UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE PRE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
(RULE 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X]
Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
Hotgate Technology, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
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333-129388 | 71-098116 |
(Commission File Number) | (IRS Employer Identification No.) |
Room 1602, Aitken Vanson Center
61 Hoi Yuen Road
Kwun Tong, H ong Kong
(Address of principal executive offices and zip code)
(852) 2270-0688
(Registrant's telephone number including area code)
Payment of Filing Fee (check the appropriate box):
[X]
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[ ]
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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.
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Hotgate Technology, Inc.
Room 1602, Aitken Vanson Center
61 Hoi Yuen Road
Kwun Tong, Hong Kong
Dear Shareholders:
We are writing to advise you that we intend to amend our Articles of Incorporation to change the name of our company.
This action was approved on October 26, 2010 by our Board of Directors. In addition, on October 26, 2010 our officers and directors and other shareholders who hold a majority of our issued and outstanding voting securities have approved this action, with an effective date as soon as possible but not less than 20 days from the date this information statement is first mailed to our shareholders. Our majority shareholders approved this action by written consent in lieu of a special meeting in accordance with the relevant section of the Nevada Revised Statutes.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The accompanying information statement is furnished only to inform our shareholders of the actions described above before they take place in accordance with Section 78.302 of the Nevada Revised Statutes and Rule 14c-2 of the Securities Exchange Act of 1934. This Information Statement is first mailed to you on or about October ______, 2010.
Please feel free to call us at (852) 2270-0688 should you have any questions on the enclosed Information Statement.
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Hotgate Technology, Inc. |
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By:/s/Wei Chuan Beng |
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Wei Chuan Beng, Chief Executive Officer | ||
Hotgate Technology, Inc.
Room 1602, Aitken Vanson Center
61 Hoi Yuen Road
Kwun Tong, Hong Kong
Telephone: (852) 2270-0688
INFORMATION STATEMENT REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY SHAREHOLDERS
IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the shareholders of Hotgate Technology, Inc. in connection with the adoption of an amendment to our Articles of Incorporation by written consent of our Board of Directors and the holders of a majorit y of our issued and outstanding voting securities in lieu of a special meeting.
On October 26, 2010 our Board of Directors approved an amendment to our Articles of Incorporation (the “Amendment”) which when effective will change our corporate name to REDtone Asia, Inc.
The full text of the form of Amendment is attached to this Information Statement as Exhibit A. This action will become effective as soon as possible but not less than 20 days after the date this information statement is first mailed to our shareholders (the “Effective Date”) in accordance with the written consent of the holder of a majority of our issued and outstanding voting securities and the filing of the Amendment with the Secretary of State of Nevada in accordance with the relevant sections of the Nevada Revised Statutes.
The Board of Directors has fixed October 26, 2010 as the record date for determining those of our shareholders entitled to receive this information statement.
This Information Statement is first being mailed on or about October _____, 2010, to our shareholders and is being delivered to inform you of the corporate actions described herein in accordance with Section 78.302 of the Nevada Revised Statutes and Rule 14c-2 of the Securities Exchange Act of 1934. No dissenter’s rights are afforded to our shareholders under Nevada law as a result of the adoption of the Amendment.
The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of reco rd by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
OUR PRINCIPAL SHAREHOLDERS
On October 25, 2010, there were 282,315,356 shares of our common stock outstanding. Our common stock is our only class of voting securities. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders. The following table sets forth, as of that date, information known to us relating to the beneficial ownership of these shares by:
| each person who is the beneficial owner of more than 5% of the outstanding shares of voting securities; |
| each director; |
| each executive officer; and |
| all executive officers and directors as a group. |
We believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Under securities laws, a person is considered to be the beneficial owner of securities he owns and that can be acquired by him within 60 days from October ____, 2010 upon the exercise of options, warrants, convertible securities or other understandings. We determine a beneficial owner's percentage ownership by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person and which are exercisable within 60 days of Octo ber ____, 2010, have been exercised or converted.
| Amount of Beneficial Ownership | |
| Common Stock | |
Name | # of Shares | % of Class |
REDtone International Berhad | 260,619,364 | 92.31% |
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THE AMENDMENT
On the Effective Date, the Amendment will change our corporate name to REDtone Asia, Inc.
Name change
The Amendment will change the name of our company from Hotgate Technology, Inc. to REDtone Asia, Inc. The Company has elected to change its name to reflect the new business direction of the Company and the Company’s plans for the future.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:
Public Reference Room Office
100 F Street, N.E.
Room 1580
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public refe rence facilities.
EXHIBIT A
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
Hotgate Technology, Inc.
(Under Section 78.302 of the Nevada Revised Statutes)
The undersigned, being all of the Directors of Hotgate Technology, Inc., a corporation organized and existing under and by virtue of the Revised Statutes of the State of Nevada (the "Corporation"), does hereby certify that the following resolutions were duly adopted by the Board of Directors of the Corporation as required by Section 78.302 of the Nevada Revised Statutes:
WHEREAS, as provided in the Corporation’s Articles of Incorporation, the name of this Corporation is Hotgate Technology, Inc.
Name Change
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors be and hereby amends the Corporation’s Articles of Incorporation to change the name of the Corporation from Hotgate Technology, Inc. to REDtone Asia, Inc., and be it
RESOLVED, that Art icle I of the Corporation’s Articles of Incorporation - NAME - be and the same hereby is replaced, in its entirety, by the following:
ARTICLE I
NAME
The name of this Corporation is REDtone Asia, Inc.
Effective Date
These Articles of Amendment shall become effective on October ___, 2010.
[Remainder of page intentionally left blank; signature page to follow.]
IN WITNESS WHEREOF, the undersigned, being all of the Directors of the Corporation, have executed these Articles of Amendment as of October 26, 2010.
/s/Lau Bik Soon____________________
/s/Wei Chuan Beng_____________
Lau Bik Soon, Director
Wei Chuan Beng, Director and CEO
/s/Zainal Zmanshah Bin Zainal_ ______
Zainal Amanshah Bin Zainal Arshad, Director
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EXHIBIT B
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
OF
HOTGATE TECHNOLOGY, INC.
The undersigned, being all of the members of the board of directors (the “Board”) of Hotgate Technology, Inc. a Nevada corporation (the “Company”), hereby consent, pursuant to the laws of the state of Nevada, to the adoption of the following resolutions taking or authorizing the actions specified therein without a meeting:
RESOLVED, that the Board hereby approves the Certificate of Amendment to the Articles of Incorporation substantially in form attached hereto as Exhibit A authorizing (i) the change of the Company’s name to REDtone Asia, Inc. (the “Name Change”); and be it further
RESOLVED, that the Company submit to the ho lders of its voting stock for approval, the Certificate of Amendment authorizing the Name Change.
General Authorization and Ratification
RESOLVED, that as used in these resolutions, the term “the proper officers” of the Company shall mean the Chief Executive Officer, the President and the Chief Financial Officer of the Company, and each of them, and with respect to matters involving only certification, attestation or countersignatures, any Secretary or Assistant Secretary of the Company; and that the proper officers of the Company be, and each of them acting alone hereby is, authorized and empowered, acting in the name and on behalf of the Company, to take such action and to execute and deliver all agreements, documents, and instruments referred to expressly or generally in the preceding resolutions, and any amendments, supplements, or modifications to any of such agreements, documents, and instruments; such actions, agreements, documents, instruments, amendments, supplements, and modifications shall be in such form and substance as the proper officer executing the same may, in his or her sole discretion, deem to be in the best interest of the Company in connection with or arising out of the transactions contemplated by the foregoing resolutions; and be it further
RESOLVED, that the proper officers of the Company be, and each of them hereby is, empowered to approve or authorize, as the case may be, such further action and the preparation, execution, and delivery of all such further instruments and documents in the name and on behalf of the Company, and to pay all such expenses and taxes, as in their judgment shall be necessary, proper, or advisable in order to carry out the intent an d accomplish the purposes of the foregoing resolutions; and be it further
RESOLVED, that any and all actions heretofore taken by the directors or officers of the Company on behalf of the Company in furtherance of the actions authorized or contemplated by the foregoing resolutions be, and they hereby are, ratified, approved, and confirmed in all respects, including, without limitation, the execution and delivery of any documents and instruments, including amendments, supplements, or modifications thereto as have been necessary or appropriate in order to effectuate the actions contemplated by the foregoing resolutions.
This Consent may be executed in one or more counterparts, includin g with signatures on separate copies, all of which shall constitute the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this consent as of the 26th day of October, 2010.
/s/Lau Bik Soon____________________
/s/Wei Chuan Beng_____________
Lau Bik Soon, Director
Wei Chuan Beng, Director
/s/Zainal Zmanshah Bin Zainal_______
Zainal Amanshah Bin Zainal Arshad, Director
[Exhibits Omitted]
EXHIBIT C
WRITTEN CONSENT
OF THE HOLDERS OF A MAJORITY OF THE
VOTING STOCK
OF
HOTGATE TECHNOLOGY, INC.
The undersigned, constituting the holders of a majority of the shares of Common Stock (collectively, the “Stockholders”) of Hotgate Technology, Inc. a Nevada corporation (the “Company”), do hereby adopt by this written consent, the following resolutions with the same force and effect as if they had been adopted at a duly convened meeting:
WHEREAS, the Board of Directors of the Company, having considered changing the name of the Company to REDtone Asia, Inc. (the “Name Change”) and deems such Name Change advisable and in the best interests of the Company and its Stockholders.
NOW , THEREFORE, BE IT
RESOLVED, that, the Articles of Incorporation of the Company be and hereby are amended to authorize and enact the name change of the Company to REDtone Asia, Inc.; and
RESOLVED, that the Certificate of Amendment to the Articles of Incorporation substantially in form attached hereto as Exhibit A authorizing the Name Change be and hereby is in all respects approved.
IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent as of the 26th day of October, 2010.
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/s/Wei Chuan Beng |
REDtone International Berhad |
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No. of Shares of Common Stock: 260,619,364 |
