Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the
appropriate box:
o Preliminary
Information Statement
o
Confidential, For
Use of the Commission only
(as
permitted by Rule 14c-5(d)(2))
x
Definitive
Information Statement
INTRA-ASIA
ENTERTAINMENT CORPORATION
(Name
of
Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x
No
Fee Required
o
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:
o
Fee paid previously
with preliminary materials:
o
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:
INTRA-ASIA
ENTERTAINMENT CORPORATION
07
Floor E-Wing Center
No.
113 Zhichunlu, Haidian District
Beijing,
China 100086
(86
10) 82671299
AMENDED
INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
On
or
about June 18, 2007, Intra-Asia Entertainment Corporation, a Nevada corporation
(the “Company”)
mailed
to the holders of record (the
“Stockholders”)
of its
outstanding common stock,
$.001
par
value
per share (the “Common
Stock”)
as of
May 15, 2007, an information statement relating to a consent
in lieu of a meeting,
dated
May 15, 2007,
of
Stockholders of the Company owning at least a majority of the then outstanding
shares of Common Stock. The June 18 information statement related primarily
to
approval by Stockholders of a 1 for 6 reverse stock split. This
Information Statement, which is first being mailed on or about
July
30,
2007,
to
Stockholders
of the outstanding Common
Stock of
the
Company as of the close of business on July24,2007
(the
“Record
Date”),
pursuant
to
Rule
14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”),
amends
and supersedes the June 18 information statement. None of the actions described
in the June 18 information statement will be taken by the Company. Instead,
the
actions described in this Information Statement will be take when and as
described herein.
This
Information Statement relates to a written
consent in lieu of a meeting,
dated
July24,2007,
(the
“Written
Consent”)
of
Stockholders of the Company owning at least a majority of the outstanding
shares
of Common Stock as of the Record Date (the “Majority
Stockholders”).
Except as otherwise indicated by the context, references in this information
statement to “Company,”“we,”“us,” or “our” are references to Intra-Asia
Entertainment Corporation.
The
Written Consent authorized an
amendment to our Articles of Incorporation (the “Certificate
of Amendment”)
to:
(i)
effect
and implement a 1-for-7.5
reverse split of the outstanding shares of our Common Stock (the “Reverse
Split”);
and
(ii)
change our name to “China TransInfo Technology Corp.”
A
copy of
the Certificate of Amendment is attached to this Information Statement as
Appendix
A.
The
Written Consent constitutes the consent of a majority of the total number of
shares of outstanding Common Stock and is sufficient under Chapter 78 of the
Nevada Revised Statutes and the Company’s Bylaws to approve the Certificate of
Amendment. Accordingly, the Certificate of Amendment is not presently being
submitted to the Company’s other Stockholders for a vote. The action by Written
Consent will become effective when the Company files the Certificate of
Amendment with the Nevada Secretary of State (the “Effective
Date”).
This
is
not a notice of a meeting of Stockholders and no Stockholders meeting will
be
held to consider the matters described herein. This Information Statement is
being furnished to you solely for the purpose of informing Stockholders of
the
matters described herein pursuant to Section 14(c) of the Exchange Act and
the
regulations promulgated thereunder, including Regulation 14C.
By
Order
of the Board of Directors,
/s/
Shudong Xia
Shudong
Xia
Chief
Executive Officer and President
GENERAL
INFORMATION
This
Information Statement is being first mailed on or about July 30,
2007, to
Stockholders of the Company by the board of directors to provide material
information regarding corporate actions that have been approved by the Written
Consent of the Majority Stockholders. This Information Statement amends and
supersedes the information statement first mailed to Stockholders on or about
June 18, 2007. The actions described
in the June 18 information statement will not be taken by the Company. Instead,
the actions described in this Information Statement will be take when and
as
described herein.
Only
one
copy of this Information Statement is being delivered to two or more
Stockholders who share an address unless we have received contrary instruction
from one or more of such Stockholders. We will promptly deliver, 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.
If you
would like to request additional copies of the Information Statement, or
if in
the future you would like to receive multiple copies of information statements
or proxy statements, or annual reports, or, if you are currently receiving
multiple copies of these documents and would, in the future, like to receive
only a single copy, please so instruct us by writing to the corporate secretary
at the Company’s executive offices at the address specified above.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER
AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF AN AMENDMENT TO OUR ARTICLES
OF INCORPORATION.
The
entire cost of furnishing this Information Statement will be borne by the
Company. We will request brokerage houses, nominees, custodians, fiduciaries
and
other like parties to forward this Information Statement to the beneficial
owners of the Common Stock held of record by them.
AUTHORIZATION
BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under
the
Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken
at an annual or special meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if the holders of outstanding stock
having
not less
than the minimum number of votes that will be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted consent to such action in writing. The approval of the
Certificate of Amendment requires the affirmative vote or written consent of
a
majority of the issued and outstanding shares of Common Stock. Each Stockholder
is entitled to one vote per share of Common Stock on any matter which may
properly come before the stockholders.
On
the
Record Date, the Company had 147,008,332 shares of Common Stock issued and
outstanding with the holders thereof being entitled to cast one vote per
share.
On
July24,2007, our
board
of directors (the “Board
of Directors”)
unanimously adopted resolutions approving the Certificate of Amendment and
recommended that the Stockholders approve the Certificate of Amendment as
set
forth in Appendix
A.
In
connection with the adoption of these resolutions, the board of directors
elected to seek the written consent of the holders of a majority of our
outstanding shares in order to reduce associated costs and implement the
proposals in a timely manner. THE CERTIFICATE OF AMENDMENT SET FORTH IN APPENDIX
A TO THIS INFORMATION STATEMENT SUPERSEDES THE FORM OF CERTIFICATE OF AMENDMENT
ATTACHED TO THE JUNE 18 INFORMATION STATEMENT. The form of Certificate of
Amendment attached to the June 18 information statement will not be adopted
by
the Company or filed with the Secretary of State of the State of Nevada.
Instead, the Certificate of Amendment attached to this Information Statement
as
Appendix A will be adopted by the Company and filed with the Secretary of
State
of the State of Nevada when and as described in this Information Statement.
The
Reverse Split will reduce
the number of issued and outstanding shares of our Common Stock and effectively
increase the number of authorized and unissued shares of our Common Stock
available for future issuance. The
Company has also agreed to effect the Reverse Split pursuant to the terms
of the
Purchase Agreement (as defined and more particularly described below).
2
Our
Board
of Directors has determined that the change of our name to “China TransInfo
Technology Corp.”
is in
the best interest of Stockholders and will more accurately reflect, and allow
us
to engage in, our business operations as described in our Amendment No. 1
to
Registration Statement on Form SB-2 filed on July 20, 2007.
CONSENTING
STOCKHOLDERS
On
July24, 2007, Karmen Investment Holdings, Ltd. and Leguna Verde Investments,
Ltd.,
being the record holders of 71,748,984 and 9,562,195 shares of our Common
Stock,
constituting 48.81% and 6.50% of the issued and outstanding shares of Common
Stock, respectively, consented
in writing to the Certificate of Amendment.
Accordingly,
the Company has obtained all necessary corporate approvals in connection with
the Certificate of Amendment. The Company is not seeking written consent from
any other Stockholders, and the other Stockholders will not be given an
opportunity to vote with respect to the actions described in this Information
Statement. All necessary corporate approvals have been obtained. This
Information Statement is furnished solely for the purposes of advising
Stockholders of the action taken by written consent and giving Stockholders
notice of such actions taken as required by the Exchange Act.
The
Company will, when permissible following the expiration of the 20 day period
mandated by Rule 14c and the provisions of the Nevada Revised Statutes, file
the
Certificate of Amendment with the Nevada Secretary of State’s Office. The
Certificate of Amendment will become effective upon such filing and we
anticipate that such filing
will
occur approximately 20 days after this Information Statement is first mailed
to
Stockholders.
The
Company’s authorized capital currently consists of 150,000,000 shares of Common
Stock and 10,000,000 shares of preferred stock (“Preferred
Stock”).
Each
share of Common Stock and Preferred Stock entitles its record holder to one
(1)
vote per share. Holders of the Company’s Common Stock do not have cumulative
voting, conversion, redemption rights or preemptive rights to acquire additional
shares.
At
the
close of business on the Record Date, the Company had 147,008,332 shares
of
Common Stock issued and outstanding and no shares of Preferred Stock issued
and
outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of
our
common stock as of July 24, 2007 (i) by each person who is known by us to
beneficially own more than 5% of our common stock; (ii) by each of our officers
and directors; and (iii) by all of our officers and directors as a
group.
Unless
otherwise specified, the address of each of the persons set forth below is
in
care of Intra-Asia Entertainment Corporation, 07 Floor E-Wing Center, No. 113
Zhichunlu, Haidian District, Beijing, China 100086.
3
Name
& Address of
Beneficial
Owner
Office,
if Any
Title
of Class
Amount
& Nature of Beneficial
Ownership(1)
Percent
of Class(2)
Officers
and Directors
Shudong
Xia
Chief
Executive Officer, President, Secretary and Director
Common
Stock $0.001 par value
71,748,984(3)
48.81%
Zhibin
Lai
Vice
President
Common
Stock $0.001 par value
0
*
Zhiping
Zhang
Vice
President of Research and Development
Common
Stock $0.001 par value
0
*
Danxia
Huang
Vice
President of Finance and Treasurer
Common
Stock $0.001 par value
0
*
All
officers and directors as a group (4 persons named above)
1Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission (the “SEC”) and includes voting or investment power with
respect to the ordinary shares.
2A
total
of 147,008,332 shares of our common stock as of July 24, 2007 are considered
to
be outstanding pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner
above, any options exercisable within 60 days have been included in the
denominator.
3
Includes
71,748,984 shares of our common stock owned by Karmen Investment Holdings Ltd.,
which is wholly-owned by East Action Investment Holdings Ltd. of which Shudong
Xia is a 68% shareholder. Mr. Xia may be deemed to be a beneficial owner of
the
shares held by Karmen Investment Holdings Ltd.
4
Chuang
Yang is the owner of Leguna Verde Investments, Ltd. and exercises voting
and
investment power over the shares owned by Leguna Verde Investments, Ltd.
Mr.
Yang may be deemed to be a beneficial owner of the shares held by Leguna
Verde
Investments, Ltd.
5
Pinnacle
Advisers, L.P. (“Advisers”) is the general partner of The Pinnacle Fund, L.P.
(“Pinnacle”). Pinnacle Fund Management, LLC (“Management”) is the general
partner of Advisers. Mr. Barry Kitt is the sole member of Management. Mr.
Kitt
has dispositive and voting power over the shares and may be deemed to be
the
beneficial owner of the shares of common stock beneficially owned by
Pinnacle.
4
6
Pinnacle
China Advisers, L.P. (“China Advisers”) is the general partner of The Pinnacle
China Fund, L.P. (“Pinnacle China”). Pinnacle China Management, LLC (“China
Management”) is the general partner of China Advisers. Kitt China Management,
LLC (“China Manager”) is the manager of China Management. Mr. Barry Kitt is the
manager of China Management. Mr. Kitt has dispositive and voting power over
the
shares and may be deemed to be the beneficial owner of the shares of common
stock beneficially owned by Pinnacle China.
On
July24, 2007, our Board of Directors approved, subject to receiving the approval
of
the holders of a majority of the Company’s outstanding capital stock, an
amendment to our Amended and Restated Articles of Incorporation to (i)
effect
a
1-for-7.5
Reverse Split of our issued and outstanding Common Stock, and (ii) change
our
name to “China TransInfo Technology Corp.”
to more
accurately reflect our business operations. The Majority Stockholders approved
the Certificate of Amendment, the Reverse Split and the change of our name
pursuant to the Written Consent dated as of July 24, 2007. The proposed
Certificate of Amendment are attached hereto as Appendix
A.
The
Certificate of Amendment set forth in Appendix A to this Information Statement
supersedes the form of Certificate of Amendment attached to the June 18
information statement. The form of Certificate of Amendment attached to the
June
18 information statement will not be adopted by the Company or filed with
the
Secretary of State of the State of Nevada. Instead, the Certificate of Amendment
attached to this Information Statement as Appendix A will be adopted by the
Company and filed with the Secretary of State of the State of Nevada when
and as
described in this Information Statement.
1.Adoption
of 1-for-7.5 Reverse Stock Split
Our
Board
of Directors unanimously approved, subject to Stockholder approval, the
1-for-7.5 Reverse Split of our issued and outstanding Common Stock, which
will
be effectuated in conjunction with the adoption of the Certificate of Amendment.
Our Stockholders also approved each of these actions in the Written Consent.
The
1-for-6 reverse stock split described in the June 18 information statement
will
not be effectuated. Instead, the 1 for 7.5 Reverse Split will be effectuated
in
lieu of the previously described 1-for-6 reverse stock split.
The
Reverse Split will reduce the number of issued and outstanding shares of our
Common Stock. The Reverse Split also effectively increases the number of
authorized and unissued shares of our Common Stock available for future
issuance. The
Reverse Split will become effective on the Effective Date which occurs when
the
Certificate of Amendment is filed with the Secretary of State of the State
of
Nevada following the expiration of the 20 day period mandated by Rule 14c of
the
Exchange
Act.
We
currently
have no plans, agreements, proposals, arrangements, or understanding, for the
issuance of additional shares of Common Stock for any purpose, including future
acquisitions or financing transactions. We may consider issuing additional
shares in the future, but at this time we have no definite plans in this regard.
The
table
below sets forth, as of the Record Date, the following information both before
and after the proposed Reverse Split (subject to slight adjustments resulting
from the rounding of fractional shares):
·
the
number of issued and outstanding shares of Common
Stock;
·
the
number of authorized and reserved shares of Common
Stock;
·
the
number of authorized but unissued and unreserved shares of Common
Stock.
Pre-Reverse
Split
Post-Reverse
Split
Number
of issued and outstanding shares of Common Stock
147,008,332
19,601,111
Number
of authorized and reserved shares of Common Stock
2,083,333
277,778
Number
of authorized but unissued and unreserved shares of Common
Stock
908,335
130,121,111
5
Purposes
for Reverse Split and Effect on Common Stock
The
Company is required to effect a 1-for-6 reverse stock split pursuant to a
securities
purchase agreement, dated as of May 14, 2007, by and among the Company and
all
predecessors thereto, Cabowise International Ltd., a British Virgin Islands
company, PKU Chinafront High Technology Co., Ltd., a company organized under
the
laws of the People’s Republic of China, the selling stockholders identified on
the signature pages thereto and the investors identified on the signature
pages
thereto (as amended, supplemented or otherwise modified from time to time,
the
“Purchase
Agreement”).
We
agreed to effect the 1-for-6 reverse stock split in order to reduce the number
of issued and outstanding shares of our Common Stock and effectively increase
the number of authorized and unissued shares of our Common Stock available
for
future issuance.
Unless
the number of outstanding shares of Common Stock is reduced by a reverse
stock
split, the number of shares outstanding upon the issuance of additional shares
will be so great that the per share value of the Company’s stock will be very
small. A low stock price can have the effect of reducing the liquidity of
a
corporation’s stock and the Board of Directors believes that it will not be in
the best interests of the Company to have a very low per share stock price.
Our
Board of Directors hopes that a reverse stock split will result in a higher
per
share market price of our Common Stock. In addition, brokerage commissions
on
the purchase or sale of stock with a relatively low per share price generally
tend to represent a higher percentage of the sales price than the commission
charges on a stock with a relatively high per share price. Our Board of
Directors believes these issues are best addressed by increasing the value
per
share of our Common Stock, which we believe will occur as a result of a reverse
stock split.
Our
Board
of Directors also believes that effecting a reverse stock split may lead
to an
increase in the trading price of our Common Stock, which is a necessary
requirement to list our securities on either the Nasdaq Stock Market (“Nasdaq”)
or the American Stock Exchange (“Amex”). In order to be listed on Nasdaq or
Amex, the Company must satisfy certain listing requirements, one of which
is
that the Company’s Common Stock must have a minimum bid price of $5.00 per share
for Nasdaq and $3.00 per share for Amex. On July 27, 2007, the closing bid
price
of the Company’s Common Stock on the OTC Bulletin Board was $.48. Our Board of
Directors expects that a reverse stock split will increase the bid price
per
share of our Common Stock above the per share minimum bid price, and thereby
satisfy one of Nasdaq’s and Amex’s listing requirements. However, we cannot be
certain that a reverse stock split will, initially or in the future, have
the
intended effect of raising the bid price of our Common Stock above $3.00
or
$5.00 per share.
Following
approval of the 1-for-6 reverse stock split, our Board of Directors re-evaluated
the reverse split ratio in light of the number of shares of the Company’s
capital stock issued and outstanding and came to the conclusion that a 1-for-7.5
reverse stock split would more effectively achieve the purposes set forth
above.
Therefore, on July 24, 2007 we entered into a letter agreement (the
“Letter
Agreement”)
with
two of the investors signatory to the Purchase Agreement, Pinnacle China
Fund,
LP and The Pinnacle Fund, LP, whereby the parties thereto agreed to amend
the
Purchase Agreement to increase the reverse stock split ratio to 1-for-7.5.
A
form of the Purchase Agreement was filed as Exhibit 10.1 to our Current Report
on Form 8-K that was filed on May 14, 2007 and a copy of the Letter Agreement
was filed as Exhibit 10.1 to our Current Report on Form 8-K that was filed
on
July 30, 2007.
We
hope
that the decrease in the number of shares of our outstanding Common Stock
resulting from the 1-for-7.5
Reverse Split,
and the
concurrent increase in the per share trading price, will encourage greater
interest in our Common Stock among members of the financial community and
the
investing public and possibly create a more liquid market for our Stockholders.
However, the possibility exists that stockholder liquidity may be adversely
affected by the reduced number of shares outstanding, particularly if the
price
per share of our Common Stock begins a declining trend after the Reverse
Split
is effected. We cannot be certain that the Reverse Split will achieve any
of the
desired results, or that the price per share of our Common Stock immediately
following the Reverse Split will increase, or that the increase, if any,
will be
sustained for any period of time. We are not aware of any present efforts
by
anyone to accumulate our Common Stock, and the Reverse Split is not intended
to
be an anti-takeover device.
On
the
Effective Date, 7.5 shares of Common Stock will automatically be combined
and
changed into 1 share of Common Stock. No additional action on our part or
any
Stockholder will be required in order to effect the 1-for-7.5 Reverse Split.
Certificates that represent pre-Reverse Split shares will automatically,
and
without any action on the part of any person, represent one-sixth of such
pre-Reverse Split shares following the Effective Date.
6
No
fractional shares of post-Reverse Split Common Stock will be issued to any
stockholder. Accordingly, Stockholders of record who would otherwise be entitled
to receive fractional shares of post-Reverse Split Common Stock, will, upon
surrender of their certificates representing shares of pre-Reverse Split Common
Stock, receive, if they hold a fractional share equal to one-half or more,
a
full share of our Common Stock, and if they hold a fractional share equal to
less than one-half of a share of our Common Stock, then that fractional share
will be cancelled.
We
will
obtain a new CUSIP number for our Common Stock at the time of the 1-for-7.5
Reverse Split. Following the effectiveness of the Reverse Split, every 7.5
shares of Common Stock presently outstanding, without any action on the part
of
the stockholder, will represent 1 share of Common Stock. Subject to the
provisions for elimination of fractional shares, as described above,
consummation of the Reverse Split will not result in a change in the relative
equity position or voting power of the holders of Common
Stock.
Potential
Anti-takeover Effect
Release
No. 34-15230 of the staff of the SEC requires disclosure and discussion of
the
effects of any shareholder proposal that may be used as an anti-takeover
device.
However, the purpose of the 1-for-7.5 Reverse Split is to raise the per share
price of the Common Stock and not to construct or enable any anti-takeover
defense or mechanism on behalf of the Company. Although the increased proportion
of unissued authorized shares to issued shares could, under certain
circumstances, have an anti-takeover effect, the Reverse Split proposal is
not
being undertaken in response to any effort of which the Board of Directors
is
aware to accumulate shares of the Common Stock or obtain control of the Company.
Other than the 1-for-7.5 Reverse Split, the Board of Directors does not
currently contemplate the adoption of any other amendments to the Articles
of
Incorporation that could be construed to affect the ability of third parties
to
take over or change the control of the Company. While it is possible that
management could use the additional shares to resist or frustrate a third-party
transaction providing an above-market premium that is favored by a majority
of
the independent stockholders, the Company currently has no plans or proposals
to
adopt other provisions or enter into other arrangements that many have
anti-takeover ramifications.
Other
provisions of our Articles of Incorporation and Bylaws may have anti-takeover
effects, making it more difficult for or preventing a third party from acquiring
control of the Company or changing its Board of Directors and management. Our
Articles of Incorporation provide that our Board of Directors may issue, without
further stockholder approval, up to 10,000,000 shares of Preferred Stock, par
value $0.001 per share, in one or more classes or series within a class. Any
Preferred Stock issued in the future may rank senior to the common stock with
respect to the payment of dividends or amounts upon liquidation, dissolution
or
winding up of us, or both. In addition, any such shares of Preferred Stock
may
have class or series voting rights. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult
for
a third party to acquire, or of discouraging a third party from acquiring,
a
majority of our outstanding voting stock. According to our Bylaws and Articles
of Incorporation, neither the holders of the Company’s Common Stock nor the
holders of the Company’s Preferred Stock have cumulative voting rights in the
election of our directors. The combination of the present ownership by a few
stockholders of a significant portion of the Company’s issued and outstanding
Common Stock and lack of cumulative voting makes it more difficult for other
stockholders to replace the Company’s Board of Directors or for a third party to
obtain control of the Company by replacing its Board of Directors.
Federal
Income Tax Consequences of the Reverse Split
The
combination of 7.5 shares of pre-Reverse Split Common Stock into 1 share
of
post-Reverse Split Common Stock should be a tax-free transaction under the
Internal Revenue Code of 1986, as amended, and the holding period and tax
basis
of the pre-Reverse Split Common Stock will be transferred to the post-Reverse
Split Common Stock.
This
discussion should not be considered as tax or investment advice, and the tax
consequences of the Reverse Split may not be the same for all Stockholders.
Stockholders should consult their own tax advisors to know their individual
Federal, state, local and foreign tax consequences.
Our
Board
of Directors unanimously approved, subject
to Stockholder approval,
the
Certificate of Amendment to change the name of our company from “Intra-Asia
Entertainment Corporation” to “China
TransInfo Technology Corp.”
Stockholder
approval for the Certificate of Amendment changing the Company’s name was
obtained by Written Consent of Stockholders holding at least a majority of
our
issued and outstanding Common Stock, as of the Record Date. The Certificate
of
Amendment effecting the name change will become effective following filing
with
the Secretary of State of the State of Nevada, which will occur promptly
following the 20th day after the mailing of this Information Statement to our
Stockholders as of the Record Date.
Purposes
for Name Change
The
change
of our name to “China TransInfo Technology Corp.” is in the best interest of
Stockholders and will more accurately reflect, and allow us to engage in,
our
business operations as described in our Amendment No. 1 to Registration
Statement on Form SB-2 filed on July 20, 2007.
CHANGES
TO OUR BUSINESS AND CHANGE OF CONTROL
Our
corporate name is Intra-Asia Entertainment Corporation. We were originally
incorporated in Nevada on August 3, 1998 under the name R & R Ranching, Inc.
to breed bison. On or about March 2003, R & R Ranching Inc. sold its bison
to Blue Sky Bison Ranch, Ltd.
On
March31, 2003, we entered into an Agreement and Plan of Reorganization (the “GloTech
Delaware Acquisition Agreement”) with GloTech Industries, Inc., a Delaware
corporation (“GloTech Delaware”). GloTech Delaware was incorporated on July 18,2002 and its business was the designing and marketing of safety products using
electroluminescent technology developed in cooperation with the University
of
Florida. Under the GlowTech Delaware Acquisition Agreement, GloTech Delaware
became our wholly-owned subsidiary and we changed our name to GloTech
Industries, Inc.
On
or
about June 2004, we sold all of our business relating to the designing and
marketing of safety products using electroluminescent technology to Marmaduke
Capital Group, LLC, an entity related to an officer of the Company at the time
of such sale.
On
December 10, 2003, we executed an Agreement and Plan of Reorganization (the
“Intra-Asia Agreement”) with Intra-Asia Entertainment Corporation, a Delaware
corporation (“Intra-Asia Delaware”), whereby Intra-Asia Delaware became our
wholly-owned subsidiary and we amended our Articles of Incorporation to change
our name to “Intra-Asia Entertainment Corporation.” At the time of the
acquisition, Intra-Asia Delaware held an 85% equity interest in Weifang Fuhua
Amusement Park Co., Ltd. (“Fuhua”), a Chinese joint venture organized in 1991
which held an equity interest in the Weifang Fuhua Amusement Park.
On
January 31, 2006, our wholly-owned subsidiary, Intra-Asia Delaware, entered
into
a Share Purchase Agreement (the “Beijing Purchase Agreement”) with Beijing
Maidashi Investment Co., Ltd. (“Beijing Maidashi”), a Chinese corporation,
pursuant to which we sold all of our shares of Fuhua. Under the Beijing Purchase
Agreement, Beijing Maidashi took over all of Intra-Asia Delaware’s rights and
liabilities in Fuhua Amusement Park. Thereafter in the first half of 2006,
Intra-Asia Delaware completed the sale of its eighty-five percent (85%) interest
in Fuhua by entering into a supplementary agreement with Beijing Maidashi.
Since
the
closing of the Beijing Purchase Agreement until May 14, 2007, when we completed
a reverse acquisition transaction with Cabowise International Ltd., a British
Virgin Islands company (“Cabowise”), we were a blank check company and did not
engage in active business operations other than our search for, and evaluation
of, potential business opportunities for acquisition or
participation.
8
Cabowise
does not have any subsidiaries nor is it engaged in any business. Cabowise’s
sole asset was its option to purchase an eighty-five percent (85%) interest
in
Beijing PKU Chinafront High Technology Co., Ltd. (“PKU”, and such option, the
“PKU Option”). In connection with the reverse acquisition, Cabowise agreed to
assign the PKU Option to our subsidiary Oriental Intra-Asia Entertainment
(China) Limited, a Chinese company (“Oriental Intra-Asia”). On May 14, 2007,
Cabowise, PKU and Oriental Intra-Asia entered into an assignment and assumption
agreement whereby Cabowise assigned the PKU Option to Oriental Intra-Asia.
On
May 14, 2007, Oriental Intra-Asia exercised the PKU Option and Oriental
Intra-Asia became the owner of an eighty-five percent (85%) equity interest
in
PKU.
PKU
was
established with the approval of Haidian Branch of Beijing Municipal
Administration of Industry and Commerce on October 30, 2000. PKU’s main business
is software and other technology development, consulting, software and
technology licensing, and systems integration.
The
reverse acquisition transaction resulted in a change of control of the Company.
In connection with the reverse acquisition transaction, we issued to the
stockholders of Cabowise 81,311,179 shares of our Common Stock in exchange
for
all of the issued and outstanding capital stock of Cabowise. Cabowise thereby
became our wholly owned subsidiary and the former stockholders of Cabowise
became our controlling stockholders.
Upon
the
closing of the reverse acquisition on May 14, 2007, James Reskin, a director
of
the Company, submitted his resignation letter pursuant to which he resigned
from
his position as director effective immediately, and Stanley Wu and Leliang
Zhang
submitted their resignation letters pursuant to which they resigned from
their
positions as our directors that became effective on May 27, 2007. Shudong
Xia
was appointed as our director at the effective time of the resignation of
James
Reskinand
Danxia Huang was appointed as our director at the effective time of the
resignations of Stanley Wu and Leliang Zhang. In addition, Stanley Wu, Leliang
Zhang and Xingming Zhang resigned as officers of the Company and were replaced
by PKU’s executive officers effective upon the closing of the reverse
acquisition on May 14, 2007.
As
a
result of the reverse acquisition transaction with Cabowise, we entered into
a
new business. Through our indirect, majority-owned Chinese subsidiary PKU,
we
are now a total solutions provider of Geography Information Systems application
software and services. PKU provides its products and services to various
segments, including the Transportation, Digital City and Land & Resources
departments of the Chinese government. We are changing our name to “China
TransInfo Technology Corp.”
to
reflect our new business and to be similar to the names of our subsidiary
companies.
DISSENTER’S
RIGHTS
Under
Nevada law, holders of our Common Stock are not entitled to dissenter’s rights
of appraisal with respect to our proposed amendment to our Articles of
Incorporation and the adoption of the Certificate of Amendment.
FINANCIAL
AND OTHER INFORMATION
For
more
detailed information on the Company, including financial statements, and
other
information about the business and operations of the Company, you may refer
to
our Amendment No. 1 to Registration Statement on Form SB-2 filed on July20,2007 and other periodic filings made with the SEC from time to time. Copies
of
these documents are available on the SEC’s EDGAR database at www.sec.gov and a
copies of which may be obtained by writing our secretary at the address
specified above.
9
Appendix
A
Dates Referenced Herein and Documents Incorporated by Reference
