Our Board of Directors (the Board) has called and invites you to attend a Special Meeting of Stockholders (the Meeting) of Gulf & Orient Steamship Company, Ltd. (together with any subsidiaries, the Company, Gulf & Orient, we, us or our). This Meeting will be held on March 25, 2019 at 10:00 a.m. Pacific Time at Airport Plaza Hotel, 1981 Terminal Way, Reno, NV 89502.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Meeting.
The proposals to be voted on at the Meeting have been unanimously adopted by our Board of Directors. Vincent C. Lombardi, our CEO and President, and Gregg W. Koechlein, our CFO, COO, Secretary and Treasurer, have tentatively agreed to vote in favor of the proposals at the Meeting of our Stockholders set for March 25, 2019. Mr. Lombardi owns 8,550,000 shares or approximately 42.3% of our outstanding voting securities. Mr. Koechlein owns 3,250,000 shares or approximately 16.1% of our outstanding voting securities. On a combined basis they collectively own 11,800,000 shares or approximately 58.4% of our outstanding voting securities No other votes are required or necessary to adopt the Proposals, if Mr. Lombardi and Mr. Koechlein both vote in favor thereof. For that reason we are not requesting any Proxies from any of our Stockholders.
You may vote your shares at the Meeting in person or by Proxy by signing, dating, and returning your Proxy in the enclosed envelope. Your stock will be voted in accordance with the instructions you have given in your Proxy.
PROXY STATEMENT
INTRODUCTION
Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Regulation 14A promulgated thereunder, the notice and this proxy statement (this Proxy Statement) will be mailed on or about March 6, 2019 to the Stockholders of record, as of March 1, 2019 (the Record Date), of Gulf & Orient Steamship Company, Ltd., a Colorado corporation (hereinafter referred to as we, us, our, Gulf & Orient or the Company). This Proxy Statement is being furnished to our Stockholders regarding proposed Amendments to our Articles of Incorporation (Articles) that will change our name, change the specific purpose of the Company stated in our Articles, will allow our Stockholders to take action by written consent of less than all of our Stockholders, update information concerning the current principal office location of the Company and the name and address of our current registered agent, delete information concerning our initial incorporator, and delete information concerning our initial director and certain information concerning our initial Board of Directors.
All of the proposed Amendments to our Articles described below have been unanimously approved and adopted by our Board of Directors. The Board of Directors recommends that you vote in favor of each of the Amendments. Vincent C. Lombardi, our CEO and President, and Gregg W. Koechlein, our CFO, COO, Secretary and Treasurer, have tentatively agreed to vote in favor of these Amendments at the Special Meeting of our Stockholders set for March 25, 2019 (the Meeting). Mr. Lombardi owns 8,550,000 shares or approximately 42.3% of our outstanding voting securities. Mr. Koechlein owns 3,250,000 shares or approximately 16.1% of our outstanding voting securities. On a combined basis they collectively own 11,800,000 shares or approximately 58.4% of our outstanding voting securities No other votes are required or necessary to adopt the Amendments, if Mr. Lombardi and Mr. Koechlein both vote in favor thereof. For that reason we are not requesting any Proxies from any of our Stockholders.
On or about March 6, 2019, this Proxy Statement, together with the related Proxy, is being mailed to our Stockholders of record as of the Record Date.
The proposed Amendments to our Articles include the following:
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a.
Amend Article I to change our corporate name from Gulf & Orient Steamship Company, Ltd. to High Sierra Technologies, Inc. (the Name Change);
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b.
Amend Article III, Section 1 to change the Specific Purposes of the Company to read as follows: A. To license any and all technologies and intellectual property, of any nature whatsoever, owned by the Corporation or that this Corporation has acquired rights thereto. B. To engage in the growing, harvesting, and processing of any and all agricultural products, of any nature whatsoever. C. To engage in the design and manufacturing of any and all machinery and/or equipment to be used in the growing, harvesting, and processing of any and all agricultural products, of any nature whatsoever. (the Specific Purpose Change);
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c.
Amend Article VI to add a new Section 3 which reads as follows: Section 3. Stockholder Action Without a Meeting. Any action which may be taken at any annual or special meeting of Stockholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted (the Stockholder Consent Provision);
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d.
Amend Article VII to change the current principal office of the Company to 2560 Greensboro Drive, Reno, Nevada 89509, and to update the current registered agent and registered address information (the Current Information Provision);
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e.
Delete old Article VIII which described the name and address of the initial incorporator of the Company, and renumber the remaining Articles accordingly (the Initial Incorporator Deletion); and
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f.
Amend renumbered Article VIII (formerly Article IX) Section 1 which named the initial director of the Company and his address to delete that information and also to delete the portion that reads provided, however, the initial Board of Directors shall consist of one person below-named to manage the affairs of the Corporation until such time as he resigns or his successor is elected by a majority vote of the shareholders. (the Initial Director Deletion)
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The Name Change, Specific Purpose Change, Stockholder Consent Provision, Current Information Provision, Initial Incorporator Deletion and Initial Director Deletion are hereinafter collectively referred to as the (the Amendments).
RECORD DATE; VOTING SECURITIES AND REVOCABILITY OF PROXIES
Only Stockholders of record at the close of business on the Record Date, are entitled to vote at the Meeting and at any adjournment or postponement thereof. As of the Record Date, our authorized capital stock, no par value per share, consisted of 50,000,000 shares of Common Stock and 5,000,000 shares of our non-voting Preferred Stock.
As of the Record Date, there were issued and outstanding approximately 20,189,642 shares of Common Stock held by approximately 55 holders of record and 0 shares of Preferred Stock. Stockholders may vote in person or by proxy. Holders of our Common Stock are entitled to one vote per share on the proposals presented in this Proxy Statement. In order for a valid Stockholder meeting to occur at which Stockholders may approve various matters or actions, we must have a majority of the issued and outstanding shares of our Common Stock represented in person or by proxy at the Meeting (a Quorum). That means that we must have at least 10,094,822 shares of our Common Stock represented at the Meeting.
As described above, Vincent C. Lombardi, our CEO and President, and Gregg W. Koechlein, our CFO, COO, Secretary and Treasurer, have tentatively agreed to vote in favor of these Amendments at the Special Meeting of our Stockholders set for March 25, 2019 (the Meeting). Mr. Lombardi owns 8,850,000 shares or approximately 42.3% of our outstanding voting securities. Mr. Koechlein owns 3,250,000 shares or approximately 16.1% of our outstanding voting securities. On a combined basis they collectively own 11,800,000 shares or approximately 58.4% of our outstanding voting securities No other votes are required or necessary to adopt the Amendments, if Mr. Lombardi and Mr. Koechlein both vote in favor thereof. For this reason, our management is not requesting any proxies. The votes of Mr. Lombardi and Mr. Koechlein will be sufficient to approve the proposed Amendments which appear in our proposed Amended and Restated Articles of Incorporation.
All properly completed Proxies delivered pursuant to this solicitation and not revoked will be voted at the Meeting in accordance with the directions given. You may vote in favor of, against, or you may abstain from, voting on each proposal. You should specify your respective choice on the Proxy. If you do not give specific instructions with regard to the matters to be voted upon, the shares of Common Stock represented by your completed Proxy will be voted in accordance with the Board of Directors recommendation. You may submit your voting instructions and exercise your right to vote as a stock holder.
You may revoke your Proxy and reclaim your right to vote up to and including the day of the Meeting by giving written notice of your revocation to the Secretary of the Company, by timely delivery of a later dated Proxy or by voting in person at the Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Secretary, Gulf & Orient Steamship Company, Ltd., 2560 Greensboro Drive, Reno, NV 89509.
STOCKHOLDER LIST
For a period of at least 10 days prior to the Meeting, a complete list of Stockholders entitled to vote at the Meeting will be available at the principal executive offices of the Company located at 2560 Greensboro Drive, Reno, Nevada 89509, so that Stockholders may inspect the list for proper purposes.
EXPENSES
The costs of preparing, printing and mailing this Proxy Statement will be borne by the Company.
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STOCKHOLDERS SHARING AN ADDRESS
We will deliver only one Proxy Statement to multiple Stockholders sharing an address unless we have received contrary instructions from one or more of the Stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of the Proxy Statement to a Stockholder at a shared address to which a single copy of the Proxy Statement is delivered. A Stockholder can notify us that the Stockholder wishes to receive a separate copy of the Proxy Statement by contacting us at the address or phone number set forth above. Conversely, if multiple Stockholders sharing an address receive multiple Proxy Statements and wish to receive only one, such Stockholders can notify us at the address or phone number set forth above.
NO DISSENTERS RIGHTS
There are no rights of appraisal or similar rights of dissenters with respect to any matter described in this Proxy Statement.
PROPOSAL I
AMENDMENT AND RESTATEMENT OF OUR ARTICLES TO CHANGE OUR CORPORATE NAME
BACKGROUND AND PURPOSE OF THE NAME CHANGE
General
Our Board of Directors has unanimously approved Proposal I, and recommends to our Stockholders that they approve Proposal I. Our Board of Directors has discretion to abandon Proposal I prior to its effectiveness.
Reasons for Proposed Name Change
We are proposing to change our name from Gulf & Orient Steamship Company, Ltd. to High Sierra Technologies, Inc. Our Board of Directors primary reason for approving and recommending the Name Change is part of our rebranding and marketing efforts focused on our new business acquired when the Company acquired High Sierra Technologies, Inc., a Nevada corporation on December 31, 2018. For a description of our new business, refer to our Form 8-K Current Report filed on January 2, 2019.
Potential Effects of Proposed Name Change
The Name Change will affect all holders of our Common Stock uniformly. The Name Change is not intended to, and will not, affect any Stockholders percentage ownership interest in our Company.
The Name Change will not change the terms of our Common Stock. After the Name Change, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable. In addition, we plan to change our stock symbol and CUSIP number as a result of the name change. Stockholders will not be requested to surrender for exchange any stock certificates they hold. On and after the effective date of the Name Change, the stock certificates representing the pre-Amendment shares will continue to be valid. Following the effective date of the Amendments, newly issued stock certificates will bear the Companys new name, but this will not affect the validity of stock certificates already outstanding.
Vote Required
Pursuant to Colorado Revised Statutes Sections 7-110-103 and 7-107-206, the approval of the Name Change requires a majority of our outstanding voting capital stock to vote in favor of the Name Change.
PROPOSAL II
AMENDMENT AND RESTATEMENT OF OUR ARTICLES TO CHANGE THE SPECIFIC BUSINESS PURPOSE
General
Our Board of Directors has unanimously approved Proposal II, and recommends to our Stockholders that they approve Proposal II. Our Board of Directors has discretion to abandon Proposal II prior to its effectiveness.
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Reasons for Proposed Change of Specific Business Purpose
Article III, Section 1 of our initial Articles reads as follows:
Section 1. Specific Purposes
A. To engage in the business of marine transportation.
B. To provide ocean going shipping of goods internationally.
The Company does not engage in the business of marine transportation, nor does it provide ocean going shipping of goods internationally. It has no plans to do so in the future. For that reason, our Board of Directors desires to amend this provision in our Amended and Restated Articles to read as follows:
Section 1. Specific Purposes
A. To license any and all technologies and intellectual property, of any nature whatsoever, owned by the Corporation or that this Corporation has acquired rights thereto.
B. To engage in the growing, harvesting, and processing of any and all agricultural products, of any nature whatsoever.
C. To engage in the design and manufacturing of any and all machinery and/or equipment to be used in the growing, harvesting, and processing of any and all agricultural products, of any nature whatsoever.
The Board of Directors believes that the proposed Amendment of this provision will add a better and more accurate description of the business of the Company, and delete the old description which no longer applies.
Potential Effects of Proposed Specific Business Purpose Change
The Proposed Specific Business Purpose Change will affect all holders of our Common Stock uniformly. The change is not intended to, and will not, affect any Stockholders percentage ownership interest in our Company.
The Proposed Specific Business Purpose Change will not change the terms of our Common Stock. After the change, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
Vote Required
Pursuant to Colorado Revised Statutes Sections 7-110-103 and 7-107-206, the approval of the Proposed Specific Business Purpose Change requires a majority of our outstanding voting capital stock to vote in favor of the change.
PROPOSAL III
AMENDMENT AND RESTATEMENT OF OUR ARTICLES TO ADD A STOCKHOLDER CONSENT PROVISION
General
Our Board of Directors has unanimously approved Proposal III, and recommends to our Stockholders that they approve Proposal III. Our Board of Directors has discretion to abandon Proposal III prior to its effectiveness.
Reasons for Amendment to Add a Stockholder Consent Provision
We are proposing to add a new Section 3 to Article VI of our Amended and Restated Articles which will read as follows:
Section 3. Stockholder Action without a Meeting. Any action which may be taken at any annual or special meeting of Stockholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted.
Section 7-107-104 of the Colorado Code generally provides that obtaining approval of the Stockholders of a Colorado corporation by written consent requires that all of the Stockholders entitled to vote on the matter must approve the matter in writing, unless the companys articles of incorporation provide otherwise.
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Under the proposed Amendment to adopt a Stockholder Consent Provision, we could solicit a limited number of consents (less than 10) for a particular action requiring a vote of our Stockholders to ensure its adoption without going to the expense of a proxy statement and the holding of a Stockholder meeting, and then advise the Stockholders of the approval and effective date of the action in an information statement filed with the U.S. Securities and Exchange Commission and mailed to our Stockholders.
Potential Effects of Proposed Amendment to Add a Stockholder Consent Provision
The Proposed Amendment to add a Stockholder Consent Provision will affect all holders of our Common Stock uniformly. The change is not intended to, and will not, affect any Stockholders percentage ownership interest in our Company.
The Proposed Amendment to add a Stockholder Consent Provision will not change the terms of our Common Stock. After the change, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
Vote Required
Pursuant to Colorado Code Sections 7-110-103 and 7-107-206, the approval of the Proposed Stockholder Consent Provision requires a majority of our outstanding voting capital stock to vote in favor of the change.
PROPOSAL IV
AMENDMENT AND RESTATEMENT OF OUR ARTICLES TO CHANGE THE CURRENT INFORMATION PROVISION
General
Our Board of Directors has unanimously approved Proposal IV, and recommends to our Stockholders that they approve Proposal IV. Our Board of Directors has discretion to abandon the Proposal IV prior to its effectiveness.
Reasons for Proposed Change of the Current Information Provision
Presently Article VII of our initial Articles reads as follows:
Registered and Initial Principal Office and Registered Agent
The registered office and initial principal office of the Corporation is located at 1291 South Lincoln Street, Denver, Colorado 80210, and the name of the registered agent of the Corporation at such address is Edward H. Hawkins.
The Board of Directors has proposed to amend Article VII of the Amended and Restated Articles to read as follows:
Principal Office and Registered Agent
As of
the date of these Amended and Restated Articles of Incorporation, the principal office of the Corporation is located at 2560 Greensboro Drive, Reno, NV 89509, and the name of the registered agent of the Corporation is Corporation Service Company having a registered office address of 1900 W. Littleton Boulevard, Littleton, CO 80120.
The Board of Directors has proposed this Amendment to update the current information in the Articles concerning the location of the Companys principal office and to state the current information concerning the Companys current registered agent and location of registered office in the State of Colorado.
Potential Effects of Proposed Change of the Current Information Provision
The Proposed Change of the Current Information Provision will affect all holders of our Common Stock uniformly. The change is not intended to, and will not, affect any Stockholders percentage ownership interest in our Company.
The Proposed Change of the Current Information will not change the terms of our Common Stock. After the change, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
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Vote Required
Pursuant to Colorado Revised Statutes Sections 7-110-103 and 7-107-206, the approval of the Proposed Change of the Current Information requires a majority of our outstanding voting capital stock to vote in favor of the change.
PROPOSAL V
AMENDMENT AND RESTATEMENT OF OUR ARTICLES TO DELETE THE INITIAL INCORPORATOR PROVISION
General
Our Board of Directors has unanimously approved Proposal V, and recommends to our Stockholders that they approve Proposal V. Our Board of Directors has discretion to abandon Proposal V prior to its effectiveness.
Reasons for Proposed Change for the Initial Incorporator Deletion
Article VIII of our initial Articles reads as follows:
Incorporator
The name and address of the Incorporator is Edward H. Hawkins, 1291 South Lincoln Street, Denver, Colorado 80210.
The Board of Directors has proposed to delete this Article VIII in its entirety and to renumber the remaining Articles of the Amended and Restated Articles of Incorporation.
The Board of Directors has proposed this Amendment to update the current information in the Articles concerning the location of the Companys principal office and to state the current information concerning the Companys current registered agent and the location of the current registered office in the State of Colorado.
Potential Effects of Proposed Change of the Current Information Provision
The Proposed Change of the Current Information Provision will affect all holders of our Common Stock uniformly. The change is not intended to, and will not, affect any Stockholders percentage ownership interest in our Company.
The Proposed Change of the Current Information will not change the terms of our Common Stock. After the change, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
Vote Required
Pursuant to Colorado Revised Statutes Sections 7-110-103 and 7-107-206, the approval of the Proposed Change of the Current Information requires a majority of our outstanding voting capital stock to vote in favor of the change.
PROPOSAL VI
AMENDMENT AND RESTATEMENT OF OUR ARTICLES TO DELETE INFORMATION CONCERNING THE INITIAL DIRECTOR AND TO REVISE OTHER LANGUAGE
General
Our Board of Directors has unanimously approved Proposal VI, and recommends to our Stockholders that they approve Proposal VI. Our Board of Directors has discretion to abandon Proposal VI prior to its effectiveness.
Reasons for Proposed Change of the Initial Director Deletion
Article IX, Section 1 of our initial Articles reads as follows:
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Section 1.
The corporate powers shall be exercised by a majority of the Board of Directors. The number of individuals to serve on the Board of Directors shall be set forth in the Bylaws of the Corporation; provided, however, that the initial Board of Directors shall consist of one person below-named to manage the affairs of the Corporation until such time as he resigns or his successor is elected by a majority vote of the Shareholders:
Name of Director
Address
Edward H. Hawkins
1291 South Lincoln St., Denver, CO 80210
The Board of Directors has proposed to amend Article VIII, Section 1 of our Amended and Restated Articles (Article IX Section 1 of the initial Articles) to read as follows:
Section 1.
The corporate powers shall be exercised by a majority of the Board of Directors. The number of individuals to serve on the Board of Directors shall be set forth in the Bylaws of the Corporation.
Potential Effects of Proposed Change of the Initial Director Deletion
The Proposed Change of the Initial Director Deletion will affect all holders of our Common Stock uniformly. The change is not intended to, and will not, affect any Stockholders percentage ownership interest in our Company.
The Proposed Change will not change the terms of our Common Stock. After the change, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
Vote Required
Pursuant to Colorado Revised Statutes Sections 7-110-103 and 7-107-206, the approval of the Proposed Change of the Initial Director Deletion requires a majority of our outstanding voting capital stock to vote in favor of the change.
Procedure for Effecting the Amendment
The Amendments must be approved by Stockholders holding at least a majority of our issued and outstanding Common Shares (at least 10,094,822 shares of our Common Stock) as of the Record Date. As described above, Vincent C. Lombardi, our CEO and President, and Gregg W. Koechlein, our CFO, COO, Secretary and Treasurer, have tentatively agreed to vote in favor of these Amendments at the Meeting. Mr. Lombardi owns 8,550,000 shares or approximately 42.3% of our outstanding voting securities. Mr. Koechlein owns 3,250,000 shares or approximately 16.1% of our outstanding voting securities. On a combined basis they collectively own 11,800,000 shares or approximately 58.4% of our outstanding voting securities No other votes are required or necessary to adopt the Amendments and the proposed Amended and Restated Articles of Incorporation, if Mr. Lombardi and Mr. Koechlein both vote in favor thereof. The Amendment will be filed with the Colorado Secretary of State. However, because the Common Stock is quoted on the OTC Bulletin Board, the Name Change requires processing by the Financial Industry Regulatory Authority (FINRA), as well, pursuant to Rule 10b-17 of the Exchange Act in order for the Name Change to be recognized in the market for trading purposes. We expect to receive FINRAs clearance and that the Amendments will be effective on or about March 28, 2019.
Accounting Matters
The proposed Amendments will not affect the par value of our Common Stock. As a result, at the effective time of the Amendment, the stated capital on our balance sheet attributable to our Common Stock will not be affected.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
To effect the Amendments, we will amend and restate our Articles. The form of the proposed Amended and Restated Articles of Incorporation is attached hereto as Exhibit A, and once effective, will amend the Articles to change our corporate name to High Sierra Technologies, Inc., to change the Specific Business Purpose Provision, to add the Stockholder Consent Provision, to change the Current Information Provision, to delete the Initial Incorporator Provision and to revise the Initial Director Deletion information.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Proxy Statement, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
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Any director or officer of our Company,
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Any proposed nominee for election as a director of our Company, and
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Any associate or affiliate of any of the foregoing persons.
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The stockholdings of our directors and officers are listed below in the section entitled Security Ownership of Certain Beneficial Owners and Management. No director has advised us that he intends to oppose the Amendments.