UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14f-1
INFORMATION
STATEMENT
PURSUANT
TO RULE 14f-l OF THE
OF
THE SECURITIES EXCHANGE ACT OF 1934
AIR
BROOK AIRPORT EXPRESS, INC.
(Exact
name of registrant in its charter)
Commission
File No. 33-9218
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DELAWARE
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22-2742564
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
|
incorporation
or organization)
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Identification
No.)
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115
West Passaic Street
Rochelle
Park, New Jersey 07662*
(Address
of principal executive office, including Zip Code)
Registrant's
telephone number - (201) 843-6100
The
number of outstanding shares of the Company's common stock, as of June 18,
2007
is 2,277,922 shares, $0.0001 par value per share, of which officers, Directors
and their affiliates own 1,165,397, which comprises approximately 51.2% of
the
outstanding common stock of the Company.
INFORMATION
STATEMENT PURSUANT TO SECTION 14(f) OF
THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-l
We
are
furnishing this Information Statement to all of the holders of record of our
common stock, $0.0001 par value per share, at the close of business on June
18,
2007.
This
notice is required by Section 14(f) promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 14f-l of the Securities and Exchange
Commission ("SEC").
NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT.
INTRODUCTION:
This
Information Statement is being furnished to the holders of record of the
Company’s common stock as of the close of business June 18, 2007, and sets forth
the proposed change in the majority of the Company's Board of Directors to
be
effected pursuant to the terms and conditions of a Stock Purchase Agreement
dated as at June 26, 2007 described below, and contains related biographical
and
other information concerning the Company's executive officers and
Directors.
This
Information Statement is being provided solely for informational purposes only
and not in conjunction with a vote of the Company’s stockholders.
This
Information Statement is being filed with the Securities and Exchange Commission
("SEC") and delivered to stockholders holding all 2,277,922 of the issued and
outstanding shares of common stock, par value $0.0001 per share, of Air Brook
Airport Express, Inc. (the "Company"), representing all of the outstanding
shares otherwise entitled to vote at a meeting of stockholders as at the record
date.
All
Company filings and exhibits thereto may be inspected without charge at the
public reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material also may be obtained from the
SEC at prescribed rates. The SEC also maintains a website that contains reports,
proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of the Company filings may
be
obtained from the SEC's website at http://www.sec.gov. Upon the completion
of
the Stock Transaction (as defined below), the Company intends to file a report
on Form 8-K with the SEC concerning the Change in Control of the Company and
the
Departure and Election of Directors at the Company.
CHANGE
IN MAJORITY OF DIRECTORS
As
at
June 26, 2007, Lextra Management Group, Inc. (the "Purchaser") entered into
a
Stock Purchase Agreement (the "Agreement") with Donald M. Petroski (“Donald”),
Jeffrey M. Petroski (“Jeffrey”), Barbara Petroski, the wife of Donald
(“Barbara”) and Air Brook Limousine, Inc. (“ABL”). Donald, Jeffrey, Barbara and
ABL may sometimes hereinafter be collectively called the “Selling Parties”.
Under the terms of the Agreement, for and in consideration of an aggregate
sum
of $116,500, among other things, the Selling Parties agreed to sell, and the
Purchaser agreed to acquire a total of 1,165,397 shares of the common stock,
$0.0001 par value, of the Company, comprising approximately 51.16% of the shares
of the common stock of the Company’s then issued and outstanding shares (the
"Stock Transaction"). In addition, the Purchaser agreed to acquire from ABL
an
account receivable due from the Company to ABL, (the “Account Receivable”)
described in the Company’s financial reporting as “Due to Affiliates” (The Stock
Transaction and the Accounts Receivable Transaction shall sometimes be referred
to collectively be called the “Stock Transaction”). The closing of the Stock
Transaction (the “Closing”) will occur promptly after the Effective Date, as
defined below (the “Stock Transaction Date”).
As
contemplated by the Stock Transaction, the Board intends to elect Mr. R. Thomas
Kidd as a Director of the Company at the Closing and Donald and Jeffrey will
each tender their resignations from the Company's Board of Directors, effective
at the Closing, in accordance with the Company’s By-Laws, effective as at the
Closing of the Stock Transaction. Mr. Kidd intends to take office as a Director
effective immediately upon the Closing of the Stock Transaction, subject to
the
expiration of the statutory ten (10) day waiting period following the filing
by
the Company with the SEC of this Information Statement pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, relating
to
the change in control of the Board occasioned by the resignations of Donald
and
Jeffrey from the Board (the “Effective Date’).
SECURITIES
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of the
common stock of the Company by: (i) each person known by the Company to be
the
beneficial owner of more than 5% of the outstanding shares of its common stock
as of June 18, 2007; (ii) each Director and executive officer of the Company
as
of June 18, 2007; (iii) all officers and Directors of the Company as a group
as
of June 18, 2007; and (iv) all proposed beneficial owners, Directors and
officers (individually and as a group) of the Company after giving effect to
the
Stock Transaction. The information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act based upon information furnished by the
transfer agent for the Company’s Common Stock, or the persons listed or
contained in filings made by them with the SEC.
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Amount
and Nature of
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of
Beneficial Owner
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Beneficial
Ownership
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Percent
of Class (1)
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Donald
M. Petroski (2) (7)
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1,010,000
shs.
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44.34
%
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Air
Brook Limousine, Inc. (3) (7)
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127,422
shs.
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5.59
%
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Jeffrey
M. Petroski (4) (7)
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27,850
shs.
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1.22
%
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Barbara
Petroski (5) (7)
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125
shs.
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---+
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New
America Group (6)
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416,500
shs.
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18.28
%
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Lextra
Management Group, Inc. (7)
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1,165,397
shs.
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51.16
%
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Mr.
R. Thomas Kidd (8)
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-0-
shs.
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-0-
%
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(1)
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The
percentages listed in the "Percent of Class" column are based upon
2,277,922 issued and outstanding shares of Common Stock as at the
Stock
Transaction Date. All officers, Directors and ABL, (including Barbara
Petroski) own as a group 1,165,397 shares of common stock (51.16%)
of the
Company.
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(2)
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Mr.
Donald M. Petroski has agreed to sell his shares and will resign
as an
officer of the Company on the Stock Transaction Date. He will also
resign
from the Board of Directors effective on the Stock Transaction Date.
The
address for Donald M. Petroski is 115 West Passaic Street, Rochelle
Park,
New Jersey 07662. Donald M. Petroski disclaims any ownership interest
in
the shares owned by either Jeffrey M. Petroski or Barbara
Petroski.
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(3)
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ABL
has agreed to sell its shares on the Stock Transaction Date and may
be
deemed an affiliate of the Company. Donald M. Petroski owns 80% of
the
issued and outstanding shares and Jeffrey M. Petroski owns 20% of
the
issued and outstanding shares of
ABL.
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(4)
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Jeffrey
M. Petroski has agreed to sell his shares and resign as an officer
of the
Company on the Stock Transaction Date. He will also resign from the
Board
of Directors on the Stock Transaction Date. The address for Jeffrey
M.
Petroski is 115 West Passaic Street, Rochelle Park, New Jersey
07662.
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(5)
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Barbara
Petroski, the wife of Donald M. Petroski has agreed to sell her shares
on
the Stock Transaction Date.
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(6)
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The
holdings of New America Group are reflected in the Shareholder list
provided to the Company by its Transfer Agent as at June 18,
2007
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(7)
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These
shares represent the aggregate of 1,165,397 shares to be purchased
from
the Selling Parties pursuant to the Purchase Agreement on the Stock
Transaction Date by Lextra Management Group, Inc. The address for
Lextra
Management Group, Inc. is 801 International Parkway, 5th
Floor, Lake Mary, Florida 32746.
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(8)
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Mr.
Kidd intends be elected to the Board upon the Closing of the Stock
Transaction. The address for Mr. Kidd is 801 International Parkway,
5th
Floor, Lake Mary, Florida 32746.
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There
were no outstanding options, warrants, rights or other securities convertible
into shares of Common Stock of the Company as at the date hereof, nor will
there
be any as at the Effective Date or the Stock Transaction Date.
DIRECTORS
AND EXECUTIVE OFFICERS
Management.
Pursuant
to the Purchase Agreement, it is intended that Mr. Kidd will be elected a
Director of the Company as at the Closing, and the resignations of Donald and
Jeffrey, the current Directors of the Company, will become effective as at
the
Closing. The following table sets forth information regarding the current
executive officers and Directors of the Company and the executive officers
and
Directors of the Company following the Closing of the Stock
Transaction.
The
Company's current management prior to the Closing of the Stock Transaction
consists of:
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Name
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Age
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Title
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Donald
M. Petroski
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68
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Chairman,
President and Director
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Jeffrey
M. Petroski
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44
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Treasurer,
Secretary, Director
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Donald
M.
Petroski has been and will be the President and Chief Executive Officer of
the
Company from July 29, 1988 to the Closing of the Stock Transaction. He will
tender his resignation as a Director and officer, effective as at the Closing.
Donald M. Petroski is also President, Director and the beneficial owner of
80%
of the issued and outstanding stock of ABL, which company may be deemed an
affiliate of the Company.
Jeffrey
M. Petroski is and was the Treasurer and Secretary of the Company for more
than
the past ten (10) years prior to the Closing of the Stock Transaction. He will
also tender his resignation as a Director and officer, effective as at the
Closing. Jeffrey M. Petroski is also the Treasurer, Secretary, Director and
beneficial owner of 20% of the issued and outstanding stock of ABL, which
company may be deemed an affiliate of the Company.
The
information set forth below has been furnished to the Company by the Purchaser.
Neither the Company nor its current Directors have independently verified the
accuracy or completeness of such information nor can they assume any
responsibility therefor. Upon the Closing of the Stock Transaction the Company's
management will consist of:
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Name
and Address:
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Age
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Title
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R.
Thomas Kidd
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60
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Chief
Executive Officer, Director
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Mr.
Kidd
is currently and has been the Chief Executive Officer and the sole Director
of
Lextra Management Group, Inc. a privately held company, since January 2007.
Prior thereto from July 2005 through November 2006 he served as the Chief
Executive Officer and Director of Greens Worldwide Incorporated, a publicly
held
company, and its subsidiary U.S. Golf Tour, primarily involved in the
development of a new golf organization and sports enterprise. Prior thereto,
from April 1999 through October 2004, Mr. Kidd served as Chief Executive Officer
and President of ASGA, Inc., and the American Senior Golf Association. For
approximately the past thirty (30) years, Mr. Kidd has been engaged in various
capacities in developing sports organizations including, among others, two
(2)
national professional golf tours and one (1) senior golf tour.
Upon
the
Closing of the Stock Transaction, Mr. Kidd will become the sole Director of
the
Company. Although Mr. Kidd has been in confidential discussions with third
parties regarding possible future business and financing plans for the Company,
Mr. Kidd has not entered into any firm commitments with respect to the Company’s
future business activities or financings.
Effective
upon the Closing of the Stock Transaction, and after the resignations of Donald
M. Petroski and Jeffrey M. Petroski have become effective, Mr. Kidd, as the
sole
surviving Director, intends to cause himself to be elected Chief Executive
Officer of the Company.
Board
of Directors: Compensation and Meetings
The
current By-Laws provide, among other things, that each Director holds office
until the completion of their respective terms of office, which is one year,
or
until their successors have been elected and qualified. All officers are
appointed annually by the Board of Directors and, subject to any employment
agreement, serve at the discretion of the Board of Directors. During the period
covering the past five (5) years prior to the Effective Date, the Company never
had any employment agreements with any officers or employees and no officer
or
Director of the Company has received any compensation from the Company during
such period. The Company has not held regularly scheduled Board meetings. Board
meetings have been and are held from time to time as events require Board
action.
Committees
of the Board of Directors
During
the period covering the past five (5) years to and including the Effective
Date,
there have been no committees of the Board.
After
the
Closing, the new Board of Directors may consider whether or not to expand the
size of the Board of Directors and whether or not to establish an Audit
Committee and a Compensation Committee. No present plans have been formulated
as
to whether, when or if such committees will be formed.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The
Company presently occupies and has occupied its principal executive offices
for
more than the past five (5) years, on a month-to-month basis, free of charge,
from its President.
Reference
is made to the Company’s filings on Form 8-K, as filed with the SEC on March 12,
2007 and March 22, 2007 pursuant to which certain agreements between the Company
and ABL were terminated, the Company merged its wholly owned subsidiary A.B.
Park & Fly, Inc. with and into a wholly owned subsidiary of ABL, and the
corporate existence of A.B. Park & Fly, Inc. ceased, for which ABL delivered
150,000 shares of Company common stock to the treasury of the Company for
cancellation.
Reference
is also made to the Form 10-KSB, Annual Report of the Company for the fiscal
year ended October 31, 2006 and Forms 10-QSB, quarterly reports of the Company
which sets forth other relationships and related transactions between the
Company and ABL. Pursuant to the Stock Transaction, the Purchaser will acquire
1,165,397 shares of the Company's common stock of the 2,277,922 shares of the
Company's common stock issued and outstanding, comprising an aggregate of 51.16%
of the issued and outstanding shares of the Company's common stock and also
acquired the Account Receivable. Upon the completion of the Stock Transaction,
the Purchaser will designate Mr. R. Thomas Kidd as the sole Director of the
Company.
COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Section
16(a) of the Exchange Act, as amended, requires the Company’s executive
officers, Directors and persons who beneficially own more than 10% of the
Company’s common stock to file reports of their beneficial ownership and changes
in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Donald
M. Petroski, ABL, Jeffrey M. Petroski and Barbara Petroski have undertaken
to
file Forms 4 to reflect the disposition of their respective shares of the Common
Stock of the Company and to furnish copies thereof to the Company. In addition,
Mr. R. Thomas Kidd has represented that the Purchaser will file a Form 3,
initial ownership form, with the SEC to reflect its ownership of the shares
of
Common Stock of the Company purchased.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused the report to be signed on its behalf by the undersigned thereto
duly authorized.
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AIR BROOK AIRPORT EXPRESS, INC. |
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By: |
/s/
Donald M. Petroski |
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Name:
Donald
M. Petroski |
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Title:
President |