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Prospect Ventures Inc. (IVAP)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 14C INFORMATION
 
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X]           Preliminary Information Statement
[   ]           Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2))
[   ]           Definitive Information Statement
 
DUSSAULT APPAREL, INC.

(Name of Registrant as Specified in Its Charter)
 
Payment of Filing Fee (check the appropriate box):
[X]           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:
__________________________________________________________________

 

 
1

 

 

DUSSAULT APPAREL, INC.
# 98 50 Carrera 73
Medellin, Medellin, Colombia

INFORMATION STATEMENT
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
 
Dear Stockholders:
 
This information statement (“Information Statement”) is being furnished to holders of record of the common stock, par value $0.001 per share (the “Common Stock”), at the close of business on December 9, 2013 of Dussault Apparel, Inc., a Nevada corporation (the “Company”), with respect to certain corporate actions of the Company.  This Information Statement is first being mailed or furnished to the stockholders of the Company on or about December 22, 2013.
 
The purpose of this Information Statement is to notify stockholders of the Company that, on December 9, 2013, the Company received a written consent in lieu of a meeting of stockholders from the holder of 400,000,000 shares of Common Stock (representing 53.1% of the issued and outstanding shares of Common Stock).  The written consent adopted resolutions approving an amendment to the Company’s articles of incorporation changing the name of the Company from Dussault Apparel, Inc. to “Prospect Ventures, Inc.”  In addition, the shareholders approved a reverse stock split at a ratio of 800:1.
 
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON DECEMBER 9, 2013 ARE ENTITLED TO NOTICE OF THE CORPORATE ACTION.  STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANY’S SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE VOTED IN FAVOR OF THE ACTION.  AS A RESULT, THE ACTION HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY.  THIS ACTION IS EXPECTED TO BE EFFECTIVE ON A DATE THAT IS AT LEAST 20 DAYS AFTER THE MAILING OF THIS INFORMATION STATEMENT.
 
The Company’s board of directors is not soliciting your proxy.  This Information Statement is being furnished to you solely for the purpose of informing stockholders of the matters described herein in compliance with Regulation 14C of the Securities Exchange Act of 1934, as amended.  The Company has asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
 
 
BY ORDER OF THE BOARD OF DIRECTORS
 
/s/ Alberto Barrientos
Alberto Barrientos
President
December 11, 2013
 
 
 
2

 
 
 
DUSSAULT APPAREL, INC.
# 98 50 Carrera 73
Medellin, Medellin, Colombia
 
INFORMATION STATEMENT
 
This information statement (“Information Statement”) is being furnished to holders of record of the common stock, par value $0.001 per share (the “Common Stock”), at the close of business on December 9, 2013 of Dussault Apparel, Inc., a Nevada corporation (the “Company”), with respect to certain corporate actions of the Company.  This Information Statement is first being mailed or furnished to the stockholders of the Company on or about December 22, 2013.
 
ABOUT THIS INFORMATION STATEMENT
 
What is the purpose of this Information Statement?
 
This Information Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify stockholders of the Company, as of the close of business on December 9, 2013 (the “Record Date”), of the corporate actions expected to be taken pursuant to the written consent of a principal stockholder of the Company.  A holder of the Company’s Common Stock has approved an amendment to the Company’s articles of incorporation to change the name of the Company to Prospect Ventures, Inc. and the to implement a reverse stock split at a ratio of 800:1 (the “Action”).  In order to eliminate the costs and management time involve in holding a special meeting, and in order to effect the corporate action as soon as possible, the Company decided to proceed with the corporate action by obtaining the written consent of a stockholder holding a majority of the voting power of the Company, in accordance with Nevada Law.
 
Who is entitled to notice?
 
All holders of shares of Common Stock of record on the close of business on the Record Date are entitled to notice of the Action.
 
On what corporate matters did the principal stockholders vote?
 
A total of 1 holders, who hold 53.1% of the total issued and outstanding voting capital stock of the Company on the Record Date, holds a majority of the issued and outstanding voting capital stock required to vote on the Action.  The stockholder has voted for the following:
 
·
For the approval of an amendment to the articles of incorporation of the Company to to change the name of the Company from “Dussault Apparel, Inc.” to “Prospect Ventures, Inc.”
·
For the approval of a reverse stock split of the common capital stock of the Company at rate of 800:1.
 
What vote is required to approve the Action?
 
In order to amend the articles of incorporation of the Company to change the name of the Company, the affirmative vote of a majority of the voting capital stock is required.  On December 9, 2013, 1 stockholder of the Company voted in favor of the Action.  Under NRS 78.320, as amended, of the State of Nevada, and in accordance with the Bylaws of the Company, all activities requiring stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu of a meeting of the stockholders.  Because the total of 1 shareholder are entitled to cast a vote representing 400,000,000 shares of Common Stock (which shares are equal to 53.1% of the total issued and outstanding voting capital stock of the Company on the Record Date), no action by the minority stockholders in connection with the Action is required.
 
 
3

 
 
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of the Company’s executive officers, directors and director designees, and (iii) the Company’s executive officers, directors and director designees as a group.

 

Name of Beneficial Owner(1)
 
Number Of Shares
 
Percent Ownership
Alberto Barrientos (2)
   
0
 
0.00%
Jervis Exploration
   
400,000,000
 
53.10%
All Directors, Officers and Principal Stockholders as a Group
   
400,000,000
 
53.10%
 
1.)
The address of each shareholder is care of Dussault Apparel, Inc. at the address of record unless otherwise stated.
   
2.)
Donald E. Latson and Dale Davis are Directors and officers of Dussault Apparel, Inc.

 

 
4

 

ACTION
 
AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES AND CHANGE THE NAME OF THE COMPANY TO PROSPECT VENTURES, INC.
 
On December 9, 2013, the Company’s board of directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to change the name of the Company to Prospect Ventures, Inc. and to approve a reverse stock split of the common capital stock of the Company at a ratio of 800:1.  On December 9, 2013, the Company received a written consent in lieu of a meeting of stockholders from  1 holders of 400,000,000  shares of Common Stock (representing 53.1% of the issued and outstanding shares of Common Stock) approving the Action.  A copy of the Articles of Amendment are attached as Appendix A hereto.
 
Purpose of the Action
 
On November 21, 2013, Dussault Apparel, Inc. (the “Company”) entered into an Asset Purchase Agreement with Jervis Explorations, Inc. whereby the Company agreed to purchase various mineral claims referred to as “Montauban Gold Tailings” in exchange for 400,000,000 shares of the Company to be issued from Treasury (the “Agreement”).  The purchase will be subject to a 3% royalty payment made by the Company to Jervis Exploration, Inc.  Per the terms of the Agreement, "3% Net Smelter Returns" means 3% of the net amount of money received by the Purchaser for its own account from the sale of ore, or ore concentrates or other mineral products from the Claims to a smelter or other mineral products buyer after deduction of smelter and/or refining charges, ore treatment charges, penalties and any and all charges made by the purchaser of ore, concentrates, or other mineral products, less any and all transportation costs which may be incurred in connection with the transportation of ore or concentrates, less all umpire charges which the purchaser may be required to pay. The name change is a strategic decision and is intended to have the Company’s name better reflect the product and business of the Company.  It is the belief of the Board and of the voting shareholders that the name “Prospect Ventures, Inc.” better represents the underlying products and services to be offered by the Company. In addition, it is the belief of the Board and the consenting shareholders that a reverse split of the common stock will make the Company more attractive to capital investors.
 
In consideration of the new direction of the Company, the Board of Directors recommends that the Company to change the name to “Prospect Ventures, Inc.” and to implement a reverse stock split of the common capital stock of the Company at a ratio of 800:1.
 
Effective Date of the Amendment
 
The Articles of Amendment of the Company will become effective upon the filing of the certificate of amendment to the Company’s articles of incorporation with Secretary of State of the State of Nevada and approval by FINRA.  Pursuant to Rule 14c-2 under the Exchange Act, the foregoing Action may not become effective until a date that is at least 20 days after the date on which this Information Statement has been mailed to the stockholders of the Company.
  
 
Dilution and Effect of Action on Shareholder Rights
 
The general effect upon the rights of the existing security holders as a result of the reverse split is an overall dilution of the Company’s stock and the inherent effects that increasing the Company’s outstanding common stock has on shareholder value based on the dilutive impact of the additional authorized shares.  The Company has no specific plans to issue shares of common stock beyond the Closing of the Agreement referenced herein. However, the reverse split of our common stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change in control of our company without further action by the shareholders. Shares of authorized and unissued common stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance of additional stock could have the effect of
 
 
 
5

 
 
diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. If the Board of Directors deems it to be in the best interests of the Company and the stockholders of the Company to issue additional shares of common stock in the future from authorized shares, the Board of Directors generally will not seek further authorization by vote of the Stockholders, unless such authorization is otherwise required by law or regulations.
 
Dissenters’ Right of Appraisal
 
Under Nevada law and the Company’s articles of incorporation and bylaws, no stockholder has any right to dissent to the reverse split, and no stockholder is entitled to appraisal of or payment for their shares of Common Stock pursuant to the Action.
 
No Meeting of Stockholders Required
 
The Company is not soliciting any votes with regard to the Action.  The principal stockholders that have consented to the Action hold a majority of the total issued and outstanding shares of voting capital stock and, accordingly, such principal stockholders have sufficient shares to approve the Action.
 
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
 
The Agreement, signed by the Company on November 21, 2013 was countersigned by Jervis Exploration, Inc. who is the controlling and voting shareholder approving this Action.
 
PROPOSALS BY SECURITY HOLDERS
 
No security holder has requested the Company to include any additional proposals in this Information Statement.
 
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
 
No officer, director or director nominee of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer, director or director nominee of the Company.  No director of the Company has informed the Company that he intends to oppose the proposed actions to be taken by the Company as set forth in this Information Statement.
 
ADDITIONAL INFORMATION
 
The Company files reports with the Securities and Exchange Commission (the “SEC”).  These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to securities laws.  You may read and copy materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

 
6

 

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
 
Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company received contrary instructions from one or more of the security holders.  The Company shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered.  A security holder can notify the Company that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at # 98 50 Carrera 73 Medellin, Medellin, Colombia.  A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements, proxy statements and annual reports.
.
 
 
BY ORDER OF THE BOARD OF DIRECTORS
 
 
By: /s/Alberto Barrientos                                            
Name: Alberto Barrientos                                           
                                                                                                              Title: President
December 11, 2013

 
7

 

APPENDIX A
 
STATE OF NEVADA CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
 
 
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Nevada does hereby certify:
 
 
FIRST : That at a meeting of the Board of Directors of Dussault Apparel, Inc.
 
 
RESOLVED, that the Certificate of Incorporation of this corporation be amended changing the Article thereof numbered “1” so that, as amended, said Article shall be read as follows:
 
Name of the Corporation: ”Prospect Ventures, Inc.”
 
SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Nevada at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
 
THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Nevada.
 
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this ____ day of August 2013.
 
 
 
By:_______________________________________
                                 Authorized Officer
 
Title: Chief Executive Officer/President           
 

Name: Donald E. Latson



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PostSubject
#65443  Sticky Note IVAP 52 WEEK RANGE: N/A TMONEY 06/27/14 11:11:37 PM
#65032  Sticky Note I have lost faith...This is no longer about IRVINESULLY 03/26/14 08:21:14 PM
#64772  Sticky Note SO, DNAP OWNS EVERY BIT OF THAT AREA WarMachine 03/05/14 08:54:15 PM
#63486  Sticky Note $DUSS TA IS NOT GAGGED. READ EXPLANATION BELOW: fitzkarz 11/27/13 02:45:18 PM
#65479   Hahaha yeah. An email to otcmarkets got the liable 07/17/14 10:55:40 AM
#65478   Who's email was the last email that got TMONEY 07/17/14 03:03:13 AM
#65477   That's exactly why you lost. liable 07/15/14 02:44:49 PM
#65476   true is 95+% of pinkies never make it! IRVINESULLY 07/15/14 08:58:05 AM
#65475   Jk...lol trades4ever74 07/14/14 05:19:53 PM
#65474   Agreed 100 percent. Guys like gramps and that trades4ever74 07/14/14 05:18:52 PM
#65472   Luckily in the case of DUSS, the moment liable 07/13/14 03:38:54 PM
#65471   Everyone knows that there are promoters. I mellow fellow 07/12/14 10:43:43 PM
#65470   Say what? Run that one by us again. WarMachine 07/12/14 09:34:40 PM
#65469   Promoting a stock and scamming people with fraud mellow fellow 07/12/14 08:22:38 PM
#65468   Dumb money getting caught up in a scam liable 07/12/14 01:34:54 PM
#65466   Getting dangerous around here. I like it! Include TMONEY 07/11/14 12:16:16 AM
#65462   I didn't know about Jason but prob brothers. CBStock67 07/10/14 10:32:22 PM
#65459   What's the relation to Jason? Sure wish mellow fellow 07/10/14 06:31:50 PM
#65456   TMoney - I'm just as curious as everyone IRVINESULLY 07/10/14 02:17:21 PM
#65455   Agreed, and that's the real truth. liable 07/09/14 11:31:06 AM
#65454   LOOK to your PC for the answers! mellow fellow 07/08/14 09:17:30 PM
#65453   No. I do not skype or twitter. Any TMONEY 07/08/14 12:45:26 AM
#65452   You don't know how to contact Rob? Try liable 07/03/14 11:22:55 AM
#65451   I do not know how to contact him. TMONEY 07/02/14 12:37:08 AM
#65450   See if Robert Ross is up for calling liable 07/01/14 10:22:49 AM
#65449   Correct. No answer :) lolz TMONEY 06/30/14 07:12:26 PM
#65448   That shouldn't take long. liable 06/30/14 07:01:17 PM
#65447   No. I like to confirm what i already know. TMONEY 06/30/14 06:54:26 PM
#65446   TMONEY...are you conflicted? Chartman17 06/30/14 06:49:15 PM
#65445   I think I will try and contact Alberto TMONEY 06/29/14 10:16:39 PM
#65444   We need to try and keep on topic IRVINESULLY 06/29/14 10:54:50 AM
#65443   IVAP 52 WEEK RANGE: N/A TMONEY 06/27/14 11:11:37 PM
#65442   ***** ALERT IVAP ALERT ***** TMONEY 06/27/14 12:07:09 AM
#65441   Thanks for your support! Alberto can still talk TMONEY 06/25/14 08:28:53 PM
#65440   You can lead a horse to water but iambadbert 06/24/14 01:34:57 PM
#65439   i think he understands now. there is a lucky,mydog 06/24/14 01:27:13 PM
#65438   I'm not sure if you're aware, he believes liable 06/24/14 01:24:34 PM
#65437   Thanks Lucky for your knowledge. Much respect and TMONEY 06/23/14 10:51:36 PM
#65436   what it seems that you continue to not lucky,mydog 06/23/14 10:40:39 PM
#65435   When Does Caveat Emptor Get Removed? TMONEY 06/23/14 10:11:09 PM
#65434   http://www.otcmarkets.com/stock/IVAP/quote mellow fellow 06/23/14 08:43:44 PM
#65433   Anyone double check IVAP on the OTC? Are TMONEY 06/23/14 07:04:31 PM
#65432   This is what happens to every suspended stock, liable 06/23/14 04:03:21 PM
#65431   That long list is still being compiled, it liable 06/22/14 11:29:58 AM
#65430   why wouldn't it be grey? this is the lucky,mydog 06/22/14 08:49:36 AM
#65429   Obviously? Explain please ;) TMONEY 06/22/14 12:20:59 AM
#65428   Obviously? Nitwit 06/22/14 12:14:54 AM
#65427   ****** SEC SUSPENSION OVER, YET STILL GREY ***** TMONEY 06/22/14 12:11:36 AM
#65426   More Montauban Mine Property mining claims mellow fellow 06/20/14 09:39:24 AM
#65425   Suspension is over lets see if IVAP trades today? mellow fellow 06/20/14 09:36:02 AM
#65424   I think that is one of the funniest liable 06/19/14 12:36:26 PM
#65423   The SEC has not 'shut down' IVAP, they liable 06/19/14 11:30:50 AM
#65422   NO ONE HAS A CLUE AS TO WHETHER IRVINESULLY 06/19/14 09:01:39 AM
#65421   The Form 10-Q for the quarterly period ended lucky,mydog 06/19/14 08:18:10 AM
PostSubject