Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the
appropriate box:
x Preliminary
Information
Statement
o
Confidential, For Use of the
Commission only
(as
permitted by Rule 14c-5(d)(2))
o
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:
oFee
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
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is first being mailed on or about
June
18,
2007,
to
the
holders of record (the
“Stockholders”)
of the
outstanding common stock,
$.001
par
value
per share (the “Common
Stock”)
of
Intra-Asia
Entertainment Corporation, a Nevada corporation (the “Company”),
as of
the close of business on May15,2007
(the
“Record
Date”),
pursuant
to
Rule
14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”).
This
Information Statement relates to a written
consent in lieu of a meeting,
dated
May15,2007,
(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-6
reverse split of the outstanding shares of our Common Stock (the “Reverse
Split”);
and
(ii)
change our name to “ChinaFront
Technology Company”.
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 June 18,
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.
Only
one
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 147,008,331 shares of Common Stock issued and
outstanding with the holders thereof being entitled to cast one vote per
share.
On
May15,2007, 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
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.
Our
Board
of Directors has determined that the change of our name to “ChinaFront
Technology Company”
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 Current Report
on Form
8-K filed on May 14, 2007.
CONSENTING
STOCKHOLDERS
On
May15, 2007, Karmen Investment Holdings, Ltd., Leguna Verde Investments, Ltd.,
The
Pinnacle Fund, L.P., and Pinnacle China Fund, L.P., being the record holders
of
71,748,984, 9,562,195, 8,333,333, and 20,416,667 shares of our Common Stock,
constituting 48.81%, 6.50%, 5.67% and 13.89% of the issued and outstanding
shares of Common Stock, respectively, consented
in writing to the Certificate of Amendment.
2
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 147,008,331 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 May 14, 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.
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
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 147,008,331 shares of our common stock as of May 14, 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
Mr. Wu
beneficially owns 1,562,700 shares through his wife, Jenny T. Wu, who owns
812,080 shares, and his sons, Christopher and Davisson Wu, who own 450,620
and
300,000 shares, respectively.
5
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.
6
Mr.
Barry M. Kitt, the Sole Member, Pinnacle Fund Management, L.L.C., the General
Partner of Pinnacle Advisers, L.P., the General Partner of The Pinnacle Fund,
L.P., has dispositive and voting power over the shares.
7
Mr.
Barry M. Kitt, the Manager of Kitt China Management, LLC, the Manager of
Pinnacle China Management, L.L.C., the General Partner of Pinnacle China
Advisors, L.P., the General Partner of Pinnacle China Fund, L.P., has
dispositive and voting power over the shares.
On
May15, 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-6
Reverse Split of our issued and outstanding Common Stock, and (ii) change our
name to “ChinaFront
Technology Company”
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 May 15, 2007. The proposed
Certificate of Amendment are attached hereto as Appendix
A.
4
1.
Adoption
of 1-for-6 Reverse Stock
Split
Our
Board
of Directors unanimously approved, subject to Stockholder approval, the 1-for-6
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
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
147,008,331
24,501,389
Number
of authorized and reserved shares of Common Stock
2,083,333
347,222
Number
of authorized but unissued and unreserved shares of Common
Stock
908,336
125,151,389
Purposes
for Reverse Split and Effect on Common Stock
Each
share of Common Stock outstanding at the Effective Date of the Reverse Split
will automatically become one-sixth of a share of Common Stock. The Reverse
Split of the outstanding shares of our Common Stock 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.
Unless
the number of outstanding shares of Common Stock is reduced by the Reverse
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 corporation to have a very low per share stock price.
The Board of Directors hopes that the Reverse Split will result in a higher
per
share market price of the Common Stock. In addition, the 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. The Board of
Directors believes these issues are best addressed by increasing the value
per
share of the Common Stock, which we believe will occur as a result of the
Reverse Split.
5
On
the
Effective Date, six (6) shares of Common Stock will automatically be combined
and changed into one (1) share of Common Stock. No additional action on our
part
or any Stockholder will be required in order to effect the 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.
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 Reverse Split.
Following the effectiveness of the Reverse Split, every six shares of Common
Stock presently outstanding, without any action on the part of the stockholder,
will represent one 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 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
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 six shares of pre-Reverse Split Common Stock into one 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.
6
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.
2.
Name
Change and Change of the Purpose of the
Company
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 “ChinaFront
Technology Company”.
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 “ChinaFront
Technology Company”
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 Current Report
on Form
8-K filed on May 14, 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.
7
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.
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, Leliang Zhang
and Xingming Zhang resigned as officers of the Company 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 the tenth day following the mailing by us of an information statement
to our
stockholders that complies with the requirements of Section 14f-1 of the
Exchange Act, which information statement was mailed out on May 17, 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
resignation of Stanley Wu and Leliang Zhang. In addition, our executive officers
were replaced by PKU’s executive officers upon the closing of the reverse
acquisition.
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 “ChinaFront
Technology Company” 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 Current Report on Form 8-K filed on May 14, 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.
8
Appendix
A
9
Dates Referenced Herein and Documents Incorporated by Reference
