o
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Preliminary
information statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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x
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Definitive
information statement
|
x
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No
fee required.
|
o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
|
Total
fee paid:
|
o
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Fee
paid previously with preliminary
materials.
|
o
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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
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|
was
paid previously. Identify the previous filing by
registration
|
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statement
number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
|
Filing
Party:
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(4)
|
Date
Filed:
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·
|
RULE
38a-1 UNDER THE 1940 ACT - which requires the Company to adopt
and implement written policies and procedures reasonably designed to
prevent violation of the federal securities laws by the Company and the
designation of a chief compliance officer to be responsible for
administration of policies and
procedures.
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·
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The
Company will no longer be subject to the requirement that it maintain
a ratio of assets to senior securities of at least
200%;
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·
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The
Company will no longer be prohibited from protecting director
or officer against any liability to the Company or Company's
shareholders arising from willful malfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved the conduct
of that person's office;
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·
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The
Company will no longer be required to provide and maintain
bond issued by a reputable fidelity insurance company to protect
against larceny and
embezzlement;
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·
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The
Company will no longer be required to ensure that a majority
the directors are persons who are not "interested persons," as term
is defined in Section 2(a)(19) of the 1940 Act, and persons that
would be prevented from acting in the capacity employee, officer or
director of the Company if it were a BDC (as persons convicted of
certain malfeasance) will be able to on the Company's
board;
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·
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The
Company will no longer be subject to provisions of the 1940 Act regulating
transactions between BDCs and certain affiliates restricting the
Company's ability to issue warrants and
options;
|
·
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The
Company will no longer be prohibited from issuing its for
services;
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·
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The
Company will be able to change the nature of its without having
to obtain the approval of its
shareholders;
|
·
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The
Company will no longer be subject to provisions of the 1940 Act
prohibiting the issuance of securities at below net asset value
book value; and
|
·
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The
Company will no longer be required to disclose its net value
per share on the face of its financial
statements.
|
·
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The
Company will no longer be subject to the other provisions protections
set forth in Sections 55 through 64 of the 1940 Act and the rules and
regulations promulgated thereunder.
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Name
and Address of
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Amount
and Nature of
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||
Title of Class
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Beneficial Owner **
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Beneficial Owner
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% of Class
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Common
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Adam
Adler
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4,000,000
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7.91%
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Common
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Avenel
Financial Group, Inc.
|
2,580,000
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5.10%
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Name
and Address of
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Amount
and Nature of
|
||
Title of Class
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Beneficial Owner
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Beneficial Owner
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% of Class
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Common
|
M.E.
"Hank" Durschlag (a)
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1,000,000
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1.98%
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Common
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Ross
E. Silvey (b)
|
-
|
0.00%
|
Common
|
Erik
S. Phillips (b)
|
-
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0.00%
|
Common
|
All
officers and directors as a Group (3 persons)
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1,000,000
|
1.98%
|
|
(a) An
"interested person" of the Company, as such term is defined
in Section 2(a)(19) of the 1940
Act.
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|
(b) Not
an "interested person" of the Company, as such term is defined
in Section 2(a)(19) of the 1940
Act.
|