods developed at
Western this project was fabricated in just over 6 months.
In the past years, Mr. Jones has developed multiple technology's
that his company now markets and distributes throughout the
Western United States. In a very competitive market, this company
is experiencing a positive cash flow in its initial year.
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Mr. Jones has a history of producing the most difficult projects
on time, and on budget. With his new position at Voyager
Entertainment International, Inc., Mr. Jones can take this same
approach to developing the Voyager Project. Through many years of
difficult construction projects and budgetary restraints, Mr.
Jones has developed creative and effective means of manufacturing
and construction that will revolutionize this industry.
Mr. Jones will bring his expertise of manufacturing to this world
class project. Mr. Jones will focus on product development,
quality control, safety, state and federal regulations, freight
issues, and on-time production and overall construction review.
Blending his 20 years of experience in the construction industry;
Mr. Jones will bring a team of talented professionals together to
form an unbeatable group for the Voyager Project.
Myong Hannigan is the wife of Richard L. Hannigan, Sr.
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and
qualified. Officers are appointed to serve until the meeting of
the Board of Directors following the next annual meeting of
stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the
subject of any Order, Judgment, or Decree of any Court of
competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring suspending or otherwise limiting
him from acting as an investment advisor, underwriter, broker or
dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and
loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any
securities.
No Executive Officer or Director of the Corporation has been
convicted in any criminal proceeding (excluding traffic
violations) or is the subject of a criminal proceeding which is
currently pending.
No Executive Officer or Director of the Corporation is the subject
of any pending legal proceedings.
Committees
Our board of directors currently has no audit, compensation,
nominating committees or committee performing a similar
functions.
Board of Director's Report on Executive Compensation
General. As noted above, our Board of Directors does not have a
Compensation Committee and, accordingly, during the year ended
December 31, 2002, the Board of Directors, through the President,
reviewed and approved the compensation of our executive officers.
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Overall Policy; Significant Factors. The compensation decisions
made by the Board of Directors in respect of our executive
officers were influenced by two major factors. First, our start-
up nature brings with it all of the normal capital requirements
to sustain growth, therefore certain stock compensation was
granted in lieu of salaries, commissions and for services
rendered. This practice may be extended into the future on a
case-by-case basis and accordingly filed with the Securities and
Exchange Commission. Finally, as we continue to mature, certain
additions to the executive staff will be required. As we are
required to seek talent in outside market, we will be required to
provide a competitive compensation package.
As overall policy, however, the Board continues to believe that
long-term compensation tied to the creation of stockholder value
should constitute a significant component of the compensation to
be earned by our executive officers. In this respect, it will be
the Board's policy to attempt to restrain base cash compensation
(subject to competitive pressures), while providing the incentive
for Management to increase stockholder value by providing such
officers with significant numbers of market-price stock that will
not confer value upon the officers unless and until the Company's
share price rises. The Board of Directors expects that stock
options will constitute a significant component of the
compensation package provided to executive officers.
The Board believes that cash bonuses are, at times, appropriate
based upon the performance of our business compared to our
internal expectations and general business conditions.
Stock Option Plan
Our shareholders approved a 2002 Stock Option Plan on April 2,
2002 at our annual meeting. The plan authorizes the Company to
issue 5,000,000 shares of common stock for issuance upon exercise
of options.
The plan is intended to encourage directors, officers, employees
and consultants of the Company to acquire ownership of Common
Stock. Officers (including officers who are members of the Board
of Directors), directors (other than members of the Stock Option
Committee (the "Committee") to be established to administer the
Stock Option Plan) and other employees and consultants of the
Company and its subsidiaries (if established) will be eligible to
receive options under the planned Stock Option Plan. The
Committee will administer the Stock Option Plan and will
determine those persons to whom options will be granted, the
number of options to be granted, the provisions applicable to
each grant and the time periods during which the options may be
exercised. No options may be granted more than ten years after
the date of the adoption of the Stock Option Plan.
Unless the Committee, in its discretion otherwise, non-qualified
stock options will be granted with an option price equal to the
fair market value of the shares of Common Stock to which the non-
qualified stock option relates on the date of grant. In no event
may the option price with respect to an incentive stock option
granted under the Stock Option Plan be less than the date the
incentive stock option is granted. Each option granted under the
Stock Option Plan will be exercisable for a term of not more than
ten years after the date of grant. Certain other restrictions
will apply in connection with this Plan when some awards may be
exercised.
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In the event of a change of control (as defined in the Stock
Option Plan), the date on which all options outstanding under the
Stock Option Plan may first be exercised will be accelerated.
Generally, all options terminate 90 days after a change of
control. As of December 31, 2002, no options have been issued
under this plan.
Certain Relationships and Related Transactions
We have numerous related party transactions with Synthetic
Systems, Inc. ("Synthetic"). Synthetic is a company owned 100%
by Richard Hannigan, Sr., our President of the Company.
Synthetic advances funds when needed for operating purposes.
These advances bear interest at 5% per annum and are payable upon
demand. Interest expense totaled $150, $2,000 and $1,500,
respectively, as of January 31, 2002, and December 31, 2001 and
2000. As of January 31, 2002, we had a balance due to Synthetic
in the amount of $46,356.
Additionally, we have received funds from Gregg Giuffria, former
officer and director of the Company, and Veldon Simpson, former
officer and director of the Company, from time to time in the
past. As of January 31, 2002, we had a balance due to Mr.
Giuffria of $1,884 and a balance due to Mr. Simpson of $834.
Apex Ford
Apex Ford is a Chinese company and was established by the
officers and directors of the Company in order to operate and
create a presence in China. Apex Ford is not economically
dependent on the Company and has not entered into any
transactions with the Company.
On November 19, 2002, a Chinese Company called Apex Ford, of which
the officers of the Company were also the officers of Apex Ford,
received $150,000 from CML Group of China. The original agreement
was to be for $1,500,000. As of this date the CML Group has only
provided the initial $150,000 and is unlikely that CML will fund
any additional funds.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires our executive officers and
directors, and persons who beneficially own more than ten percent
of our common stock, to file initial reports of ownership and
reports of changes in ownership with the SEC. Executive officers,
directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based upon a review of the copies
of such forms furnished to us and written representations from
our executive officers and directors, our belief is that during
the year ended 2002, Richard Hannigan, Veldon Simpson and Myong
Hannigan filed there forms 5 on a timely basis.
Code of Ethics
The Company is in the process of taking steps to establish a
written code of ethics.
6
Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth information as of April 23, 2003
with respect to the beneficial ownership of common stock by (i)
each person who to the knowledge of the Company, beneficially
owned or had the right to acquire more than 5% of the outstanding
common stock, (ii) each director of the Company and (iii) all
executive officers and directors of the Company as a group.
Number Percent
Name of Beneficial Owner (1) of Shares Of Class
---------------------------- ---------- --------
Richard Hannigan 7,585,000 (2) 14.1%
Myong Hannigan 3,000,000 (2) 5.6%
Tracy Jones 3,217,500 (2) 6.0%
Gregg Giuffria 10,500,000 (2) 19.6%
Veldon Simpson 11,000,000 (2) 20.5%
---------- --------
All Directors & Officers 13,802,500 25.7%
as a Group (3 persons) ========== ========
(1) As used in this table, "beneficial ownership" means the sole
or shared power to vote, or to direct the voting of, a security,
or the sole or shared investment power with respect to Common
Stock (i.e., the power to dispose of, or to direct the
disposition of, a security). The address of each person is care
of the Company.
(2) Assumes conversion of Series A Convertible Preferred Stock
into common stock. Each share of preferred stock is convertible
into 10 shares of common stock. Each person owns 500,000 shares
of Series A Convertible Preferred Stock.
Executive Compensation
The following table sets forth the cash compensation of our
executive officers and directors for the fiscal year.
Summary Compensation Table
Long Term
Annual Compensation Compensation
--------------------------------- -------------------
Name and Other
Principal Annual Restricted
Position Year Salary Bonus Compensation Stock Options Others
-------------------------------------------------------------------------------
Richard
Hannigan
President/ 2002 $-0- -0- -0- 2,585,000 -0- -0-
Treasurer/
Director
Myong Hannigan
Secretary 2002 $-0- -0- -0- 3,000,000 -0- -0-
Veldon Simpson
Former 2002 $-0- -0- $86,000 6,000,000 -0- -0-
CEO/Director
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RESOLUTION 3
APPOINTMENT OF OFFICERS
The Board of Directors acting pursuant to Section 10-19.1-58(3)
of the NDBCA and Article III, Section 1(a), of the Bylaws of this
Corporation, the following officers were elected to serve in the
capacities set forth opposite their names:
Richard L. Hannigan, Sr. Chief Executive Officer and President
Myong Hannigan Secretary/Treasurer
Tracy Jones Chief Operating Officer
The Shareholders acting pursuant to Section 10-19.1-75 of the
NDBCA, Article 6 of the Company's Articles of Incorporation and
Article II, Section 10, of the Company's Bylaws, ratified the
appointment of the officers listed above to serve in the
capacities set forth opposite their names.
Section 10-19.1-58(3) of the NDBCA provides that a vacancy in an
office because of removal must be filled in the manner provided
in the articles or bylaws, or determined by the board.
Article III, Section1(a) of the Company's Bylaws gives the Board
of Directors the power to select and remove all officers, agents,
and employees of the Company.
Section 10-19.1-75 of the NDBCA, and Article 6 of the Company's
Articles of Incorporation, and Article II, Section 10 of the
Company's Bylaws, provide that an action can be taken without a
meeting by written action signed by the shareholders who own
voting power equal to the voting power that would be required to
take the same action at a meeting of the shareholders at which
all shareholders were present.
RESOLUTION 4
REINCORPORATION IN THE STATE OF NEVADA
The following discussion summarizes certain aspects of the
Reincorporation of the Company in Nevada. This summary does not
include all of the provisions of the Agreement and Plan of Merger
between the Company and VEII-Nevada, a copy of which is attached
hereto as Exhibit "A," or the Articles of Incorporation of VEII-
Nevada (the "Nevada Articles"), a copy of which is attached
hereto as Exhibit "B." Copies of the Articles of Incorporation
and the Bylaws of the Company (the "North Dakota Articles" and
the "North Dakota Bylaws," respectively) and the Bylaws of VEII-
Nevada (the "Nevada Bylaws") are available for inspection at the
principal office of the Company and copies will be sent to
shareholders upon request.
SUMMARY
Transaction: Reincorporation in Nevada.
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Purpose: To provide greater flexibility and simplicity in
corporate transactions and reduce taxes and other
costs of doing business. For more information, see
"Principal Reasons for Reincorporation in Nevada."
Method: Merger with and into our wholly-owned subsidiary,
Voyager Entertainment International, Inc., a
Nevada corporation ("VEII-Nevada"). For more
information, see "Principal Features of the
Reincorporation."
Exchange Ratios: One share of VEII-Nevada common stock will be
issued for each share of our common stock and one
share of VEII-Nevada preferred stock will be
issued for each share of our preferred stock held
as of the record date. For more information, see
"Principal Features of the Reincorporation."
Right to Dissent: Any shareholder is entitled to be paid the
fair value of his or its shares if the shareholder
timely dissents to the Reincorporation or any of
the actions resulting from or in connection with
the Reincorporation. For more information, see
"Rights of Dissenting Shareholders."
QUESTIONS AND ANSWERS
The following questions and answers are intended to respond to
frequently asked questions concerning our Reincorporation in
Nevada. These questions do not, and are not intended to, address
all the questions that may be important to you. YOU SHOULD
CAREFULLY READ THE ENTIRE INFORMATION STATEMENT, AS WELL AS ITS
EXHIBITS.
Q: Why is the Company reincorporating in Nevada?
A: We believe that the Reincorporation in Nevada will give us a
greater measure of flexibility and simplicity in corporate
governance than is available under North Dakota law and will
increase the marketability of our securities.
Q: Why are we not holding a meeting of shareholders to approve
the Reincorporation?
A: We have received the written consent of our majority
shareholders owning more than 50% of the outstanding voting
power of our securities. Under the North Dakota Business
Corporation Act ("North Dakota law") and our Articles of
Incorporation and Bylaws, this transaction may be approved by
the written consent of a majority of the shares entitled to
vote on it. Since we have already received written consents
representing the necessary number of votes, a meeting is not
necessary and represents a substantial and avoidable expense.
Q: What are the principal features of the Reincorporation?
A: The Reincorporation will be accomplished by merging with and
into our wholly-owned subsidiary, VEII-Nevada. One new share
of VEII-Nevada common stock and one new share of VEII-Nevada
preferred stock will be issued for each outstanding share of
9
our common and preferred stock held by our shareholders on
the record date for the Reincorporation. Our shares will no
longer be eligible to trade on the over-the-counter bulletin
board market. Shares of VEII-Nevada will be eligible to trade
in their place beginning on or about the effective date of
the Reincorporation under a new CUSIP number and trading
symbol that have not yet been assigned.
Q: What are the differences between Nevada and North Dakota law?
A: There are certain differences between the laws of North
Dakota and Nevada that impact your rights as a shareholder.
For information regarding the differences between the
corporate laws of the Nevada and North Dakota, please see
"Similarities and Differences Between the Corporate Laws of
North Dakota and Nevada."
Q: How will the Reincorporation affect my ownership?
A: Your ownership interest will not be affected by the
Reincorporation.
Q: Will the principal office of the Company change after the
Reincorporation?
A. The principal office of the Company, which is the same as the
principal office of VEII-Nevada, shall remain the principal
office of VEII-Nevada.
Q: How will the Reincorporation affect our business?
A: VEII-Nevada will continue our business at the same location
and with the same assets. The Company will cease its
corporate existence in the State of North Dakota on the
effective date of the Reincorporation.
Q: What do I do with my stock certificates?
A: Delivery of your certificates issued prior to the effective
date of the Reincorporation will constitute "good delivery"
of shares in transactions subsequent to Reincorporation.
Certificates representing shares of VEII-Nevada will be
issued with respect to transfers consummated after the
Reincorporation. New certificates will also be issued upon
the request of any shareholder, subject to normal
requirements as to proper endorsement, signature guarantee,
if required, and payment of applicable taxes.
It will not be necessary for shareholders of the Company to
exchange their existing stock certificates for certificates
of VEII-Nevada. Outstanding stock certificates of the Company
should not be destroyed or sent to us.
Q: What if I have lost my certificate?
A: If you have lost your certificate, you can contact our
transfer agent to have a new certificate issued. You may be
required to post a bond or other security to reimburse us for
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any damages or costs if the certificate is later delivered
for sale of transfer. Our transfer agent may be reached at:
Nevada Agency and Trust Company
50 West Liberty Street, Suite 880
Reno, NV 89501
Telephone: (775) 322-0626
Q: Can I require the Company to purchase my stock?
A: Yes. Under North Dakota law you are entitled to appraisal and
purchase of your stock as a result of the Reincorporation.
Q: Who will pay the costs of Reincorporation?
A: We will pay all of the costs of Reincorporation in Nevada,
including distributing this Information Statement. We may
also pay brokerage firms and other custodians for their
reasonable expenses for forwarding information materials to
the beneficial owners of our common stock. We do not
anticipate contracting for other services in connection with
the Reincorporation.
Q: Will I have to pay taxes on the new certificates?
A: We believe that the Reincorporation is not a taxable event
and that you will be entitled to the same basis in the shares
of VEII-Nevada that you had in our common stock. Everyone's
tax situation is different and you should consult with your
personal tax advisor regarding the tax effect of the
Reincorporation.
Principal Reasons for Reincorporation
The Board of Directors believes that the Reincorporation will
give the Company a greater measure of flexibility and simplicity
in corporate governance than is available under North Dakota law
and will increase the marketability of the Company's securities.
The State of Nevada is recognized for adopting comprehensive
modern and flexible corporate laws which are periodically revised
to respond to the changing legal and business needs of
corporations. For this reason, many major corporations have
initially incorporated in Nevada or have changed their corporate
domiciles to Nevada in a manner similar to that proposed by the
Company. Nevada corporate law, accordingly, has been, and is
likely to continue to be, interpreted in many significant
judicial decisions, a fact which may provide greater clarity and
predictability with respect to the Company's corporate legal
affairs. For these reasons, the Board of Directors believes that
the Company's business and affairs can be conducted to better
advantage if the Company is able to operate under Nevada law. See
"Certain Significant Differences between the Corporation Laws of
Nevada and North Dakota."
11
Principal Features of the Reincorporation
The Reincorporation will be accomplished by a merger (the
"Merger") of the Company into VEII-Nevada pursuant to an
Agreement and Plan of Merger (the "Plan of Merger") between the
Company and VEII-Nevada dated April 14, 2003, with VEII-Nevada
surviving the merger. A copy of the Plan of Merger is attached
to this Information Statement at Exhibit A. The Reincorporation
will become effective upon the filing of the Articles of Merger
with the Secretary of States of Nevada and North Dakota. Under
federal securities laws, the Company cannot file the Articles of
Merger until at least 20 days after the mailing of this
Information Statement (the "Effective Date").
Upon completion of the Reincorporation, each of our shareholders
as of the Record Date will be entitled to receive one share of
VEII-Nevada common and preferred stock for each share of the
Company's common and preferred stock he owned on the Record Date.
There are no shares of VEII-Nevada common or preferred stock
currently outstanding. As a result of the Reincorporation, the
Company will cease its corporate existence in the State of North
Dakota.
The Articles of Incorporation and Bylaws of VEII-Nevada are not
significantly different from our Articles of Incorporation and
Bylaws. Your rights as shareholders may be affected by the
Reincorporation by, among other things, the differences between
the laws of the State of North Dakota, which govern the Company,
and the laws of the State of Nevada, which govern VEII-Nevada.
See the information under "Similarities and Differences Between
The Corporate Laws Of North Dakota And Nevada" for a summary of
the differences between the corporate laws of the State of North
Dakota and the State of Nevada.
The Reincorporation will not result in any changes in our
business, assets, liabilities or net worth. VEII-Nevada is
currently our wholly-owned subsidiary and, upon completion of the
Reincorporation, will succeed by operation of law to all of our
business, assets and liabilities. Our daily business operations
will continue at our principal executive offices at 4483 West
Reno Ave., Las Vegas, Nevada 89118.
Survivor's Succession to Corporate Rights
VEII-Nevada, the surviving corporation, shall thereupon and
thereafter possess all the rights, privileges, powers and
franchises of both a public and private nature, and subject to
all the restrictions, disabilities and duties of the Company, and
all property, real, personal, and mixed, and all debts due to the
Company on whatever account, as well for stock subscriptions as
all other things in action or belonging to the Company shall be
vested in the surviving corporation; and all property, rights,
privileges, powers and franchises, and all and every other
interest shall thereafter effectively be the property of the
surviving corporation as they were of the Company, and the title
to any real estate vested by deed or otherwise in the Company
shall not revert or be in any way impaired by reason of the
merger; but all rights of creditors and all liens upon any
property of the Company shall be preserved unimpaired, and all
debts, liabilities and duties of the Company shall thenceforth
attach to the surviving corporation and may be enforced against
it to the same extent as if said debts, liabilities and duties
12
had been incurred or contracted by it. Specifically, but not by
way of limitation, the surviving corporation shall be responsible
and liable to dissenting shareholders who are accorded and who
preserve rights of appraisal as required by the North Dakota
Business Corporation Act (the "NDBCA"); and any action or
proceeding whether civil, criminal or administrative, pending by
or against the Company shall be prosecuted as if the Plan had not
taken place, or the surviving corporation may be substituted in
such action or proceeding.
Survivor's Succession to Corporate Acts, Plans, Contracts and
Similar Rights
All corporate acts, plans, policies, contracts, approvals and
authorizations of the Company, its shareholders, its Board of
Directors, committees, elected or appointed by its Board of
Directors, and its officers and agents, which were valid and
effective immediately prior to the effective time of the merger,
shall be taken for all purposes as the acts, plans, policies,
contracts, approvals and authorizations of the surviving
corporation and shall be as effective and binding thereon as the
same were with the surviving corporation and continue to be
entitled to the same rights and benefits which they enjoyed as
employees of the Company.
Survivor's Rights to Assets, Liabilities, Reserves, etc.
The assets, liabilities, reserves and accounts of the Company
shall be recorded on the books of the surviving corporation at
the amounts at which they, respectively, shall then be carried on
the books of VEII-Nevada, subject to such adjustments or
eliminations of intercompany items as may be appropriate in
giving effect to the merger.
Description of Securities of VEII-Nevada.
VEII-Nevada is authorized to issue 250,000,000 shares of
capital stock, consisting of 200,000,000 shares of common stock
and 50,000,000 shares of blank check preferred stock, each having
a par value of $.001 per share. For a description of blank check
preferred stock see the heading Blank Check Preferred Stock
below. VEII-Nevada's Certificate of Incorporation provides that
each outstanding share of common stock is entitled to one vote on
each matter submitted at a meeting of stockholders. The common
stock carries no preemptive rights or cumulative voting rights.
For a complete description of the securities of VEII-Nevada see
the Certificate of Incorporation of VEII-Nevada included with
this Information Statement as Exhibit B.
Neither the Company nor VEII-Nevada has any dividends in arrears
or has defaulted in principal or interest in respect of any
outstanding securities.
Blank Check Preferred Stock
Upon reincorporation into VEII-Nevada, the Board will, without
further action by the shareholders, unless otherwise required by
law, be authorized to issue up to 50,000,000 shares of Preferred
Stock at such times, for such purposes and for such consideration
as it may determine. The foregoing is a summary of the terms and
conditions relating to the ability of the Board of Directors of
VEII-Nevada to issue Preferred Stock. See the attached Exhibit B,
the Certificate of Incorporation of VEII-Nevada, for a complete
description of the terms and conditions relating to the ability
of the Board of Directors of VEII-Nevada to issue Preferred
Stock.
13
The issuance of Preferred Stock could be used to create voting
impediments and to make it more difficult for persons seeking to
effect a merger or otherwise gain control of the Company. Neither
the Board of Directors nor management of the Company or VEII-
Nevada is considering the use of Preferred Stock for such
purposes. The authorization and issuance of a series of Preferred
Stock could have certain effects on the holders of Common Stock.
Such effects might include (a) restrictions on dividends on
Common Stock if dividends on Preferred Stock are in arrears, (b)
possible dilution of the voting power of the Common Stock to the
extent that the Preferred Stock has voting rights, and (c)
holders of the Common Stock not being entitled to share in the
Company's assets upon liquidation until satisfaction of any
liquidation preference granted to the Preferred Stock. The
ability to issue Preferred Stock gives the Company greater
flexibility for future financing needs, acquisitions, and other
corporate purposes.
The Company currently has 1,500,000 shares of Series A
Convertible Preferred issued and outstanding. Upon
reincorporation, the Company plans to designate a portion of its
authorized Preferred Stock as Series A Convertible Preferred with
substantially the same rights and preferences as the North Dakota
Series A Preferred Stock.
Regulatory Requirements
With the exception of filings to be made with the Secretary of
State of the State of Nevada and the Secretary of State of the
State of North Dakota, there are no federal or state regulatory
requirements to be complied with or approvals that must be
obtained in connection with the proposed change of domicile.
Reports, Opinions or Appraisals
No report, opinion or appraisal has been sought in connection
with the proposed change of domicile.
FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION
The reincorporation provided for in the Merger Agreement is
intended to be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended. Assuming the reincorporation
qualifies as a reorganization, no gain or loss will be recognized
to the holders of capital stock of the Company as a result of
consummation of the reincorporation, and no gain or loss will be
recognized by the Company or VEII-Nevada. Each former holder of
capital stock of the Company will have the same basis in the
capital stock of VEII-Nevada received by such holder pursuant to
the reincorporation as such holder has in the capital stock of
the Company held by such holder at the time of consummation of
the reincorporation. Each shareholder's holding period with
respect to VEII-Nevada's capital stock will include the period
during which such holder held the corresponding Company capital
stock, provided the latter was held by such holder as a capital
asset at the time of consummation of the reincorporation. The
Company has not obtained a ruling from the Internal Revenue
Service or an opinion of legal or tax counsel with respect to the
consequences of the reincorporation.
14
A successful IRS challenge to the reorganization status of the
proposed reincorporation (in consequence or a failure to satisfy
the "continuity of interest" requirement or otherwise) would
result in a shareholder recognizing gain or loss with respect to
each share of the Company's capital stock exchanged in the
proposed reincorporation equal to the difference between the
shareholder's basis in such share and the fair market value, as
of the time of exchange therefor. In such event, a shareholder's
aggregate basis in the shares of the capital stock received in
the exchange would equal their fair market value on such date,
and the shareholder's holding period for such stock would
commence anew.
THE FOREGOING IS ONLY A SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS
REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE PROPOSED
REINCORPORATION, INCLUDING THE APPLICABILITY OF THE LAWS OF ANY
STATE OR OTHER JURISDICTION.
SIMILARITIES AND DIFFERENCES BETWEEN THE CORPORATE LAWS OF
NORTH DAKOTA AND NEVADA
The corporation laws of North Dakota and Nevada differ in some
respects. It is impracticable to summarize all of the differences
in this Information Statement, but certain differences between
the corporation laws of North Dakota and Nevada that could affect
the rights of shareholders of the Company are as follows:
Cumulative Voting for Directors
Under cumulative voting, each share of stock entitled to vote in
the election of directors has a number of votes equal to the
number of directors to be elected. A shareholder may then cast
all of his votes for a single candidate, or may allocate them
among as many candidates as such shareholder may choose. Under
Nevada law, shares may not be cumulatively voted for the election
of directors unless the certificate of incorporation specifically
provides for cumulative voting. In North Dakota, cumulative
voting is mandatory upon notice given by a shareholder at a
shareholders' meeting at which directors are to be elected. Once
notice is given by one shareholder, all shareholders are entitled
to cumulate their votes. The Articles of Incorporation of the
Company do not and the Certificate of Incorporation of VEII-
Nevada will not, provide for cumulative voting in the election of
directors.
Shareholder Vote for Mergers
North Dakota law and Nevada law relating to mergers and other
corporate reorganizations are substantially the same.
Indemnification
North Dakota and Nevada have similar laws with respect to
indemnification by a corporation of its directors. For example,
the laws of both states permit corporations to adopt a provision
in the Articles of Incorporation eliminating the liability of a
15
director to the corporation or its shareholders for monetary
damages for breach of the director's fiduciary duty of care (and
the fiduciary duty of loyalty in the case of Nevada). North
Dakota allows indemnification of directors, officers and
employees (or other persons by contract or otherwise). Nevada
also extends the indemnification provisions to officers,
employees and other agents of the corporation. The Certificate of
Incorporation of VEII-Nevada eliminates the liability of
directors, officers, employees and other agents of the
corporation to the fullest extent permissible under Nevada law.
Payments of Dividends
Nevada and North Dakota law are similar regarding the payment of
dividends. In both North Dakota and Nevada, the law permits the
payment of dividends if, after the dividends have been paid, the
corporation is able to pay its debts as they become due in the
usual course of business (equity test for insolvency), and the
corporation's total assets are not less than the sum of its total
liabilities plus the amount that would be needed, if the
corporation were to be dissolved at the time of the dividend
payment, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those
receiving the dividend (balance sheet test for insolvency). In
addition, both North Dakota and Nevada law generally provides
that a corporation may redeem or repurchase its shares only if
the same equity and balance sheet test for insolvency are
satisfied. In determining whether the balance sheet test has been
satisfied, the board may: (i) use financial statements prepared
on the basis of accounting practices that are reasonable under
the circumstances; (ii) make its determination based on a fair
valuation, (in the case of Nevada including, but not limited to,
unrealized appreciation and depreciation); or (iii) make its
determination based upon any other method that is reasonable in
the circumstances.
Restrictions on Business Combinations
In the last several years, a number of states (but not North
Dakota) have adopted special laws which contain provisions
restricting the ability of a corporation to engage in business
combinations with an interested shareholder.
Nevada law defines an "interested shareholder" as a beneficial
owner (directly or indirectly) of ten percent (10%) or more of
the voting power of the outstanding shares of the corporation.
Under Nevada law the three-year moratorium can be lifted only by
advance approval by a corporation's board of directors. After the
three-year period, combinations with "interested shareholders"
remain prohibited unless (i) they are approved by the board of
directors, the disinterested shareholders or a majority of the
outstanding voting power not beneficially owned by the interested
party, or (ii) the interested shareholders satisfy certain fair
value requirements. A Nevada corporation may opt-out of the
statute with appropriate provisions in its articles of
incorporation.
VEII-Nevada has opted out of the applicable statutes in its
Articles of Incorporation initially filed with the Secretary of
State.
16
Dissenters' Rights of Appraisal
The shareholders of the Company are afforded dissenters' rights
of appraisal under the laws of the State of North Dakota.
Section 10-19.1-87 of the NDBCA, provides that any shareholder,
is entitled to dissent from and obtain payment of the fair value
of shares held in the consummation of any plan if required by
NDBCA Section 10-19.1-87 or the articles of incorporation and the
shareholder is entitled to vote on the merger or consolidation.
Pursuant to Section 10-19.1-98 of the NDBCA, a corporation is
required to send a notice to all shareholders as of the
applicable record date, regardless of whether such shareholders
are entitled to vote, notifying them that they are entitled to
assert dissenters' rights under the NDBCA. A shareholder who
wishes to assert dissenters' rights must comply with the
procedural requirements of Section 10-19.1-88 of the NDBCA and
cause the corporation to receive, before the vote is taken,
written notice of intent to demand payment for shares if the
proposed actions is effectuated; and such shareholder may not
vote any shares in favor of the proposed actions. In order to
assert dissenters' rights, a shareholder must have been a
shareholder with respect to the shares for which payment is
demanded as of the date the proposed corporate action creating
dissenters' rights is approved by the shareholders, if such
approval is required, or as of the effective date of the
corporate action, if no such approval is required.
Pursuant to Section 10-19.1-88 of the NDBCA, the dissenters are
required to receive notice stating the address to which a demand
for payment and share certificates must be sent in order to
obtain payment and the date by which they must be received;
supply a form to be used to certify the date on which the
shareholder, or the beneficial owner on whose behalf the
shareholder dissents, acquired the shares or an interest in them
and to demand payment; a copy of Sections 10-19.1-87 and 10-19.1-
88 of the NDBCA. Accordingly, a copy of Sections 10-19.1-87 and
10-19.1-88 of the NDBCA is attached hereto and is incorporated
herein by reference. See Exhibit C herein.
In order to receive the fair value of shares, a dissenting
shareholder must demand payment and deposit certificated shares
within 30 days after the notice was given, but the dissenter
retains all other rights of a shareholder until the proposed
action takes effect.
Section 10-19.1-88 of the NDBCA provides that after the corporate
action takes effect, or after the corporation receives a valid
demand for payment, whichever is later, the corporation shall
remit to each dissenting shareholder who has complied with
subsections three four and five of Section 10-19.1-88 of the
NDBCA, the amount the corporation estimates to be the fair value
of the shares, plus interest. Each payment made shall be
accompanied by a balance sheet and statement of income of the
corporation for a fiscal year ending not more than 16 months
before the effective date of the corporate action, together with
the latest available interim financial statements; a statement of
the corporation's estimate of the fair value of the shares and a
brief description of the method used to reach the estimate; and a
copy of Sections 10-19.1-87 and 10-19.1-88 of the NDBCA.
Accordingly, a copy of Sections 10-19.1-87 and 10-19.1- 88 of the
NDBCA is attached hereto and is incorporated herein by reference.
See the caption "Exhibits" herein.
17
If a dissenter believes that the amount remitted by the
corporation is less than the fair value of the shares plus
interest, the dissenter may give written notice to the
corporation of the dissenter's own estimate of the fair value of
the shares plus interest, within 30 days after the corporation
mails the remittance and demand payment of the difference.
Otherwise, a dissenter is entitled only to the amount remitted by
the corporation.
The corporation shall commence a proceeding within 60 days after
receipt of the counter-payment demand from the dissenting
shareholder and petition the court to determine the fair value of
the shares and the amount of interest; if the corporation does
not commence the proceeding within the 60 day period, it shall
pay each dissenter whose demand remains unresolved the amount
demanded. Any such action shall be brought in the district court
in the county where the corporation maintains its registered
office at 3727 Kingston Dr., Bismark, North Dakota 58503, and all
dissenters who have satisfied all requirements of any counter-
proposal for the payment of the fair value of their shares and
whose demands remain unresolved, shall be made party to the
action. The court may appoint one or more persons to determine
the fair value of the shares, and each dissenter made party to
the proceeding is, entitled to judgment for the amount, if any,
by which the court finds the fair value of the shares, plus
interest, exceeded the amount paid by the corporation, but shall
not be liable to the corporation for the amount remitted to the
dissenter that exceeds the fair value of the shares as determined
by the court, plus interest. The court may assess costs and
counsel fees, including the reasonable compensation expenses of
appraisers appointed by the court. These fees will be assessed
against the corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds
equitable, to the extent the court finds that the dissenters
acted arbitrarily, vexatiously or not in good faith in making
demand for payment of the fair value of their shares. The court
may also assess fees and expenses of counsel in amounts the court
finds equitable, and against either the corporation or one or
more dissenters or in favor of any other party, if the court
finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously or not in good faith. If
the court finds that the services of counsel for any dissenters
were of substantial benefit to other dissenters similarly
situated, and that the fees for those services should not be
assessed against the corporation, the court may award to those
counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited. See Section 10-19.1-88 of the
NDBCA.
MEMBERS OF THE BOARD OF DIRECTORS COLLECTIVELY OWN SUFFICIENT
VOTING SECURITIES OF THE COMPANY TO ADOPT, RATIFY AND APPROVE THE
MERGER PURSUANT TO WHICH THE COMPANY WILL CHANGE ITS DOMICILE
FROM THE STATE OF NORTH DAKOTA TO THE STATE OF NEVADA. NO FURTHER
CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
The information contained in this Information Statement and the
Dissenting Shareholders' Payment Demand Form which is attached
hereto constitutes the only notice any dissenting shareholder
will be provided under the NDBCA relative to dissenting
shareholders' rights of appraisal.
18
RESOLUTION 5
INCREASE THE AUTHORIZED CAPITAL STOCK OF THE COMPANY
VEII-North Dakota's Articles of Incorporation, as currently
in effect, authorizes the Company to issue up to 100,000,000
shares of common stock, par value $0.001 per share, and
25,000,000 shares of preferred stock, par value $0.001 per
share. The Board of Directors and the Majority Shareholders
have approved an increase in the number of authorized shares
of both the common and preferred stock of the Company to be
effected as a result of the Reincorporation. Upon the
filing of the VEII-Nevada Articles of Incorporation, the
Company will be authorized to issue 200,000,000 shares of
common stock, $0.001 par value per share, and 50,000,000
shares of preferred stock, $0.001 par value per share.
The Board of Directors believes that it is in the Company's
and the Company's stockholders' best interests to increase
the availability of additional authorized but unissued
capital stock to provide the Company with the flexibility to
issue equity for other proper corporate purposes which may
be identified in the future. Such future activities may
include, without limitation, raising equity capital,
adopting Employee Stock Plans or making acquisitions through
the use of stock. The Board of Directors has no immediate
plans, understandings, agreements or commitments to issue
additional shares of stock for any purposes.
The Board of Directors believes that the increase in
authorized capital will make a sufficient number of shares
available, should the Company decide to use its shares for
one or more of such previously mentioned purposes or
otherwise. The Company reserves the right to seek a further
increase in authorized shares from time to time in the
future as considered appropriate by the Board of Directors.
The increased capital will provide the Board of Directors
with the ability to issue additional shares of stock without
further vote of the stockholders of the Company, except as
provided under Nevada corporate law or under the rules of
any national securities exchange on which shares of stock of
the Company are then listed. Under VEII-Nevada's Articles,
the Company's stockholders do not have preemptive rights to
subscribe to additional securities which may be issued by
the Company, which means that current stockholders do not
have a prior right to purchase any new issue of capital
stock of the Company in order to maintain their
proportionate ownership of the Company's stock. In addition,
if the Board of Directors elects to issue additional shares
of stock, such issuance could have a dilutive effect on the
earnings per share, voting power and shareholdings of
current stockholders.
In addition to the corporate purposes discussed above, the
authorization of additional capital, under certain
circumstances, may have an anti-takeover effect, although
this is not the intent of the Board of Directors. For
example, it may be possible for the Board of Directors to
delay or impede a takeover or transfer of control of the
Company by causing such additional authorized shares to be
issued to holders who might side with the Board in opposing
a takeover bid that the Board of Directors determines is not
in the best interests of the Company and our stockholders.
The increased authorized capital therefore may have the
effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited
19
takeover attempts, the increased capital may limit the
opportunity for the Company's stockholders to dispose of
their shares at the higher price generally available in
takeover attempts or that may be available under a merger
proposal. The increased authorized capital may have the
effect of permitting the Company's current management,
including the current Board of Directors, to retain its
position, and place it in a better position to resist
changes that stockholders may wish to make if they are
dissatisfied with the conduct of the Company's business.
However, the Board of Directors is not aware of any attempt
to take control of the Company and the Board of Directors
did not approve the increase in the Company's authorized
capital with the intent that it be utilized as a type of
anti-takeover device.
RESOLUTION 6
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Board of Directors has appointed Stonefield
Josephson, Inc. as its independent auditors for the fiscal year
ending December 31, 2003. The Majority Shareholders have
ratified the appointment of Stonefield Josephson, Inc. by written
consent.
Changes in Accountants
Clyde Bailey P.C. was dismissed as our independent accountant on
April 2, 2002. Merdinger, Fruchter, Rosen & Corso, P.C. was
engaged by us on April 9, 2002.
On August 8, 2002, Merdinger, Fruchter, Rosen & Corso, P.C. was
dismissed and Stonefield Josephson, Inc. was appointed as our
independent accountants for the fiscal year ending December 31,
2002.
These changes in accountants did not result from any
dissatisfaction with the quality of professional services
rendered by Merdinger, Fruchter, Rosen & Company, Inc. or Clyde
Bailey P.C. as the Company's independent accountants.
Disagreements with Accountants on Accounting and Financial
Disclosure
The audit reports issued by Clyde Bailey P.C. with respect to the
Company's year ended October 31, 2001 financial statements did
not contain an adverse opinion or disclaimer of opinion, and were
not qualified as to uncertainty, audit scope or accounting
principles. There have been no disagreements between the Company
and Clyde Bailey P.C. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Clyde Bailey P.C., would have caused them to make
a reference to the subject matter of the disagreement in
connection with their audit report.
The audit reports issued by Merdinger, Fruchter, Rosen & Company,
Inc. with respect to the audits of Voyager Ventures, Inc., the
Company's wholly-owned subsidiary, financial statements as of
January 31, 2002, December 31, 2001 and 2000, did not contain an
adverse opinion or disclaimer of opinion, and were not qualified
as to uncertainty, audit scope or accounting principles. There
have been no disagreements between the Company and Merdinger,
Fruchter, Rosen & Company, Inc. on any matter of accounting
20
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Merdinger, Fruchter, Rosen & Company,
Inc., would have caused them to make a reference to the subject
matter of the disagreement in connection with their audit report.
Audit Fees
The aggregate fees billed by Stonefield Josephson, Inc. for
professional services rendered for the audit of the Company's
annual financial statements for the year ended December 31, 2002
and review of the financial statements included in the Company's
Forms 10-QSB for the quarter ended September 30, 2002 were
$18,000.
The aggregate fees billed by Merdinger, Fruchter, Rosen &
Company. for professional services rendered for the audits of
Voyager Ventures, Inc., the Company's wholly-owned subsidiary,
financial statements as of January 31, 2002, December 31, 2001
and 2000, and review of the financial statements included in the
Company's Forms 10-QSB for the quarters ended March 31, 2002 and
June 30, 2002 were $12,234.
Financial Information Systems Design And Implementation Fees
There were no fees billed for financial information systems
design and implementation.
All Other Fees
There were no other fees for either audit related or non-audit
services billed by either Stonefield Josephson, Inc. or
Merdinger, Fruchter, Rosen & Company, Inc. for the most recent
fiscal year ended December 31, 2002. Audit related services
generally include fees for benefit plan audits, accounting
consultations, and SEC registration statements.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR
OUR NEXT ANNUAL MEETING
Stockholders may submit proper proposals for inclusion in our
next proxy statement and for consideration at our 2004 annual
meeting of our stockholders by submitting their proposals in
writing to the Secretary of Voyager Entertainment International,
Inc. in a timely manner. In order to be included in our proxy
materials for the next annual meeting of stockholders to be held
in the year 2004, stockholder proposals must be received by our
Secretary no later than February 1, 2004, and must otherwise
comply with the requirements of Rule 14a-8 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
FINANCIAL INFORMATION
The Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 2002 is being delivered to you with this
Information Statement. The Company will furnish a copy of any
exhibit thereto or other information upon request by a
shareholder to the Company's principal offices at Voyager
Entertainment International, Inc. Attention: Richard L. Hannigan,
Sr., 4483 West Reno Ave., Las Vegas, Nevada 89118.
21
EXHIBITS INDEX
A. AGREEMENT AND PLAN OF MERGER
B. NEVADA ARTICLES OF INCORPORATION
C. NORTH DAKOTA STATUTES REGARDING DISSENTER'S RIGHTS
D. NOTICE TO SHAREHOLDERS OF DISSENTERS' RIGHTS OF
APPRAISAL PURSUANT TO NORTH DAKOTA BUSINESS
CORPORATION ACT SECTION 10-19.1-98
E. DISSENTING SHAREHOLDERS' PAYMENT DEMAND FORM
EXHIBIT A
PLAN AND AGREEMENT OF MERGER
OF
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(A NORTH DAKOTA CORPORATION)
AND
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(A NEVADA CORPORATION)
PLAN AND AGREEMENT OF MERGER entered into on May ___, 2003, by
and between VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North
Dakota corporation ("VEII-North Dakota"), and VOYAGER
ENTERTAINMENT INTERNATIONAL, INC., a Nevada corporation ("VEII-
Nevada").
WHEREAS, VEII-North Dakota is a business corporation of the State
of North Dakota with its registered office therein located at
3727 Kingston Dr., Bismark, North Dakota 58503; and
WHEREAS, the total number of shares of stock which VEII-North
Dakota has authority to issue is 150,000,000, of which
100,000,000 are common stock, $.001 par value per share, and
50,000,000 are preferred stock, $.001 par value per share; and
WHEREAS, VEII-Nevada is a business corporation of the State of
Nevada with its registered office therein located at 4483 West
Reno Ave., Las Vegas, Nevada 89118; and
WHEREAS, the total number of shares of stock which VEII-Nevada
has authority to issue is 250,000,000, of which 200,000,000
are common stock, $.001 par value per share, and 50,000,000 are
preferred stock, $.001 par value per share; and
WHEREAS, the North Dakota Business Corporation Act permits a
merger of a business corporation of the State of North Dakota
with and into a business corporation of another jurisdiction; and
WHEREAS, the General Corporation Law of the State of Nevada
permits the merger of a business corporation of another
jurisdiction with and into a business corporation of the State of
Nevada; and
WHEREAS, VEII-North Dakota and VEII-Nevada and the respective
Boards of Directors thereof declare it advisable and to the
advantage, welfare, and best interests of said corporations and
their respective stockholders to merge VEII-North Dakota with and
into VEII-Nevada pursuant to the provisions of the North Dakota
Business Corporation Act and pursuant to the provisions of the
General Corporation Law of the State of Nevada upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreement of the parties hereto hereby determine and agree
as follows.
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ARTICLE I
MERGER
1.1. CONSTITUENT CORPORATIONS. The name, address and
jurisdiction of organization of each of the constituent
corporations are set forth below.
A. Voyager Entertainment International, Inc., a
corporation organized under and governed by the laws of the
State of North Dakota with a principal place of business at
4483 West Reno Ave., Las Vegas, Nevada 89118 (the
"terminating corporation").
B. Voyager Entertainment International, Inc., a
corporation organized under and governed by the laws of the
State of Nevada with a principal place of business at 4483
West Reno Ave., Las Vegas, Nevada 89118 (the "surviving
corporation").
1.2. SURVIVING CORPORATION. Voyager Entertainment
International, Inc. shall be the surviving corporation. The
principal place of business, Articles of Incorporation, bylaws,
officers and directors of Voyager Entertainment International,
Inc. shall survive the merger without amendment or revision and
be the principal place of business, Articles of Incorporation,
bylaws, officers and directors of the surviving corporation.
1.3. MERGER. On the Effective Date (as hereinafter set
forth) and subject to the terms and conditions of this Agreement,
the applicable provisions of the North Dakota Business
Corporation Act ("North Dakota Law"), and the applicable
provisions of Title 7, Chapter 78 of the Nevada Revised Statutes
("Nevada Law"), VEII-North Dakota is merged with and into VEII-
Nevada. The separate existence of VEII-North Dakota shall cease
on and after the Effective Date.
ARTICLE II
EXCHANGE AND CONVERSION OF SHARES
2.1. CONVERSION OF CAPITAL STOCK.
A. On the Effective Date, each issued and outstanding
share of the common stock, $.001 par value per share, of VEII-
North Dakota shall be converted into the right to receive
one (1) fully paid and non-assessable share of the common
stock, $.001 par value per share, of VEII-Nevada.
B. On the Effective Date, each issued and outstanding
share of the preferred stock of any series or class of VEII-
North Dakota shall be converted into the right to receive
one fully paid and non-assessable share of preferred stock,
$.001 par value per share, of VEII-Nevada with substantially
identical rights and preferences.
2.2. FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued by VEII-Nevada as
a result of the merger. Each fractional share that would
otherwise result from the merger shall be cancelled and returned
to the authorized and unissued capital stock of VEII-Nevada and a
full share of VEII-Nevada common stock, $.001 par value per
share, shall be issued in its place.
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2.3. NO MANDATORY EXCHANGE. It will not be necessary for
shareholders of the veii-North Dakota to exchange their existing
stock certificates for certificates of VEII-Nevada. Outstanding
stock certificates of the Company should not be destroyed or sent
to the surviving corporation.
2.4. EXISTING SHARES. Prior to the merger, no shares of
common or preferred stock of VEII-Nevada had been issued.
ARTICLE III
ADDITIONAL COVENANTS AND AGREEMENTS
3.1. OUTSTANDING OPTIONS AND WARRANTS. Except to the extent
otherwise provided in outstanding options, warrants, and other
rights to purchase shares of the common stock, $.001 par value
per share, of VEII-North Dakota, each option, warrant or other
right to purchase shares of the common stock, $.001 par value per
share, of VEII-North Dakota, shall be exercisable to purchase
shares of VEII-Nevada on the same terms and conditions.
3.2. SUBMISSION TO SERVICE IN NORTH DAKOTA. VEII-Nevada
agrees that it may be served with process in the State of North
Dakota in any proceeding for enforcement of any obligation of the
VEII-Nevada arising from this merger, including any suit or other
proceeding to enforce the rights of any stockholders as
determined in appraisal proceedings pursuant to the provisions of
Section 10-19.1-98 of the North Dakota Business Corporation Act,
and irrevocably appoints the Secretary of State of North Dakota
as its agent to accept services of process in any such suit or
proceeding.
3.3. COOPERATION. In the event that this Agreement is
approved and adopted by the stockholders of VEII-North Dakota in
accordance with North Dakota Law, the parties hereto agree that
they will cause to be executed and filed and recorded any
document or documents prescribed by North Dakota Law or Nevada
Law, and that they will cause to be performed all necessary acts
within the State of North Dakota and the State of Nevada and
elsewhere to effectuate the merger herein provided for.
3.4. ADDITIONAL ASSURANCES. VEII-North Dakota hereby
appoints the officers and directors, each acting alone, as its
true and lawful attorneys in fact to do any and all acts and
things, and to make, execute, deliver, file, and record any and
all instruments, papers, and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect
any of the provisions of this Agreement or of the merger herein
provided for.
ARTICLE IV
EFFECTIVE DATE
4.1. EFFECTIVE DATE. This merger shall be effective in the
State of North Dakota and the State of Nevada, shall be on the
date a certificate of merger meeting the requirements of Nevada
Law, is filed with the Secretary of State of the State of Nevada.
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4.2. TERMINATION. Notwithstanding the full approval and
adoption of this Agreement, the said Agreement may be terminated
by either party at any time prior to the filing thereof with the
Secretary of State of the State of Nevada.
4.3. AMENDMENT. Notwithstanding the full approval and
adoption of this Agreement, this Agreement may be amended at any
time and from time to time prior to the filing thereof with the
Secretary of State of the State of Nevada except that, without
the approval of the stockholders of VEII-North Dakota and the
stockholders of VEII-Nevada, no such amendment may (a) change the
rate of exchange for any shares of VEII-North Dakota or the types
or amounts of consideration that will be distributed to the
holders of the shares of stock of VEII-North Dakota; (b) change
any term of the Articles of Incorporation of VEII-Nevada; or (c)
adversely affect any of the rights of the stockholders of VEII-
North Dakota or VEII-Nevada.
ARTICLE V
MISCELLANEOUS
5.1. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which may have different signatures
and be signed at different times. When all parties have signed at
least one counterpart, each counterpart shall be deemed complete
and shall constitute the same instrument.
5.2. ENTIRE AGREEMENT. This Agreement and the is intended by
the parties to be the final expression of their agreement with
respect to the matter set forth herein and is intended to contain
all of the terms of such agreement without the need to refer to
other documents. There are no other understandings, written or
oral, among the parties with respect to the matter set forth
herein.
5.3. AMENDMENT. This Agreement may not be amended except by
a written instrument signed by the parties hereto.
IN WITNESS WHEREOF, this Agreement is hereby executed upon behalf
of each of the parties thereto this ___ day of May, 2003.
VOYAGER ENTERTAINMENT INTERNATIONAL, INC. (North Dakota)
Richard L. Hannigan, Sr., President
Myong Hannigan, Secretary
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VOYAGER ENTERTAINMENT INTERNATIONAL, INC. (Nevada)
Richard L. Hannigan, Sr., President
Myong Hannigan, Secretary
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EXHIBIT B
ARTICLES OF INCORPORATION
OF
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, for the purpose of association to
establish a corporation for the transaction of business and the
promotion and conduct of the objects and purposes hereinafter
stated, under the provisions of and subject to the requirements
of the laws of the State of Nevada, do make, record and file
these Articles of Incorporation in writing.
AND WE DO HEREBY CERTIFY:
ARTICLE ONE: The name of this Corporation is:
Voyager Entertainment International, Inc.
Article Two: The principal office is to be located at:
4483 West Reno Ave.
Las Vegas, NV 89118
The Resident agent in the State of Nevada for this
Corporation shall be:
Richard L. Hannigan, Sr.
4483 West Reno Ave.
Las Vegas, NV 89118
This Corporation may also maintain an office or offices at
such other places within or outside the State of Nevada, as it
may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors
and stockholders held outside the State of Nevada, the same as
in the State of Nevada.
Article Three: This Corporation may engage in any lawful activity.
Article Four: This Corporation is authorized to issue two
classes of capital stock, referred to as Common Stock and
Preferred Stock, each with par value of $0.001 per share. This
Corporation shall be authorized to issue a maximum of two
hundred million (200,000,000) shares of Common Stock, and a
maximum of fifty million (50,000,000) shares of Preferred Stock.
The holders of stock designated "Common Stock" are entitled to
one (1) vote for each share held. The Board of Directors may
issue the Common Stock from time-to-time.
The Board of Directors is hereby authorized to provide for the
issuance of Preferred Stock in one or more series, and may
determine and state the designations, preferences,
limitations, terms, and rights associated with each series of
Preferred Stock, without additional shareholder approval.
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The Board of Directors is hereby authorized to decrease the
number of issued and outstanding shares of a class or series
held by each stockholder of record at the effective date and
time of the change without correspondingly decreasing the
number of authorized shares of the same class or series.
Article Five: No Director or Officer of this Corporation shall
be liable to this Corporation or its stockholders for any breach
of fiduciary duty as Officer or Director of this Corporation.
This provision shall not affect liability for acts or omissions
that involve intentional misconduct, fraud, a knowing violation
or law, or the payment of dividends in violation of NRS 78.300.
All expenses incurred by Officers or Directors in defending a
civil or criminal action, suit, or proceeding, must be paid by
this Corporation as they are incurred in advance of a final
disposition of the action, suit or proceeding, upon receipt of
an undertaking by or on behalf of a Director or Officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction, that he or she did not act in good
faith, and in the manner he or she reasonably believed to be
or not opposed to the best interests of this Corporation.
The members of the governing Board shall be styled Directors,
and the number of Directors shall not be less than one (1)
pursuant to the terms of NRS 78.115. The names and addresses
of the first Board of Directors, which shall consist of three
members is:
Richard L. 4483 West Reno Ave.
Hannigan, Sr. Las Vegas, NV 89128
Myong Hannigan 4483 West Reno Ave.
Las Vegas, NV 89128
Tracy Jones 4483 West Reno Ave.
Las Vegas, NV 89128
The number of Directors of this Corporation may from time to
time be increased or decreased as set forth hereinabove by an
amendment to the By-Laws in that regard, and without the
necessity of amending these Articles of Incorporation.
The name and address of the incorporator is:
Sean P. Flanagan 777 N. Rainbow Blvd.,
Suite 390
Las Vegas, NV 89107
Article Six: The capital stock of this Corporation, after the
amount of the subscription price has been paid in cash or in
kind, shall be and remain non-assessable and shall not be subject
to assessment to pay debts of this Corporation.
Article Seven: This Corporation shall have perpetual existence.
Article Eight: No holder of any shares of this Corporation
shall have any preemptive right to purchase, subscribe for, or
otherwise acquire any shares of this Corporation of any class now
or hereafter authorized, or any securities exchangeable for or
convertible into such shares, or warrants or other instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
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Article Nine: This Corporation shall not be governed by the
provisions of NRS 78.411 to 78.444, inclusive.
Executed this 1st day of May, 2003.
Sean P. Flanagan,
Incorporator
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT AS RESIDENT AGENT
In the matter of Voyager Entertainment International, Inc., I
hereby certify that on the 1st day of May, 2003, I accepted
the appointment as Resident Agent of the above-entitled
corporation in accordance with NRS 78.090.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day
of May, 2003.
/s/ Richard L. Hannigan, Sr.
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EXHIBIT C
RIGHTS OF DISSENTING OWNERS
UNDER THE NORTH DAKOTA BUSINESS CORPORATION ACT
10-19.1-87. Rights of dissenting shareholders.
1. A shareholder of a corporation may dissent from, and obtain
payment for the fair value of the shareholder's shares in
the event of, any of the following corporate actions:
a. An amendment of the articles that materially and
adversely affects the rights or preferences of the
shares of a dissenting shareholder in that it:
(1) Alters or abolishes a preferential right of the
shares;
(2) Creates, alters, or abolishes a right in respect
of the redemption of the shares, including a
provision respecting a sinking fund for the
redemption or repurchase of shares;
(3) Alters or abolishes a preemptive right of the
holder of the shares to acquire shares, securities
other than shares, or rights to purchase shares or
securities other than shares; or
(4) Excludes or limits the right of a shareholder to
vote on a matter, or to accumulate votes, except
as the right may be excluded or limited through
the authorization or issuance of securities of an
existing or new class or series with similar or
different voting rights;
b. A sale, lease, transfer, or other disposition of all or
substantially all of the property and assets of the
corporation, but not including a transaction permitted
without shareholder approval in subsection 1 of section
10-19.1-104, or a disposition in dissolution described
in subsection 2 of section 10-19.1-109 or a disposition
pursuant to an order of a court, or a disposition for
cash on terms requiring that all or substantially all
of the net proceeds of disposition be distributed to
the shareholders in accordance with their respective
interests within one year after the date of
disposition;
c. A plan of merger to which the corporation is a party,
except as provided in subsection 3;
d. A plan of exchange, whether under this chapter or under
chapter 10-32, to which the corporation is a
constituent organization as the corporation whose
shares will be acquired by the acquiring corporation,
except as provided in subsection 3; or
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e. Any other corporate action taken pursuant to a
shareholder vote with respect to which the articles,
the bylaws, or a resolution approved by the board
directs that dissenting shareholders may obtain payment
for their shares.
2. A shareholder may not assert dissenters' rights as to less
than all of the shares registered in the name of the
shareholder, unless the shareholder dissents with respect to
all the shares that are beneficially owned by another person
but registered in the name of the shareholder and discloses
the name and address of each beneficial owner on whose
behalf the shareholder dissents. In that event, the rights
of the dissenter must be determined as if the shares as to
which the shareholder has dissented and the other shares
were registered in the names of different shareholders. The
beneficial owner of shares who is not the shareholder may
assert dissenters' rights with respect to shares held on
behalf of the beneficial owner, and must be treated as a
dissenting shareholder under the terms of this section and
section 10-19.1-88, if the beneficial owner submits to the
corporation at the time of or before the assertion of the
rights a written consent of the shareholder. 3. Unless the
articles, the bylaws, or a resolution approved by the board
otherwise provide, the right to obtain payment under this
section does not apply to the shareholders of:
a. The surviving corporation in a merger with respect to
shares of the shareholders that are not entitled to be
voted on the merger and are not canceled or exchanged
in the merger; or
b. The corporation whose shares will be acquired by the
acquiring corporation in a plan of exchange with
respect to shares of the shareholders that are not
entitled to be voted on the plan of exchange and are
not exchanged in the plan of exchange.
4. The shareholders of a corporation who have a right under
this section to obtain payment for their shares do not have
a right at law or in equity to have a corporate action
described in subsection 1 set aside or rescinded, except
when the corporate action is fraudulent with regard to the
complaining shareholder or the corporation.
5. If a date is fixed according to subsection 1 of section 10-
19.1-73.2 for the determination of shareholders entitled to
receive notice of and to vote on an action described under
subsection 1, only shareholders as of the date fixed and
beneficial owners as of the date fixed who hold through
shareholders, as provided in subsection 2, may exercise
dissenters' rights.
10-19.1-88. Procedures for asserting dissenters' rights.
1. For purposes of this section, the terms defined in this
subsection have the meanings given them.
a. "Corporation" means the issuer of the shares held by a
dissenter before the corporate action referred to in
subsection 1 of section 10-19.1-87 or the successor by
merger of that issuer.
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b. "Fair value of the shares" means the value of the
shares of a corporation immediately before the
effective date of a corporate action referred to in
subsection 1 of section 10-19.1-87.
c. "Interest" means interest commencing five days after
the effective date of the corporate action referred to
in subsection 1 of section 10-19.1-87, up to and
including the date of payment, calculated at the rate
provided in section 28-20-34 for interest on verdicts
and judgments.
2. If a corporation calls a shareholder meeting at which any
action described in subsection 1 of section 10-19.1-87 is to
be voted upon, the notice of the meeting shall inform each
shareholder of the right to dissent and shall include a copy
of section 10-19.1-87 and this section.
3. If the proposed action must be approved by the shareholders,
a shareholder who is entitled to dissent under section 10-
19.1-87 and who wishes to exercise dissenter's rights shall
file with the corporation before the vote on the proposed
action a written notice of intent to demand the fair value
of the shares owned by the shareholder and may not vote the
shares in favor of the proposed action.
4. After the proposed action has been approved by the board
and, if necessary, the shareholders, the corporation shall
send to all shareholders who have complied with subsection 3
and to all shareholders entitled to dissent if no
shareholder vote was required, a notice that contains:
a. The address to which a demand for payment and share
certificates must be sent in order to obtain payment
and the date by which they must be received;
b. A form to be used to certify the date on which the
shareholder, or the beneficial owner on whose behalf
the shareholder dissents, acquired the shares or an
interest in them and to demand payment; and
c. A copy of section 10-19.1-87 and this section.
5. In order to receive the fair value of shares, a dissenting
shareholder must demand payment and deposit certificated
shares within thirty days after the notice required by
subsection 4 was given, but the dissenter retains all other
rights of a shareholder until the proposed action takes
effect.
6. After the corporate action takes effect, or after the
corporation receives a valid demand for payment, whichever
is later, the corporation shall remit, to each dissenting
shareholder who has complied with subsections 3, 4, and 5,
the amount the corporation estimates to be the fair value of
the shares, plus interest, accompanied by:
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a. The corporation's closing balance sheet and statement
of income for a fiscal year ending not more than
sixteen months before the effective date of the
corporate action, together with the latest available
interim financial statements;
b. An estimate by the corporation of the fair value of the
shares and a brief description of the method used to
reach the estimate; and
c. A copy of section 10-19.1-87 and this section.
7. The corporation may withhold the remittance described in
subsection 6 from a person who was not a shareholder on the
date the action dissented from was first announced to the
public or who is dissenting on behalf of a person who was
not a beneficial owner on that date. If the dissenter has
complied with subsections 3, 4, and 5, the corporation shall
forward to the dissenter the materials described in
subsection 6, a statement of the reason for withholding the
remittance, and an offer to pay to the dissenter the amount
listed in the materials if the dissenter agrees to accept
the amount in full satisfaction. The dissenter may decline
the offer and demand payment under subsection 9. Failure to
do so entitles the dissenter only to the amount offered. If
the dissenter makes demand, subsections 10 and 11 apply.
8. If the corporation fails to remit within sixty days of the
deposit of certificates, it shall return all deposited
certificates. However, the corporation may again give notice
under subsections 4 and 5 and require deposit at a later
time.
9. If a dissenter believes that the amount remitted under
subsections 6, 7, and 8 is less than the fair value of the
shares plus interest, the dissenter may give written notice
to the corporation of the dissenter's own estimate of the
fair value of the shares plus interest, within thirty days
after the corporation mails the remittance under subsections
6, 7, and 8, and demand payment of the difference.
Otherwise, a dissenter is entitled only to the amount
remitted by the corporation.
10. If the corporation receives a demand under subsection 9, it
shall, within sixty days after receiving the demand, either
pay to the dissenter the amount demanded or agreed to by the
dissenter after a discussion with the corporation or file in
court a petition requesting that the court determine the
fair value of the shares plus interest. The petition shall
be filed in the county in which the registered office of the
corporation is located, except that a surviving foreign
corporation that receives a demand relating to the shares of
a constituent corporation shall file the petition in the
county in this state in which the last registered office of
the constituent corporation was located. The petition shall
name as parties all dissenters who have demanded payment
under subsection 9 and who have not reached agreement with
the corporation. The corporation, after filing the petition,
shall serve all parties with a summons and copy of the
petition under the rules of civil procedure. The residents
of this state may be served by registered mail or by
publication as provided by law. Except as otherwise
provided, the rules of civil procedure apply to the
proceeding. The jurisdiction of the court is plenary and
exclusive. The court may appoint appraisers, with powers and
authorities the court deems proper, to receive evidence on
and recommend the amount of the fair value of the shares.
The court shall determine whether the shareholder or other
shareholders in question have fully complied with the
requirements of this section, and shall determine the fair
value of the shares, taking into account any and all factors
the court finds relevant, computed by any method or
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combination of methods that the court, in its discretion,
sees fit to use, whether or not used by the corporation or
by a dissenter. The fair value of the shares as determined
by the court is binding on all shareholders, wherever
located. A dissenter is entitled to judgment for the amount
by which the fair value of the shares as determined by the
court, plus interest, exceeds the amount, if any, remitted
under subsections 6, 7, and 8, but shall not be liable to
the corporation for the amount, if any, by which the amount,
if any, remitted to the dissenter under subsections 6, 7,
and 8 exceeds the fair value of the shares as determined by
the court, plus interest.
11. The court shall determine the costs and expenses of a
proceeding under subsection 10, including the reasonable
expenses in compensation of any appraisers appointed by the
court, and shall assess those costs and expenses against the
corporation, except that the court may assess part or all of
those costs and expenses against a dissenter whose action in
demanding payment under subsection 9 is found to be
arbitrary, vexatious, or not in good faith.
12. If the court finds that the corporation has failed to comply
substantially with this section, the court may assess all
fees and expenses of any experts or attorneys as the court
deems equitable. These fees and expenses may also be
assessed against a person who has acted arbitrarily,
vexatiously, or not in good faith in bringing the
proceeding, and may be awarded to a party injured by those
actions.
13. The court may award, in its discretion, fees and expenses to
an attorney for the dissenters out of the amount awarded to
the dissenters, if any.
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EXHIBIT D
NOTICE TO SHAREHOLDERS OF DISSENTERS' RIGHTS OF APPRAISAL
PURSUANT TO NORTH DAKOTA BUSINESS CORPORATION ACT
SECTION 10-19.1-98
To all shareholders of Voyager Entertainment International, Inc.:
Section 10-19.1-87 of the North Dakota Business Corporation Act
(hereinafter referred to as "NDBCA") provides that any
shareholder, is entitled to dissent from and obtain payment of
the fair value of shares held in the consummation of any plan of
merger, consolidation, or reorganization if required by NDBCA
Section 10-19.1-87, and the shareholder is entitled to vote on
the merger, consolidation or reorganization.
A shareholder who wishes to assert dissenters' rights must comply
with the procedural requirements of Section 10-19.1-88 of the
NDBCA, included herein as Exhibit C, and send to the corporation
written notice of intent to demand payment for shares if the
proposed actions are effectuated before a vote on the action(s)
is taken. Furthermore, any such shareholder may not vote any
shares in favor of the proposed action(s). In order to assert
dissenters' rights, a shareholder must have been a shareholder
with respect to the shares for which payment is demanded as of
the date the proposed corporate action creating dissenters'
rights is approved by the shareholders, if such approval is
required, or as of the effective date of the corporate action, if
no such approval is required.
If you wish to assert dissenters' rights of appraisal with regard
to the change of domicile of Voyager Entertainment International,
Inc. ("VEII-North Dakota") by merging VEII-North Dakota with and
into its recently formed and wholly owned Nevada subsidiary,
Voyager Entertainment International, Inc. ("VEII-Nevada"), you
must return the Dissenting Shareholders' Payment Demand Form,
included herein as Exhibit E, and your certified share
certificate(s) to Voyager Entertainment International, Inc., 4483
West Reno Ave., Las Vegas, Nevada 89118, to the attention of
Richard L. Hannigan, Sr., President, by June 4, 2003.
By Order of the Board of Directors:
Richard L. Hannigan, Sr., President
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EXHIBIT E
DISSENTING SHAREHOLDERS' PAYMENT DEMAND FORM
Richard L. Hannigan, Sr.
President
Voyager Entertainment International, Inc.
4483 West Reno Ave.
Las Vegas, Nevada 89118
Re: Proposed change of domicile of Voyager Entertainment
International, Inc., a North Dakota corporation ("VEII-North
Dakota"), to the State of Nevada, by merger of VEII-North Dakota
with and into its wholly-owned subsidiary, Voyager Entertainment
International, Inc., a Nevada corporation ("VEII-Nevada").
The undersigned hereby dissents with respect to the proposed
change of domicile of the Company from the State of North Dakota
to the State of Nevada.
I hereby demand payment for the fair value of my "certificated"
shares, which are described below and enclosed herewith, and I
demand that payment be forwarded to the address indicated below.
I understand that this demand for payment must be received on or
before June 4, 2003.
The undersigned represents and warrants that the undersigned was
the owner of the shares covered by this demand on April 23, 2003,
the Record Date for the mailing of the Information Statement to
shareholders.
If the undersigned is other than the "record holder" of the
shares for which demand for payment is made, the undersigned will
provide evidence of the purchase of such shares and enclose such
evidence herewith. The undersigned acknowledges that this
Dissenting Shareholders' Payment Demand Form was accompanied by
official notice of dissenters' rights by the company, a copy of
the applicable provisions of the North Dakota Business
Corporation Act relating to such dissenting stockholder's rights
of appraisal, and an Information Statement describing the
transactions to be effected by the Company.
/ /
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Signature Date
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Print Name Address
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City, State, Zip
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