Prosperity Partners, Inc. Schedule 14F-1

SC 14F1 1 prosperity-schedule14f1.htm PROSPERITY PARTNERS, INC. SCHEDULE 14F-1 Prosperity Partners, Inc. Schedule 14F-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14F-1

INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

PROSPERITY PARTNERS, INC.
-------------------------
(Exact name of registrant as
specified in its corporate charter)

0-32577
Commission File No.

DELAWARE 23-3078137
-------- ----------
(State of Incorporation) (IRS Employer
Identification No.)

13155 Noel Road
Suite # 800
Dallas, TX 75240
----------------
(Address of principal executive offices)

972-934-5581
------------
(Issuer's telephone number)

PROSPERITY PARTNERS, INC.

INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

GENERAL

This Information Statement is being delivered on or about June
7, 2002 to the holders of shares of common stock, par value $0.0001
(the "Common Stock") of Prosperity Partners, Inc., a Delaware
corporation (the "Company"). You are receiving this Information
Statement in connection with the appointment of a new member to the
Company's Board of Directors (the "Board").

On June 7, 2002, Dotcom Internet Ventures Ltd., the majority
shareholder of the Company entered into a Stock Purchase Agreement
(the "Agreement") with Apex Restaurant Partners, Inc., which results
in a restructuring of the Company's management, Board, and ownership.

Pursuant to the terms of the Agreement, Dotcom Internet
Ventures Ltd. sold 5,000,000 shares of the Company, representing at
that time 100% of the outstanding common stock, to Apex Restaurant
Partners, Inc. As consideration for the purchase of the shares,
Apex Restaurant Partners, Inc. paid the sum of forty-five thousand
dollars ($45,000) cash.

On June 7, 2002 in accordance with the Agreement, the Board
received a letter of resignation from its sole Board member, William
Tay, which is effective upon the appointment of a new Board.
Pursuant to the Agreement, William Tay appointed John J. Todd as the
sole director, president, treasurer and secretary of the Company.
John J. Todd will not take office as a director until at least 10
days after this Information Statement is mailed or delivered to all
Company shareholders in compliance with Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1
thereunder.

YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE
NOT, HOWEVER, REQUIRED TO TAKE ANY ACTION.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Securities of the Company

On June 7, 2002 there were 5,000,000 shares of common stock
issued and outstanding. Each share of Common Stock entitles the
holder thereof to one vote on each matter that may come before a
meeting of the shareholders.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of June 7, 2002, certain
information with respect to the Company's equity securities owned of
record or beneficially by (i) each officer and director of the
Company; (ii) each person who owns beneficially more than 5% of each
class of the Company's outstanding equity securities; and (iii) all
directors and executive officers as a group.

Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Class Beneficial Owner (1) Ownership Class (2)
-------------- -------------------------- --------- ----------
Common Stock John J. Todd (3) 5,000,000 100%
13155 Noel Road
Suite # 800
Dallas, TX 75240

Common Stock Apex Restaurant Partners, 5,000,000 100%
Inc.
13155 Noel Road
Suite # 800
Dallas, TX 75240

Common Stock All Officers and Directors 5,000,000 100%
as a Group
(1 person)

(1) Beneficial ownership has been determined in accordance with Rule
13d-3 under the Exchange Act and unless otherwise indicated,
represents securities for which the beneficial owner has sole voting
and investment power.

(2) Based upon 5,000,000 shares issued and outstanding.

(3) John J. Todd is the controlling stockholder of Apex Restaurant
Partners, Inc. and may be deemed the beneficial owner of the shares
of the Company's Common Stock owned by it.

Changes in Control

On June 7, 2002, Apex Restaurant Partners, Inc. acquired
5,000,000 restricted common shares from Dotcom Internet Ventures
Ltd. in a private transaction. As the controlling stockholder of
Apex Restaurant Partners, Inc., John J. Todd became the "control
person" of the Registrant as that term is defined in the Securities
Act of 1933, as amended. Simultaneously with this transaction,
William Tay resigned as an officer and director and appointed John
J. Todd to the Board and which appointment is effective 10 days
after mailing of this Information Statement. John J. Todd was then
named President, Secretary and Treasurer of the Company.

Prior to the sale, the Company had 5,000,000 shares of common
stock outstanding.

DIRECTORS AND EXECUTIVE OFFICERS

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 five percent of any class of voting securities of the
Company, or any affiliate of any such director, officer, affiliate
of the Company, or security holder, is a party adverse to the
Company or has a material interest adverse to the Company.

Directors and Executive Officers

The following table sets forth the names and ages of the
incoming director and executive officer of the Company, the
principal offices and positions with the Company held by each
person. Such person will become a director or executive officer of
the Company effective 10 days after the mailing of this Information
Statement. The executive officers of the Company are elected
annually by the Board. The directors serve one year terms until
their successors are elected. The executive officers serve terms of
one year or until their death, resignation or removal by the Board.
Unless described below, there are no family relationships among any
of the directors and officers.

Name Age Position(s)
------------ --- -----------------------------------
John J. Todd 41 President, Secretary, Treasurer and
Director

Mr. Todd is presently President and Chief Executive Officer of
Apex Restaurant Partners, Inc., Executive Vice President and Chief
Operating Officer of SonicBlue Corporation, a $300 MM consumer
electronics manufacturer. He previously served as and for almost 3
years as Sr. VP and Chief Financial Officer of Gateway Computer,
Inc., CFO of the Aerospace divisions of Allied Signal, Inc., and
Chief Financial Officer of Boston Market, Inc., a position he held
for 2 years. While at Boston Market, Mr. Todd's responsibilities
encompassed menu development, distribution, procurement and
financial management. Mr. Todd has more than eight years of senior
management experience at Pizza Hut (formerly a division of Pepsico)
where he was responsible for overseeing construction & development,
re-franchising, new concept development and strategic planning. A
graduate of Virginia's Longwood College, Mr. Todd holds an MBA
degree (Finance) from the College of William & Mary. He serves as
an advisor to a number of foodservice and consumer retailing
companies and is highly regarded for his financial turnaround
capabilities and his successful focus on improving unit economics at
the unit level.

Certain Relationships and Related Transactions

Not applicable

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers and persons who own
more than ten percent of a registered class of the Company's equity
securities to file with the SEC initial reports of ownership and
reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, none of the officers, directors or
shareholders of the Company was delinquent in any necessary filings
under Section 16(a).

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Officers and Directors

The Company currently does not pay any cash salaries to any
officers or directors.

Summary Compensation Table

The Summary Compensation Table shows certain compensation
information for services rendered in all capacities for the fiscal
year ended December 31, 2001. Other than as set forth herein, no
executive officer's salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar
value of base salaries, bonus awards, the number of stock options
granted and certain other compensation, if any, whether paid or
deferred.

SUMMARY COMPENSATION TABLE

Annual Paid Compensation Long Term Compensation
------------------------- ------------------------
Awards Payouts
--------------------------------------------

OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LTIP OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
YEAR ($) ($) ($) ($) SARS (#) ($) ($)
NAME AND
PRINCIPAL
POSITION
----------------------------------------------------------------------------------------------------------------------------

William Tay 2001 -0- -0- -0- -0- -0- -0- -0-
(President, (12/31)
Treasurer,
Secretary)

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME GRANTED (#) YEAR ($/SH) EXPIRATION DATE
-------------------------------------------------------------------------------------------------------------------------
William Tay None N/A N/A N/A

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

Value of Unexercised In
Number of Unexercised The-Money Option/SARs
Shares Acquired Securities Underlying At FY-End ($)
On Value Options/SARs At Fy-End (#) Exercisable/Unexercisable
Name Exercise (#) Realized ($) Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------
William Tay N/A N/A None N/A

Dated: June 7, 2002 Prosperity Partners, Inc.

/s/ John J. Todd
-----------------------------
John J. Todd, Secretary