NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO
PROXIES ARE BEING SOLICITED AND
YOU
ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
GENERAL
This
Information Statement is being mailed on or about September 18, 2006 to the
holders of record as of September 15, 2006, of common stock, par value $0.001
per share ("Common Stock"), of Diagnostic Corp. of America, a corporation
organized under the laws of Delaware ("Company"). You are receiving this
Information Statement in connection with the Company's election of 2 designees
("Designees") to the Board of Directors of the Company.
On
September 15, 2006, the Company consummated a private sale of 29,100,000
shares of its Common Stock (the “Shares”) to Mr. Li Gang ("Purchaser"),
pursuant to the terms and conditions of a Subscription and Stock Purchase
Agreement, dated September 5, 2006 ("Agreement"). The aggregate purchase
price for the Shares was $560,000 or approximately $.02 per share.
As
a result
of this transaction, the Purchaser owns approximately 58% of the issued and
outstanding shares of the Company’s Common Stock.
The
Company
will utilize the proceeds from this sale to satisfy all existing indebtedness
of
the Company.
The
securities discussed above were offered and sold in reliance upon exemptions
from the registration requirements of Section 5 of the Securities Act of
1933, as amended (the “Act”), pursuant to Section 4(2) of the Act and Rule
506 promulgated thereunder.
Under
the
terms of the Subscription and Stock Purchase Agreement, James Goodman and
Michael D Rocha resigned as Officers and Directors of the Company and
Mr. Li Gang and Ms. Wang Lihua were appointed Directors in their place
and stead. Mr. Sam Winer also tendered his resignation but action thereon
was tabled in order to afford the Company the opportunity to file this Schedule
14F-1 Information Statement with the Securities and Exchange Commission, which
was required due to a change in the majority of the Board of Directors of the
Company.
Prior
to the
consummation of the transactions contemplated by the Agreement, the Majority
Shareholders were the holders of a controlling position in the issued and
outstanding voting stock of Company, beneficially owning a total of 11,001,561
shares of Company's common stock.
The
Majority Shareholders prior to closing date retained beneficial ownership of
22.04% shares of common stock after the issuance of 29,100,000
shares.
2
THE
ISSUANCE OF 29,100,000 INVESTMENT SHARES OF COMMON STOCK OF COMPANY TO LI,
GANG
PURSUANT TO THE AGREEMENT WILL RESULT IN A CHANGE IN CONTROL OF THE VOTING
SECURITIES OF COMPANY. THE CHANGE IN THE COMPOSITION OF THE BOARD OF DIRECTORS
DISCLOSED IN THIS SCHEDULE 14F-1 FILING WILL RESULT IN A CHANGE IN CONTROL
OF
THE BOARD OF DIRECTORS OF COMPANY. AS A RESULT, LI, GANG WILL CONTROL THE BOARD
OF DIRECTORS OF COMPANY.
No
action
is required by the shareholders of Company in connection with the election
or
appointment of the Designees to the Board. However, Section 14(f) of the
Securities Act of 1934, as amended ("Exchange Act"), requires the mailing to
the
Company's shareholders of this Information Statement not less than ten days
prior to the change in a majority of the Company's directors if said change
occurs without a meeting of the Company's shareholders.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING
SECURITIES OF THE COMPANY:
On
September 15, 2006, there were 49,922,871 issued and outstanding shares of
par
value $.001 Common Stock. Each share of Common Stock entitles the holder thereof
to one vote on each matter that may come before a meeting of the shareholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The
outstanding shares of Common Stock are the only class of equity securities
of
the Company currently issued and outstanding.
The
table
on the following page sets forth, as of September 15, 2006, certain information
with respect to the common stock beneficially owned by (i) each Director,
nominee and executive officer of the Company; (ii) each person who owns
beneficially more than 5% of the common stock; and (iii) all Directors, nominees
and executive officers as a group. The
percentage of shares beneficially owned is based on there having been 49,922,871
shares of Common Stock outstanding as of September 15, 2006.
All
officers and directors as a group (three persons)
29,200,000
58.5%
(1)
Includes
200,000 shares owned by Mr. Magdovitz’s spouse.
*
represents
less than 1%
3
DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS
The
following sets forth information concerning the current Directors, nominees
and
executive officers of the Company, the principal positions with the Company
held
by such persons and the date such persons became a Director, nominee or
executive officer. The Directors serve one year terms or until their successors
are elected. The Company has not had standing audit, nominating or compensation
committees or committees performing similar functions for the Board of
Directors. During the fiscal year ended December 31, 2005, the Board of
Directors held no formal meetings while Sam Winer, James Goodman and Michael
D
Rocha were the directors.
Li,Gang—
President
of the company (CEO),
Mr. Li
Gang was born in 1953. He graduated from Tianjin University with a bachelor
of
science and a master of law.
Mr. Li
was the director of the Technology Improvement Division under Liaoning
Province’s Plan and Economy Commission as well as Director of the Economy
Operation Division under Liaoning Province’s Economic and Trade Commission. From
April 1984 to July 1998, he participated in and helped to prepare the Eighth
Five-Year Plan and the Ninth Five-Year Plan regarding the technological
improvement in eight industries including energy, traffic, and other various
metallurgical industries. Mr. Gang has also helped to organize and
implement several projects in connection with technological improvements
spanning across over 500 key products, 100 major projects, 100 enterprises
and 8
industries, including the famous “115 engineering”. Thanks to Mr. Gang’s
guidance and as a result of the above-mentioned technological improvements,
the
Enterprise Technology Advancement Award was awarded to the Liaoning Provincial
Government by China’s National Technology Improvement Commission.
Mr. Li
is also an accomplished author and with several published papers and books
discussing various industry topics. His book “An Introduction to Technological
Improvement” was published by the prestigious Xinhua Publishing House. In
addition, the Liaoning Provincial Government awarded his paper titled
“Macro-indicator Review Systems in Enterprise Technology Improvement” with the
National Major Outcome prize and a second-place award in the category of
Technological Advancement.
Mr. Li
started his own company the “Liaoning Nengfa Weiye Group” in 1999 where he
currently serves as the President and Chairman. In addition, Mr. Gang
serves as the Deputy Director of the Liaoning Provincial Resource Saving and
Comprehensive Application Society. He also holds the offices of Deputy Director
for the China Energy Conservation Association and Vice Director of the Energy
Conservation Committee under the China Energy Research Association.
Wang
Lihua—Chief
Financial Officer of the company (CFO)
Ms. Wang
was born in 1960. She graduated with a Masters in Professional Accounting from
the Graduate School of the Ministry of Finance in the Peoples Republic of China.
Since
May
1996, Ms. Wang has been involved in the building of Liaoning EMC, which is
one of three EMC’s established by the World Bank. Ms. Wang is the chief
financial officer of Liaoning EMC. In August 2003, the World Bank recommended
her as the premier expert of the Chinese EMC Society.
4
EXECUTIVE
COMPENSATION:
Mr.
Li
has not received any cash compensation from the Company in the last three
years.
Ms.
Wang
has not received any cash compensation from the Company in the last three
years.
No
Directors of the Company have received compensation for their services as
Directors nor have they been reimbursed for expenses incurred in attending
Board
meetings.
The
Company may pay cash compensation to its Officers and Directors in the future,
however no final determinations have been made as of the date
hereof.
LEGAL
PROCEEDINGS:
The
Company is not aware of any legal proceedings in which any Director, nominee,
officer or affiliate of the Company, any owner of record or beneficially of
more
than five percent of any class of voting securities of the Company, or any
associate of any such Director, nominee, officer, affiliate of the Company,
or
security holder is a party adverse to the Company or any of its subsidiaries
or
has a material interest adverse to the Company or any of its
subsidiaries.
COMPLIANCE
WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT:
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's Directors
and executive officers and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and reports of changes
in ownership of the common stock and other equity securities of the Company.
Officers, Directors and greater than ten percent stockholders are required
by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. The information in this section is based solely upon a review of
Forms 3, 4 and 5 received by the Company.
The
Company is not aware of any person who at any time during the period prior
to
the quarter ended June 30, 2006 was a director, officer, or beneficial owner
of
more than ten percent of the common stock of the Company, and who failed to
file, on a timely basis, reports required by Section 16(a) of the Securities
Exchange Act of 1934 since the date the Company filed its Registration Statement
of Form 10SB with the Securities Exchange Commission.
OTHER
INFORMATION:
The
Company files periodic reports, proxy statements and other documents with the
Securities and Exchange Commission. You may obtain a copy of these reports
by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
