Prospect Ventures Inc. (fka IVAP)

[mellow fellow]

I wish I would of listened to you a long time ago. The fraud taken place here is B/S. I just found out that info from the SEC filings is false: I highlighted it for you PROSPECT VENTURES INC. - PRE 14C (Filed: 11-12-2013)

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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:


__________________________________________________________________







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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












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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.









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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.











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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










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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.







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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







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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