WestCoast
Golf Experiences, Inc.
20300
Ventura Blvd. Suite 330
Woodland
Hills, CA 91364
INFORMATION
STATEMENT PURSUANT TO
SECTION
14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE
14f-1 THEREUNDER
This
Information Statement is being mailed on or about April 13, 2008, to the holders
of record of the common shares, $.001 par value (the “Shares” or “our common
stock”), of WestCoast Golf Experiences, Inc. (the “Company,” “we” or “our”), as
of April 3, 2008. This Information Statement is being furnished in contemplation
of a change in a majority of the Company’s board of directors (“Board”) without
a meeting of the stockholders, as a result of a change of control of the
Company.
On April
2, 2008, the Company, General Mayhem LLC (“General”) and the Company’s wholly
owned subsidiary, General Mayhem Acquisition Corp., entered into an agreement
and plan of merger (the “Merger Agreement”). The merger contemplated by the
Merger Agreement (“the “Merger”) closed on April 2, 2008. The Merger resulted in
General becoming a wholly-owned subsidiary of the Company. Prior to the Merger,
the Company effected a 13-for-1 stock split of its Shares. All share numbers
presented in this Information Statement have been adjusted to reflect the stock
split. Each share of General was converted into and became 1 Share, on a
post-stock split basis, such that former stockholders of General now hold
26,000,000, or approximately 64.9%, of the outstanding Shares.
Effective
ten days following the date of this Information Statement, the sole member of
the Board will resign and Sanjay Sabnani appointed as the Director of the
Company as set forth in the Merger Agreement (the “Director
Designee”).
NO VOTE
OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH
THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED
NOT TO SEND THE COMPANY A PROXY.
Our
principal executive office is currently located at 20300 Ventura Blvd. Suite
330, Woodland Hills, CA 91364 and our telephone number is (818)
435-2472.
Our
authorized capital stock consists of 975,000,000 common shares. Our common
shares are the only class of voting securities issued and outstanding. On April
1, 2008, there were 40,056,818 common shares issued and outstanding. Each common
share is entitled to one vote on each matter submitted to a vote of the
Company’s stockholders.
DIRECTOR
DESIGNEE
Our Board
may consist of no more than nine (9) persons and no less than one (1) person.
Our Board currently consists of one person, Suzanne Fischer. Effective ten days
following the filing and distribution of this Information Statement, Ms. Fischer
will resign and Sanjay Sabnani will take office as the sole
director.
CHANGE
IN CONTROL
Except
for the change in control related to the closing of the merger contemplated by
the Merger Agreement, there has been no change in control of the Company during
the most recent fiscal year ended April 30, 2007, nor to the date hereof; and
there are no other current agreements, pledges of the Company’s common shares or
arrangements or understandings that may result in a change in control of the
Company, except as set forth below:
Effective
January 4, 2008, the Board of Directors of the Company appointed Suzanne Fischer
as President, Secretary, Treasurer and as sole director and accepted the
resignations of Roger Arnet, the Company’s prior President, Secretary, Treasurer
and formerly one of its directors, who resigned those positions on that same
date. Mr. Arnet’s resignation was not the result of any disagreement with the
policies, practices or procedures of the Company. At that time, Mr. Arnet
continued to hold 26,000,000 shares of the Company’s common stock, or
approximately 66.7% of the issued and outstanding.
The new
director listed above has accepted the appointment as a director, effective ten
days following the filing and distribution of this Information Statement. This
change in control is a result of his appointment as a director in accordance
with the Merger Agreement.
DIRECTORS
AND EXECUTIVE OFFICERS
Upon
closing of the Merger, Suzanne Fischer, the former President, Secretary, and
Treasurer of the Company resigned from those positions and Sanjay Sabnani was
appointed as Chief Executive Officer, President, Chief Financial Officer,
Treasurer and Secretary. The Merger Agreement provides that the current director
of the Company will appoint to the Board the Director Designee, which
appointment will be effective as of ten days following the closing of the
Merger.
Based
solely upon written information provided to General and the Company by the
Director Designee, General has advised the Company that General’s Director
Designee has consented to serve as a director of the Company if appointed. The
Director Designee and his affiliates have not been involved in any transaction
with the Company or any of its directors, executive officers, or affiliates that
is required to be disclosed pursuant to the rules and regulations of the
Commission, other than with respect to transactions among General and the
Company pursuant to the Merger Agreement.
Based
solely upon written information provided to the Company by the Director
Designee, the Director Designee has advised the Company that he has not, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was, or is, subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities law or finding any violation of such laws or is involved in any
other legal proceeding that is required to be disclosed under Item 401(f) of
Regulation S-B promulgated by the Commission .
The name,
age, nominated position, present principal occupation or employment and
five-year employment history of the following Director Designee is set forth
below.
|
Name and Address of
Designee
|
|
Age
|
|
Position Nominated
|
|
Sanjay
Sabnani
|
|
|
37 |
|
President,
Secretary, Treasurer, Director
|
Sanjay Sabnani. Sanjay Sabnani
will be appointed as our sole officer on April 2, 2008. Mr. Sabnani founded
General Mayhem, LLC in May 2004. While building General Mayhem, LLC’s operations
and network communities Mr. Sabnani has served senior executive roles in several
public companies including: EVP Strategic Development at Hythiam, Inc.
(NASDAQ:HYTM) from May 2004 to December 2007; and President and Director at
Venture Catalyst, Inc. (NASDAQ:VCAT), from July 2000 to November
2001, Mr. Sabnani assisted in raising over $200 million in public equity
financing for these companies, and served as the chief strategist and
communicator for these businesses during his tenure with each.In addition, Mr.
Sabnani has served as Chairman of the Board of two distinguished non-profits:
Artwallah (arts festival); and TiE SoCal (venture capital networking).Mr.
Sabnani was also the founder of another California charity, EndDependence
(scholarships for addiction treatment).Mr. Sabnani received his BA in English
Literature from UCLA in 1999. Mr. Sabnani is not an officer or
director of any other reporting company.
Involvement
in Certain Legal Proceedings
The
Company is not aware of any legal proceedings in which any director, officer, or
any owner of record or beneficial owner of more than 5% of any class of voting
securities of the Company, or any affiliate of any such director, officer,
affiliate of the Company or security holder, nor any person who will become a
director upon completion of the transactions contemplated by the Merger
Agreement, is a party, or any information that any such person is adverse to the
Company or has a material interest adverse to the Company.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
There are
no material relationships between the Company and the current director and
executive officer or any of the persons expected to become a director or
executive officer of the Company other than the transactions and relationships
described below, or contemplated in the Merger Agreement.
West
leased its office space from Mr. Arnet, its former officer for no charge during
the period from April 20, 2005 (Inception) to January 4, 2008, and then from Ms.
Fischer from January 4, 2008 until her resignation as set forth herein. West
does not owe any amount to such related party at the date of this Information
Statement.
Upon the
closing of the Merger, Roger Arnet, a former officer and former director of West
agreed to have 25,943,182 shares of common stock owned by Mr. Arnet cancelled in
consideration of payment by us of the note payable of $6,890 and certain
computer equipment.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Summary
Compensation
The
following table reflects all compensation awarded to, earned by, or paid to
West’s named executive officers for the year ended April 30, 2007, and
anticipated for the year ended April 30, 2008:
|
Name
and
Principal
Position
|
|
Year
Ended
|
|
Salary
$
|
|
Bonus
$
|
|
Stock
Awards
$
|
|
Option
Awards
$
|
|
Non-Equity
Incentive Plan Compensation
$
|
|
Nonqualified
Deferred Compensation Earnings
$
|
|
All
Other Compensation
$
|
|
Total
$
|
|
|
Roger
Arnet, Former Officer
|
|
2007
|
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler
Halls, Former Officer
|
|
2007
|
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suzanne
Fischer, Former Officer
|
|
2007
|
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
|
|
2008
|
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
Sanjay
Sabnani,
President, CEO, CFO, Secretary, Treasurer
|
|
2008
|
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
We did
not grant any options during the last fiscal year.
Our
directors have not been paid any compensation in the past. In the future, our
director will be reimbursed for his travel expenses and is currently anticipated
not to receive any compensation for his service as director.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the shares of common
stock beneficially owned or deemed to be beneficially owned as of April 2, 2008
by (i) each person whom we know beneficially owns more than 5% of our common
stock, (ii) each of our directors and those persons who will become our director
on April 2, 2008, (iii) our Chief Executive Officer, and (iv) all of our
directors and executive officers as a group.
Except as
indicated by the footnotes below, we believe, based on the information furnished
to us, that the beneficial owners named in the table below have sole voting and
investment power with respect to all shares of our common stock that they
beneficially own, subject to applicable community property laws.
In
computing the number of shares of common stock beneficially owned by a person
and the percentage ownership of that person, we deemed outstanding shares of
common stock subject to options or warrants held by that person that are
currently exercisable or exercisable within 60 days of April 2, 2008. We did not
deem those shares outstanding, however, for the purpose of computing the
percentage ownership of any other person.
|
|
|
Before
Closing of the Stock Purchase Agreement
|
|
After
Closing of the Stock Purchase
Agreement
|
|
Name,
Position and Address
of
Beneficial Owner
|
|
Amount
and Nature of
Beneficial
Ownership
|
|
Percent
of
Common
Stock
|
|
Amount
and Nature
of
Beneficial Ownership
|
|
Percent
of
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Suzanne
Fischer, Former
CEO, CFO, President, Secretary, Treasurer and Director
4199
Campus Dr., Ste. 550
Irvine,
CA 92612
|
|
-0-
|
|
0%
|
|
0
|
|
0
|
|
Roger
Arnet
#309-333
E. 1st
St.
Vancouver,
BC
Canada
V7L 4W9
|
|
26,000,000
|
|
66.67%
|
|
0
|
|
0
|
|
Typhoon
Capital Consultants, LLC
19069
Braemore Road,
Northridge,
CA 91326
|
|
-0-
|
|
0%
|
|
21,210,550*
|
|
52.95%
|
|
Sanjay
Sabnani, CEO,
Treasurer, Secretary
19069
Braemore Rd.
Northridge,
CA 91326
|
|
-0-
|
|
0%
|
|
21,210,550*
|
|
52.95%
|
|
Vinay
Holdings, Ltd.
PO
Box 983 Victoria, Mahe
Republic
of Seychelles
|
|
-0-
|
|
0%
|
|
2,664,450**
|
|
6.65%
|
|
All
directors and named executive officers as a group
|
|
-0-
|
|
0%
|
|
23,875,000
|
|
64.9%
|
* Sanjay
Sabnani holds voting and dispositive power over the shares of Typhoon Capital
Consultants, LLC.
**
Parshotam Shambhunath Vaswani holds voting and dispositive power over the shares
of Vinay Holdings, Ltd.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. In accordance with Securities and Exchange Commission
rules, shares of our common stock which may be acquired upon exercise of stock
options or warrants which are currently exercisable or which become exercisable
within 60 days of the date of the table are deemed beneficially owned by the
optionees. Subject to community property laws, where applicable, the persons or
entities named in the table above have sole voting and investment power with
respect to all shares of our common stock indicated as beneficially owned by
them.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Company’s directors and executive
officers, and persons who own more than 10% of Shares, to file with the
Commission initial reports of ownership and reports of changes in ownership of
the Shares beneficially owned by them. Directors, executive officers and greater
than 10% stockholders are required to furnish the Company with copies of all
16(a) reports they file with the Commission. Based solely upon its review of the
forms required to be filed with the Commission by Section 16(a) of the Exchange
Act, as amended, that have been received by the Company, the Company believes
there has been compliance with all filing requirements applicable to its
officers, directors and beneficial owners of greater than 10% of the
Shares.
Committees
The Board
has not had an Audit Committee, Compensation Committee, or Nominating and
Corporate Governance Committee because, due to the Board’s composition and the
Company’s relatively limited operations, it was able to effectively manage the
issues normally considered by such Committees. Following appointment of the
Director Designee, a further review of the need for these committees may be
undertaken by the new Board, subject to increasing the number of our
directors.
Stockholders
may send communications to our Board by writing to20300 Ventura Blvd. Suite 330
Woodland
Hills, CA 91364, attention Board of Directors or any specified director. Any
correspondence received at the foregoing address to the attention of one or more
directors is promptly forwarded to such director or other
directors.
Independence
Mr.
Sabnani is not considered to be an independent director. The determination of
independence of directors has been made using the definition of “independent
director” contained under Rule 4200(a)(15) of the Rules of National Association
of Securities Dealers.
Board
Meetings
During
the preceding year, the Board of the Company has had no more than two directors.
Although the Board has undertaken actions by written consent, the Board has not
had an annual meeting per se during the last completed fiscal year. It is our
policy that our directors are invited and encouraged to attend all of our annual
meetings.
Board
Nominations
We do not
have a corporate governance and nominating committee charter. The duties and
responsibilities of our Board, which acts as the nominating committee, include
(i) overseeing corporate governance matters and (ii) nominating new members to
serve on the Board.
Our Board
will consider board candidates recommended for consideration by our
stockholders, provided the stockholders provide information regarding candidates
as reasonably requested by us within the timeframe proscribed in Rule 14a-8 of
Regulation 14A under the Exchange Act and other applicable rules and
regulations. Recommendation materials are required to be sent to the Board at
our address listed in this information statement. There are no specific minimum
qualifications required to be met by a director nominee recommended for a
position on the Board, nor are there any specific qualities or skills that are
necessary for one or more of our Board to possess, other than as are necessary
to meet any requirements under the rules and regulations applicable to us. Our
Board considers a potential candidate’s experience, areas of expertise, and
other factors relative to the overall composition of the Board.
The Board
considers and evaluates director candidates that are suggested by members of the
Board, as well as management and stockholders. Although it has not previously
done so, the Board may also retain a third-party executive search firm to
identify candidates. The process for identifying and evaluating nominees for
director, including nominees recommended by stockholders, involves reviewing
potentially eligible candidates, conducting background and reference checks,
interviews with the candidate and others as schedules permit, meeting to
consider and approve the candidate, and, as appropriate, preparing and
presenting an analysis with regard to particular recommended candidates. The
Board endeavors to identify director nominees who have the highest personal and
professional integrity, have demonstrated exceptional ability and judgment, and,
together with other director nominees and members, are expected to serve the
long term interest of our stockholders and contribute to our overall corporate
goals.
Security
Holder Communications with our Board of Directors
Our Board
has established a process to receive communications from security holders.
Security holders and other interested parties may contact any member (or all
members) of our Board, or the independent directors as a group, any committee of
our Board or any chair of any such committee, by mail. To communicate with our
Board, any individual directors or any group or committee of directors,
correspondence should be addressed to our Board or any such individual directors
or group or committee of directors by either name or title. All such
correspondence should be sent to: CrowdGather, Inc., “c/o Secretary” at 20300
Ventura Blvd. Suite 330, Woodland Hills, CA 91364.
All
communications received as set forth in the preceding paragraph will be opened
by our Secretary for the sole purpose of determining whether the contents
represent a message to our directors. Any contents that are not in the nature of
advertising, promotions of a product or service, patently offensive material or
matters deemed inappropriate for our Board will be forwarded promptly to the
addressee. In the case of communications to our Board or any group or committee
of directors, our Secretary will make sufficient copies of the contents to send
to each director who is a member of the group or committee to which the envelope
is addressed.
Compensation
Policy
The Board
will review and determine the compensation provided to our executive officers,
including stock compensation. In addition, the Board will review and make
recommendations on stock compensation arrangements for all of our
employees.
|
·
|
annual
incentive bonus awards; and
|
|
·
|
stock
options or other awards under the West
Plan.
|
In
arriving at specific levels of compensation for executive officers, the Board
will rely on:
|
·
|
the
recommendations of management;
|
|
·
|
benchmarks
provided by generally available compensation
surveys;
|
|
·
|
the
experience of Board members and their knowledge of compensation paid by
comparable companies or companies of similar size or generally engaged in
a similar industry; and
|
|
|
the
advice and counsel of experts and advisors with broad experience in the
field of executive compensation.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this information statement to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
WestCoast
Golf Experiences, Inc.
|
|
| |
|
|
|
|
|
By:
|
/s/ Sanjay
Sabnani |
|
| |
Name: |
Sanjay
Sabnani |
|
| |
Title: |
President |
|
| |
|
|
|
Date:
April 3, 2008
9