RINO International Corp – ‘DEF 14C’ for 6/21/07

On:  Friday, 6/22/07, at 4:34pm ET   ·   Effective:  6/22/07   ·   For:  6/21/07   ·   Accession #:  1165527-7-348   ·   File #:  0-52549

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Information Statement                       5     23K 

DEF 14C
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934 

[X] Filed by the Registrant       [ ] Filed by a Party other than the Registrant

Check the appropriate box:                                                      
[ ] Preliminary Information Statement                                           
[X] Definitive Information Statement Only                                       
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)          

 JADE MOUNTAIN CORP.
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(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Information Statement, if other than Registrant:       

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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:            

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(2)  Aggregate number of securities to which transaction applies:               

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(3)  Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):                          

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(4)  Proposed maximum aggregate value of transaction:                           

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(5)  Total fee paid:                                                            

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[ ] Fee paid previously with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided  by  Exchange  Act   
   Rule 0-11 (a) (2) and identify the filing for which the  offsetting fee was
   paid  previously.  Identify the previous filing by  registration  statement
number, or the Form or Schedule and the date of its filing.             

1)   Amount previously paid:                                            
                          ------------------------------------------
2)   Form, Schedule or Registration Statement No.:                      
                                                --------------------
3)   Filing Party:                                                      
                ----------------------------------------------------
4)   Date Filed:                                                        
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DEF 14C
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 INFORMATION STATEMENT

Jade Mountain Corp
211 West Wall Street
Midland, Texas 79701
 Voice: (432) 682-1761

     This information statement is circulated to advise the stockholders of Jade
Mountain Corp (the  "Company") of actions to be taken without a meeting upon the
written  consent of the holders of a majority of the  outstanding  shares of the
Voting  Capital  Stock of the  Company.  Management  is not  soliciting  proxies
because a  sufficient  number of shares  have  provided  written  consent to the
actions.                                                                        

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. 

The matters upon which action is being taken are:                               

     1. To reverse split the currently issued and outstanding  common stock (the
"Common  Stock")  of the  Company  on a one (1) share for two  hundred  thousand
(200,000) shares basis,  with fractional  shares rounded up to the nearest whole
share.                                                                          

     Stockholders  holding shares representing 64.1% of the votes entitled to be
cast at a meeting  of the  Company's  stockholders  consented  in writing to the
proposed  actions.  The approval by the  stockholders  will not become effective
until 20 days from the date of  mailing  of this  Information  Statement  to our
stockholders.                                                                   

     The Company's Board of Directors approved these actions on June 5, 2007 and
recommended  that the Company  effect the reverse split of its currently  issued
and  outstanding  Common  Stock  .  The  anticipated   effective  date  will  be
approximately  20 days after the mailing of this  Information  Statement  to our
stockholders.                                                                   

     If the proposed  actions were not adopted by written  majority  stockholder
consent,  it would have been necessary for these actions to be considered by the
Company's  stockholders  at a Special  Stockholder's  Meeting  convened  for the
specific purpose of approving the actions.                                      

     The  elimination of the need for a special  meeting of the  stockholders to
approve  the  actions  is  authorized  by Section  78.320 of the Nevada  General
Corporation  Law,  (the "Nevada  Law").  This Section  provides that the written
consent of the holders of outstanding shares of voting capital stock, having not
less than the minimum  number of votes which would be  necessary to authorize or
take the action at a meeting at which all  shares  entitled  to vote on a matter
were present and voted, may be substituted for the special meeting. According to
Section 78.320 of the Nevada Law, a majority of the outstanding shares of voting
capital  stock  entitled  to vote on the matter is  required in order to reverse
split the Company's  outstanding Common Stock. In a special meeting and in order
to effect the Amendment as early as possible in order to accomplish the purposes
of the  Company,  the Board of  Directors  of the  Company  voted to utilize the
written consent of the majority stockholders of the Company.                    

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     The  date  on  which  this  Information  Statement  was  first  sent to the
stockholders  is on, or about June 21, 2007. The record date  established by the
Company for purposes of determining  the number of outstanding  shares of voting
capital stock of the Company May 29, 2007, the "Record Date").                  

OUTSTANDING VOTING STOCK OF THE COMPANY                                         

     As of the Record Date,  there were 15,03,404  shares of Common Stock issued
and outstanding.  The Common Stock  constitutes the outstanding  class of voting
securities of the Company. Each share of Common Stock entitles the holder to one
(1) vote on all matters submitted to the stockholders.                          

     None of the persons who have been  directors  or officers of the Company at
any time since the  beginning of the last fiscal year,  nor any associate of any
such  persons,  has any interest in the matters to be acted upon. No director of
the Company has informed the registrant in writing that he intends to oppose any
action to be taken by the Company. No proposals have been received from security
holders.                                                                        

 SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

     The  following  table sets forth as of the  Record  Date,  the name and the
number of voting shares of the Company,  par value $.0001, held of record or was
known by the Registrant to own  beneficially  more than 5% of 15,883,404  voting
shares issued and  outstanding,  and the name and  shareholdings of each officer
and director  individually and of all officers and directors as a group.  Except
as  otherwise  indicated,  the  persons  named in the table have sole voting and
dispositive  power with  respect to all shares  beneficially  owned,  subject to
community property laws where applicable.                                       

                                                        [Enlarge/Download Table]

                                         Amount and Nature                           
                Name and Address of        of Beneficial    Percentage   Percent of  
Title of Class   Beneficial Owner           Ownership        of Class   Voting Shares
--------------   ----------------           ---------        --------   -------------
                                                                                     
Common          Glenn A. Little (1)         10,000,000         64.1%        64.1%    
                211 West Wall Street                                                 
                Midland, Texas 79701                                                 

Common          Officers, Directors and     10,000,000         64.1%        64.1%    
                Nominees as a Group:                                                 
                1 person                                                             

----------                                                                      
(1) Sole Officer and Director of the Company                                    

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NO DISSENTER'S RIGHTS                                                           

     Under Nevada Law, any dissenting stockholders are not entitled to appraisal
rights with  respect to the  Amendment,  and we will not  independently  provide
stockholders with any such right.                                               

PURPOSE AND EFFECT OF THE ACTIONS                                               

REASONS FOR THE REVERSE SPLIT OF OUR COMMON STOCK                               

     Our Board of Directors  believes that the proposed reverse stock split will
make our capital  structure more attractive to prospective  business ventures in
the event we locate one or more business opportunities. Although it is generally
expected  that a reverse  split will result in a  proportionate  increase in the
market price of the split shares, because of lack of trading in our shares there
can be no  assurance  that our Common  Stock  will  trade at a  multiple  of our
current price, or that any price increase will be sustained. If the market price
of our stock  declines  after  the  implementation  of the  reverse  split,  the
percentage  decline as an  absolute  number and as a  percentage  of our overall
market  capitalization  may be greater  than would be the case in the absence of
the reverse split.  Further,  the fact that we have no revenue and no assets may
impact our stock price and the ability to liquidate your shares.                

     In addition,  our shares are subject to Rule 15g-1  through Rule 15g-9,  of
the Securities Exchange Act of 1934 which provides,  generally, that for as long
as the bid price for the shares is less than $5.00,  they will be considered low
priced  securities under rules  promulgated  under the Exchange Act. Under these
rules,  broker-dealers  participating  in transactions in low priced  securities
must  first  deliver  a risk  disclosure  document  which  describes  the  risks
associated with such stocks, the  broker-dealer's  duties, the customer's rights
and remedies,  and certain market and other information,  and make a suitability
determination  approving the customer for low priced stock transactions based on
the  customer's  financial  situation,  investment  experience  and  objectives.
Broker-dealers  must also disclose these restrictions in writing to the customer
and obtain specific written consent of the customer, and provide monthly account
statements to the customer. Under certain circumstances, the purchaser may enjoy
the right to rescind the transaction within a certain period of time.           
 Consequently,  so long as the Common Stock is a designated  security  under the
Rule,  the ability of  broker-dealers  to effect  certain trades may be affected
adversely, thereby impeding the development of a meaningful market in the Common
Stock.  The  likely  effect  of these  restrictions  will be a  decrease  in the
willingness of broker-dealers to make a market in the stock, decreased liquidity
of the stock and  increased  transaction  costs for sales and  purchases  of the
stock as compared to other securities.                                          

     Our stock is  considered a penny stock.  A penny stock is generally a stock
that:                                                                           

-    is not listed on a national securities exchange or Nasdaq,       
-    is listed in "pink sheets" or on the NASD OTC Bulletin Board,    
-    has a price per share of less than $5.00 and                     
    -    is issued by a company with net tangible assets less than $5 million.

     The penny stock trading rules impose additional duties and responsibilities
upon broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including:                            

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-    determination of the purchaser's investment suitability,         
    -    delivery of certain information and disclosures to the purchaser, and
     -    receipt of a specific  purchase  agreement from the purchaser prior to
effecting the purchase transaction.                         

     Many broker-dealers will not effect transactions in penny stocks, except on
an unsolicited  basis, in order to avoid compliance with the penny stock trading
rules. Because our Common Stock is subject to the penny stock trading rules,    

     -    such rules may materially  limit or restrict the ability to resell our
common stock, and                                           
     -    the liquidity  typically  associated with other publicly traded equity
securities may not exist.                                   

The expected date of the Reverse Split is July 11, 2007.              

     The  possibility  exists that the  reduction  in the number of  outstanding
shares will  adversely  affect the market for our Common  Stock by reducing  the
relative  level of liquidity.  Consequently,  there can be no assurance that the
reverse  split  will  result  in a  proportionate  increase  in the value of the
shares.                                                                         

     As part of the reverse stock split,  the par value of our common stock will
remain unchanged.  While the aggregate par value of our outstanding Common Stock
will be  decreased,  our  additional  paid-in  capital  will be  increased  by a
corresponding  amount.  Therefore,  the reverse  split will not affect our total
stockholders'  equity. All share and per share information will be retroactively
adjusted to reflect the reverse  split for all periods  presented  in our future
financial reports and regulatory filings.                                       

     As a matter of regulatory  compliance,  we are sending you this Information
Statement  which  describes the purpose and effect of the actions and Amendment.
Your  consent to the  actions and  Amendment  is not  required  and is not being
solicited in connection with this action. This Information Statement is intended
to provide our stockholders information required by the rules and regulations of
the Securities Exchange Act of 1934.                                            

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.                       

                              By Order of the Board of Directors

               /s/ Glenn A. Little
                              ----------------------------------
                      Glenn A. Little, President

June 21, 2007                                                                   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		7/11/07		5
Filed on / Effective on:		6/22/07
For Period End:		6/21/07		3		5
		6/5/07		2					PRE 14C
		5/29/07		3
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