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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] | Preliminary Information Statement | |
[ ] | Confidential, for Use of the Commission | |
(only as permitted by Rule 14c-5(d)(2)) | ||
[X] | Definitive Information Statement | |
[ ] | Definitive Additional Materials |
CHINA TEL GROUP INC. (Name of Registrant Specified In Its Charter) |
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. |
(Name of Person(s) Filing Information Statement, if other than the Registrant)
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[ ] | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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(2) | Aggregate number of securities to which transaction applies: |
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(4) | Proposed maximum aggregate value of transaction: 0 |
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[ ] | 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 fee for which the offsetting fee was paid previously. Identify the | ||
previous filing by registration filing. |
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(2) | Form, Schedule or Registration Statement No. |
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Date Filed: May 5, 2008 |
CHINA TEL GROUP INC. 8105 Irvine Center Drive, Suite 800 Irvine, California 92618 |
NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
May 5, 2008 To the Stockholders ofCHINA TEL GROUP INC.: |
NOTICE IS HEREBY GIVEN that the holders of a majority of the outstanding shares in the common stock of China Tel Group Inc. (“we”, “us”, “our” or similar terms) have, by written consent in lieu of a special meeting of our stockholders, approved an amendment to our Articles of Incorporation to increase the number of our authorized shares of common stock and to create a class of preferred stock (collectively, the “Amendment”).
The Amendment is expected to be effected on or about May 25, 2008.
The attached Information Statement is being circulated to provide you with notice that stockholders holding a majority of the voting power of our common stock have, by written consent, approved of the Amendment. No further vote or action by our stockholders is required. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Amendment cannot become effective until twenty (20) days after the date this Information Statement is mailed to our stockholders.
This Notice and the attached Information Statement are being sent to you for informational purposes only, and you are not being asked to take any action with respect to the Amendment.
By Order of the Board of Directors, |
/s/ Michael M. Laidlaw Michael M. Laidlaw |
/s/ William G. Timmins William G. Timmins |
DEFINITIVE INFORMATION STATEMENT CHINA TEL GROUP INC. a Nevada corporation 8105 Irvine Center Drive, Suite 800 Irvine, California 92618 |
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL |
This Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being furnished to the holders of the outstanding shares of common stock, par value $0.001, of China Tel Group Inc., a Nevada corporation (“we”, “us”, “our” or similar terms). The purpose of this Information Statement is to provide notice that our stockholders holding an aggregate of seventy-five percent (75.0%) of our outstanding common stock have, by written consent, approved of an amendment to our Articles of Incorporation to:
- Increase the number of authorized shares of our common stock from 200 million to 500 million, par value $0.001(“Common Stock Proposal”); and
- Create a new class of preferred stock consisting of 58,909,099 authorized shares, with each share having the rightto cast three (3) votes for each action for which the shareholders have a right to vote (the “Preferred StockProposal”; theCommon Stock Proposaland thePreferred Stock Proposalare collectively referred to herein asthe “Amendment”).
This Information Statement was mailed on or about May 5, 2008 to those persons who were our stockholders as of the close of business on February 22, 2008. TheAmendmentis expected to become effective on or about May 25, 2008. We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. We 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.
As our stockholders holding seventy-five percent (75.0%) of our outstanding common stock have already approved of theAmendmentby written consent, we are not seeking approval for theAmendmentfrom any of our remaining stockholders, nor will they be given an opportunity to vote on theAmendment. All necessary corporate approvals have been obtained, and this Information Statement is being furnished solely for the purpose of providing advance notice to our stockholders of theAmendmentas required by the Securities Exchange Act of 1934 (the “Exchange Act.”).
ACTION TAKEN BY WRITTEN CONSENT |
Our Board of Directors approved theAmendmenteffective March 14, 2008 and fixed March 17, 2008 (the “Record Date”) as the record date for determining the stockholders entitled to give written consent to theAmendment. Stockholders holding an aggregate of 57,600,000 shares of our outstanding common stock as of the Record Date, being equal to seventy-five percent (75.0%) of the number of shares then outstanding, have executed written consent resolutions approving the
Amendment.
Pursuant to Section 78.390 of the Nevada Revised Statutes (the “NRS”), the approval of a majority of our voting power is required in order to effect theAmendment. Section 78.320(2) of the NRS eliminates the need to hold a special meeting of our stockholders to approve theAmendmentby providing that, unless our Articles of Incorporation or Bylaws state otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent is signed by stockholders holding at least a majority of our voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect theAmendmentas early as possible, our Board of Directors resolved to proceed with theAmendmentby written consent of our stockholders.
EXPECTED DATE FOR EFFECTING THE AMENDMENT
Under Section 14(c) of the Exchange Act and Rule 14c-2 promulgated thereunder, theAmendmentcannot be effected until twenty (20) days after the date this Information Statement is sent to our stockholders. This Information Statement was sent
on or about May 5, 2008 (the “Mailing Date”) to our stockholders of as of the Record Date. We expect to effect theAmendmentby filing a Certificate of Amendment with the Nevada Secretary of State approximately twenty (20) days after the Mailing Date. The effective date of theAmendmentis expected to be on or about May 25, 2008 (the “Effective Date”).
OUTSTANDING VOTING STOCK OF THE COMPANY |
Our Board of Directors fixed the close of business on March 17, 2008, as the Record Date for determining the stockholders entitled to approve theAmendmentand to receive copies of this Information Statement. As of the Record Date, there were 76,808,000 shares of our common stock outstanding. Our common stock constitutes the sole outstanding class of our voting securities. Each share of common stock entitles the holder thereof to one (1) vote on all matters submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 17, 2008, with respect to the beneficial ownership of our common stock by each person known by us to be the beneficial owner of more than five percent (5%) of the common stock by each of our officers and directors, and by our officers and directors as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors and five percent (5%) shareholders have the right to exercise in the next sixty (60) days) are exercised and additional shares of common stock are issued.
Beneficial Ownership as of March 17,2008 | ||||||
Name and Address of | Amount and Nature of | Percent of Class | ||||
Title of Class | Beneficial Owner (1) | Beneficial Ownership (2) | (3) | |||
Class A | 36,000,000 | 46.9% | ||||
Michael Laidlaw | ||||||
Common Stock | # 102 - 7281 Cambie Street, Vancouver, | |||||
B.C., Canada, V6P 3H4 | ||||||
Class A | 21,600,000 | 28.1% | ||||
William Timmins | ||||||
Common Stock | 3394 Williams Avenue, North | |||||
Vancouver, B.C., Canada, V7K 2Z6 | ||||||
All officers and directors | 57,600,000 | 75.0% | ||||
as a group | ||||||
(1) | Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial. |
(2) | Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges outstanding. |
(3) | Based on 76,808,000 common shares issued and outstanding as of March 17, 2008. |
AMENDMENT OF OUR ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF OUR COMMON STOCK
On March 14, 2008, our Board of Directors unanimously executed a unanimous written consent authorizing and recommending that our stockholders approve a proposal to affect the Common Stock Proposal. Effective as of the Record Date, shareholders holding 57,600,000 shares, or seventy-five percent (75.0%) of the outstanding shares of our common stock, executed a written consent authorizing and approving the Common Stock Proposal. A Certificate of Amendment to our Articles of Incorporation in the form attached hereto as Exhibit “A” is expected to be filed with the Nevada Secretary of State with respect to theAmendmenttwenty (20) days after the date this Information Statement is sent to our stockholders. The Effective Date of theAmendmentis expected to be May 25, 2008. However, pursuant to Section 78.390 of the NRS,
our Board of Directors reserves the right to abandon theAmendmentat any time prior to the Effective Date if they deem it appropriate to do so.
Currently, we are not conducting any business. |
We anticipate acquiring certain assets or a business related to
telecommunications in the People’s Republic of China. Following the acquisition of such assets, we will be attempting to raise up to $200 million in equity to take advantage of such assets. It is necessary for us to increase the authorized number of shares of our common stock to be able to conduct such equity financing.
AMENDMENT OF OUR ARTICLES OF INCORPORATION TO
CREATE A CLASS OF PREFERRED STOCK |
On March 14, 2008, our Board of Directors unanimously executed a unanimous written consent authorizing and recommending that our stockholders approve a proposal to affect the Preferred Stock Proposal. Effective as of the Record Date, shareholders holding 57,600,000 shares, or seventy-five percent (75.0%) of the outstanding shares of our common stock, executed a written consent authorizing and approving the Preferred Stock Proposal. A Certificate of Amendment to our Articles of Incorporation in the form attached hereto as Exhibit “A” is expected to be filed with the Nevada Secretary of State with respect to theAmendmenttwenty (20) days after the date this Information Statement is sent to our stockholders. The Effective Date of theAmendmentis expected to be May 25, 2008. However, pursuant to the written consent resolutions executed by May 25, 2008, and Section 78.390 of the NRS, our Board of Directors reserves the right to abandon theAmendmentat any time prior to the Effective Date if they deem it appropriate to do so.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer or any other person has any substantial interest, direct or indirect, in theAmendment.
NO DISSENTER’S RIGHTS |
Under the NRS, our dissenting stockholders are not entitled to appraisal rights with respect to theAmendment, and we will not independently provide our stockholders with any such right.
SOLICITATION COSTS |
We will bear the costs of preparing, assembling and mailing the Information Statement in connection with ourAmendment. Arrangements may be made with banks, brokerage houses, and other institutions, nominees, and fiduciaries, to forward the Information Statement to beneficial owners. We will, upon request, reimburse those persons and entities for expenses incurred in forwarding the Information Statement.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the Exchange Act and are required to file reports, proxy statements, and other information with the Securities and Exchange Commission regarding our business, financial condition, and other matters pursuant to and in accordance with the Exchange Act. You may read and copy the reports, proxy statements, and other information filed by us at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, NE, Room 1580, Washington DC 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for additional information about the public reference facilities. The reports, proxy statements, and other information filed with the Securities and Exchange Commission are also available to the public over the internet at http://www.sec.gov, the internet website of the Securities and Exchange Commission. All inquiries regarding our company should be addressed to our corpora te counsel at Lawler & Associates, PLC, Attn.: W. Scott Lawler, Esq., 11622 El Camino Real, Suite 100, San Diego, CA 92130.
BY ORDER OF THE CORPORATION’S BOARD OF DIRECTORS
/s/ Michael M. Laidlaw Michael M. Laidlaw |
/s/ William G. Timmins William G. Timmins |
EXHIBIT A |
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CHINA TEL GROUP INC. |
1. |
The name of the corporation is CHINA TEL GROUP INC. (the “Corporation”).
2.
The Articles of Incorporation of the Corporation as heretofore filed with the Secretary of State of the
State of Nevada on September 19, 2005, and as amended on January 11, 2007 and on April 8, 2008 (the “Articles”), are hereby amended such that the capital stock of the Corporation shall consist of the following classes of stock:
One (1) class of common stock, consisting of 500,000,000 authorized shares, par value $0.001 (the “Common
Stock”).
One (1) class of preferred stock consisting of 58,909,099 shares, par value $0.000, with the following rights and preferences (the “Preferred Stock”).
(a)Voting. Each holder of a share of Preferred Stock shall have the right to cast three (3) votes for each such share held by such shareholder at any duly called meeting of shareholders or pursuant to a written consent of shareholders.
(b)No Dividends. The holders of Preferred Stock shall not be entitled to participate with the holders of the Common Stock in the payment of any dividends payable by the Corporation, in cash or in kind.
(c)No Rights on Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of Preferred Stock shall not be entitled to receive any cash, cash-in-kind or assets whatsoever of the Corporation.
(d)Expiration. The Preferred Stock shall expire and be automatically converted into shares of Common Stock on
May 30, 2023. |
(e)Transferability. The shares of Preferred Stock shall not be at any time transferable.
3. |
The proposed amendment of the Articles of Incorporation as set forth in Paragraph 3 hereinabove was
approved on March 14, 2008 by the members of the Board of Directors of the Corporation and further approved on March 17, 2008, by the written consent of the shareholders of the Corporation owning the majority of the voting stock of the Corporation. The number of votes cast by such voting group was sufficient for approval by that voting group.
IN WITNESS WHEREOF, CHINA TEL GROUP INC. has caused its duly authorized corporate officer to execute these Articles of Amendment as of the ___ day of May, 2008.
CHINA TEL GROUP INC. |
By: Name: Title: |