UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendments No.)
Check the appropriate box:
[[X] Preliminary Information Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[ ] Definitive Information Statement by Rule 14c-5 (d)(2))
CHINA VOIP & DIGITAL TELECOM, INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
CHINA VOIP & DIGITAL TELECOM, INC.
RM 508, No. 786 Xinluo Street
High-Tech Industrial Development Zone, Jina, China
December 20, 2007
Dear Stockholder:
The accompanying Information Statement is being furnished to the holders of
shares of the common stock of China VOIP & DIGITAL Telecom, Inc. (the “Company"), a Nevada corporation. The Board of Directors (the "Board") is not soliciting your proxy
and you are requested not to send us a proxy. The purpose of this Information
Statement is to notify you of actions already approved by written consent of a
majority of the voting stockholders and directors. Pursuant to Rule 14c-2 of the
Securities Exchange Act of 1934, the following actions will not be effective
until twenty (20) days after the date the Information Statement is mailed to the
stockholders:
1. To authorize the Company's Board of Directors to amend our Articles of
Incorporation to: (i) increase the number of authorized shares of Common Stock
to two hundred million (200,000,000) shares of common stock, par value $0.001 per share;
The enclosed Information Statement is being mailed on or about December 20,
2007 to stockholders of record as of the close of business on December 20, 2007.
You are urged to read the enclosed Information Statement in its entirety.
For the Board of Directors of
CHINA VOIP & DIGITAL TELECOM, INC.
By: /s/ Li Kunwu
-------------------------
Li Kunwu
Chairman, CEO
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
CHINA VOIP & DIGITAL TELECOM, INC.
RM 508, No.786 Xinluo Street
High-Tech Industrial Development Zone, Jinan, China
INFORMATION STATEMENT
December 20, 2007
GENERAL INFORMATION
This Information Statement has been filed with the Securities and Exchange
Commission and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the “Exchange Act"), to the holders (the
"Stockholders") of the common stock, par value $0.001 per share (the "Common
Stock"), of China VOIP & Digital Telecom, Inc., a Nevada Corporation (the "Company"), to notify such Stockholders of the following:
On December 20, 2007, pursuant to Nevada Revised Statutes ("N.R.S.")
78.320, the Company received written consents in lieu of a meeting of
Stockholders from Stockholders holding by proxy 27,840,000 shares,
representing 52.56% of the 52,968,000 outstanding shares of Common
Stock (the "Majority Stockholders"), authorizing the Company's Board
of Directors to amend our Articles of Incorporation to: increase the number
of authorized shares of Common Stock to two hundred million(200,000,000) shares of Common Stock, par value $0.001 per share.
On December 20, 2007, pursuant to N.R.S. 78.315, the Board of Directors of
the Company unanimously approved the above actions, subject to Stockholder
approval. According to N.R.S. 78.390, a majority of the outstanding shares of
voting capital stock entitled to vote on the matter is required in order to
amend the Company's Articles of Incorporation. The Majority Stockholders
approved the actions by written consent in lieu of a meeting on December 20,
2007 in accordance with the N.R.S. Accordingly, your consent is not required and
is not being solicited in connection with the approval of the Amendments.
We Are Not Asking You For A Proxy And You Are Requested Not To Send A Proxy.
The entire cost of furnishing this Information Statement will be borne by
the Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on December 20, 2007,
as the record date (the "Record Date") for the determination of
Stockholders who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to Section
14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in
accordance therewith, the Amendments will not be filed with the Secretary of
State of the State of Nevada become effective until at least 20 calendar days
after the mailing of this Information Statement.
This Information Statement is being mailed on or about December 21, 2007 to
all Stockholders of record as of the Record Date.
OUTSTANDING VOTING SECURITIES
As of the date of the Consent by the Majority Stockholders, December 20,
2007, the Company had 52,968,000 shares of Common Stock issued and
outstanding. Each share of outstanding Common Stock is entitled to one vote on
matters submitted for Stockholder approval.
On December 20, 2007, the holders of 52.56% of the issued and outstanding
shares of Common Stock executed and delivered to the Company a written consent
approving the Amendments. Since the Amendments have been approved by the Majority
Stockholders, no proxies are being solicited with this Information Statement.
The N.R.S. provides in substance that unless the Company's Articles of
Incorporation provides otherwise, stockholders may take action without a meeting
of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the number of shares
of the Company's Common Stock beneficially owned on December 20, 2007, the
Record Date, by each person who is known by the Company to beneficially own 5%
or more of the Company's Common Stock, each of the Company's directors and
executive officers, and all of the Company's directors and executive officers,
as a group:
|
|
|
|
|
Title of class | Name and Address of Beneficial Owner | Position Held | Number of Shares | Percent of Class(2) |
|
|
|
|
|
Common stock | Li Kunwu(1) | Chief Executive Officer and Principal Accounting Officer | 6,200,000 | 11.71% |
Common stock | Wang Qinghua(1) | Director | 6,200,000 | 11.71% |
Common stock | Xu Yinyi(1) | Director | 2,880,000 | 5.44% |
Common Stock | Jiang Yanli (1) | Director | 0 | 0% |
Common Stock | Kan Kaili (1) | Director | 0 | 0% |
|
| Directors and Officers as a Group (5) | 15,280,000 | 28.86% |
(1)
The listed address for the shareholder is at RM 508, No. 786 Xinluo Street High-Tech Industrial Development Zone, Jina, China
(2)
Percentage calculated based upon a total of 52,968,000 shares outstanding as of the date of this filing.
DISSENTER'S RIGHTS OF APPRAISAL
The Stockholders have no dissenter's rights of appraisal.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
A. Increase the Number of Authorized Shares of Common Stock From 75,000,000
to 200,000,000
General
The Company’s Articles of Incorporation authorizes the maximum number of
shares outstanding at any time shall be seventy-five million (75,000,000) shares of Common Stock. On December 20, 2007, the Board of Directors approved an amendment to the Articles of Incorporation to authorize two hundred million (200,000,000) shares of Common Stock. The Board
of Directors is authorized to fix the number of shares of and to determine or
alter the rights, preferences, privileges and restrictions granted to or imposed
upon the Common Stock. On December 20, 2007, the holders of a majority of the
outstanding shares of Common Stock approved the amendment by written consent.
The purpose of increasing the number of authorized shares of common stock is to provide additional shares which will be issued to fulfill possible future financings and such other corporate purposes as the Board of Directors determines in its discretion. The increase in the number of authorized shares of common stock would enable us to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of stockholders.
After the additional shares are used for the specific purposes set forth
above, the general purpose and effect of the amendment to the Company's Articles
of Incorporation in authorizing additional shares of Common Stock will be to use
such additional shares of common stock for general corporate purposes, including
acquisitions, equity financings, stock dividends, stock splits or other
recapitalizations, and grants of stock options. When the Board of Directors
deems it to be in the best interests of the Company and the Stockholders to
issue additional shares of Common Stock in the future from authorized shares,
the Board of Directors generally will not seek further authorization by vote of
the Stockholders, unless such authorization is otherwise required by law or
regulations.
The additional authorized shares of Common Stock could also have an
anti-takeover effect. If the Company’s Board of Directors desires to issue
additional shares in the future, such issuance could dilute the voting power of
a person seeking control of the Company, thereby deterring or rendering more
difficult a merger, tender offer, proxy contest or an extraordinary corporate
transaction opposed by the Company.
We have no other plans, proposals, or arrangements, written or otherwise,
to issue any of the additional authorized shares of common stock for the above
mentioned purposes.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-K and 10-Q (the "1934 Act Filings") with the
Securities and Exchange Commission (the “Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1580, 100 F Street,
NE, Washington, DC 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site
on the Internet (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. |
| Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007; |
2. |
| Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007; |
3. |
| Quarterly Report on Form 10-QSB for the year ended March 31, 2007; and |
4. |
| Annual Report on Form 10-KSB for the year ended December 31, 2006; |
EFFECTIVE DATE OF AMENDMENTS
Pursuant to Rule 14c-2 under the Exchange Act, the filing of the Amendments
to the Articles of Incorporation with the Nevada Secretary of State or the
effective date of such filing, shall not occur until a date at least twenty (20)
days after the date on which this Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated hereby will
be effected on or about the close of business on January 10, 2008.
By Order of the Board of Directors
/s/ Li Kunwu
---------------------
Li Kunwu
Chief Executive Officer, and Director