Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[
__ ]
Definitive
Information Statement
YAFARM
TECHNOLOGIES, INC.
(Name of
Registrant as Specified In Its Charter)
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:
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:
[ __ ]
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.
To: The
holders of the Common Stock of YaFarm Technologies, Inc.
Re: Action by Written Consent in
Lieu of Meeting of Stockholders
This Information Statement is furnished
by the Board of Directors of YaFarm Technologies, Inc., a Delaware 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 June 13, 2008. The
purpose of this Information Statement is to inform the Company’s stockholders of
a certain action taken by the written consent of the holders of a majority of
the Company’s common stock, dated as of June 13, 2008. This
information statement shall be considered the notice required under Section
228(e) of the Delaware General Corporation Law.
The action taken by the Company’s
stockholders will become effective shortly before or after the consummation of
an acquisition or merger with a future, as yet unidentified, company or
companies, and is more fully described in the Information Statement
accompanying this Notice.
This is not a notice of a special
meeting of stockholders and no stockholder meeting will be held to consider any
matter that will be described herein.
By
Order of the Board of Directors
/s/ Zhiguang
Zhang
Zhiguang
Zhang, CEO
June
[__], 2008
East
Brunswick, NJ
2
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION
STATEMENT
INTRODUCTION
This Information Statement is being
mailed or otherwise furnished to the holders of common stock, $0.001 par value
per share (the “Common Stock”) of YaFarm Technologies, Inc., a Delaware
corporation (the “Company”) by the Board of Directors
to notify them about a certain action that the holders of a majority of the
Company’s outstanding Common Stock have taken by written consent, in lieu of a
special meeting of the stockholders. The action was taken on June 12,2008.
Copies of this Information Statement
are first being sent on or before July 1, 2008 to the holders of record on June13, 2008 of the outstanding shares of the Company’s Common Stock.
General
Information
Stockholders of the Company owning a
majority of the Company’s outstanding Common Stock have approved the following
action (the “Action”) by written consent dated June 12, 2008, in lieu of a
special meeting of the stockholders:
1.
The
prospective amendment to the Certificate of Incorporation of the Company
to effectuate a 1-for-4 reverse stock split of the issued and outstanding
shares of Common Stock.
The Company anticipates that the Action
will become effective shortly before or after the consummation of an acquisition
or merger with a future, as yet unidentified, company or companies.
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.
Dissenters’
Right of Appraisal
No dissenters’ or appraisal rights
under the Delaware General Corporation Law are afforded to the Company’s
stockholders as a result of the approval of the Action.
Vote
Required
The vote which was required to approve
the above Action was the affirmative vote of the holders of a majority of the
Company’s voting stock. Each holder of Common Stock is entitled to
one (1) vote for each share of Common Stock held.
The record date for purposes of
determining the number of outstanding shares of voting stock of the Company, and
for determining stockholders entitled to vote, was the close of business on June13, 2008 (the “Record Date”). As of the Record Date, the Common Stock
was the Company’s only issued and outstanding class of voting
stock. As of the Record Date, the Company had outstanding 10,000,000
shares of Common Stock. Holders of the Common Stock have no
preemptive rights. All outstanding shares are fully paid and
nonassessable. The transfer agent for the Common Stock is Island
Stock Transfer, 100 2nd Avenue South, Suite 705S, St. Petersburg,
FL33701, telephone no.: (727) 289-0010.
3
Vote
Obtained - Title 8 Section 228 of the Delaware General Corporation
Law
Section
228 of the Delaware General Corporation Law provides that any action required to
be taken at any annual or special meeting of stockholders of a corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.
In order to eliminate the costs and
management time involved in soliciting and obtaining proxies to approve the
Actions and in order to effectuate the Actions as early as possible in order to
accomplish the purposes of the Company as hereafter described, the Board of
Directors of the Company voted to utilize, and did in fact obtain, the written
consent of the holders of a majority of the voting power of the
Company. The consenting shareholders and their respective approximate
ownership percentage of the voting stock of the Company, which total in the
aggregate 58.7% of the outstanding voting stock, are as
follows: Columbia China Capital Group, Inc. (53.7%) and Zhiguang
Zhang (5.0%).
Pursuant to Section 228(e) of the
Delaware General Corporation Law, the Company is required to provide prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent to those stockholders who have not consented in
writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting. This Information Statement is
intended to provide such notice.
ACTION
AMENDMENT
TO EFFECTUATE REVERSE STOCK SPLIT
General
On June 12, 2008, the Board of
Directors of the Company approved, declared it advisable and in the Company’s
best interest and directed that there be submitted to the holders of a majority
of the Company’s Common Stock for approval, the prospective amendment to the
Company’s Articles of Incorporation to effectuate a 1-for-4 reverse stock split
of the issued and outstanding shares of Common Stock of the Company (the
“Reverse Split Amendment”). Fractional shares will be rounded up to
the next whole share. On June 13, 2008, the Majority Stockholders
approved the Reverse Split Amendment by written consent, in lieu of a special
meeting of the stockholders.
Reasons
for the Reverse Split Amendment
The Board of Directors of the Company
and the Majority Stockholders believe that it is advisable and in the Company’s
best interest to effectuate a 1-for-4 reverse stock split of the issued and
outstanding shares of Common Stock (the “Reverse Split”) to attract additional
capital and to reduce the time involved and provide the Company with flexibility
with respect to creating an optimal capital structure to complete an acquisition
or merger with a future, as yet unidentified, company or companies.
some
investors are reluctant to purchase lower priced
securities;
·
brokerage
firms are generally reluctant to recommend lower priced securities to
their clients; and
·
most
investment funds are reluctant to invest in lower priced securities;
moreover, many funds are not permitted by their investment guidelines to
invest in lower priced securities;
·
investors
may also be dissuaded from purchasing lower priced securities because the
brokerage commissions, as a percentage of the total transaction, tend to
be higher for such stocks; and
·
lower
priced securities attract less research analyst coverage than higher
priced securities.
Fractional
Shares. The Company will not issue fractional shares in
connection with the Reverse Split. Instead, any fractional share that
results from the Reverse Split will be rounded up to the next whole
share. The Company is doing this to avoid the expense and
inconvenience of issuing and transferring fractional shares of the Company’s
Common Stock as a result of the stock split. The shares issued upon
such rounding do not represent separately bargained for
consideration.
The number of shares of Common Stock
underlying any stock options would be divided by four for each award (with any
fractional amount disregarded) and the exercise price per share would be
increased by multiplying by four.
There will be no change to the number
of authorized shares of our Common Stock or preferred stock as a result of the
Reverse Split.
The following table summarizes the
principle effects of the Reverse Split on the Company’s (1) authorized
Common Stock, (2) issued and outstanding Common Stock, and (3) authorized but
unissued Common Stock:
Pre-Reverse
Post-Reverse*
Common
Shares
Authorized
100,000,000
100,000,000
Issued and
Outstanding
10,000,000
2,500,000
Authorized but
Unissued
90,000,000
97,500,000
*Assumes
a Reverse Split of 4 pre-reverse shares for 1 post-reverse share.
Potential Anti-Takeover Effects of
the Reverse Split. The implementation of the Reverse Split
will have the effect of increasing the proportion of unissued authorized shares
to issued shares. Under certain circumstances this may have an anti-takeover
effect. These authorized but unissued shares could be used by the
Company to oppose a hostile takeover attempt or to delay or prevent a change of
control or changes in or removal of the Board of Directors, including a
transaction that may be favored by a majority of our shareholders or in which
our shareholders might receive a premium for their shares over then-current
market prices or benefit in some other manner. For example, without
further stockholder approval, the Board of Directors could issue and sell
shares, thereby diluting the stock ownership of a person seeking to effect a
change in the composition of our Board of Directors or to propose or complete a
tender offer or business combination involving us and potentially strategically
placing shares with purchasers who would oppose such a change in the Board of
Directors or such a transaction.
6
In
addition, the Delaware General Corporation Law prohibits certain mergers,
consolidations, sales of assets or similar transactions between a corporation on
the one hand and another company which is, or is an affiliate of, a beneficial
holder of 15% or more of that corporation’s voting power (defined as an
“Interested Stockholder”) for three years after the acquisition of the voting
power, unless the acquisition of the voting power was approved beforehand by the
corporation’s board of directors or the transaction is approved by a majority of
such corporation’s shareholders (excluding the Interested
Stockholder). These provisions prohibiting Interested Stockholder
transactions could also preserve management’s control of the
Company.
Although an increased proportion of
unissued authorized shares to issued shares could, under certain circumstances,
have a potential anti-takeover effect, the proposed Reverse Split Amendment is
not in response to any effort of which we are aware to accumulate the shares of
our Common Stock or obtain control of the Company. There are no plans
or proposals to adopt other provisions or enter into other arrangements that may
have material anti-takeover consequences.
The Board
of Directors does not intend to use the consolidation as a part of or first step
in a “going private” transaction pursuant to Rule 13e-3 under the Securities
Exchange Act of 1934, as amended. Moreover, we are currently not
engaged in any negotiations or otherwise have no specific plans to use the
additional authorized shares for any acquisition, merger or
consolidation.
THIS
SUMMARY IS NOT INTENDED AS TAX ADVICE TO ANY PARTICULAR PERSON. IN
PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE
SHARES OF COMMON STOCK ARE HELD AS “CAPITAL ASSETS” AS DEFINED IN THE CODE, AND
DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY’S
STOCKHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS
WHO MAY BE SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH
AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES,
FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES
NOT ADDRESS ANY CONSEQUENCES OF THE REVERSE SPLIT UNDER ANY STATE,
LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF
THE REVERSE SPLIT MAY VARY AS TO EACH STOCKHOLDER DEPENDING ON
THE STATE IN WHICH SUCH STOCKHOLDER RESIDES.
Many stockholders hold some or all of
their shares electronically in book-entry form either through a representative
broker-dealer or through the direct registration system for
securities. If you hold registered shares in a book-entry form, you
do not need to take any action to receive your post-split
shares.
8
OTHER
INFORMATION
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of the Record Date, certain information with
respect to the Company’s equity securities owned of record or beneficially by
(i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company’s outstanding equity
securities; and (iii) all Directors and Executive Officers as a
group.
Unless
otherwise indicated, based on 10,000,000 shares of common stock issued and
outstanding. Shares of common stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other
person.
(2)
Hong
Zhao, our President, Secretary, Chief Financial Officer, and Chairwoman of
the Board of Directors, is a Vice President with Columbia China Capital
Group, Inc. She is the wife of James Tie Li, president of
Columbia China Capital Group, Inc.
(3)
Zhiguang
Zhang, our Chief Executive Officer and Director, is married to Jie
Geng. Consequently, the shares owned by each are attributed to
the other. Together, they are the beneficial owners of
1,000,000 shares or 10.0% of the
Company.
(4)
Mark
Stewart, the managing member of CH Capital, LLC, exercises voting and/or
dispositive power over the securities held by CH Capital,
LLC. In addition, Mark Stewart is the president of Mark Stewart
Securities, Inc., a registered
broker-dealer.
YAFARM TECHNOLOGIES, INC. (the
“Corporation”) a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: Pursuant to
Unanimous Written Consent of the Board of Directors of the Corporation on June12, 2008, the following amendment to the Certificate of Incorporation of the
Corporation was approved:
“This
Corporation is authorized to issue two classes of shares of stock to be
designated as “Common Stock” and “Preferred Stock”. The total number
of shares of Common Stock which this Corporation is authorized to issue is One
Hundred Million (100,000,000) shares, par value $0.001. The total
number of shares of Preferred Stock which this Corporation is authorized to
issue is Ten Million (10,000,000) shares, par value $0.001.
Effective
[___________], 2008, the issued and outstanding shares of common stock of the
Corporation shall be subject to a 1-for-4 reverse stock
split. Fractional shares will be rounded up to the next whole
share.
The
shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the Corporation (the “Board of
Directors”) is expressly authorized to provide for the issue of all or any of
the shares of the Preferred Stock in one or more series, and to fix the number
of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such shares (a “Preferred Stock Designation”) and as may be permitted
by the General Corporation Law of the State of Delaware. The Board of
Directors is also expressly authorized to increase or decrease (but not below
the number of shares of such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series. In case
the number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such
series. The Board of Directors also has express authority over any
wholly unissued shares.”
A-1
SECOND: That the
foregoing amendment has been consented to and authorized by the holders of a
majority of the issued and outstanding stock entitled to vote by written consent
in lieu of meeting in accordance with Section 228 of the General Corporation Law
of the State of Delaware.
THIRD: That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: This
Certificate of Amendment shall be effective as of [______], 2008.
IN WITNESS WHEREOF, said
Corporation has caused this certificate to be signed this [__]th day of
[_________], 2008.
By:
/s/
Zhiguang
Zhang,
CEO
A-2
Dates Referenced Herein and Documents Incorporated by Reference
