QUADRA PROJECTS INC.
The Company's principal business now is to locate private operating companies that may wish to merge with the Company in a reverse merger transaction. Meanwhile, the Company will be relying on continued cash advances from Mr. Tesheb Casimir to pay general and administrative costs and the substantial fees and expenses of QPRJ being a public company. These advances will be booked as debt owed to Mr. Tesheb Casimir, however, the Company may issue stock in payment of the advances.
The criteria for suitable companies are not limited to any kind of business, results of operations to date, or prospective operations. While we expect most candidates to be based in either Hong Kong or the People's Republic of China (the " PRC "), we are not limited to those areas.
We anticipate engaging third party consultants to assist in the location of possible merger candidates. These consultants will not be affiliated or associated with any QPRJ stockholder, officer, or director, or any affiliate of associate of any such stockholder, officer, or director. No consultant will be paid "transaction-based compensation" for their services - meaning that we will not pay any compensation at closing based on the size of the acquisition or the success of the merged company as measured by stock market price or financial performance after the acquisition. Our consultants will not be involved in the negotiation of terms for a merger or the preparation of merger documents, will not recommend a merger to a merger candidate, or be involved in the collection, transmittal, or other handling of stock or cash in connection with the merger.
We expect that the terms of a merger will depend on negotiations with the merger candidate, which in turn will be a function of the candidate's past, current and prospective business operations, financial metrics (net assets, revenues, operating and other costs, and other factors). In general, the stronger the candidate's business and financial metrics, the greater the percentage of the merged company which the merged company's stockholders will own. The range of QPRJ's retained equity in the merged company is expected to be from 1% to 30%.
In the normative case, the merger would be structured as an all stock-for-stock exchange, of new Rule 144 restricted stock (most likely common stock only), to minimize if not avoid completely U.S. and foreign income taxation of the transaction. However, it is possible that some cash could be paid to QPRJ's stockholders in connection with a mostly stock-for-stock transaction.
QPRJ has only one director, Mr. Tesheb Casimir. Mr. Casimir has extensive business experience covering many years, but he has no experience in the "shell company merger and acquisition" sector. Although he will take into consideration all the advice provided by third-party consultants, he will make the ultimate decision as to proceed with merging QPRJ with an operating company.
Under Nevada law and the Company's articles of incorporation, a reverse merger with an operating company will require the approval of the holders of a majority of QPRJ's outstanding common stock, and by the holders of any other class of stock (for example, preferred stock), that may be adversely impacted by a reverse merger). Great On presently owns a majority of the outstanding common stock. Accordingly, any reverse merger will require only its approval. Although all other shareholders will be entitled to notice of the decision to approve the merger (which the Company would give by distribution of an Information Statement), they will not be entitled to vote for or against the merger. However, the other such stockholders will be entitled to payment of the fair value of their stock immediately preceding the merger, often referred to as "Dissenters' Rights," provided each dissenter follows the procedures to perfect his or her right to payment, as mandated by Nevada law. Appropriate instructions for these procedures will be provided to all stockholders of QPRJ, in sufficient time for them to qualify for payment of fair value.
Change in Voting Control
On September 7, 2011, Great On Technologies Holdings LTD purchased 21,447,700 (90.05%) of the common stock of Quadra Projects Inc.
(" QPRJ "). Great On Technologies Limited additionally purchased 750,000 shares (100%) of the Series A Preferred Stock on September 7, 2011, from Quadra Projects, Inc.
The 21,447,700 shares of Common Stock now owned by Great On Technologies Holdings LTD ("Great On") represents 90.05% of the 23,818,046 common shares issued and outstanding. Currently there are 100,000,000 common shares authorized.
The 750,000 Series "A" Preferred Stock now owned by Great On represents 100% of the 750,000 Series "A" Preferred shares issued and outstanding. Currently there are 100,000,000 Series "A" Preferred shares authorized.