UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary information statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive information statement
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HUNNO TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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HUNNO TECHNOLOGIES, INC.
2700 North 29th Avenue, Suite 305,
Hollywood, FL 33020
INFORMATION STATEMENT NOTICE
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear Stockholders:
Notice is hereby given that on August 21, 2003, we received the written
consent, in lieu of a meeting of stockholders, from the holder of a majority of
our outstanding voting stock, approving an amendment to our certificate of
incorporation that will change our name from Hunno Technologies, Inc.' to
'Abazias, Inc.' Notice is hereby also given that on August 27, 2003, we received
the written consent, in lieu of a meeting of stockholders, from the holder of a
majority of our outstanding voting stock, approving an amendment to our
certificate of incorporation that will increase the number of authorized shares
of common stock from 30,000,000 to 150,000,000.
You are encouraged to read the attached Information Statement, including the
exhibit, for further information regarding this action.
This is not a notice of a meeting of stockholders and no stockholders'
meeting will be held to consider the matters described herein. This Information
Statement is being furnished to you solely for the purpose of informing
stockholders of the matters described herein in compliance with Regulation 14C
of the Securities Exchange Act of 1934, as amended, and Section 228(e) of the
Delaware General Corporation Law.
By Order of the Board of Directors
/s/ Marc Baker
Marc Baker
President
Hollywood Florida
August 27, 2003
HUNNO TECHNOLOGIES, INC.
2700 North 29th Avenue, Suite 305,
Hollywood, FL 33020
INFORMATION STATEMENT
The purpose of this Information Statement is to notify the holders of our
common stock as of the close of business on August 21, 2003 (the 'Record Date'),
that on August 21, 2003 we received the written consent, in lieu of a meeting of
stockholders, from the holder of 9,500,000 shares of our common stock,
representing approximately 80% of our outstanding voting stock, approving an
amendment to our certificate of incorporation that will change our name from
'Hunno Technologies, Inc.' to 'Abazias, Inc.' and that on August 27, 2003 we
received the written consent, in lieu of a meeting of stockholders, from the
holder of 9,500,000 shares of our common stock, representing approximately 80%
of our outstanding voting stock, approving an amendment to our certificate of
incorporation that will increase the number of authorized shares of common stock
from 30,000,000 to 150,000,000.
This Information Statement is first being mailed or furnished to
stockholders on or about September 8, 2003, and the name change amendment
described herein will not become effective until at least 20 days thereafter. We
will pay all costs associated with the preparation and distribution of this
Information Statement, including all mailing and printing expenses. We will
also, upon request, reimburse brokers, banks and similar organizations for
reasonable out-of-pocket expenses incurred in forwarding this Information
Statement to their clients.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
SECURITY OWNERSHIP
As of the Record Date, there were 11,867,109 shares of common stock issued
and outstanding and entitled to vote. Each share of common stock entitles its
holder to one vote.
The following table sets forth certain information concerning the ownership
of our common stock, as of August 27, 2003, by (i) all persons known by us to
beneficially own five percent (5%) or more of the outstanding shares of common
stock, (ii) each director and executive officer required to be named hereunder
and (iii) all of our directors and executive officers as a group. Unless
otherwise noted, each stockholder named has sole voting and investment power
with respect to such shares, subject to community property laws where
applicable.
- ------------------------------------- ----------------------------------- -----------------------------------
Name Number of shares of common stock Percentage of shares of common
beneficially owned stock beneficially owned (1)
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
Marc Baker 9,500,000 80%
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------
All officers and directors as a 9,500,000 80%
group [1 person]
- ------------------------------------- ----------------------------------- -----------------------------------
(1) Applicable percentage of ownership as of August 27, 2003 is based on 11,867,109
shares of common stock outstanding.
STOCKHOLDER ACTIONS
INTRODUCTION
On August 21, 2003, our Board of Directors unanimously approved an amendment and
restatement of our Certificate of Incorporation that would change our name from
'Hunno Technologies, Inc.' to 'Abazias, Inc.' (the 'Name Change Amendment') and
submitted such matter for stockholder approval. On August 21, 2003, Marc Baker,
a stockholder holding approximately 80% of our outstanding voting stock, acting
by majority written consent, approved and ratified the Name Change Amendment, a
copy of which is attached to this Information Statement as Exhibit A.
On August 27, 2003, our Board of Directors unanimously approved an amendment and
restatement of our Certificate of Incorporation that will increase the number of
authorized shares of common stock from 30,000,000 to 150,000,000 (`Share
Increase Amendment") and submitted such matter for stockholder approval. On
August 27, 2003, Marc Baker, a stockholder holding approximately 80% of our
outstanding voting stock, acting by majority written consent, approved and
ratified the Share Increase Amendment, a copy of which is attached to this
Information Statement as Exhibit C.
PURPOSE OF THE NAME CHANGE
On August 21, 2003, we signed a letter of intent to acquire through a share
exchange all of the issued and outstanding shares of stock of Abazias, Inc. The
Letter of Intent required us to change our name as soon as practicable after
execution. The Letter of Intent is attached as Exhibit B. A final agreement is
being negotiated. Abazias' business is on-line diamond dealer.
Our Board of Directors has determined that it is in our best interest to
adopt at this time the name of the company we are acquiring, which is
anticipated to be a condition of closing of the Abazias transaction.
Consequently, the Board of Directors has recommended changing our name from
'Hunno Technologies, Inc.' to 'Abazias, Inc.'
EFFECTS OF THE NAME CHANGE
Changing our name will not have any effect on our corporate status, the
rights of stockholders or the transferability of outstanding stock certificates.
Outstanding stock certificates bearing the name 'Hunno Technologies, Inc.' will
continue to be valid and represent shares of Abazias, Inc. following the name
change. In the future, new stock certificates will be issued bearing our new
name, but this will in no way affect the validity of your current stock
certificates.
VOTE REQUIRED
The affirmative vote of the holders of a majority of our outstanding common
stock is required to change our name from 'Hunno Technologies, Inc.' to
'Abazias, Inc.,' which vote was obtained by a majority written consent dated
August 21, 2003.
PURPOSE OF INCREASING NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company is contractually obligated to use some of the additional
authorized shares of common stock for issuance upon the closing of the common
stock purchase agreement with Abazias, Inc. The number of issued and outstanding
shares that must be issued to shareholders of Abazias, Inc. in exchange for
their shares in Abazias, Inc. exceeds the currently authorized and unissued
shares of common stock of the Company. In addition to the reasons set forth
above, the Company's Board of Directors believes that it is desirable to have
additional authorized shares of common stock available for other possible future
financings, possible future acquisition transactions and other general corporate
purposes. The Company's Board of Directors believes that having such additional
authorized shares of common stock available for issuance in the future should
give the Company greater flexibility and may allow such shares to be issued
without the expense and delay of a special shareholders' meeting. Although such
issuance of additional shares with respect to future financings and acquisitions
would dilute existing shareholders, management believes that such transactions
would increase the value of the Company to its shareholders.
The amendment to the Company's Articles of Incorporation provides for the
authorization of 30,000,000 additional shares of the Company's common stock. As
of August 27, 2003, 11,867,109 shares of the Company's common stock were
outstanding.
The amendment to the Company's Articles of Incorporation shall be filed
with the Delaware Secretary of State so that the Article 4(a) of the Articles of
Incorporation shall be as follows:
The amount of the total authorized capital stock of this Corporation
is One Hundred Fifty Million (150,000,000) shares of Common Stock,
with a par value of $.001 per share and One Million (1,000,000) shares
of Preferred Stock, with a par value of $.001 per share.
There are certain advantages and disadvantages of voting for an increase in
the Company's authorized common stock. The advantages include:
o The ability to raise capital by issuing capital stock under the
transaction described above, or other financing transactions.
o The ability to fulfill our Company's obligations by having capital
stock available upon the exercise or conversion of outstanding
convertible debentures.
o To have shares of common stock available to pursue business
expansion opportunities, if any.
The disadvantages include:
o Dilution to the existing shareholders, including a decrease in our
net income per share in future periods. This could cause the market
price of our stock to decline.
The issuance of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the Company's Board of
Directors' desires. A takeover may be beneficial to independent shareholders
because, among other reasons, a potential suitor may offer such shareholders a
premium for their shares of stock compared to the then-existing market price.
The Company does not have any plans or proposals to adopt provisions or enter
into agreements that may have material anti-takeover consequences.
VOTE REQUIRED
The affirmative vote of the holders of a majority of our outstanding common
stock is required to increase the authorized shares of common stock to
150,000,000, which vote was obtained by a majority written consent dated August
27, 2003.
DISSENTERS' RIGHTS OF APPRAISAL
The Delaware General Corporation Law does not provide for appraisal rights
in connection with our name change.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith file reports, proxy
statements and other information including annual and quarterly reports on Form
10-K and 10-Q with the Securities and Exchange Commission. Reports and other
information filed by us can be inspected and copied at the public reference
facilities maintained at the Securities and Exchange Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Securities and Exchange Commission also
maintains a web site on the Internet (http://www.sec.gov) where reports, proxy
and information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge.
EXHIBIT A
WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDER
OF
HUNNO TECHNOLOGIES, INC.
PURSUANT TO SECTION 228(a) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
The following action is taken by the majority stockholder of Hunno
Technologies, Inc., a Delaware corporation (the 'Corporation'), by written
consent, as of August 21, 2003, pursuant to Section 228(a) of the General
Corporation Law of the State of Delaware (the 'DGCL') permitting such action to
be taken.
AMENDMENT OF CORPORATION'S NAME
WHEREAS, the Board has determined that it is in the best interests of the
Corporation to amend its certificate of incorporation to change the
Corporation's name from 'Hunno Technologies, Inc.' to Abazias, Inc.';
WHEREAS, the Board has adopted resolutions (i) setting forth the proposed
amendment and declaring its advisability and (ii) authorizing and directing the
preparation and filing of an amendment to the Certificate of Incorporation of
the Company, memorializing this corporate name change; and
WHEREAS, Section 242 of the DGCL requires that a majority of the
Corporation's outstanding stock entitled to vote must approve such a proposed
amendment and restatement.
NOW, THEREFORE, BE IT RESOLVED, that the undersigned hereby approves the
proposed amendment, as set forth in Exhibit A attached hereto.
IN WITNESS WHEREOF, the undersigned, being the majority stockholder of this
Corporation, does hereby consent to the foregoing action as of the day and year
first above written.
Marc Baker
EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
OF
HUNNO TECHNOLOGIES, INC.
Hunno Technologies, Inc. (the 'Corporation') is a corporation organized and
existing under the laws of the State of Delaware. This Amendment to Certificate
of Incorporation of the Corporation (the Amendment), , was duly adopted in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware. The Corporation does hereby certify on this 29th day of September,
2003 that Article First is amended as follows:
ARTICLE FIRST
NAME
The name of the corporation is: Abazias, Inc. (the 'Corporation').
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the
Corporation herein before named, hereby executes and acknowledges that the facts
set forth herein are true under penalties of perjury on the date first written
above.
By:
-----------------------------------
Name: Marc Baker
Title: Chief Executive Officer
EXHIBIT B
HUNNO TECHNOLOGIES, INC.
2700 North 29th Avenue, Suite 305,
Hollywood, FL 33020
August 21, 2003
Abazias, Inc.
Re: Letter of Intent
Dear Sirs:
This letter sets forth a proposal under which Hunno Technologies, Inc. ["Buyer"]
will acquire in a share exchange all of the issued and outstanding shares of
common stock of Abazias, Inc. ["Seller"]. Nothing in this proposal constitutes a
binding agreement. The parties agree to work in good faith to reach a final
agreement, but are in no way obligated to do so.
We propose the following:
Purchase and Sale. Subject to all the terms and conditions of a Final Agreement,
if any, at the Closing, the Seller agrees to receive from the Buyer, and Buyer
agree to issue to the shareholders of the Seller (a "Shareholder") 50,000,000
Shares of Common Stock of the Buyer ("Buyer Shares") (the "Share Consideration")
in exchange for the transfer of 1,000,000 shares of the Common Stock of the
Seller ("Seller's Shares") to the Buyer. Each Seller's Share that is issued and
outstanding immediately before the Closing, other than shares with respect to
which the right to dissent has been exercised, shall entitle the holder thereof
to receive 50 Buyer Shares.
Closing. The parties shall hold the Closing no later than 30 days after the
execution of a Final Agreement, if any, (the "Closing Date"), at 11:00 A.M.,
local time, at the offices of Buyer, or at such other time and place as the
parties may agree upon.
Name Change and Reincorporation. As soon as practical after signing this letter
of intent, Hunno shall change its name to Abazias, Inc. (the "Name Change").
Shareholder consent will be required under a Schedule 14C filed with the SEC and
relevant provisions of Delaware law. The Schedule 14C shall be filed with the
SEC and mailed to Hunno Stockholders as required.
Board of Directors and Officers. On Closing, Marc Baker, the sole officer and
director of Hunno, shall resign, his resignation as a director being effective
10 days after the mailing of the Schedule 14F referred to below. At Closing, the
size of the Hunno Board shall be increased to 3 persons. Mr. Oscar Rodriquez
shall be designated as Chairman of the Board of Hunno Technologies, Inc. and Mr.
Jesus Diaz, and Mr. Aaron Taravella shall be designated as additional board
members, also effective 10 days after the mailing of the Schedule 14F referred
to below. This will require the designation of additional directors and filing
of a Schedule 14F with the SEC and the mailing of the Schedule 14F to
shareholders of Hunno 10 days prior to the date the new directors can take
office. At closing, the following shall be elected officers of Hunno: Oscar
Rodriquez - CEO, Jesuz Diaz - CFO, and Aaron Taravella - CIO.
Stock Redemption. Prior to closing, Buyer shall have redeemed 9,500,000 shares
of its common stock from Marc Baker such that at Closing, such that there will
only be 2,376,109 shares issued and outstanding at closing.
If the foregoing is acceptable, please sign the Letter of Intent and return it
to us.
Sincerely,
Marc Baker, President
Agreed and Accepted:
Abazias, Inc.
By: ______________________
Its: ______________________
EXHIBIT C
WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDER
OF
HUNNO TECHNOLOGIES, INC.
PURSUANT TO SECTION 228(a) OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
The following action is taken by the majority stockholder of Hunno
Technologies, Inc., a Delaware corporation (the 'Corporation'), by written
consent, as of August 27, 2003, pursuant to Section 228(a) of the General
Corporation Law of the State of Delaware (the 'DGCL') permitting such action to
be taken.
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
WHEREAS, the Board has determined that it is in the best interests of the
Corporation to amend its certificate of incorporation to increase the number of
authorized shares of common stock from 30,000,000 to 150,000,000;
WHEREAS, the Board has adopted resolutions (i) setting forth the proposed
amendment and declaring its advisability and (ii) authorizing and directing the
preparation and filing of an amendment to the Certificate of Incorporation of
the Company, memorializing this corporate name change; and
WHEREAS, Section 242 of the DGCL requires that a majority of the
Corporation's outstanding stock entitled to vote must approve such a proposed
amendment and restatement.
NOW, THEREFORE, BE IT RESOLVED, that the undersigned hereby approves the
proposed amendment, as set forth in Exhibit A attached hereto.
IN WITNESS WHEREOF, the undersigned, being the majority stockholder of this
Corporation, does hereby consent to the foregoing action as of the day and year
first above written.
Marc Baker
EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
OF
HUNNO TECHNOLOGIES, INC.
Hunno Technologies, Inc. (the 'Corporation') is a corporation organized and
existing under the laws of the State of Delaware. This Amendment to Certificate
of Incorporation of the Corporation (the Amendment), was duly adopted in
accordance with Sections 242 and 245 of the General Corporation Law of the State
of Delaware. The Corporation does hereby certify on this 29th day of September,
2003 that Article Fourth (a) is amended as follows:
FOURTH. (a) The amount of the total authorized capital stock of this
Corporation is One Hundred Fifty Million (150,000,000) shares of
Common Stock, with a par value of $.001 per share and One Million
(1,000,000) shares of Preferred Stock, with a par value of $.001 per
share.
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the
Corporation herein before named, hereby executes and acknowledges that the facts
set forth herein are true under penalties of perjury on the date first written
above.
By:
-----------------------------------
Name: Marc Baker
Title: Chief Executive Officer
