LOL. Well I happen to be a land lord and the JUDGMENT IS KING! LOL. You don't pay???...... I get your tax return, check garnishment,or what ever the judge gives me..... I still get paid! LOL.
I would hope the pinks are not on the level of trying to rip off a land lord.
I have Been in the pks for a while.This is not cool. IMO. Whats happening here is a whole new scheme/tactics for me. I have 2 of em pulling the same B.S.
Someone Must have passed a new law that allows them to get away with this.
They want our loot in the big boards for the new world order lol, and maybe they finally screwed us into it!
SAVW RECENTLY ANNOUNCED MORE THAN DOUBLE A/S INCREASE...
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNOTATED SCHEDULE 14C INFORMATIONAL FILING
Filed: July 29, 2011
Effective: August 29, 2011
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
Registrant:
SAVWATT USA, INC.
1100 Wicomico Street -- Suite 700
Baltimore, Maryland 21230
Notice of Proposed Action by Written Consent of the SavWatt USA, Inc. (the "Company" or "SavWatt") majority of voting shares to be taken regarding the Company on or about July 21, 2011.
TO THE STOCKHOLDERS OF SAVWATT USA, INC.
Notice is hereby given that upon a unanimous vote of the Company's majority shareholders [Ike], the Company shall soon take certain actions as more particularly described in this Information Statement. The actions become effective on or after 20 (twenty) days from the date that SavWatt mails this Information Statement to the shareholders of record, which mailing SavWatt expects to effectuate on or about August 8, 2011. Only shareholders of record at the close of business back on July 21, 2011 will receive Notice of the Action by Written Consent. The Company does solicit proxies or Public Common Stock holder votes.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Isaac Sutton
----------------------------------
President
(NOTE: The Board of Directors does not seek Public Common Stock holders proxies or votes; we request that Public Common Stock holders send us neither proxies nor votes.)
CONSENT ACTION BY MAJORITY SHAREHOLDER [Ike] WITHOUT A MEETING
This Information Statement is furnished to all holders of the Company's Common Stock and the sole holder of the Company's Preferred Stock (i.e., Issac "Ike" Sutton) in connection with proposed action by the Company's majority shareholder (i.e., Issac "Ike" Sutton) to take the following actions:
SAVW shall (1) increase the authorized capital stock from 2,000,000,000 (two billion) to 4,800,000,000 (4.8 billion) shares of Common Stock and (2) amend the SavWatt Articles of Incorporation as required to effectuate this 240% (two-hundred-forty percent) increase in the authorized Common Stock share count. [The Company also reserves the right to issue additional Preferred Shares to the Chairman of the Board of Directors and SavWatt President, Isaac "Ike" Sutton as needed to maintain the current ratio of ownership of Preffered Shares to Common Shares.]
The Company proposed that the above two actions occur on or about August 29, 2011. SavWatt will accordingly mail this Information Statement shareholders of record on or about August 9, 2011.
There will be no vote on the these matters by the Public Common Stock shareholders of the Company because the proposed action shall occur by way the written consent of the majority holder (Issac "Ike" Sutton) of SavWatt's share-based voting power, as allowed by the Delaware Corporation Law. [Not even the entire, aggregate total of all the Common Shares held by public shareholders equal a larger percentage of Company ownership that that of Mr. Sutton.] The elimination of the need for a special meeting of the stockholders to approve the actions set forth herein is authorized by Delaware Law, which provides that action may be taken by the written consent of the holders of outstanding shares of voting capital stock (i.e., does not include common shareholders), having not less than the minimum number of votes which would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on a matter were present and voted.
The private holder of the majority of the issued and outstanding common stock (i.e., Isaac "Ike" Sutton) of the Company already adopted, ratified, and approved resolutions to effect the action described. No other votes are therefore required or necessary.
DISSENTER'S RIGHTS OF APPRAISAL
The Delaware Corporation Law ("DELAWARE LAW") does not provide for dissenter's rights of appraisal in connection with these particular corporate actions.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business retroactively back to July 21, 2011 as the record date for the determination of the common shareholders entitled to notice. At the record date, the Company had outstanding 1,548,241,887 (1.55 billion) shares of Common Stock, par value $0.0001 per share. The majority holder of the issued and outstanding SavWatt stock shares (i.e., Issac "Ike" Sutton) on the record date has signed a consent to the taking of the corporate actions described. This consent will be sufficient, without any further action, to provide the necessary stockholder approval of the actions.
CORPORATE ACTIONS TO BE TAKEN
1. Authorized Share Increase. Increase the Authorized Capital Stock Common Share Count from 2,000,000,000 (two billion) to 4,800,000,000 (4.8 billion). The Board of Directors, Isaac "Ike" Sutton being the Chairman thereof, believes that it is in the best interests of the Company . . . that the authorized capital stock be thus increased to 4,800,000,000 shares of Common Stock, par value $0.0001 per share. The increase in the Company's authorized capital stock will provide the Company with needed stock shared to enable the Company to undertake transactions to raise working capital through the public sale of the increased authorized shares of common stock or financing transactions in which the Company may use or leverage the common stock.
Since the Board of Directors believes that the currently authorized number of shares . . . is not sufficient to meet anticipated needs in the immediate future, the Board considers it desirable that the Company has the flexibility to issue even an greater amount of shares than the above increase by way of authorizing and issuing additional Common Stock and Preferred Stock without further stockholder action. The availability of these additional shares will enhance the Company's flexibility in connection with any possible acquisition or merger, stock splits or dividends, financings, and other corporate purposes; this new authority provided to the Company's majority stock holder will allow such shares to be issued without the expense and delay of a special stockholders' meeting . . . .
2. Intended Use of Future Capital Raised from the Sale of Shares, Etc. Upon the approval of the increase in authorized capital stock as described herein, we will pursue our new business in the consumer market for energy efficient LED lighting which we believe is a growing market. We may undertake business combination transactions which are intended to foster the implementation of our business plan. At the present time, there are no plans, proposals or arrangements, written or otherwise, to issue any additional authorized shares of Common Stock or Preferred Stock in a specific business combination transaction. At such time as a specific business combination transaction is identified, we will submit such transaction to our security holders for a vote.
In certain circumstances, [i.e., further proposals] to increase the authorized capital stock may have an anti-takeover effect. The authorization of classes of preferred or common stock with either specified voting rights or rights providing for the approval of extraordinary corporate action may be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise gain control of the Company by diluting the stock ownership of any persons seeking to obtain control of the Company. Management of the Company might use the additional authorized capital stock to resist or frustrate a third-party transaction which might provide an above-market premium that is favored by a majority of the independent shareholders. There are no anti-takeover provisions in the Company's Articles of Incorporation, Bylaws or other governing documents.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company's current authorized capital, prior to the proposed increase in our authorized capital stock, consists of 2,000,000,000 (two billion) shares of Public and Private (Inside) Common Stock, par value $0.0001 per share. As of July 21, 2011, there were 1,548,241,887 (approximately 1.55 billion) shares of Common Stock issued and outstanding, and there exists 10,000,000 (ten million) shares of Preferred Stock issued and outstanding.
Each share of Common Stock is entitled to one (1) vote on all matters to come before a vote of the stockholders of the Company. Note, however, that each share of Preferred Series Stock is entitled to 200 (two-hundred) votes on all matters to come before a vote of the stockholders of the Company. [Thus, the 10,000,000 (ten million) shares of Preffered Stock equal 2,000,000,000 (two billion) shares of Common Stock, thereby precluding the Public Common Stock shareholders from every holding a majority vote under the ongoing actions of the Company].
VOTE REQUIRED FOR APPROVAL
Delaware Law and our articles of incorporation permit the holders of a majority of the shares of the outstanding Common Stock and Preferred Stock of the Company to approve and authorize actions by written consent as if the action were undertaken at a duly constituted meeting of the stockholders of the Company. On July 21, 2011, our Board of Directors approved the corporate actions described in this Information Statement . . . . On July 21, 2011, votes from Preferred Stock, Private (Insider) Comon Stock, and Five-Percent Block Sharebolders representing approximately 56 % of the total aggregate shares of Common Stock authorized the execution of a vote on the action set forth herein – without a meeting of the entirety of SAVW shareholders. The Preferred Stock, Private (Insider) Common Stock, and Five-Percent Block Shareholders voted unanimously for approval.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT "BLOCK" STOCKHOLDERS
The following table sets forth certain information concerning the ownership of SavWatt USA, Inc.'s Common Stock and Preferred Stock as of July 21, 2011 with respect to: (1) the Board of Directors; (2) the Board of Directors and Executive Offices of the SavWatt USA, Inc. as a group sans Chaiman and President Issac H. Sutton and CEO Michael Haug ("Directors & Officers"); and (3) each person known to the Company to be the beneficial owner of more than a five percent (5%) block of the Company's Common Stock. To the knowledge of the Company, each shareholder listed below possesses sole voting and investment power with respect to the shares indicated (with each Preferred Share equalling 200 Common Shares), as of July 21, 2011:
Shareholders | Share Class | Total Shares Held | Class Percentage
Chairman & President Isaac H. Sutton | Common Stock | 50,723,310 | 3.28%
Chairman & President Isaac H. Sutton | Preferred Stock | 10,000,000 | 100%*
CEO Michael Haug | Common Stock | 2,000,000 | 0.13%
Directors & Officers | Common Stock | 0 | 0.00%
Five-Percent Holders | Common Stock | 0 | 0.00%
* Thus, where Mr. Sutton owns 2,000,000,000 (two billion) share votes via his Preferred Stock holdings and 50,723,310 (approxmiately 50.7 million) share votes via his Private Common Stock holdings, Mr. Sutton's aggregate share votes total approximately 2.06 billion. Accordingly, Mr. Sutton has sole voting and dispositive power over all SavWatt USA, Inc.'s stock shares since he owns a majority of the Company shares.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Company at any time since the beginning of the last fiscal year, nominee for election as a director of the Company, nor associates of the foregoing persons has any substantial interest, direct or indirect, in proposed amendment to the Company's Articles of Incorporation which differs from that of other stockholders of the Company. No director of the Company opposes the proposed amendment of the Company's Articles of Incorporation.
ADDITIONAL INFORMATION
Additional information may be obtained from SavWatt USA, Inc., 1100 Wicomico Street -- Suite 700, Baltimore, Maryland 21230 and matters which have been filed the Securities and Exchange Commission through its "Electronic Data Gathering, Analysis and Retrieval System" or "EDGAR" may be viewed online or at the offices of the U.S. Securities and Exchange Commission at 100 F Street N.E., Washington, DC 20549-2736.
Signed:
By/s/ Isaac H. Sutton
-----------------------------------------
President
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