PAPERCLIP SOFTWARE, INC Form DEf 14C
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14 (c)
of
the
Securities Exchange Act of 1934 (Amendments No.)
Check
the
appropriate box:
[
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Preliminary Information Statement
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[
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Confidential, for Use of the Commission Only (as
permitted by |
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Rule
14c-5 (d) (2)) |
[ X]
Definitive Information
Statement
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PAPERCLIP
SOFTWARE, INC.
(Name
of
Registrant As Specified In Charter)
Jilin
Dongsheng Weiye Science and Technology Development Co.,
Ltd. Jifeng
East Road, Ga F4 000-00
c/o
American Union Securities 100 Wall Street, 15th
Floor
New York, NY 10005
Registrant’s
telephone number, including area code: 86-432-4566702 (212)
232-0120
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.
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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 on which the
filing fee is calculated and state how it was
determined):
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4) |
Proposed
maximum aggregate value of transaction: 5) Total fee
paid:
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Fee
paid previously with preliminary
materials.
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[
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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.
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1)
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Previously Paid:
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Schedule or Registration Statement
No:
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PAPERCLIP
SOFTWARE, INC.
Jilin
Dongsheng Weiye Science and Technology Development Co., Ltd.
Jifeng
East Road, Gaoxin District
Jilin,
Jilin Province, PRC
c/o
American Union Securities
100
Wall
Street, 15th Floor
New
York,
NY 10005
January
30, 2007
Dear
Stockholder:
The
accompanying Information Statement is being furnished to the holders
of
shares
of the common stock, Series A Preferred Stock and Series B Convertible Preferred
Stock of PaperClip Software, Inc. (the "Company"), a Delaware corporation.
The
Board of Directors (the "Board") is not soliciting your proxy and you are
requested not to send us a proxy. The purpose of this Information Statement
is
to notify you of actions already approved by written consent of a majority
of the voting stockholders and directors. Pursuant to Rule 14c-2 of
the
Securities Exchange Act of 1934, the following actions will not be effective
until
twenty (20) days after the date the Information Statement is mailed to
the
stockholders:
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1. |
To
authorize the Company's Board of Directors to (a) amend our Articles
of
Incorporation to: (i) change the Company's name to "Sunrise International,
Inc."; and (ii) increase the number of authorized shares of Common
Stock
to one hundred million (100,000,000) shares of common stock,
par value
$0.00001 per share; and (b) effectuate a 1-for-37 reverse stock
split of
our issued and outstanding shares of common
stock.
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The
enclosed
Information Statement is being mailed on or about
February 5, 2007
to
stockholders
of record as of the close of business on January
22, 2007.
You
are
urged
to
read the enclosed Information Statement in its
entirety.
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For
the Board of Directors of
PAPERCLIP
SOFTWARE, INC.
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By: |
/s/ Aidong
Yu |
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AIDONG YU |
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Chairman
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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF DIRECTORS OF
THE
COMPANY
WE
ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
PAPERCLIP
SOFTWARE, INC.
Jilin
Dongsheng Weiye Science and Technology Development Co., Ltd.
Jifeng
East Road, Gaoxin District
Jilin,
Jilin Province, PRC
c/o
American Union Securities 100 Wall Street, 15th Floor New York, NY
10005
January
30,
2007
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission
and is being furnished, pursuant to Section 14C of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), to the holders of the common
stock, par value $0.01 per share (the "Common Stock"), Series A
Preferred
Stock,
par value $0.01 per share, and Series B Convertible Preferred Stock, par value
$0.01 per share, of which each share automatically converts into 500
shares
of
Common Stock, without any action on the part of the holder, upon
there
being
sufficient authorized common shares to satisfy full conversion ("Series B
Preferred Stock"), of PaperClip Software, Inc., a Delaware Corporation (the
"Company"), (collectively, the "Stockholders"), to notify such Stockholders
of
the following:
On
November 22, 2006, pursuant to Section 228 of the Delaware General Corporation
Law ("D.G.C.L."), the Company received written consents in lieu of a meeting
of
shareholders from one stockholder,Aidong
Yu, our Chief Executive
Officer and Chief Financial Officer, holding
(A) 9,746, 847 common
shares, representing 36.99%
of
the
26,350,457 outstanding
shares of Common Stock and (B) 946,275 Series B Convertible Preferred Stock
shares, of which each share entitles the holder to 500 votes, which equates
to
473,137,500 votes, representing 53.69% of the outstanding shares of Series
B
Convertible Preferred Stock (collectively, the "Majority Stockholder"), which
aggregates to 482,884,347 votes or 52.99%
of
the
911,236,000
shares
entitled to vote, authorizing the Company's Board of Directors to (a) amend
our
Certificate of Incorporation to: (i) change the Company's name to "Sunrise
International, Inc."; and (ii) increase the number of authorized shares of
Common Stock to one hundred million (100,000,000) shares of Common Stock, par
value $0.001 per share; and (b) effectuate a 1-for-37
reverse
stock split of our issued and outstanding shares of
Common
Stock and Preferred Stock.
On
January
22,2007, pursuant
to D.G.C.L. Sec.141, the Board of Directors of
the
Company unanimously approved the above actions, subject to stockholder
approval.
According to D.G.C.L. Sec.216, a majority of the outstanding shares
of
voting
capital stock entitled to vote on the matter is required in order to amend
the
Company's Certificate of Incorporation. The Majority Stockholder approved the
actions by written consent in lieu of a meeting on November 22, 2006 in
accordance with the Delaware General Corporation Law. Accordingly, your consent
is not required and is not being solicited in connection with the approval
of
the Amendments.
We
Are
Not Asking You For A Proxy And You Are Requested Not To Send A
Proxy.
The
entire cost of furnishing this Information Statement will be borne by the
Company. The Company 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 and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on January
22, 2007 as
the
record date (the "Record Date") for the determination of Stockholders who are
entitled to receive this Information Statement.
You
are
being provided with this Information Statement pursuant to Section 14C of the
Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance
therewith, the Amendments will not be filed with the Secretary of State of
the
State of Delaware or become effective until at least 20 calendar days after
the
mailing of this Information Statement.
This
Information Statement is being mailed on or about February
5,
2007 to
all
Stockholders of record as of the Record Date.
OUTSTANDING
VOTING SECURITIES
As
of the
date of the consent by the Majority Stockholder, November 22, 2006, we had
issued and outstanding 26,350,457 shares
of
Common Stock, par value $0.01 per share, 3,649,543 shares of Series A Preferred
Stock, par value $0.01 per
share, and 1,762,472
shares
of
Series B Convertible Preferred Stock, par value
$0.01
per share (collectively, the "Voting Stock"). Each share of outstanding Common
Stock and Series A Preferred Stock is entitled to one vote on matters submitted
for stockholder approval. Each share of Series B Convertible Preferred Stock
is
entitled to 500 votes on matters submitted for stockholder
approval.
On
January
22, 2007, the
holder of 52.99% of the Voting Stock executed and
delivered to the Company a written consent approving the above actions. Since
the
actions have been approved by the Majority Stockholder, no proxies are
being
solicited with this Information Statement.
The
Delaware General Corporation Law provides in substance that unless the
Company's
Certificate of Incorporation provides otherwise, stockholders may
take
action
without a meeting of stockholders and without prior notice if a consent or
consents in writing, setting forth the action so taken, is signed by the
holders
of outstanding stock having not less than the minimum number of votes that
would
be necessary to take such action at a meeting at which all shares entitled
to
vote thereon were present.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the number of shares of
the
Company's Common Stock beneficially owned on November 22,
2006,
the
Record Date, by each person who is known by the Company to beneficially own
5%
or more of the Company's Common Stock, each of the Company's directors and
executive officers, and all of the Company's directors and executive officers,
as a group:
of
Class Title
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Name
and Address of Beneficial Owner
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Amount
and Nature of Beneficialx Owner
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Percent
of
Class (2)
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Common
Stock
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William
Weiss (1) (3)
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3,569,643
(4)
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11.90%
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Common
Stock
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Michael
Suleski (1) (3)
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780,936
(5)
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2.60%
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Common
Stock
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D.
Michael Bridges (1) (3)
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556,500
(6)
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1.86%
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Common
Stock
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Aidong
Yu (3) (7) (10)
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9,746,847
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32.49%
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Common
Stock
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Huizhu
Xie (3) (7)
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0
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-
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Common
Stock
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Dekui
Wang (3) (7)
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0
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-
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Common
Stock
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All
officers and directors as a
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14,653,926
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48.85%
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group
(6 in number)
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Series
A Preferred Stock
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William
Weiss (1) (3)
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2,533,869
(9)
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69.43%
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Series
A Preferred Stock
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D.
Michael Bridges (1) (3)
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150,000
(9)
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4.11%
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Series
A Preferred Stock
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All
officers and directors as a
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2,683,869
(9)
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73.54%
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group
(2 in number)
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Series
B Preferred Stock
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Aidong
Yu (3) (7) (10)
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946,275
(8)
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53.69%
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Series
B Preferred Stock
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All
officers and directors as a
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946,275
(8)
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53.69%
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group
(1 in number)
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(1) The
address for each beneficial owner is 1 University Plaza, Hackensack, New Jersey
07601.
(2)
Based
on 26,350,457 shares of common stock issued and outstanding as of November
22, 2006.
(3)
The
person listed is an officer and/or director of the Company.
(4) Includes
(a) 770,921 shares of Common Stock issuable upon the exercise of options
currently exercisable under the 1995 Stock Option Plan, and (b) 2,533,869
shares
of Common Stock issuable upon the conversion of 2,533,869 shares of
Series A Preferred Stock.
(5) Includes
744,921 shares of Common Stock issuable upon the exercise of options currently
exercisable under the 1995 Stock Option Plan.
(6) Includes
405,000 shares of Common Stock issuable upon the exercise of options currently
exercisable under the 1995 Stock Option Plan, and 150,000 shares of Common
Stock
issuable upon the conversion of 150,000 shares of Series A Preferred
Stock.
(7) The
address for each beneficial owner is Jilin Dongsheng Weiye Science and
Technology Development Co., Ltd., Jifeng East Road, Gaoxin District, Jilin,
Jilin Province, PRC.
(8) Each
share of Series B Convertible Preferred Stock entitles the holder to
500
votes, which equates to 473,137,500 votes, representing 482,884,347 votes
or
52.99%
of the 911,236,000 shares
entitled to vote.
(9) Each
share of Series A Preferred Stock entitles the holder to 1
vote.
(10) |
Upon
closing of the reverse merger on November9,2006,Huakang Zhou was
the
majority shareholder and received (A) 16,307,074 common
shares,including (i) 1,134,016shares held by Warner Technology
& Investment Corp., (ii) 459,294 shares held by Xiaojin
Wang, Mr. Zhou’s wife, and (iii)14,713,764 pledged shares; and (B)
1,583,170 shares of Series B Convertible Preferred Stock,
including (i)110,096 shares held by Warner Technology
& Investment Corp., (ii) 44,590shares held by
Xiaojin Wang, Mr. Zhou’s wife, and(iii) 1,428,485
pledged shares. The pledged shares were pledged to certain Dongsheng
members, including Mr.Yu. At the time of
Closing, Mr. Zhou also assigned to those
certainDongsheng members the voting rights of these shares by executing
a
Shareholders Voting Proxy Agreement,which was attached as Exhibit
10.3 to
the Form 8-K and is incorporated herein by reference.Accordingly,forvoting
purposes, Mr. Yuwasthe beneficialownerof 9,746,847 common shares
and 946,275 Series B Convertible Preferred Stock shares at the time
of
closing of the reverse merger.Subsequent to the closing of the reverse
merger, Mr. Yu acquired these shares from Huakang Zhou pursuant to
the
Entrusted Management Agreement and Share Pledge Agreement entered
into on
November 9, 2006 and disclosed in the Form 8-K/A filed November 17,
2006 and Exhibits 10.1 and 10.2 to the Form 8-K filed November
9, 2006, which are incorporated herein by
reference.
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DISSENTER'S
RIGHTS OF APPRAISAL
The
Stockholders have no dissenter's rights of appraisal.
AMENDMENTS
TO THE CERTIFICATE OF INCORPORATION
A. |
Change
the Name of the Company to "Sunrise International,
Inc."
|
The
Board of
Directors and Majority Stockholder have adopted a resolution amending
the Company's Certificate of Incorporation to change the Company's
name to
"Sunrise International, Inc.". The name change will become effective when
the
amended
Certificate of Incorporation is filed with the Delaware Secretary of State.
The
Board believes that the name change is in the best interests of the Company
after the reverse merger, which was reported on the Form 8-K filed on November
9, 2006, as amended November 17, 2006, since it better reflects the Company's
new business of development and manufacturing of nutritional supplements and
personal care products domestically in China.
B. |
Increase
the Number of Authorized Shares of Common Stock From 30,000,000 to
100,000,000
|
General
The
Company's
Certificate of Incorporation authorizes the maximum number of shares
outstanding at any time shall be thirty million (30,000,000) shares of
Common
Stock. On January
22, 2007, the
Board
of Directors approved an amendment to
the
Certificate of Incorporation to authorize one hundred million (100,000,000)
shares of Common Stock. The Board of Directors is authorized to fix the number
of shares of and to determine or alter the rights, preferences, privileges
and
restrictions granted to or imposed upon the Common Stock. On January
22, 2007, the
holders of a majority of the outstanding shares of Common
Stock
approved the amendment by written consent.
Specifically,
the increase in authorized shares is necessary to issue shares
to
the American Sunrise International, Inc. ("ASI") shareholders
pursuant to
the
Stock Purchase and Share Exchange Agreement dated November 6, 2006,
which
will
complete the reverse merger reported in the Form 8-K filed on November 9,
2006,
as
amended November 17, 2006 and
January 23,2006.
Reverse
Merger
On
November
9, 2006, we acquired all of the outstanding capital stock of ASI in exchange
for
the issuance to the ASI shareholders, upon the increase in the authorized
capital stock, of a total number of shares of PaperClip Software common stock,
which will represent, and equate to, 98.70% of PaperClip Software's issued
and
outstanding common stock after the transaction is closed. Once
our
capital stock is increased we will be able to close this transaction
by
issuing
the requisite number of shares.
After
the
additional shares are used for the specific purposes set forth above, the
general purpose and effect of the amendment to the Company's Certificate of
Incorporation in authorizing additional shares of Common Stock will be to use
such additional shares of common stock for general corporate purposes, including
acquisitions, equity financings, stock dividends, stock splits or other
recapitalizations, and grants of stock options. When the Board of Directors
deems it to be in the best interests of the Company and the Stockholders to
issue additional shares of Common Stock in the future from authorized shares,
the Board of Directors generally will not seek further authorization by vote
of
the Stockholders, unless such authorization is otherwise required by law or
regulations.
The
additional authorized shares of Common Stock could have an anti-takeover effect.
If the Company's Board of Directors desires to issue additional shares in the
future, such issuance could dilute the voting power of a person seeking control
of the Company, thereby deterring or rendering more difficult a merger, tender
offer, proxy contest or an extraordinary corporate transaction
opposed by the Company. At
this
time we do not have any agreements, understandings or arrangements to
issue
any of the additional shares.
APPROVAL
OF 1-FOR-37 REVERSE STOCK SPLIT
General
The Board
of Directors and
Majority Stockholder approved the
1-for-37
reverse
stock split (the "Reverse Stock Split") of our Common Stock
on
January
22, 2007. Upon
the
effectuation of this Reverse Stock Split, each 37
shares
of
our Common Stock will be automatically converted into one
(1)
share of Common Stock. To avoid the issuance of fractional shares of Common
Stock, the Company will issue an additional share to all holders of a fractional
share .50 or greater and no additional shares shall be issued to a holder of
a
fractional share less than .50.
Shareholder
approval for a reverse stock split of the Company's Common Stock is valid for
one year following the date of such approval. If no such reverse stock split
is
effectuated for one year following January
22,2007, the
Company
will be required to present the matter to the shareholders again for approval
prior to effectuating the Reverse Stock Split.
Please
note that the Reverse Stock Split will become effective as of the date approved
by the Nasdaq. The Board will have one year from the date hereof to declare
the
Reverse Stock Split. However, upon effectuation, the reverse stock split will
not change your proportionate equity interests in the company, except
as
may result from the issuance or cancellation of shares pursuant to
the
fractional shares.
Purpose
and Material Effects of the Reverse Stock Split
The
Reverse Stock Split is necessary to complete the reverse merger and issue shares
to the ASI shareholders as referenced above.
Additionally
The Board of Directors had proposed the Reverse Stock Split as one method to
attract business opportunities in the Company. When a company engages in a
reverse stock split, it substitutes one share of stock for a predetermined
amount of shares of stock. It does not increase the market capitalization of
the
company.
We
believe that, upon effectuation, the Reverse Stock Split may improve the price
level of our Common Stock and that the higher share price could help generate
interest in the Company among investors and other business opportunities.
However, the effect of a reverse split upon the market price for our Common
Stock cannot be predicted, and the history of similar stock split combinations
for companies in like circumstances is varied. There can be no assurance that
the market price per share of our Common Stock after a reverse split
will rise in proportion to the reduction in the number of shares of
Common
Stock
outstanding resulting from the reverse split. The market price of our Common
Stock may also be based on our performance and other factors, some of which
may
be unrelated to the number of shares outstanding.
Upon
effectuation, the reverse split will affect all of our stockholders uniformly
and will not affect any stockholder's percentage ownership interests in the
Company or proportionate voting power, except to the extent that the reverse
split results in any of our stockholders owning a fractional share. In lieu
of
issuing fractional shares, an additional share will be issued to all holders
of
a fractional share .50 or greater and no additional shares shall be issued
to a
holder of a fractional share less than .50. The principal effect of a reverse
split is that the number of shares of Common Stock issued and outstanding will
be reduced proportionately with the reverse split. The number of authorized
shares of Common Stock is not affected.
The
reverse
split will not affect the par value of our Common Stock. As a result,
on the effective date of the Reverse Stock Split, the stated capital,
on
a fully
diluted basis, on our balance sheet attributable to our Common Stock will be
reduced by up to 1/37
of
its
present amount, and the additional paid-in
capital account shall be credited with the amount by which the stated capital
is
reduced. The per share net income or loss and net book value of our Common
Stock
will be increased because there will be fewer shares of our Common Stock
outstanding.
The
reverse
split will not change the proportionate equity interests of our stockholders,
nor will the respective voting rights and other rights of stockholders be
altered, except for possible immaterial changes due to the cancellation of
fractional shares. The Common Stock issued pursuant to the reverse split will
remain fully paid and non-assessable. The reverse split is not intended as,
and
will not have the effect of, a "going private transaction" covered by Rule
13e-3
under the Securities Exchange Act of 1934. We will continue to be subject to
the
periodic reporting requirements of the Securities Exchange Act of
1934.
Stockholders
should recognize that they will own a fewer number of shares than they presently
own. While we expect that upon effectuation the reverse split will result in
an
increase in the potential market price of our Common Stock, there can be no
assurance that the reverse split will increase the potential market price of
our
Common Stock by a multiple equal to the exchange number or result in the
permanent increase in any potential market price (which is
dependent upon many factors, including our performance and prospects) .
Also,
should
the market price of our Common Stock decline, the percentage decline as an
absolute number and as a percentage of our overall market capitalization may
be
greater than would pertain in the absence of a reverse split. Furthermore,
the
possibility exists that potential liquidity in the market price of our Common
Stock could be adversely affected by the reduced number of shares that
would
be
outstanding after the reverse split. In addition, the reverse split
may
increase
the number of stockholders of the Company who own odd lots (less than 100
shares) . Stockholders who hold odd lots typically will experience an increase
in the cost of selling their shares, as well as possible greater difficulty
in effecting such sales. Consequently, there can be no assurance
that
the
reverse split will achieve the desired results that have been outlined
above.
The
following
tables set forth our capitalization before and after the increase in the number
of authorized
shares of common stock from 30,000,000 to 100,000,000 (the
“Increase”) and the Reverse Stock Split.
|
Capitalization
Before Increase and
Reverse
Stock Split
|
|
Capitalization
After Increase and
Reverse
Stock Split
|
|
Security
|
Authorized
Shares
|
|
Issued
and Outstanding Shares
|
|
Authorized
Shares
|
|
Issued
and Outstanding Shares
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
30,000,000
|
|
26,350,457
|
|
100,000,000
|
|
30,008,320
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock¹
|
10,000,000
|
|
5,412,015
|
|
10,000,000
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred Stock²
|
3,649,543
|
|
3,649,543
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Series
B Convertible Preferred Stock³
|
4,000,000
|
|
1,762,472
|
|
4,000,000
|
|
0
|
|
(1) |
Our
Board of Directors has designated two series of our preferred stock
as
enumerated in the above table. We
have not issued any other shares of preferred stock.
|
(2) |
We
have received conversion notices for the outstanding shares of Series
A
Preferred Stock and will complete
processing them and issuing shares once we increase our common
stock, but before the reverse split
is effective.Each
share of Series A Preferred Stock is convertible into 1.09 shares
of
Common Stock.Shares
of Series A Preferred Stock that are converted into shares of Common
Stock
will not be reissued.
|
(3) |
Each
share of Series B Convertible Preferred Stock is automatically converted
into 500 shares of common stock
once sufficient authorized common stock is available.Shares
of Series B Convertible Preferred Stock
that are converted into shares of Common Stock will not be
reissued.
|
At
this
time we do not have any commitments to issue additional shares pursuant to
options, warrants, convertible
securities and the like.
ADDITIONAL
INFORMATION
The
Company
is subject to the informational requirements of the Securities Exchange Act
of
1934, as amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information including
annual
and
quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with the
Securities and Exchange Commission (the "Commission") . Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1580, 100 F Street,
NE, Washington, DC 20549. Copies of such material can be obtained upon written
request
addressed to the Commission, Public Reference Section, 100 F Street,
NE, Washington,
D.C. 20549, at prescribed rates. The Commission maintains a web site
on the
Internet (http://www.sec.gov)
that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The
following
documents as filed with the Commission by the Company are incorporated herein
by
reference:
1. |
Quarterly
Reports on Form 10-QSB for the fiscal quarters ended March 31, 2006,
June
30, 2006,
and
September 30, 2006; and
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2. |
Annual
Report on Form 10-KSB for the fiscal year ended December 31,
2005.
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3. |
Form
8-K on November 9,2006, Form 8-K/A on November 17, 2006 and Form
8-K/A on January 23, 2007 reporting
the reverse merger
transaction.
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EFFECTIVE
DATE OF AMENDMENTS
Pursuant
to Rule 14c-2 under the Exchange Act, the filing of the Amendments to
the
Certificate of Incorporation with the Delaware Secretary of State or
the effective
date of such filing, shall not occur until a date at least twenty
(20) days
after the date on which this Information Statement has been mailed to
the Stockholders.
The Company anticipates that the actions contemplated hereby will
be
effected on or about the close of business on February 26,
2007.
By
Order
of the Board of Directors
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By: |
/s/ Aidong
Yu |
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AIDONG
YU |
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Chairman
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