MSGI Technology Solutions, Inc.(fka MSGI)

[Baconmaker]

Interesting new info

To the moderators, not pumping VNTH, just sharing this news. Not sure if it has been posted on here yet, and if it has, my apologies.

Latest filing for VNTH show that it is now going to be in Deleware. I wonder if that makes it easier for JB to do something for us poor MSGIers? Any thoughts on this? Anyone?

Bacon

http://www.sec.gov/Archives/edgar/data/1497130/000149315214004239/def14c.htm

Vantage Health
401 Warren Street, Suite 200
Redwood City, CA 94063

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
REGULATION 14C PROMULGATED THEREUNDER

INTRODUCTORY STATEMENT

Vantage Health (“Vantage” or the “Company”) is a Nevada corporation with principal executive offices located at 401 Warren Street, Suite 200, Redwood City, CA 94063. Our telephone number is [phone]. On November 14, 2014, the Company’s Board of Directors (the “Board”), after careful consideration, unanimously deemed advisable and approved (1) to authorize the conversion of the Company from a Nevada corporation to a Delaware corporation (the “Conversion”) pursuant to Section 265 of the Delaware General Corporation Law (the “DGCL”) and Sections 92A.105, 92A.120 and 92A.195 of the Nevada Revised Statutes (the “NRS”) and to submit the Conversion to the Company’s stockholders for approval, and (2) to authorize the amendment and restatement of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) by way of a new Certificate of Incorporation for the Company effective as of the Conversion (the “Conversion COI”), among other things, to (a) change the name of the Company from “Vantage Health” to “Vantage mHealthcare, Inc.” (the “Name Change”); (b) increase the authorized capital stock from 250,000,000 to 500,000,000 shares, and to reclassify such capital stock into 450,000,000 shares of common stock, par value $0.001 (the “Common Stock”) and 50,000,000 shares of preferred stock, par value $0.001 (the “Change in Authorized Capital Stock”); and (c) provide for other changes regarding certain corporate governance matters, as described more fully herein (the “Governance Changes” and, with the Name Change, the Change in Authorized Capital Stock, the “Charter Amendments”). This Information Statement is being sent to holders of record of the Company’s Common Stock as of November 24, 2014 (the “Record Date”) by the Board to notify them about actions that the Company’s stockholders have taken by written consent in lieu of a special meeting of the stockholders to approve the Conversion and the Charter Amendments. The written consent was obtained on November 24, 2014 in accordance with the relevant sections of the NRS, the Company’s Certificate of Incorporation and Bylaws.

We are not asking you for a proxy and you are not requested to send us a proxy.

Copies of this Information Statement are expected to be mailed on or about December 19, 2014, to the holders of record on the Record Date of our outstanding Common Stock. The approval of the Conversion and the Charter Amendments set forth in the Conversion COI will not become effective until at least 20 calendar days after the initial mailing of this Information Statement, in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Conversion, the Conversion COI and the Charter Amendments will not be implemented until the Company files, after such effective date, the Certificate of Conversion (the “Certificate”) and the Plan of Conversion (the “Plan of Conversion”) with the Secretaries of State of the States of Nevada and Delaware, respectively, and the Certificate and the Conversion COI with the Secretary of State of the State of Delaware, in connection with the Conversion. This Information Statement is being delivered only to inform you of the corporate actions described herein before they take effect in accordance with Rule 14c-2 promulgated under the Exchange Act.

We have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our Common Stock held of record and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

PLEASE NOTE THAT THE COMPANY’S CONTROLLING STOCKHOLDERS HAVE VOTED TO APPROVE (1) THE CONVERSION AND (2) THE CHARTER AMENDMENTS SET FORTH IN THE CONVERSION COI, INCLUDING, WITHOUT LIMITATION, THE NAME CHANGE, THE CHANGE IN AUTHORIZED CAPITAL STOCK AND THE GOVERNANCE CHANGES. THE NUMBER OF VOTES HELD BY THE STOCKHOLDERS EXECUTING THE CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT FOR SUCH MATTERS UNDER APPLICABLE LAW, THE COMPANY’S CERTIFICATE OF INCORPORATION AND ITS BYLAWS, SO NO ADDITIONAL VOTES WILL BE NEEDED TO APPROVE THESE ACTIONS.