formpre14c.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c)
of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
T
Preliminary
Information Statement
£
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
£
Definitive
Information Statement
High
Velocity Alternative Energy Corp.
(Name
of
Registrant as Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
T
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:
High
Velocity Alternative Energy Corp.
14
Garrison Inn Lane
Garrison,
NY 10524
(845)
424-4100
To
Our
Stockholders:
On
August
31, 2007, the Board of Directors of High Velocity Alternative Energy Corp.,
unanimously approved amendments to the Company's Articles of Incorporation
to
effect a reverse stock split whereby all outstanding shares of the Company's
$.001 par value common stock (“Common Stock”) will be reverse split on a
1-for-50 share basis, with no shareholder who holds at least 100 shares prior
to
the Reverse Stock Split receiving less than 100 shares after the Reverse Stock
Split.
On
September 1, 2007, these amendments were approved by a holder of a majority
of
the Common Stock and holders of the Series B Cumulative Convertible Preferred
Stock. The amendments to the Company's Articles of Incorporation are
expected to be effective on or about October 20, 2007. This
Information Statement is being mailed to all stockholders of record as of the
close of business on October 20, 2007.
This
Information Statement is being sent to you for information only and you are
not
required to take any action.
By
Order
of the Board of Directors:
/s/
Ronald Shapps
Ronald
Shapps
Chairman
of the Board
Garrison,
NY
September
19, 2007
HIGH
VELOCITY ALTERNATIVE ENERGY CORP.
14
Garrison Inn Lane
Garrison,
NY 10524
(845)
424-4100
Information
Statement Pursuant to Section 14C
of
the
Securities Exchange Act of 1934
This
Information Statement is being mailed on or about October 20, 2007, to all
holders of record on September 1, 2007 (the “Record Date”), of the $0.001 par
value common stock (the “Common Stock”) of High Velocity Alternative Energy
Corp., a Nevada corporation (the “Company”), in connection with the vote by the
Board of Directors of the Company and the approval by written consent of the
holder(s) of a majority of the Common Stock to effect a reverse stock split
whereby all outstanding shares of the Company's $.001 par value common stock
(“Common Stock”) will be reverse split on a 1-for-50 share basis, with no
shareholder who holds at least 100 shares prior to the Reverse Stock Split
receiving less than 100 shares after the Reverse Stock Split.
Chapter
78, Section 390 of the Nevada Revised Statutes (“NRS”) provides that every
amendment to the Articles of Incorporation of a corporation shall first be
adopted by the resolution of the board of directors and then be subject to
the
approval of persons owning a majority of the securities entitled to vote on
any
such amendment. The elimination of the need for a special meeting of the
stockholders to approve the actions is authorized by the provisions of Chapter
78, Sections 315 and 320 of the Nevada Revised Statutes (“NRS 78.315” and “NRS
78.320”, respectively). NRS 78.315 of the Nevada Revised Statutes provides that
the board of directors may adopt such a resolution by unanimous written consent,
and NRS 78.320 provides that persons owning the required majority to adopt
any
action that would otherwise be required to be submitted to a meeting of
stockholders may adopt such action without a meeting by written
consent.
In
accordance with NRS 78.315, resolutions to effect the Reverse Split, to increase
the authorized capital, and change the name of the Company and add Articles
were
adopted by unanimous written consent of the Board of Directors on August 31,
2007, and in accordance with NRS 78.320 holders of outstanding stock having
a
majority of the votes entitled to be cast at a meeting of the Company's
stockholders adopted these actions by written consent on September 1,
2007. If the proposed actions had not been adopted by written
majority stockholder consent, it would have been necessary for these actions
to
be approved by the Company's stockholders at a special stockholder's meeting
convened for the purpose of approving the actions.
Pursuant
to Securities and Exchange Commission Rule 14c-2(b), the actions approved by
the
stockholders cannot become effective until 20 days from the date of mailing
of
this Information Statement to our stockholders. We anticipate filing
the proposed Amendments to the Articles of Incorporation with the Nevada
Secretary of State on the expiration of such twenty day period, anticipated
to
be October 20, 2007, at which time the proposed Amendments to the Articles
of
Incorporation will become effective (the “Effective Date”). This Information
Statement shall constitute notice to our stockholders of action by written
consent.
The
Reverse Split will take place on the Effective Date without any action on the
part of the holders of the Common Stock and without regard to current
certificates representing shares of Common Stock being physically surrendered
for certificates representing the number of shares of Common Stock that each
stockholder is entitled to receive as a result of the Reverse Split. New Common
Stock certificates will not be issued at the Effective Date, but may be issued
subsequently with respect to any certificates returned to the transfer agent
upon a sale, exchange, or for any other purpose. No fractional shares
will be issued in connection with the Reverse Split. Stockholders who
would otherwise be entitled to receive fractional shares because they hold
the
number of shares of Common Stock that is not evenly divisible by 50 will have
the number of shares to which they are entitled rounded up to the nearest whole
number of shares. No stockholder will receive cash in lieu of a
fractional share. In conjunction with the Reverse Stock Split, no
stockholder holding at least a round lot (100 shares) prior to the Reverse
Split
shall have less than one round lot, 100 shares, after the reverse
split.
The
Company's Common Stock is traded on the “Pink Sheets” under the symbol HVAE.
There have been no recent sales of securities.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
FORWARD
LOOKING STATEMENTS
This
Information Statement, including the Exhibits attached hereto, contains forward-
looking statements. Future events and actual results, financial or otherwise,
may differ materially from the results set forth in or implied in the forward-
looking statements. Factors that might cause such a difference include the
risks
and uncertainties that could affect the Company's economic prospects, including,
but not limited to, the effect of economic and market conditions, the level
and
volatility of interest rates, the impact of current or pending legislation
and
regulation and the other risks and uncertainties discussed in “Management's
Discussion and Analysis of Financial Condition and Results of Operations” in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006, which is incorporated by reference in this Information
Statement.
THE
REVERSE SPLIT
The
following summary describes the material terms of the Reverse Split. This
Information Statement contains more detailed descriptions of such terms. We
encourage you to read the entire Information Statement and the documents we
have
incorporated by reference.
Description
of the Reverse Split
As
of the
Record Date, there were 68,112,358 shares of Common Stock authorized, issued
and
outstanding and approximately 1,100,000 shares of Series B Cumulative
Convertible Preferred Stock. The Common Stock constitutes the sole class of
outstanding voting securities of the Company. Each share of Common
Stock entitles the holder to one (1) vote on all matters submitted to the
stockholders.
To
effect
the Reverse Split, the Company will amend its Articles of Incorporation on
the
Effective Date by amending Article IV to provide for the Reverse Split and
to
state that each share of Common Stock outstanding prior to the Reverse Split
will be automatically reclassified and changed to 1/50th of a fully-paid and
non-assessable share of Common Stock, without increase or decrease in the par
value thereof. The amendment will also provide that no fractional shares shall
be issued with respect to any shares of Common Stock held by any stockholder
and
that the Company will round up any fractional shares to the next whole
number.
Special
Treatment for Round Lot Holders
In
conjunction with the Reverse Stock Split, no stockholder holding at least a
round lot (100 shares) prior to the Reverse Split shall have less than one
round
lot (100 shares) after the reverse split. Only stockholders of record
as of the date of the Reverse Split shall be afforded this special
treatment. The expected date of the Reverse Split is October 20,
2007.
Shares
prior to reverse stock split
|
Shares
after reverse stock split
|
|
|
30
|
30
|
|
|
100
|
100
|
|
|
500
|
100
|
|
|
5,000
|
100
|
|
|
5,001
|
101
|
|
|
5,000
|
100
|
|
|
50,000
|
1,000
|
Background
and Purpose of the Reverse Split
By
completing a 1-for-50 Reverse Split of the currently issued and outstanding
Common Stock of the Company, the Company will reduce the number of issued and
outstanding shares while at the same time maintain its public status, thereby
preparing the Company for the issuance of the quantities of shares required
for
an acquisition, merger, or reorganization. The Company currently has
no target for such an acquisition, merger, or reorganization.
Given
that the Company has limited assets, business, or business prospects at this
time, the Board of Directors believes that the Reverse Split will benefit all
stockholders, as without the Reverse Split, the Company would have little value
as a candidate for an acquisition, merger, or reorganization with a private
company that seeks to go public by way of such a transaction. Except
for the rounding up of fractional shares, which benefits smaller stockholders
over larger stockholders, the Reverse Split affects all stockholders
equally.
The
reduction in the number of outstanding shares could adversely affect the market
for our Common Stock by reducing the relative level of liquidity. Consequently,
there can be no assurance that the Reverse Split will result in a proportionate
increase in the value of the shares of Common Stock.
Any
new
shares issued in connection with the Reverse Split will be fully paid and
non-assessable. The number of stockholders will remain unchanged as a result
of
the reverse split. As a result of the 50 to 1 reverse stock split, with special
treatment to preserve round lot stockholders, our largest shareholders will
own
a substantially lesser percentage of the Corporation's voting
securities.
As
part
of the Reverse Stock split, the par value of our Common Stock will remain
unchanged. While the aggregate par value of our outstanding Common Stock will
be
decreased, our additional paid-in capital will be increased by a corresponding
amount. Therefore, the Reverse Split will not affect our total stockholders'
equity. All share and per share information will be retroactively adjusted
to
reflect the Reverse Split for all periods presented in our future financial
reports and regulatory filings.
Following
the Reverse Split, we will have approximately 1,362,247 shares of Common Stock
issued and outstanding.
Effect
of the Reverse Split on the Company
The
Reverse Split will not affect the public registration of the Common Stock with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended. Similarly, we do not expect that the Reverse Split
will affect the continued quotation on the “Pink Sheets.” The Reverse
Split is not intended to make the Company a privately-held company or otherwise
constitute a “going-private” transaction.
The
number of authorized shares of Common Stock will not change as a result of
the
Reverse Split.
Upon
completion of the Reverse Split, the number of shares of Common Stock issued
and
outstanding will be reduced from 68,112,358 shares to approximately 1,362,247
shares.
The
Reverse Split will not alter the voting rights or other rights of holders of
the
Company's Common Stock or the Series B Cumulative Convertible Preferred
Stock. Currently, the Series B Cumulative Convertible Preferred Stock
is convertible into 45 shares of common stock, and contains the right to vote
equal to 45 times for each Series B Cumulative Convertible Preferred Stock
as
compared to the common shares. After the effectiveness of the Reverse
Split these shares will be subject to the same reduction in the total amount
that can me converted, for example 100,000 shares of Series B Cumulative
Convertible Preferred Stock would convert to 90,000 shares of the new common
stock of the Company, instead of the old amount of 4,500,000 shares (100,000
X
45 = 4,500,000/50 = 90,000).
Approving
Vote of the Board of Directors and Consenting Stockholders
The
Company's Board of Directors has determined that the Reverse Split is in the
best interests of the Company. The Company has received the approving
consent of the holders of a majority of the shares of Common Stock and the
Series B Cumulative Convertible Preferred Stock entitled to vote on the Reverse
Split. Accordingly, no additional vote of the Company's stockholders
is required to approve the Reverse Split.
Fairness
of the Process
The
Board
of Directors did not obtain a report, opinion, or appraisal from an appraiser
or
financial advisor with respect to the Reverse Split and no representative or
advisor was retained on behalf of the unaffiliated stockholders to review or
negotiate the transaction. The Board of Directors concluded that the expense
of
these procedures was not reasonable in relation to the size of the transaction
contemplated and concluded that the Board of Directors could adequately
establish the fairness of the Reverse Split without such outside
persons.
Effective
Date
The
Reverse Split is anticipated to be effective on October 20, 2007
Amendment
of the Articles of Incorporation
To
effect
the Reverse Split, the Company will amend its Articles of Incorporation by
amending Article IV, captioned “Stock.” The amendment, to be filed on
the Effective Date, will amend Article IV to provide for the Reverse Split
and
will accordingly state that each share of Common Stock outstanding prior to
the
Reverse Split will be automatically reclassified and changed into 1/50th of
a
fully-paid and non-assessable share of Common Stock, without increase or
decrease in the par value thereof. The amendment will also provide that no
fractional share shall be issued with respect to any shares of Common Stock
held
by any stockholder in any one account, and that the Company will automatically
increase each fractional share into a whole share of Common Stock.
Street
Name Holders of Common Stock
The
Company intends for the Reverse Split to treat stockholders holding Common
Stock
in street name through a nominee (such as a bank or broker) in the same manner
as stockholders whose shares are registered in their names. Nominees will be
instructed to affect the Reverse Split for their beneficial holders. However,
nominees may have different procedures. Accordingly, stockholders holding Common
Stock in street name should contact their nominees.
Stock
Certificates
Mandatory
surrender of certificates is not required by shareholders. It is
expected that the Company's transfer agent will adjust the record books of
the
company to reflect the 1-for-50 Reverse Split effective as of close of business
on October 20, 2007. New certificates will not be mailed to
shareholders; however, new certificates will be issued during the ordinary
course of business.
Dissenters'
Rights
Stockholders
do not have any dissenters' rights under the Nevada Law or under the Company's
Articles of Incorporation or by-laws in connection with the Reverse
Split.
Certain
Federal Income Tax Consequences
We
have
summarized below certain federal income tax consequences to the Company and
its
stockholders resulting from the Reverse Split. This summary is based on United
States federal income tax law, existing as of the date of this Information
Statement. Such tax laws may change, even retroactively. This summary does
not
discuss all aspects of federal income taxation that may be important to you
in
light of your individual circumstances. In addition, this summary does not
discuss any state, local, foreign, or other tax considerations. This summary
assumes that you are a United States citizen and have held, and will hold,
your
shares as capital assets under the Internal Revenue Code. You should consult
your tax advisor as to the particular federal, state, local, foreign, and other
tax consequences, in light of your specific circumstances.
We
believe that the Reverse Split will be treated as a tax-free “recapitalization”
for federal income tax purposes. We will not apply for any ruling from the
Internal Revenue Service, nor will we receive an opinion of counsel with respect
to the tax consequences of the Reverse Split.
As
stockholders will continue to hold Common Stock immediately after the Reverse
Split, and receive no cash as a result of the Reverse Split, they should not
recognize any gain or loss in the Reverse Split and will have the same adjusted
tax basis and holding period in their Common Stock as they had in such stock
immediately prior to the Reverse Split.
The
foregoing discussion summarizing certain federal income tax consequences does
not refer to the particular facts and circumstances of any specific stockholder.
Stockholders are urged to consult their own tax advisors for more specific
and
definitive advice as to the federal income tax consequences to them of the
Reverse/Forward Split, as well as advice as to the application and effect of
state, local and foreign income and other tax laws.
VOTE
REQUIRED FOR APPROVAL
NRS
78.320 of the Nevada Revised Statutes provides that any action required to
be
taken at a special meeting of the stockholders of a Nevada corporation may
be
taken by written consent in lieu of a meeting if the consent is signed by
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. NRS 78.315 requires
the approval of the Company's Board of Directors and holders of a majority
of
the outstanding stock entitled to vote thereon to amend the Company's Articles
of Incorporation with respect to the Reverse Split. The Company's
Board of Directors and stockholders holding a majority of the Common Stock
have
approved the Amendment. The securities that would have been entitled
to vote if a meeting were required to be held to amend the Company's Articles
of
Incorporation consist of shares of the Company's Common Stock issued and
outstanding on September 1, 2007, which is also the Record Date for determining
stockholders who would have been entitled to notice of and to vote on the
proposed Amendments to the Company's Articles of Incorporation.
ANTI-TAKEOVER
IMPLICATIONS OF REVERSE STOCK SPLIT
Release
No. 34-15230 of the staff of the Securities and Exchange Commission requires
disclosure and discussion of the effects of any shareholder proposal that may
be
used as an anti-takeover device. However, as indicated above, the purpose of
the
reverse split and increase in authorized capital is to reduce the number of
issued and outstanding shares while at the same time maintain its public status
and increase the number of shares available for future issuance, thereby
preparing the Company for the issuance of the quantities of shares required
for
an acquisition, merger, or reorganization. The actions are not intended to
construct or enable any anti-takeover defense or mechanism on behalf of the
Company. While it is possible that management could use the additional shares
to
resist or frustrate a third-party transaction providing an above-market premium
that is favored by a majority of the independent stockholders, the Company
has
no intent or plan to employ the additional unissued authorized shares as an
anti-takeover device.
There
are
no anti-takeover mechanisms in our Articles of Incorporation, By-Laws or another
other governing documents or contracts.
EFFECT
OF REVERSE SPLIT AND INCREASE IN AUTHORIZED SHARES ON
NUMBER
OF AUTHORIZED SHARES AVAILABLE FOR ISSUANCE
As
of
September 18, 2007, the Company had a total of 68,112,358 of its 100,000,000
authorized shares of Common Stock issued. The table below illustrates the effect
on the number of authorized shares of the Company's Common Stock available
for
issuance as a result of the reverse split and as a result of the increase in
authorized shares.
Common
Stock Currently
Issued
|
Post-Reverse
Split
|
Common
Stock Available
after Increase
in Authorized
|
68,112,358
|
1,362,247
|
98,637,753
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
table
below sets forth information with respect to the beneficial ownership of the
Company's Common Stock by (i) each person who is known to the Company to be
the
beneficial owner of more than five percent (5%) of the Company's common stock,
(ii) all directors and nominees, (iii) each executive officer, and (iv) all
directors and executive officers as a group.
Unless
otherwise indicated, the Company believes that the beneficial owner has sole
voting and investment power over such shares. The Company does not believe
that
any other stockholders act as a “group”, as that term is defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended. As of May 17,
2007,
the Company had issued and outstanding 68,112,358 shares of Common
Stock.
|
|
No. of
|
|
|
|
|
|
No. of
Series B
|
|
|
|
|
|
|
Common
|
|
|
% ownership
|
|
|
Preferred (1)
|
|
|
% Ownership (2)
|
|
Ronald
Shapss (3)
|
|
|
1,750,000
|
|
|
|
3.6
|
|
|
|
250,000
|
|
|
|
27.5
|
|
Elliot
Cole (3)
|
|
|
225,000
|
|
|
|
*
|
|
|
|
--
|
|
|
|
|
|
James
W. Zimbler (3) (4)
|
|
|
1,158,000
|
|
|
|
2.4
|
|
|
|
18,000
|
|
|
|
4.1
|
|
Keystone
Capital Resources, LLC (4)
|
|
|
1,500,000
|
|
|
|
3.1
|
|
|
|
167,585
|
|
|
|
19.1
|
|
1328
Zion Road
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bellefonte,
PA 16823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Malibu
Management Company (4)
|
|
|
--
|
|
|
|
|
|
|
|
16,000
|
|
|
|
*
|
|
Highgate
House Funds Ltd.
|
|
|
3,175,000
|
|
|
|
6.7
|
|
|
|
|
|
|
|
|
|
101
Hudson Street, Suite 3700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jersey
City, NJ 07302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alliance
Financial Networks Inc. (5)
|
|
|
600,000
|
|
|
|
*
|
|
|
|
184,000
|
|
|
|
18.7
|
|
2291
Arapahoe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boulder,
CO 80302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
Boussung (5)
|
|
|
500,000
|
|
|
|
*
|
|
|
|
--
|
|
|
|
|
|
10300
West Charleston #13-378
|
|
|
|
|
|
|
|
|
|
|
|
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|
Las
Vegas, NV 89135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Margolies Family Trust
|
|
|
3,000,000
|
|
|
|
6.3
|
|
|
|
--
|
|
|
|
|
|
Michael
Margolies
|
|
|
--
|
|
|
|
|
|
|
|
100,000
|
|
|
|
9.5
|
|
Richard
Carter
|
|
|
--
|
|
|
|
|
|
|
|
150,000
|
|
|
|
14.2
|
|
Michael
Cahr
|
|
|
--
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
and Directors as a Group (5 persons) (3)
|
|
|
4,633,000
|
|
|
|
9.7
|
|
|
|
451,585 |
(6) |
|
|
52.8
|
|
|
(1)
|
Each
one share of the Series B Cumulative Convertible Preferred Share
(“Preferred Shares”) is convertible a the option of the holder into 45
shares of common stock of the
company
|
|
(2)
|
Assuming
conversion of all Series B Preferred shares at a ration of 1 Series
B
Preferred share to 45 common shares
|
|
(3)
|
Officer/Director
of the Company
|
|
(4)
|
Keystone
Capital Resources, LLC and Miami Management Company, LLC are controlled
by
James W. Zimbler, Interim President. When the holdings of Mr.
Zimbler and Keystone Capital Resources, LLC are combined, the total
of
2,658,000 common shares equals 5.6%, including the preferred shares,
the
total is 24.7%
|
|
(5)
|
Alliance
Financial Networks, Inc. is controlled by William
Boussung. Combined, the total number of common shares and
preferred shares, is 1,100,000, equaling
19.8%.
|
|
(6)
|
The
451,585 of Series B Cumulative Convertible Preferred shares converts
into
24,954,325 shares of common stock.
|
There
are
no contracts or other arrangements that could result in a change of control
of
the Company.
Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section
16(a)
of the Exchange Act.
The
following individual has been appointed by to our Board of Directors, effective
September 18, 2007, to the position(s) indicated:
Name
|
Age
|
Position
|
|
Ron
Shapss
|
58
|
Chairman
of the Board
|
Michael
Margolies
|
79
|
President,
CEO and Director
|
James
W. Zimbler
|
42
|
Director
|
Elliot
Cole Esq.
|
71
|
Director
|
Stanley
Chason
|
79
|
Director
|
Ron
Shapss, 58, Chairman of the Board
Mr.
Shapss is the founder of Ronald Shapss Corporate Services, Inc., (“RSCS”) a
company engaged in consolidating fragmented industries since
1992. RSCS was instrumental in facilitating the roll-up of several
companies into such entities as U.S. Delivery, Inc., Consolidated Delivery
&
Logistics, Inc. Mr. Shapss was also the founder of Coach USA, Inc. A
1970 graduate of Brooklyn Law School, Mr. Shapss is a member of the New York
Bar.
Michael Margolies,
President, CEO and Director
Mr. Margolies
became Vice Chairman and Secretary of Headliners in January 2002, after having
served on the Board of Directors for the prior 3
years. Mr. Margolies resigned from his position as Vice Chairman
in March 2005. From 1998 until December 2005
Mr. Margolies was employed as Chief Executive Officer of Global
Concepts, Ltd. a conglomerate primarily involved in providing and transportation
services in the United States and Europe. Mr. Margolies was
previously a President and a member of the Board of Directors of the Company
from May 18, 2006 until March 6, 2007.
James
W.
Zimbler, 42, Director
James W. Zimbler, has
been a principal of Alpha Corporate Advisors, LLC, since its inception in May
2002. Alpha is involved as a consultant in the mergers and
acquisitions of public companies and consulting for private companies that
wish
to access the public markets. Prior to becoming a founding member of
Alpha, he was involved in consulting for capital raising, re-capitalization
and
mergers and acquisitions for various clients. Mr. Zimbler is one
of the initial shareholders in Accountabilities, Inc., f/k/a Human Trans
Services Holding Corp (“ACBT”). Mr. Zimbler has
recently focused his energies in the field of turnarounds of small emerging
private and public companies. He has served on the Board of Directors
and/or Officer of several companies since 2000, including, Triton Petroleum
Group, Inc., Universal Media, Inc., and Genio Holdings, Inc.
Elliot
Cole, Esq., 71, Director
Former
Partner, Patton Boggs LLP. Elliot Cole has practiced corporate law for 40-plus
years, more than 30 of which he has been a partner at Patton Boggs
LLP. He has been a Director of Human Trans Services Holding Corp (OTC
BB "HTSC") since May 2004. His expertise is rooted in the representation of
early-stage companies. As a counselor of startups through mezzanine
and later-stage financing, Mr. Cole assists with bringing companies in a wide
range of businesses along to maturity. His broad-based contacts with
financiers and investors have provided capital and management assistance to
a
number of the firm's clients over the years. Mr. Cole has served on the boards
of several business, community and social organizations. He has been a trustee
of Boston University, his alma mater, for over 20 years, having served on its
Investment Committee and Community Technology Fund.
Stanley
Chason, 79, Director
Mr. Chason
is retired from Gelco Corporation, a New York Stock Exchange Company,
whom he joined in 1968. He was a member of the Board of Directors,
Executive Vice President of the Corporation and Chairman and Chief
Executive Officer of the Fleet and Management Services
Division. Mr. Chason was the Chairman of the American Automobile
Leasing Association at the time of his retirement. Mr. Chason was
deeply involved both in the growth of the company (present revenue in the
billions) and in taking the company public in 1969. Mr. Chason has
served on various Boards over the past 15 years. He is a graduate of New
York University, and a veteran of the U.S. Navy. He was
previously a member of the Board of Directors of the Company from August 1,
2006
until March 19, 2007.
Executive
Compensation
For
the
fiscal year ended December 31, 2006, no Officer/Director has been compensated
with salaries or other form of remuneration except as set forth
below:
None
Director
Compensation
Our
directors receive no compensation for their services as director, at this time,
other than what has already been paid by the issuance of shares of common
stock.
Director
and Officer Insurance
The
Company does not have directors and officers (“D & O”) liability insurance
at this time.
ADDITIONAL
INFORMATION
Additional
information concerning the Company, including its annual and quarterly reports
for the past twelve months which have been filed with the Securities and
Exchange Commission, may be accessed through the Securities and Exchange
Commission's EDGAR archives at www.sec.gov. Upon written request of any
stockholder to the Company at 14 Garrison Inn Lane, Garrison, New York 10524,
a
copy of the Company's Annual Report on Form 10-KSB for the year ended December
31, 2006, will be provided without charge to stockholders.
By
Order
of the Board of Directors:
/s/
Ronald Shapps
Ronald
Shapps
Chairman
of the Board
Garrison,
New York
September
19, 2007
Exhibit
“A” High Velocity Alternative Energy Corp. Certificate of Amendment
ARTICLE
IV
CAPITAL
STOCK
The
total
number of shares of all classes of capital stock which the Company shall have
authority to issue is 110,000,000 shares (“Capital Stock”). The classes and the
aggregate number of shares of each class of Capital Stock that the Company
shall
have authority to issue are as follows:
(a)
Capitalization. The aggregate number of shares which the Corporation shall
have
the authority to issue is one hundred ten million (110,000,000) shares of all
classes of stock, consisting of one hundred million (100,000,000) shares of
common stock, $.001 par value, and ten million (10,000,000) shares of preferred
stock, $.001 par value.
(b)
Reverse Stock Split. Upon the filing and effectiveness (“Effective Time”) of
this Certificate of Amendment pursuant to the Nevada Revised Statutes, each
forty (40) shares of the common stock (“Old Common Stock”) issued and
outstanding immediately prior to the Effective Time shall be reclassified and
combined into one (1) validly issued, fully paid and non-assessable share of
the
Corporation's common stock, $.001 par value per share (the “New Common Stock”)
without any action by the holder thereof. The Corporation shall not issue
fractions of shares of New Common Stock in connection with such reclassification
and combination. Stockholders who, immediately prior to the Effective time,
own
a number of shares of Old Common Stock which is not evenly divisible by 40
shall, with respect to such fractional interest, be entitled to receive one
(1)
whole share of Common Stock in lieu of a fraction of a share of New Common
Stock. Each certificate that theretofore represented shares of Old Common Stock
shall thereafter represent that number of shares of New Common Stock into which
the shares of Old Common Stock represented by such certificate shall have been
reclassified and combined; provided, that each person holding of record a stock
certificate or certificates that represented shares of Old Common Stock shall
receive, upon surrender of such certificate or certificates, a new certificate
or certificates evidencing and representing the number of shares of New Common
Stock to which such person is entitled under the foregoing reclassification
and
combination. In conjunction with the Reverse Stock Split, no stockholder holding
at least a round lot (100 shares) prior to the Reverse Split shall have less
than one round lot (100 shares) after the reverse split.
13