ccnnpre14c.htm
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)(21))
[ ] Definitive
Information Statement
COCONNECT,
INC.
(Name
of Registrant as Specified In Its Charter)
We
are not asking you for a proxy and you are requested to not send a
proxy.
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:
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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 is
calculated and state how it was
determined.):
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(4) Proposed
maximum aggregate value of transaction:
[ ] 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) Dated
Filed:
COCONNECT,
INC.
2038
Corte Del Nogal, Suite 110
Carlsbad,
CA 92011
760-804-8844
INFORMATION STATEMENT PURSUANT TO SECTION
14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
December
__, 2008
Dear
CoConnect, Inc. Stockholders:
This
Notice of Corporate Action and Information Statement (the “Notice”) is being
furnished to the stockholders of CoConnect, Inc., a Nevada corporation (the
“Company”) in connection with the corporate actions listed below. These
corporate actions have already been authorized by resolutions of our Board of
Directors and the written consent of a majority of the holders of our issued and
outstanding common stock in accordance with the Nevada Revised Statutes (the
“NRS”). By and through this Notice, please be advised of the following
actions:
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1.
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The
appointment of the Company’s Board of Directors (the “Board
Appointment”);
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2.
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The
approval of authority to the Company’s Board of Directors to affect a
1-for-12,000 reverse stock split of the Company’s common stock such that
current shareholders of the Company’s common stock shall be issued one
share of common stock in exchange for every 12,000 shares of common stock
held as of the record date, with a reverse split floor of 100 shares as
further described herein (the “Reverse Split”). The total number of
authorized shares will remain unchanged at 150,000,000
shares;
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3.
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The
approval of authority to the Company’s Board of Directors to amend the
Company’s Articles of Incorporation to change of the name of the Company
(the “Name Change”); and
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4.
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Ratification
of appointment of Pollard-Kelley Auditing Services, Inc. to serve as our
certified independent accountants for the fiscal year ending December 31,
2009 (the “Auditor Appointment,” and collectively with the Board
Appointment, the Reverse Split and the Name Change, the “Corporate
Actions”).
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Stockholders
of record at the close of business on December 12, 2008 are entitled to this
Notice. Since the actions have been approved by the Board of Directors and the
holders of the required majority of the outstanding shares of our voting stock,
no meeting is being held and no proxies are being solicited.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
Corporate Actions cannot become effective until twenty (20) days after the date
this Information Statement is mailed to the Company’s stockholders. We
anticipate that the amendment will become effective on or after January __,
2008.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
Sincerely,
/s/ Mark L. Baum,
Esq.
_______________________
Mark L. Baum,
Esq.
Interim President and
Chief Executive Officer
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14 OF THE
SECURITIES
AND EXCHANGE ACT OF 1934 AND
REGULATION
14C AND SCHEDULE 14C TEREUNDER
____________________
This
Information Statement is circulated to advise the stockholders of action taken
without a meeting upon the written consent of the holders of a majority of the
outstanding shares of the common stock of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
RECORD
DATE
The
record date for purposes of determining which stockholders may vote on the
Corporate Actions is the close of business on December 12, 2008 (the “Record
Date”). On that date, there were approximately 149,873,400 shares of our common
stock outstanding.
VOTING RIGHTS AND
QUORUM
The
affirmative vote of a majority of a quorum is needed to approve of the Corporate
Actions. Each share of our common stock is entitled to one vote. As previously
stated, we have already received the affirmative vote for the Corporate Actions
from a majority of the issued and outstanding shareholders of the Company, which
represents, at the minimum, a majority of a quorum.
CORPORATE ACTION NO. 1
ELECTION OF DIRECTORS
Overview
This
information statement is being furnished to all holders of the Company’s $0.001
par value common stock (the “Common Stock”) in connection with the written
consent of the holders of a majority of the issued and outstanding shares of the
Company’s Common Stock re-electing Mark L. Baum (“Mr. Baum”) to serve on the
Company’s Board of Directors (the “Board Appointment”). Mr. Baum will hold
office until the next annual meeting of stockholders and thereafter until his
successor is elected and qualified.
The Board
of Directors of the Company fixed the close of business on December 12, 2008 as
the Record Date for determining the stockholders entitled to approve the Board
Appointment and to receive copies of this Information Statement. As of the
Record Date, the Company had 150,000,000 shares of Common Stock authorized and
149,873,400 shares of Common Stock issued and outstanding. The Company’s Common
Stock constitutes the sole outstanding class of voting securities of the
Company. The Board of Directors and persons owning a majority of the outstanding
Common Stock of the Company have unanimously adopted, ratified and approved of
the Board Appointment. No other votes are required or necessary. See the
caption “Vote Required” below.
Mark
L. Baum, Esq.
Mr. Baum
is our sole officer and director. In 2002, Mr. Baum founded Business Consulting
Group Unlimited, Inc., a Southern California-based merchant banking firm. Mr.
Baum is a licensed attorney in the State of California Mr. Baum has more than 11
years experience in creating, financing and growing development stage
enterprises in a variety of industries. Mr. Baum has participated in numerous
public spin-offs, venture fundings, private-to-public mergers, corporate
restructurings, asset acquisitions and asset divestitures.
On
December 12, 2008, our Board of Directors adopted, ratified and approved of the
appointment of Mr. Baum to the Board of Directors and submitted the proposed
appointment to the stockholders for their approval. The securities that are
entitled to vote to affect the Board Appointment consist of issued and
outstanding shares of our common voting stock outstanding on the Record Date.
Stockholders representing the requisite majority of shares of common stock
entitled to vote on the appointment of Mr. Baum to the Board of Directors
subsequently approved of such appointment.
CORPORATE ACTION NO. 2
REVERSE SPLIT
This
information statement is being furnished to all holders of the Company’s Common
Stock in connection with resolution of the Board of Directors and the written
consent of the holders of a majority of the issued and outstanding shares of the
Company’s Common Stock providing for approval of the Reverse Split of the Common
Stock held by all shareholders of record on the Record Date, subject to a 100
share “Reverse Threshold” as defined below in the section entitled “Effects of
Reverse Split.”
The Board
of Directors of the Company fixed the close of business on December 12, 2008 as
the Record Date for determining the stockholders entitled to approve the Reverse
Split and to receive copies of this Information Statement. As of the Record
Date, the Company had 150,000,000 shares of Common Stock authorized and
149,873,400 shares of Common Stock issued and outstanding. The Company’s Common
Stock constitutes the sole outstanding class of voting securities of the
Company. The Board of Directors and persons owning a majority of the outstanding
Common Stock of the Company have adopted, ratified and approved the Reverse
Split. No other votes are required or necessary. See the caption
“Vote Required” below. The Reverse Split will be affected on or about
January __, 2008 (the “Effective Date”). No shareholder is being asked to
exchange his certificates at this time. Each shareholder is, however, entitled
to do so by contacting the Company’s transfer agent. Otherwise,
certificates representing pre-Reverse Split shares will be exchanged for
certificates reflecting post-Reverse Split shares at the first time they are
presented to the transfer agent for transfer. Each shareholder requesting
a stock certificate will be required to pay the associated cost requested by the
transfer agent. The Company’s transfer agent is Action Stock Transfer,
7069 S. Highland Drive, Suite 300, Salt Lake City, Utah 84121.
The
procedure and requirements to affect the Reverse Split are set forth in Section
78.2055 of the NRS and provide that the proposed Reverse Split must first be
adopted by the Board of Directors and then submitted to stockholders for their
consideration. The Reverse Split must then be approved by a vote of stockholders
holding a majority of the voting power of the affected class or series. Section
78.320(2) of the NRS eliminates the need to hold a special meeting of the
Company’s stockholders to approve the Reverse Split by providing that, unless
the Company’s Articles of Incorporation or Bylaws state otherwise, any action
required or permitted to be taken at a meeting of the stockholders may be taken
without a meeting if, before or after the action, a written consent is signed by
stockholders holding at least a majority of the Company’s voting power. In order
to eliminate the costs and management time involved in holding a special
meeting, the Company’s Board of Directors resolved to proceed with the Reverse
Split by written consent of the Company’s majority stockholders.
On
December 12, 2008, our Board of Directors adopted, ratified and approved of the
Reverse Split and submitted the proposed Reverse Split to the stockholders for
their approval. The securities that are entitled to vote to affect
the Reverse Split consist of issued and outstanding shares of our common voting
stock outstanding on the Record Date. Stockholders representing the requisite
majority of shares of common stock entitled to vote on the Reverse Split
subsequently approved of the Reverse Split.
Following
the effectiveness of the Reverse Split and subject to the Reverse Threshold,
current shareholders shall be issued one share of Common Stock for every
12,000 shares held as of the Record Date. A standard reverse split may have
resulted in some shareholders owning "odd-lots" of less than 100 shares of
common stock. Brokerage commissions and other costs of transactions in
odd-lots are generally higher than the costs of transactions in round lots of
even multiples of 100 shares. In order to assist shareholders in controlling
such costs, the Reverse Split shall be subject to a reverse split threshold such
that no shareholder shall be reversed below 100 shares (the “Reverse
Threshold”). For example, a shareholder holding 5,000 shares of Common Stock
prior to the pre-Reverse Split would normally be issued 50 shares of Common
Stock following the Reverse Split, but, due to the Reverse Threshold, such
shareholder would be issued 100 shares of Common Stock following the Reverse
Split. All shareholders holding less than 100 shares pre-Reverse Split will not
be affected by the Reverse Split.
In
deciding whether to implement the Reverse Split, the Board of Directors
considered, among other things, (i) the potential impact and anticipated
benefits in the event the Company moves toward profitability, (ii) the
market price of the Company’s Common Stock, (iii) the number of shares that
will be outstanding after the split, (iv) the stockholders’ equity at such
time, (v) the shares of Common Stock available for issuance in the future,
(vi) the liquidity of the Company’s Common Stock in the market, and
(vii) the nature of the Company’s operations.
Purposes of the Reverse Split
The Board
believes that the Company’s outstanding shares need to be reduced with the goal
of (i) creating a capital structure that better reflects a potentially
profitable company, (ii) better matching the number of shares outstanding
with the size of the Company in terms of market capitalization, shareholders’
equity, operations and potential earnings, (iii) better enabling the
Company to raise funds to finance our possible sales and marketing activities
and (iv) facilitating higher levels of institutional stock ownership where
investment policies generally prohibit investments in lower-priced
securities.
The Board
believes that in order to provide a meaningful level of earnings per share,
assuming the Company achieves profitability, the Reverse Split will provide a
share count that is more consistent with the Company’s potential economics.
Specifically, the lower share count will facilitate meaningful levels of per
share earnings and better enable our shareholders to identify changes in
operating results as the Company potentially moves towards
profitability.
The Board
further believes that an increased stock price may encourage investor interest
and improve the marketability of our Common Stock to a broader range of
investors, and thus improve liquidity.
Because
of the trading volatility often associated with low-priced stocks, many
brokerage firms and institutional investors have internal policies and practices
that either prohibit them from investing in low-priced stocks or tend to
discourage individual brokers from recommending low-priced stocks to their
customers. The Board of Directors believes that the anticipated higher market
price resulting from the Reverse Split may, to some extent, reduce the negative
effects on the marketability and liquidity of the Common Stock inherent in some
of the policies and practices of institutional investors and brokerage firms
described above. Additionally, a higher share price may give the Company the
added flexibility to list its shares on a different stock exchange or quotation
service, such as the Nasdaq National Market, although the Company has no current
plans to do so.
After the
Effective Date of the Reverse Split, each shareholder will own fewer shares of
our Common Stock, but the per-share value of these shares should increase
proportionately. The Reverse Split will not affect all of our shareholders
uniformly and may affect certain shareholder’s percentage ownership interests in
the Company and related voting rights, although the Company believes such effect
will be minimal. Shareholders holding less than 100 shares of Common Stock
pre-Reverse Split shall not be subject to the Reverse Split. All shareholders
holding greater than 100 shares pre-Reverse Split shall be subject to the
Reverse Split and the Reverse Threshold as described above.
The
Reverse Split would not change the number of authorized shares of Common Stock
designated by our Articles of Incorporation. Currently, we have authorized
150,000,000 million shares of Common Stock. Thus, because the number of issued
and outstanding shares of Common Stock would decrease, the number of shares
remaining available for issuance under our Articles of Incorporation would
effectively increase. These additional shares of Common Stock would be available
for issuance from time to time for corporate purposes such as, but not limited
to, raising additional capital, acquisitions of companies or assets and sales of
stock or securities convertible into or exercisable for Common Stock. We believe
that the availability of the additional shares will provide us with the
flexibility to meet our business needs as they arise. If we issue additional
shares for any purposes, the ownership interest of our current shareholders
would be diluted in the same manner as would result from any other share
issuance. Although we continually examine potential acquisitions of companies or
assets or other attractive opportunities, there are no current plans or
arrangements to issue any additional shares of our Common Stock for such
purposes.
This
proposal has been prompted solely by the business considerations discussed in
the preceding paragraphs. Nevertheless, the additional shares of Common Stock
that would become available for issuance following the Reverse Split could also
be used by the Company’s management to delay or prevent a change in control. The
Board of Directors is not aware of any pending takeover or other transactions
that would result in a change in control of the Company, and the proposal was
not adopted in response to any such proposals.
All
outstanding options and warrants to purchase shares of our Common Stock,
including any held by our officers and directors, would be adjusted as a result
of the Reverse Split. In particular, the number of shares issuable upon the
exercise of each instrument would be reduced, and the exercise price per share,
if applicable, would be increased, in accordance with the terms of each
instrument and based on the ratio of the Reverse Split.
No
fractional shares of our Common Stock will be issued as a result of the Reverse
Split. In the event the proposed Reverse Split leaves a shareholder with a
fraction of a share, the number of shares due to the shareholder shall be
rounded up. For example, if the proposed Reverse Split leaves an individual
shareholder with one and one half shares, the shareholder will be issued, post
proposed Reverse Split, two whole shares.
In
connection with the approval of the Reverse Split, shareholders of the Company
will not have a right to dissent and obtain payment for their shares under the
NRS, the Articles of Incorporation or bylaws.
Tax Consequences to Common
Shareholders
The
following discussion sets forth the material United States federal income tax
consequences that management believes will apply with respect to the Company and
the shareholders of the Company who are United States holders at the effective
time of the Reverse Split. This discussion does not address the tax consequences
of transactions effectuated prior to or after the Reverse Split, including,
without limitation, the tax consequences of the exercise of options, warrants or
similar rights to purchase stock. For this purpose, a United States holder is a
shareholder that is: (i) a citizen or resident of the United States,
(ii) a domestic corporation, (iii) an estate whose income is subject
to United States federal income tax regardless of its source, or (iv) a
trust if a United States court can exercise primary supervision over the trust’s
administration and one or more United States persons are authorized to control
all substantial decisions of the trust. This discussion does not describe all of
the tax consequences that may
be relevant to a holder in light of his particular
circumstances or to holders subject to special rules (such as dealers
in securities, financial institutions,
insurance companies, tax-exempt organizations,
foreign individuals and entities and persons who acquired their
Common Stock as compensation). In
addition, this summary is limited to shareholders who hold their Common Stock as
capital assets. This discussion also does not address any tax consequences
arising under the laws of any state, local or foreign jurisdiction. Accordingly,
each shareholder is strongly urged to consult with a tax adviser to determine
the particular federal, state, local or foreign income or other tax consequences
to such shareholder related to the reverse split.
No gain
or loss should be recognized by a shareholder upon his or her exchange of
pre-Reverse Split shares for post-Reverse Split shares except for those
associated with any additional shares the shareholder receives (i) as a result
of rounding up any post-Reverse Split fractional shares or (ii) due to the
Reverse Threshold. The aggregate tax basis of the post-Reverse Split shares
received in the Reverse Split will be the same as the shareholder’s aggregate
tax basis in the pre-Reverse Split shares. The shareholder’s holding period for
the post-Reverse Split shares will include the period during which the
shareholder held the pre-Reverse Split shares surrendered in the Reverse
Split.
Tax Consequences for the
Company
We should
not recognize any gain or loss as a result of the Reverse Split.
CORPORATE ACTION NO. 3 NAME
CHANGE
This
information statement is being furnished to all holders of the Company’s Common
Stock in connection with resolution of the Board of Directors and the written
consent of the holders of a majority of the issued and outstanding shares of the
Company’s Common Stock authorizing the Board of Directors to amend the Company’s
Articles of Incorporation up to two times in order to effect name changes of the
Company from “CoConnect, Inc.” to a new name to be determined by the Board of
Directors at a future date (the “Name Change”).
The Board
of Directors of the Company fixed the close of business on December 12, 2008 as
the Record Date for determining the stockholders entitled to approve the Name
Change and to receive copies of this Information Statement. As of the Record
Date, the Company had 150,000,000 shares of Common Stock authorized and
149,873,400 shares of Common Stock issued and outstanding. The Company’s Common
Stock constitutes the sole outstanding class of voting securities of the
Company. The Board of Directors and persons owning a majority of the outstanding
Common Stock of the Company have unanimously adopted, ratified and approved the
Name Change. No other votes are required or necessary. See the caption
“Vote Required” below. In the event the Board of Directors elects to enact
the Name Change, it may be affected at anytime before December 31,
2010.
In order
to change the name of the Company, we must amend our Articles of Incorporation.
Section 78.385 of the NRS provides an outline of the scope of the amendments of
the Articles of Incorporation allowed a Nevada Corporation. This includes the
amendment discussed herein. The procedure and requirements to effect an
amendment to the Articles of Incorporation of a Nevada corporation are set forth
in Section 78.390. Section 78.390 provides that proposed amendments must first
be adopted by the Board of Directors and then submitted to shareholders for
their consideration and must be approved by a majority of the outstanding voting
securities.
On
December 12, 2008, our Board of Directors adopted, ratified and approved of the
Name Change and submitted the proposed Name Change to the stockholders for their
approval. The securities that are entitled to vote to affect the Name
Change consist of issued and outstanding shares of our common voting stock
outstanding on the Record Date. Stockholders representing the requisite majority
of shares of common stock entitled to vote on the Name Change subsequently
approved of the Name Change.
CORPORATE
ACTION NO. 4 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Overview
This
information statement is being furnished to all holders of the Company’s Common
Stock in connection with resolution of the Board of Directors and the written
consent of the holders of a majority of the issued and outstanding shares of the
Company’s Common Stock authorizing the Board of Directors to re-appoint the firm
of Pollard-Kelley Auditing Services, Inc., independent public accountants for
the Company during the 2008 fiscal year, to serve in the same capacity for the
fiscal year ending December 31, 2009 (the “Auditor Appointment”). Although
stockholder ratification of the Audit Committee’s appointment is not required,
the Board of Directors considered it desirable for the stockholders to pass upon
the selection of the independent public accountants. Even though the selection
was ratified, the Company may, in its discretion, direct the appointment of a
different independent public accounting firm at any time during the year if the
Company believes that such a change would be in the best interests of the
Company and its stockholders.
Audit
Fees
The
aggregate fees billed by Pollard-Kelley Auditing Services, Inc. for each of the
last two fiscal years for professional services rendered for the audit of our
annual financial statement and review of financial statements included in our
10-QSB reports and services normally provided by the accountant in connection
with statutory and regulatory filings or engagements were $8,000 for fiscal year
ended 2007 and $14,000 for fiscal year ended 2006.
Audit-Related
Fees
The
aggregate fees billed by Pollard-Kelley Auditing Services, Inc. in each of the
last two fiscal years for assurance and related services rendered that are
reasonably related to the performance of the audit or review of our financial
statements that are not reported above were $0 for fiscal years ended 2007 and
2006.
Tax Fees
The
aggregate fees billed by Pollard-Kelley Auditing Services, Inc. in each of the
last two fiscal years for professional services rendered for tax compliance, tax
advice, and tax planning were approximately $0 for fiscal year ended 2007 and
2006.
All Other
Fees
There
were no other aggregate fees billed by Pollard-Kelley Auditing Services, Inc. in
either of the last two fiscal years for products and services provided, other
than the services reported above.
Vote
Required
The Board
of Directors of the Company fixed the close of business on December 12, 2008 as
the Record Date for determining the stockholders entitled to approve of the
Auditor Appointment and to receive copies of this Information Statement. As of
the Record Date, the Company had 150,000,000 shares of Common Stock authorized
and 149,873,400 shares of Common Stock issued and outstanding. The Company’s
Common Stock constitutes the sole outstanding class of voting securities of the
Company. The Board of Directors and persons owning a majority of the outstanding
Common Stock of the Company have unanimously adopted, ratified and approved the
Auditor Appointment. No other votes are required or necessary. See
the caption “Vote Required” below.
EXPECTED DATE FOR EFFECTING
THE CORPORATE ACTIONS
Under
Section 14(c) of the Exchange Act and Rule 14c-2 promulgated thereunder, the
Corporate Actions cannot be affected until 20 days after the date this
Information Statement is sent to the Company’s stockholders. This Information
Statement will be sent on or about December __, 2008 (the “Mailing Date”) to the
stockholders of the Company as of the Record Date. The Company expects to affect
the Corporate Actions approximately 20 days after the Mailing Date. The
Effective Date of the Corporate Actions is expected to be January __, 2008.
However, such Effective Date may be delayed due to factors outside of the
Company’s control.
Pursuant
to the consent resolutions adopted by a majority of the stockholders,
notwithstanding the fact that the Corporate Actions have been approved by the
Company’s majority stockholders, the Company’s Board of Directors may, by
resolution, abandon certain Corporate Actions at any time prior to the effective
date of the Corporate Actions without any further action by the Company’s
stockholders as described herein.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of December 12, 2008 by the following
persons:
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·
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each
person who is known to be the beneficial owner of five percent (5%) or
more of our issued and outstanding shares of common
stock;
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·
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each
of our directors and executive officers;
and
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·
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all
of our directors and executive officers as a
group.
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Name
And Address
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Number
Of Shares Beneficially Owned
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Percentage
Owned
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Mark
L. Baum, Esq. (1)
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0
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0%
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Black
Forest International, LLC (2)(3)
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145,000,000
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96.7%
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All
directors, officers and 5% shareholders as a group
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145,000,000
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96.7%
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(1) The
address is 2038 Corte Del Nogal, Suite 110, Carlsbad, California
92011.
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(2) WSITE
International Foundation is the beneficial owner of, and has dispositive
and voting power over 50% of the 145,000,000 Common Shares of VisiTrade,
Inc. held by Black Forest International, LLC. The address is Suite 1-A #5,
Calle Eusebio A. Morales, El Cangrejo, Panama City,
Panama.
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(3) Fundacion
De Las Mercedes is the beneficial owner of, and has dispositive and voting
power over 50% of the 145,000,000 Common Shares of VisiTrade, Inc.
held by Black Forest International, LLC. The address is Suite 1-A #5,
Calle Eusebio A. Morales, El Cangrejo, Panama City,
Panama.
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Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC. The number of shares and the percentage beneficially owned by
each individual listed above include shares that are subject to options held by
that individual that are immediately exercisable or exercisable within 60 days
from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
report.
DISSENTER’S RIGHTS OF
APPRAISAL
The
Nevada Revised Statutes do not provide for dissenter’s rights in connection with
the proposed amendment to our Articles of Incorporation.
INTEREST OF CERTAIN PERSONS
IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed amendment to our Articles of Incorporation or in any action covered
by the related resolutions adopted by the Board of Directors, which is not
shared by all other stockholders.
FORWARD-LOOKING
STATEMENTS
The
following is a "safe harbor" statement under the Private Securities Litigation
Reform Act of 1995: Statements contained in this document that are not based on
historical facts are "forward-looking statements". Terms such as
"anticipates", "believes", "estimates", "expects", "plans",
"predicts", "may", "should", "will", the negative thereof and similar
expressions are intended to identify forward-looking statements. Such
statements are by nature subject to uncertainties and risks,
including but not limited to: our reliance on certain major clients; the
successful combination of revenue growth with operating expense reduction to
result in improved profitability and cash flow; government regulation and tax
policy; economic conditions; competition and pricing; dependence on our labor
force; reliance on technology; telephone and internet service dependence; the
ability, means, and willingness of financial markets to finance our operations;
and other operational, financial or legal risks or uncertainties detailed in our
SEC filings from time to time. Should one or more of these uncertainties or
risks materialize, actual results may differ materially from those described in
the forward-looking statements. We disclaim any intention or obligation to
revise any forward-looking statements whether as a result of new expectations,
conditions or circumstances, or otherwise.
WHERE YOU CAN FIND MORE
INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. Our SEC filings are also available to the public at the Internet
site maintained by the SEC at http://www.sec.gov.
You
should rely only on the information contained in this Information Statement. We
have not authorized anyone else to provide you with different information. You
should not assume that the information in this Information Statement is accurate
as of any date other than December __, 2008, or such earlier date as is
expressly set forth herein.
|
Dated:
December __, 2008
|
By
order of the Board of Directors
/s/
Mark L. Baum, Esq.
_______________________________
By:
Mark L. Baum, Esq.
Its:
Interim Chief Executive Officer and
Director
|