SC 14F1 1 mec14fa1.htm MAXIMUS EXPLORATION CORPORATION SCHEDULE 14F-1 Maximus Exploration Corporation Schedule 14f-1

 

 

 

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


INFORMATION FILED PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date
September 10, 2008
 


MAXIMUS EXPLORATION CORPORATION
(Exact name of registrant as specified in its charter)
 


Nevada
(State or other jurisdiction of incorporation)
 


000-52669
(Commission File No.)
 


#8-26 Zivova Street
Ternopil, Ukraine 282001
Address of principal executive offices and zip code)
 


011380352520416
(Registrant's telephone number, including area code)

 

 

 


     On September 5, 2008, Randy Doherty resigned as our president, principal executive officer, treasurer, principal financial officer, principal accounting officer and director. Mr. Doherty was replaced by Andriy Volianuk as president, principal executive officer, secretary, treasurer, principal financial officer and principal accounting officer. On the same date, Robert Robertson resigned as our secretary and as a director. On the same day, Mr. Doherty transferred 3,000,000 restricted shares of common stock that he owned, which constituted all of the shares of common stock he owned, to Mr. Valianuk in consideration of $30.00. Further, On the same day, Robert Robertson transferred 2,000,000 restricted shares of common stock that he owned, which constituted all of the shares of common stock he owned, to Mr. Valianuk in consideration of $20.00.

     Further, subject to mailing this information and waiting the ten (10) day period mandated under section 14(f) of the Securities Exchange Act of 1934, Mr. Valianuk will become our sole director.

     The following information is being furnished in compliance with section 14(f) of the Securities Exchange Act of 1934 and regulation 14f-1 promulgated thereunder.

     1. Currently, we have one class of voting securities entitled to be voted at the meeting or by written consents or authorizations if no meeting is held. The class of voting securities is common stock. We are also authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. The terms of the preferred shares are at the discretion of the board of directors. Currently no preferred shares are issued and outstanding. There are currently 5,511,500 shares of common stock outstanding. Each share is entitled to one vote.

     2. Security ownership of certain beneficial owners - The following sets forth as of August 31, 2008, persons owning more than 5% of our common stock:

  Name and Address of  Amount and Nature   
Title of Class Beneficial Owner  of Ownership  Percent of Class
 
Common Stock  Randy Doherty  3,000,000  54.43%
  3355 Morgan Creek Way #43  Direct   
  Surry, British Columbia     
  Canada V3S 0J9     
 
Common Stock  Robert Robertson  2,000,000  39.29%
  7091 Kimberly Dr.  Direct   
  Richmond, British Columbia     
  Canada V7A 4S7     

 

 

 

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     After Messrs Doherty and Robertson transferred their shares, there were still 5,511,500 shares of common stock outstanding and the following were persons owning more than 5% of our common stock:

  Name and Address of  Amount and nature  Percent of
Title of Class  Beneficial Owner  of Ownership  class
 
Common Stock  Andriy Volianuk  5,000,000  90.72%
  #8-26 Zivova Street  Direct   
  Ternopil, Ukraine 282001     

     3. Security ownership of management - The following sets forth all shares of common stock owned by all directors and nominees, each executive officer, and directors and executive officers as a group immediately prior to Messrs Doherty and Robertson transfer of their shares to Mr. Volinuk. Immediately prior to the transfer of the shares, there were 5,511,500 shares of common stock outstanding:

      Amount and   
  Name of    Nature of  Percent of
Title of Class Beneficial Owner  Position with Company Ownership  Class
 
Common Stock  Randy Doherty  Former President, Principal  3,000,000  54.43%
    Executive Officer, Treasurer,  Direct   
    Principal Financial Officer     
    Principal Accounting Officer     
    and Director     
 
Common Stock  Robert Robertson  Secretary and Director  2,000,000  36.29%
      Direct   
 
All current officers and directors    5,000,000  90.72%
as a group (2 persons)       
      Direct   

     The following sets forth all shares of common stock owned by all directors and nominees, each executive officer, and directors and executive officers immediately after Messrs Doherty and Robertson transferred their 5,000,000 shares of common stock to Mr.Volianuk.

      Amount and   
  Name of    Nature of  Percent of
Title of Class Beneficial Owner  Position with Company  Ownership  Class [4]
 
Common Stock  Andriy Volianuk  President, Principal Executive  5,000,000  90.72%
    Officer, Secretary, Treasurer,  Direct   
    Principal Financial Officer,     
    Principal Accounting Officer and     
    Director     
 
All officers and      5,000,000  90.72%
directors as a group         
(1 person)         

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     4. There are no arrangements, known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change our control other than as described herein.

     5. The transaction referred to herein occurred since the beginning of our last fiscal year. The name of the person who will acquire control is Andriy Volianuk and the source of the consideration was his personal cash.

     6. None of our officers, directors or affiliates, or any owner of 5% or more of our common stock, or any associate of any such officer, director, affiliate or security holder is a party adverse to us or has a material interest adverse to us. We no subsidiaries.

     7. The following is the business experience during the past five years of each director and executive officer and each director nominee.

Former Officers and Directors

Randy Doherty

     From inception to September 5, 2008, Randy Doherty was our president, principal executive officer, treasurer, principal financial officer, principal accounting officer and a director. From December 1989 to May 2003, Mr. Doherty was employed at Canaccord Capital Corporation, Vancouver, British Columbia as an investment advisor. Canaccord Capital Corporation is a Canadian brokert-dealer. From May 2003 to December 29, 2005, Mr. Doherty was retired.

Robert Robertson

     From inception to September 5, 2008, Mr. Robertson was our secretary and a director. From 1969 to September 2001, Mr. Robertson was employed by Royal Bank of Canada in British Columbia, holding various management positions. From September 2001 to December 2005, Mr. Robertson was retired.

Director Nominee

Andriy Volianuk

     Since September 5, 2008, Mr. Volianuk has been our president, principal executive officer, secretary, treasurer, principal financial officer, and principal accounting officer. Since 2000, Mr. Volianuk has owned and operated Volja History College, a private college in Ternopil, Ukraine that teaches the history of the Ukraine.

     8. We have not been a party to any transaction since the beginning of our fiscal year nor are we a party to a currently proposed transaction with any director or executive officer, nominee for election as a director, security owner who owns or record or beneficially more than five percent of our common stock and any member of the immediate family of any of the foregoing other than as described above.

 

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     9. None of the following have been or are currently indebted to us since the beginning of our last fiscal year: any director or executive officer; any nominee for election as a director; any member of the immediate family of any of the foregoing; any corporation or organization of which any of the foregoing persons is directly or indirectly, the beneficial on where of ten percent or more of any class of equity securities; or, any trust or other estate in which any of the foregoing have a substantial beneficial interest or as to which such person serves as a trustee or in a similar capacity.

     10. Compliance with Section 16(a) of the Securities Exchange Act of 1934 - Section 16(a) of the Securities and Exchange Act of 1934 requires certain defined person to file reports of and changes in beneficial ownership of a registered security with the Securities and Exchange Commission. Under the regulatory procedure, officers, directors and persons who own more than ten percent of a registered class of a company’s equity securities are also required to furnish us with copies of all Securities 16(a) forms they filed. Based on review Mr. Volianuk has not filed his Form 3 with the Securities and Exchange Commission.

     11. None of the officers, directors or director nominees, or owners of 10% or more of our common stock have had any of the relationships described in Item 404(b) of Reg. S-K.

     12. We have an audit committee comprised of all of our officers and directors established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934. None of the members of the committee are independent. The board of directors has not adopted a written charter for the audit committee.

     13. We do not have a nominating committee or compensation committee of the board of directors, or committees performing similar functions. We do not have a nominating committee or a compensation committee because we are not required to have them as a matter of law. Further, because we are so small and have only approximately 30 shareholders of record, the creation of a nomination committee at this time does not seem justified.

     14. Our board of directors does not have a process for security holders to send communications to the board of directors. The board of directors does not have such a process because it is not required by law and because we only have approximately 46 shareholders of record. Further, we do not have a policy with regard to a board members’ attendance at annual meetings. At the last annual meeting, all board members attended.

     15. There were no meetings of the board of directors during the last twelve months other than one meeting to appoint Mr. Volianuk as president, secretary, treasurer, principal financial officer and principal accounting officer and as director nominee. The meeting occurred on September 5, 2008. All directors participated therein. All actions taken by the board were taken without a meeting and a record of such was signed by each member.

     16. The following table sets forth the compensation paid by us from inception on January 26, 2006 through April 30, 2007. The compensation addresses all compensation awarded to, earned by, or paid the to our named executive officers for the fiscal year ended April 30, 2007. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

 

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Executive Officer Compensation Table
            Non-  Nonqualified     
            Equity  Deferred  All   
Name            Incentive  Compensa-  Other   
and Stock Option Plan tion Compen-
Principal Salary Bonus Awards Awards Compensation Earnings sation Total
Position  Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a)  (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
 
Andriey Volianuk  2008  0 0  0  0  0  0  0  0 
President, Secretary,  2007  0 0  0  0  0  0  0  0 
Treasurer  2006  0 0  0  0  0  0  0  0 
 
Randy Doherty  2008  0 0  0  0  0  0  0  0 
President and Treasurer  2007  0 0  0  0  0  0  0  0 
Resigned  2006  0 0  0  0  0  0  0  0 
 
Robert Robertson  2008  0 0  0  0  0  0  0  0 
Secretary - Resigned  2007  0 0  0  0  0  0  0  0 
  2006  0 0  0  0  0  0  0  0 

     The following table sets forth information with respect to compensation paid by us to our directors during the last completed fiscal year. Our fiscal year end is February 29, 2008.
 

           Director Compensation Table     
(a)  (b)  (c)  (d)  (e)  (f)  (g)  (h) 
          Change in     
          Pension     
          Value and     
  Fees      Non-Equity  Nonqualified  All   
  Earned      Incentive  Deferred  Other   
  or Paid  Stock  Option  Plan  Compensation  Compen-   
in Cash Awards Awards Compensation Earnings sation Total
Name  ($)  ($)  ($)  ($)  ($)  ($)  ($) 
 
Andriy Volianuk  0  0  0  0  0  0  0 
Randy Dougherty - Resign  0  0  0  0  0  0  0 
Robert Robertson - Resign  0  0  0  0  0  0  0 

 
     All compensation received by the officers, directors and director-nominees has been disclosed.

     We do not plan to pay any compensation to our officers or directors in 2009. We will not begin paying our officers compensation until we have adequate funds to do so.

     There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

 

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Long-Term Incentive Plan Awards

     We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Option/SAR Grants

     No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2007.

Long-Term Incentive Plan Awards

     We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

Indemnification

     Pursuant to the Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

     Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

 

 

 

 

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, MAXIMUS EXPLORATION CORPORATION has duly caused information to be signed on its behalf by the undersigned hereunto duly authorized.

     DATED: September 10, 2008

MAXIMUS EXPLORATION CORPORATION 
 
BY:  ANDRIY VOLIANUK 
        Andriy Volianuk, President and Principal Executive 
        Officer 

 

 

 

 

 

 

 

 

 

 

 

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