100:1 RS , buyers beware...By unanimous written consent dated July 3, 2008 the Board of Directors adopted an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to effect a 1 for 100 reverse stock spit of the Company’s outstanding Common Stock and recommended that the Amendment and the reverse stock split contemplated thereby be approved by our stockholders. A copy of the unanimous written consent is attached hereto as Exhibit A.
By written consent dated July 3, 2008, the holders of a majority of the outstanding shares of Common Stock approved the filing of the Amendment and the reverse split contemplated thereby. A copy of the stockholder consent is attached hereto as Exhibit B.
A form of the Amendment is attached hereto as Exhibit C .
The Amendment will become effective when filed with the Secretary of State of the State of Delaware.
The Company anticipates that the filing of the Amendment will occur on or about _____, 2008. If the Amendment were not adopted by written consent of the stockholders, it would have to be considered by the stockholders at a special stockholders' meeting convened for the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of stockholders to approve the Amendment is made possible by Section 228 of the Delaware General Corporation Law (the "Delaware Law " ) which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting.
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Under Section 228 of the Delaware Law, the Amendment is required to be approved by the holders of a majority of our outstanding Common Stock. The Company decided to utilize the written consent of the holders of a majority of our Common Stock in order to eliminate the costs and management time involved in holding a special meeting.
The reasons for, and general effect of, the reverse split is described in “PURPOSE AND EFFECT OF REVERSE STOCK SPLIT”
The Board of Directors knows of no other matters other than those described in this Information Statement which have been recently approved or considered by the holders of our Common Stock.
Under Delaware Law, we are required to provide prompt notice of the taking of the corporate action without a meeting to the stockholders of record who have not consented in writing to such action. Inasmuch as we will have provided this Information Statement to our stockholders of record on the record date, no additional action will be undertaken pursuant to such written consents.
GENERAL
The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of our Common Stock.
The Company will only deliver one Information Statement to multiple security holders sharing an address unless the Company has received contrary instructions from one or more of the security holders. Upon written or oral request, the Company will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests to the Company’s Secretary, George Ji at the address of P.O.Box 553, Kingston, NJ 08528-0553. Telephone No. 609-651-8588.
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VOTING SECURITIES AND INFORMATION
ON CONSENTING STOCKHOLDERS
Under Delaware Law a vote by the holders of a majority of the outstanding Common Stock is required to approve the action described herein.
As of July 3, 2008 there were 451,204,945 shares of Common Stock outstanding, of which 225,602,473 shares are required to approve the action described herein. The Common Stock constitutes the sole class of our voting securities. Each share of Common Stock entitles the holder thereof to one vote on all matters submitted to stockholders.
The consenting stockholders voted in favor of the actions described herein in a written consent, dated Jul y 3, 2008, attached hereto as Exhibit B .
The consenting stockholders are collectively the record and beneficial owners of 251,609,454 shares representing 55.8% of the issued and then outstanding shares of Common Stock. No consideration was paid for the consent.
The names of the consenting stockholders, and the number of shares of Common Stock with respect to which such consent was given is as follows:
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