This
Information Statement is furnished by the Board of Directors of Intrepid
Holdings, Inc, a Nevada corporation (the “Company”), to holders of record of the
Company’s common stock, $0.001 par value per share, at the close of business on
February 12th, 2008, pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of this
Information Statement is to inform the Company’s stockholders of certain action
taken by the written consent of the holders of a majority of the Company’s
voting stock, dated as of February 5, 2008. This Information Statement shall
be
considered the notice required under the Nevada General Corporation
Law.
The
action taken by the Company’s stockholders will not become effective until at
least 20 days after the initial mailing of this Information
Statement.
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.
Intrepid
Holdings, Inc. (the “Company”) is a Nevada corporation with its principal
executive offices located at 1240 Blalock Road, Suite 110, Houston, TX,
77055. This Information Statement is being sent to the Company’s
stockholders by the Board of Directors to notify them about action that the
holders of a majority of the Company’s outstanding voting capital stock have
taken by written consent, in lieu of a special meeting of the
stockholders. The action was taken on February 5, 2008, and will be
effective approximately 20 days after the mailing of this Information
Statement.
General
Information
This
Information Statement is being mailed on or about February 18, 2008 to all
shareholders of record of Intrepid Holdings, Inc. as of February 12,2008. It is being furnished in connection with the following actions,
which were approved by the unanimous consent of our board of directors and
the
written consent of shareholders owning in excess of 51% of the outstanding
shares of the Company’s Common Stock:
·
the
amendment of Article I of the Company’s Articles of Incorporation to
effect a reverse stock split of the Company’s issued and outstanding
shares of Common Stock at the ratio of 10 for 1; and
The
board
of directors approved these actions on February 1, 2008, and recommended to
the
shareholders that they approve the actions. The majority shareholders approved
these actions pursuant to a written consent to action dated February 5,2008.
The
record date established by the board of directors for purposes of determining
the number of outstanding shares of voting capital stock was February 12, 2008
(the “Record Date”). As of the Record Date, there were 98,173,489
shares of Common Stock issued and outstanding. The Common Stock constitutes
the
only outstanding class of voting securities. Each share of Common
Stock entitles the holder to one (1) vote on all matters submitted to the
shareholders.
In
order
to eliminate the costs and management time involved in holding a special meeting
and in order to effect the proposals as early as possible, the board of
directors voted to utilize the written consent of our
shareholders.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the action
will not be adopted until a date at least 20 days after the date on which this
Information Statement has been mailed to the stockholders. The
Company anticipates that the actions contemplated herein will be effected on
or
about March 15, 2008.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
APPROVAL
REQUIREMENTS;
NEVADA LAW
Section
78.390 of the Nevada General Corporation Law (the “NGCL”) provides that every
amendment to the Company’s Articles of Incorporation shall first be adopted by
the resolution of the Board of Directors and then be subject to the approval
of
the holders of at least a majority of the shares of voting stock entitled to
vote on any such amendment. Section 78.320 of the NGCL provides that, unless
otherwise provided in the Company’s Articles of Incorporation or the bylaws, 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
thereto is signed by stockholders holding at least a majority of the voting
power. Neither the Company’s Articles of Incorporation nor its By-Laws prohibit
the taking of action by its Board of Directors by written consent. In order
to
eliminate the costs and management time involved in holding a special meeting
and in order to effect the Capital Increase Amendment described herein as early
as possible in order to accomplish the purposes as hereafter described, the
Company’s Board of Directors obtained the written consent to such amendments of
the holders of a majority in the interest of the Company’s voting stock, which
voting stock is comprised of the Common Stock and the Series A Preferred Stock.
Section 78.320 of the NCGL provides that in no instance where action is
authorized by written consent need a meeting of stockholders be called or notice
given.
The
Company currently has authorized capital stock of 100,000,000 shares of which
98,173,489 shares of Common Stock are outstanding as of the Record
Date. Pursuant to the reverse stock split, the 98,173,489 shares of
Common Stock outstanding (the “Old Shares”) would be automatically converted
into approximately 9,817,348 shares of common stock (the “New
Shares”).
Reasons
for the Change in Par Value of Common Stock
The
Company believes that if it is successful in maintaining a higher stock price,
the stock will generate greater interest among professional investors and
institutions. If the Company is successful in generating interest
among such entities, it is anticipated that the shares of its common stock
would
have greater liquidity and a stronger investor base. No assurance can
be given, however, that the market price of the New Shares will rise in
proportion to the reduction in the number of outstanding shares resulting from
the reverse stock split. The New Shares issued pursuant to the
reverse stock split will be fully paid and non-assessable. All New
Shares will have the same par value, voting rights and other rights as Old
Shares.
Additional
Information
The
1 for
10 reverse stock split is being effectuated by reducing the number of
issued and outstanding shares at the ratio of 10 for 1. The authorized
number of shares of common stock shall not be impacted by the reverse stock
split. Accordingly, as a result of the reverse stock split, the
Company will have approximately 91,000,000 authorized unissued shares, which
shares may be issued in connection with acquisitions or subsequent financings.
There can be no assurance that the Company will be successful in making any
such
acquisitions or obtaining any such financings. In addition, the
reverse stock split has potentially dilutive effects on each of the
shareholders. Each of the shareholders may be diluted to the extent
that any of the authorized but unissued shares are subsequently
issued.
The
reverse stock split will not alter any shareholder's percentage interest in
the
Company’s equity, except to the extent that the reverse stock split results in
any of the Company’s shareholders owning a fractional share. No
fractional shares shall be issued. In lieu of issuing fractional
shares, the Company will issue to any stockholder who otherwise would have
been
entitled to receive a fractional share as a result of the reverse stock split
an
additional full share of its Common Stock.
In
addition, commencing with the effective date of the reverse stock split, all
outstanding options, warrants and convertible securities entitling the holders
thereof to purchase shares of the Company’s common stock will entitle such
holders to receive, upon exercise of their options, warrants or convertible
securities 1/10 of the number of shares of the Company’s common stock which such
holders may purchase upon exercise of their options. In addition,
commencing on the effective date of the reverse stock split, the exercise price
of all outstanding options, warrants or convertible securities will be increased
by a multiple of 10.
Under
the
Nevada General
Corporation Law, the state in which the Company is incorporated, the reverse
stock split does not require the Company to provide dissenting shareholders
with
a right of appraisal and the Company will not provide shareholders with such
right.
Certain
Federal Income Tax Consequences
The
following summary of material U.S. federal income tax consequences of the
reverse stock split does not purport to be a complete discussion of all of
the
possible federal income tax consequences. Further, it does not
address any state, local, foreign or other income tax consequences, nor does
it
address the tax consequences to stockholders that are subject to special tax
rules, such as stockholders subject to the alternative minimum tax, banks,
insurance companies, regulated investment companies, personal holding companies,
foreign entities, nonresident alien individuals, certain U.S. expatriates,
broker-dealers, tax-exempt entities, retirement plans, pass-through entities
(including partnerships and entities and arrangements classified as partnerships
for U.S. federal income tax purposes) and beneficial owners of such pass-through
entities.
The
discussion is based on the United States federal income tax laws as of the
date
of this Information Statement. Such laws are subject to change
retroactively, as well as prospectively. This summary also assumes that the
shares of common stock are held as “capital assets,” as defined in the Internal
Revenue Code of 1986, as amended (generally, property held for
investment). The tax treatment of a stockholder may vary depending on
the facts and circumstances of such stockholder.
Each
stockholder is urged to consult with such stockholder’s tax advisor with respect
to the particular tax consequences of our reverse stock split.
No
gain
or loss will be recognized by a stockholder as a result of the reverse stock
split. The aggregate tax basis of the shares received in the reverse
stock split will be the same as the stockholder’s aggregate tax basis in the
shares surrendered as a result of the reverse stock split. The stockholder’s
holding period for the shares received in the reverse stock split will include
the period during which the stockholder held the shares surrendered as a result
of the reverse stock split.
We
have
not sought any ruling from the Internal Revenue Service or an opinion of counsel
with respect to the statements made and the conclusions reached in this
summary. Our views regarding the tax consequences of the reverse
stock split are not binding upon the Internal Revenue Service or the courts,
and
there is no assurance that the Internal Revenue Service or the courts would
accept the positions expressed above. The state and local tax
consequences of the reverse stock split may vary significantly as to each
stockholder, depending on the state in which such stockholder
resides.
The
Company believes that changing the corporate name will more clearly convey
to
stockholders and investors the Company’s renewed focus on its My Healthy Access
mini-health clinics. The Company currently owns and operates six My
Healthy Access clinics located in Houston area Wal-Mart
Supercenters.
The
Directors and Executive Officers of the Company and certain information
concerning them are set forth below as of December 31, 2007:
Name
Position
Age
Eddie
Austin, Jr.
Chairman/CEO
57
Principal
Financial Officer
Mr.
Eddie Austin, Jr. has served as
Chairman and CEO of Intrepid Holdings since November 13, 2007. Mr. Austin
joined the Board of Directors in November 2007, for a term of one year or until
such time as a successor is elected by our shareholders. For the past 15 years
Mr. Austin has managed a successful, multi-dimensional law practice in
Lake Charles,
La. Additionally,
Mr. Austin has
been involved in various private and public business ventures. Mr.
Austin received his undergraduate degree from McNeese State University
in
1975 and juris doctorate from
Louisiana State University
in
1989.
SIGNIFICANT
EMPLOYEES
We
do not
have any significant employee who is not an executive officer but who is
expected to make a significant contribution to the business.
FAMILY
RELATIONSHIPS
There
are
no family relationships among directors, executive officers, or persons
nominated or chosen to become directors or executive officers.
BOARD
OF DIRECTORS
Mr.
Austin is currently our sole Director and Officer. The Board of
Directors does not currently have any committees, which we believe is adequate
based on the size of our business.
DIRECTOR
COMPENSATION
Directors
are not compensated for any services provided as a director; however, our
directors are entitled to be reimbursed for expenses incurred for attendance
at
meetings of the board.
COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Based
solely upon review of Forms 3, 4, and 5 furnished to us during the most recent
fiscal year, we believe that all persons required to file reports pursuant
to
Section 16(a) of the Exchange Act have done so in a timely manner.
Section
16(a) of the Securities Exchange Act of 1934 requires our Directors and
Executive Officers, and persons who own beneficially more than ten percent
of
our common stock, to file reports of their stock ownership and changes of their
stock ownership with the Securities and Exchange Commission. Based solely on
the
reports we have received and on written representations from certain reporting
persons, we believe that the directors, executive officers, and our greater
than
ten percent beneficial owners have complied with all applicable filing
requirements for the fiscal year ended December 31, 2006.
CODE
OF ETHICS
Our
Board
of Directors has discussed the adoption of a code of business conduct and ethics
for directors, officers and employees but has not yet adopted a Code of
Ethics. It is anticipated that the Board of Directors will adopt a
Code of Ethics in the near future. Upon adoption of a Code of Ethics,
we will comply with all SEC reporting requirements.
EXECUTIVE
COMPENSATION
The
following table sets forth, for the period year ended December 31, 2006 and
the
period from Inception, April 27, 2005 to December 31, 2006 all compensation
awarded to, earned by or paid to all individuals serving as the Company's Chief
Executive Officer and President or acting in a similar capacity and all Officers
of the Company who earned more than $100,000 annually.
SUMMARY
COMPENSATION TABLE
Name
and
Principal
Position
Year
Salary
Other
Compensation
Securities
Underlying Options
Maurice
Stone
(4)
2006
$
30,000
(1)
$
113,750
(2)
500,000
Chairman
& CEO
2005
--
--
--
Toney
E Means
(5)
2006
$
83,750
$
127,500
(3)
1,000,000
President
2005
$
31,250
--
--
(1)
Mr.
Stone began drawing a annual salary of $120,000 in October 2006.
(2)
Represents
the issuance to Mr. Stone in December 2006 of 325,000 shares of common
stock.
(3)
Represents
the issuance to Mr. Means in December 2006 of 400,000 shares of common
stock.
(4)
Mr.
Stone resigned as the Company’s CEO effective as of November 13,2007. At such time his employment agreement was
terminated. No accrued salary is due or payable to Mr. Stone.
(5)
Mr.
Means resigned as the Company’s President effective as of November 13,2007. At such time his employment agreement was
terminated. No accrued salary is due or payable to Mr. Means.
In
accordance with the rules of the SEC, other compensation in the form of
perquisites and other personal benefits has been omitted for the named executive
officers because the aggregate amount of these perquisites and other personal
benefits was less than the lesser of $50,000 or 10% of annual salary and bonuses
for the named executive officers.
EMPLOYMENT
AGREEMENTS
We
do not
currently have any employment agreements.
SECURITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of February 5, 2008 with
respect to the beneficial ownership of shares of the Company’s common stock by
(i) each person known to us who owns beneficially more than 5% of the
outstanding shares of the Company’s common stock, (ii) each of our Directors,
(iii) each of our Executive Officers and (iv) all of our Executive Officers
and
Directors as a group. Unless otherwise indicated, each stockholder has sole
voting and investment power with respect to the shares shown. As of
February 5, 2008, there were 98,173,489 shares of the Company’s common stock
issued and outstanding.
All
Officers and Directors as a group (total of 1)
2,895,380
2.94%
(1)
Under
Rule 13d-3 promulgated under the Exchange Act, a beneficial owner
of a
security includes any person who, directly or indirectly, through
any
contract, arrangement, understanding, relationship, or otherwise
has or
shares: (i) voting power, which includes the power to vote, or
to direct
the voting of shares; and (ii) investment power, which includes
the power
to dispose or direct the disposition of shares. Certain shares
may be
deemed to be beneficially owned by more than one person (if, for
example,
persons share the power to vote or the power to dispose of the
shares). In
addition, shares are deemed to be beneficially owned by a person
if the
person has the right to acquire the shares (for example, upon exercise
of
an option) within 60 days of the date as of which the information
is
provided. In computing the percentage ownership of any person,
the amount
of shares is deemed to include the amount of shares beneficially
owned by
such person (and only such person) by reason of these acquisition
rights.
As a result, the percentage of outstanding shares of any person
as shown
in this table does not necessarily reflect the person’s actual ownership
or voting power with respect to the number of shares of common
stock
actually outstanding on February 5, 2008.
RISK
FACTORS
Factors
That May Impact Our
Business
We
operate in a dynamic and rapidly changing business environment that involves
many risks and uncertainties. Following we discuss the factors that
could cause, or contribute to causing, actual results to differ materially
from
what we expect or from any historical patterns or trends. These risks include
those that we consider to be significant to your decision whether to invest
in
our common stock at this time. There may be risks that you view differently
than
we do, and there are other risks and uncertainties that we do not presently
know
of or that we currently deem immaterial, but that may, in fact, harm our
business in the future. If any of these events occur, our business, results
of
operations and financial condition could be seriously harmed, the trading price
of our common stock could decline and you may lose part or all of your
investment.
Our
limited operating history makes it difficult to evaluate our prospects and
the
merits of investing in our Common Stock.
We
have
only recently entered the mail order, central fill and electronic prescription
business as a pharmacy company and have only a very limited history of operating
retail heath clinics upon which you can evaluate our business. We are
wholly dependent on continued financing from our existing shareholders and
other
non-related entities to sustain our operations and to carry out our business
strategy. There can be no assurance that we will achieve our business
objectives or that our proposed plan of business can be developed in the manner
contemplated. You must consider our prospects in light of the risks,
expenses and challenges we might encounter because we are at an early stage
of
development in new and developing markets. We may not successfully
address these risks, and our business strategy may not prove
successful. If not, investors may lose all or substantially all of
their investment.
We
recorded only $1,066,000 in revenues since our inception, we have a large
accumulated deficit, we expect future losses and we may not achieve or maintain
profitability.
Since
the
inception of our operations, as currently constituted, through September 30,2007, we have recorded only $1,204,000 in revenues. As a result, we will need
to
significantly increase the revenues we receive from sales of our services in
order to achieve profitability. Since the inception of our
operations, as currently constituted, we have incurred substantial losses in
funding the growth of our organizational resources and other activities. As
of
September 30, 2007, we had an accumulated deficit of
$11.4 million.
We
expect
that our expenses will continue to increase significantly as we, among other
things:
·
increase
deployment of our mail-order and clinic pharmacy services;
·
launch
mini-clinics for episodic care;
·
increase
our infrastructure and headcount in order to support our anticipated
growth; and
·
expand
our national marketing, advertising and sales activities.
We
may
not generate a sufficient level of revenues to offset these expenditures, and
we
may be unable to adjust spending in a timely manner to respond to any failure
to
increase our revenues. Even if we do achieve profitability, we may not be able
to sustain or increase profitability.
We
expect our future financial results to fluctuate significantly, and a failure
to
increase our revenues or achieve profitability may disappoint investors and
result in a decline in our stock price.
Because
of our limited operating history, we do not have meaningful historical
information to predict demand for our services, and trends that may emerge,
in
our target markets. Moreover, because most of our expenses, such as
employee compensation and lease payment obligations, are relatively fixed in
the
short term, we may be unable to adjust spending quickly enough to offset any
unexpected shortfall in revenue growth or any decrease in revenue levels in
any
particular period. As a result, it is likely that in some future quarters or
years, our operating results will fall well below the expectations of investors,
causing our share price to decline. Furthermore, we expect our future quarterly
and annual operating results to fluctuate significantly as we attempt to expand
our service offerings in our target markets. Our revenues, gross margins and
operating results are difficult to forecast and may
vary
significantly from period to period due to a number of factors, many of which
are not in our control. These factors include:
·
market
acceptance of our recently launched services, sales and marketing
efforts
and pricing changes by our competitors;
·
level
of long-term demand for electronic prescription fulfillment;
·
level
of demand and revenue generated by each of our proposed mini health
clinics;
·
amount
and timing of expenditures needed to open our proposed mini health
clinics;
·
number
of new contracts we obtain to provide pharmacy benefits management
services, and our relative performance under each such contract;
·
our
ability to expand our operations, and amount and timing of related
expenditures;
·
our
ability to successfully expand our national marketing, advertising
and
sales activities;
·
our
ability to successfully recruit, hire and retain key employees, especially
nurses to work in our mini health clinics; and
·
general
economic conditions affecting our industry.
Our
financial condition and results of operations will depend on our ability to
manage future growth effectively.
Our
strategy calls for our business to grow significantly in the years ahead. Our
ability to sustain continued growth depends on our ability to identify and
evaluate, and our ability to finance and invest in, future pharmacy industry
opportunities that arise in the market place. Accomplishing such a result is
largely a function of our management’s ability to stay focused and alerted to
movements and legislation within the pharmacy and related
industries. Any failure to manage effectively our future growth could
have a material adverse effect on our business, financial condition and results
of operations.
We
rely, and will continue to rely, heavily on key relationships with third-parties
to achieve our business objectives; the failure to maintain these relationships
or the failure to produce the anticipated results from any of these
relationships could have a material adverse impact on our business, financial
condition and results of operations.
In
order
to better market our services and implement our existing agreements, we are
collaborating with companies and organizations such as McKesson, Wal-Mart,
the
National Black Chamber of Commerce and VipMedRx. The failure to
maintain these relationships or to produce the anticipated results under the
current agreements with any of these parties could have a material adverse
impact on our business, financial condition and results of
operations. For instance, we are counting on McKesson and Wal-Mart to
assist us in bidding on large governmental and commercial contracts as they
come
up for renewal, and if either McKesson or Wal-Mart choose not to assist us
in
these efforts, our ability to bid on and win such contracts will be severely
impaired.
To
date our experience in opening and operating health clinics inside Wal-Mart
Supercenters has met with limited success; given that our business model is
relatively new in the industry there is little historical market data supporting
our belief that our model will be successful.
An
absolutely critical component of our business strategy calls for us to open
and
operate mini health clinics located in Wal-Mart Supercenters. There
can be no assurance that these clinics will ultimately be
successful. Moreover, there can be no assurance that we will be able
to open any additional clinics with Wal-Mart or with anyone else. If
the mini health clinic component of our business strategy is unsuccessful,
our
business, financial condition and results of operations will be severely
impaired.
We
operate in a competitive market for prescription fulfillment and face
competitors with greater resources, which may make it more difficult for us
to
achieve any significant market penetration.
The
markets that we serve, and intend to serve, are rapidly evolving and competition
in each is intense and is expected to increase significantly in the
future. Most of the companies that we compete against have built
large and established businesses and have much greater financial and human
resources. Some of these competitors include: Omnicare, PharMerica,
NeighborCare, Kindred Pharmacy Services, WalGreens, CVS, Express Scripts, Medco,
Caremark and National Medical Health Card. While we believe that we
are positioned well within our targeted markets, the Company’s relative position
in the overall industry is small. There can be no assurance that we
will be able to similarly build such successful businesses or offer services
that are competitive with our competitor’s service offerings. Because
most of our competitors have substantially greater resources than we do, they
may, among other things, be able to undertake more aggressive marketing and
pricing strategies, obtain more favorable pricing from vendors and make more
attractive offers to strategic partners than we can. Therefore, we may not
be
able to successfully compete against numerous companies in our target
markets.
Changes
in the United States healthcare environment could have a material negative
impact on our revenues and net income.
Our
current and planned services are intended to function within the structure
of
the healthcare financing and reimbursement system currently being used in the
United States. In recent years, the healthcare industry has changed
significantly in an effort to reduce costs. These changes include increased
use
of managed care and cuts in Medicare and Medicaid reimbursement
levels. We expect the healthcare industry to continue to change
significantly in the future. Some of these changes, such as adverse changes
in
government funding of healthcare services, legislation or regulations governing
the privacy of patient information, or the delivery or pricing of
pharmaceuticals and healthcare services or mandated benefits, may cause
healthcare participants to greatly reduce the amount of our services they
purchase or the price they are willing to pay for our services.
Changes
in laws or regulations that govern us could have a material adverse impact
on
our operations.
We
are
regulated by the Drug Enforcement Agency, various State Boards of Pharmacy
and
the Securities and Exchange Commission. Changes in the laws or regulations
that
govern us may significantly affect our business. These laws and
regulations may be changed from time to time, and interpretations of the
relevant laws and regulations are also subject to change. For
instance, we are subject to extensive and frequently changing local, state
and
federal laws and regulations relating to healthcare fraud. The federal
government continues to strengthen its position and scrutiny over practices
involving healthcare fraud affecting the Medicare, Medicaid and other government
healthcare programs. Furthermore, our relationships with pharmaceutical
distributors and healthcare providers subject our business to laws and
regulations on fraud and abuse. Many of the regulations applicable to us are
vague or indefinite and have not been interpreted by the courts. They may be
interpreted or applied by a prosecutorial, regulatory or judicial authority
in a
manner that could require us to make changes in our operations. If we fail
to
comply with applicable laws and regulations, we could suffer civil and criminal
penalties, including the loss of licenses or our ability to participate in
Medicare, Medicaid and other federal and state healthcare programs.
New
and potential federal regulations relating to patient confidentiality and format
and data content standards could impose significant unforeseen liabilities
on
us.
State
and
federal laws regulate the confidentiality of patient records and the
circumstances under which those records may be released. These regulations
govern both the disclosure and use of confidential patient medical record
information and will require the users of such information to implement
specified security measures. Regulations currently in place governing electronic
health data transmissions continue to evolve and are often unclear and difficult
to apply. For instance, the Health Insurance Portability and Accountability
Act
of 1996 (“HIPAA”) requires national standards for some types of electronic
health information transactions and the data elements used in those
transactions, security standards to ensure the integrity and confidentiality
of
health information and standards to protect the privacy of individually
identifiable health information. The evolving HIPAA-related laws or regulations
could restrict the ability of for us to obtain, use or disseminate patient
information. Additionally, we may need to expend additional capital and other
resources to develop and maintain policies, procedures and general business
practices to address evolving data security and privacy issues. Our
failure to consistently comply with these laws and regulations could result
in
significant liability to the Company.
Investors
may have a difficult time reselling our Common Stock.
Our
Common Stock is thinly traded on the O-T-C Bulletin Board Market under the
symbol “ITPD.OB.” There can be no assurance that a more active market
will develop for our Common Stock. Thus, investors may not be able to
resell our Common Stock at the particular times or prices desired, if at
all.
Concentration
of ownership among our existing management, directors and principal stockholders
may prevent new investors from influencing significant corporate
decisions.
Our
management, directors and principal stockholders beneficially own, in total,
approximately 23% of our outstanding Common Stock. As a result, these
stockholders, acting together, will have the ability to exert substantial
influence over all matters requiring approval by our stockholders, including
the
election and removal of directors and any proposed merger, consolidation or
sale
of all or substantially all of our assets and other corporate
transactions.
They
could disproportionately influence the management of our business and affairs.
This concentration of control could disadvantage other stockholders with
interests different from those of our management, directors and principal
stockholders. For example, our management, directors and principal stockholders
may be able to delay or prevent an acquisition or merger even if the transaction
would benefit other stockholders. In addition, this concentration of share
ownership may adversely affect the trading price for our Common Stock because
investors often perceive disadvantages in owning stock in companies with
controlling stockholders.
Our
articles of incorporation, bylaws and Nevada law contain provisions that may
have the effect of discouraging, delaying or making more difficult a change
in
control and preventing the removal of incumbent directors. The existence of
these provisions may negatively impact the price of our stock and may discourage
third-party bids. These provisions may reduce any premiums over market price
paid to our stockholders for their shares of our stock. Furthermore, we are
subject to provisions that govern business combinations with interested
stockholders that also could have the effect of delaying or preventing a change
in control.
We
do not intend to pay dividends on our Common Stock.
We
have
never declared or paid any cash dividend on our capital stock. We currently
intend to retain any future earnings for funding growth and, therefore, do
not
expect to pay any dividends in the foreseeable future.
Other
Information
The
following documents as filed with the Commission by the Company are incorporated
herein by reference:
The
Company is making the mailing and will bear the costs associated therewith.
There will be no solicitations made. The Company will reimburse banks, brokerage
firms, other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending the Information Statement to beneficial owners of the
Company’s Common Stock.
Stockholder
Proposals
The
Company’s Board of Directors has not yet determined the date on which the next
annual meeting of stockholders will be held. Any proposal by a stockholder
intended to be presented at the Company’s next annual meeting of stockholders
must be received at the Company’s offices a reasonable amount of time prior to
the date on which the information or proxy statement for that meeting is mailed
to stockholders in order to be included in the Company’s information or proxy
statement relating to that meeting.
Forward-Looking
Statements and Information
This
Information Statement includes forward-looking statements within the meaning
of
Section 27A of the Securities Act and Section 21E of the Exchange Act.
You can identify our forward-looking statements by the words “expects,”“projects,”“believes,”“anticipates,”“intends,”“plans,”“predicts,”“estimates” and similar expressions.
The
forward-looking statements are based on management’s current expectations,
estimates and projections about us. The Company cautions you that these
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that we cannot predict. In addition, the Company
has based many of these forward-looking statements on assumptions about future
events that may prove to be inaccurate. Accordingly, actual outcomes and results
may differ materially from what the Company has expressed or forecast in the
forward-looking statements.
You
should rely only on the information the Company has provided in this Information
Statement. The Company has not authorized any person to provide information
other than that provided herein. The Company has not authorized anyone 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
the date on the front of the document.
Where
You Can Find More Information About the Company
The
Company files annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials that the Company
files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You can obtain information about the operation of the
SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with
the
SEC, which you can access over the Internet at http://www.sec.gov. Copies of
these materials may also be obtained by mail from the Public Reference Section
of the SEC, 100 F Street, N.E., Washington, D.C. 20549 at prescribed
rates.
We
have not authorized anyone to provide you with information that is different
from what is contained in this Information Statement. This
Information Statement is dated February *, 2008.
You
should not assume that the information contained in this Information Statement
is accurate as of any date other than that date (or as of an earlier date if
so
indicated in this Information Statement).
CONCLUSION
As
a
matter of regulatory compliance, we are sending you this Information Statement
which describes the purpose and effect of the amendments to the Company’s
Articles of Incorporation. Your consent to the amendments to the Company’s
Articles of Incorporation is not required and is not being solicited in
connection with this action. This Information Statement is intended to provide
our shareholders information required by the rules and regulations of the
Securities Exchange Act of 1934.
By
Order of the Board of Directors;
/s/
Eddie Austin,
Jr.
Eddie
Austin, Jr.
Dates Referenced Herein and Documents Incorporated by Reference
