INFORMATION STATEMENT PURSUANT TO
SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
x Preliminary information statement
o Confidential for use of the Commission only (as permitted by Rule 14c-5(d)(2)
o Definitive Information Statement
KINDER TRAVEL INC.
(Name of registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
x No fee required
o Fee computed on table below per Exchnage Act Rule 14c-5(G) AND 0-11
| (i) | Title of each class of securities to which transaction applies: ________ |
| (ii) | Aggregate number of securities to which transaction applies: _______ |
| (iii) | Per unit price of other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Sec forth the amount on which the filing is calculated and state how it was determined):__________ |
| (iv) | Proposed maximum aggregate value of transaction:_______ |
| (v) | Total fee paid: _____ |
o | Fee paid previously with preliminary materials |
| o | 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 of the form or schedule and the date of its filing. |
| (i) | Amount previously paid:______ |
| (ii) | Form, schedule or registration statement no.:_______ |
| (iii) | Filing party:__________ |
| (iv) | Date filed:____________ |
KINDER TRAVEL INC.
| Nevada | 00-52703 | 20-4939361 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1461 A. First Avenue, #360, New York, NY | 10021-2209 |
| (Address of principal executive offices) | (Zip Code) |
(646) 845-1920
Registrant’s telephone number, including area code
INFORMATION STATEMENT
DATED APRIL 22, 2009
GENERAL
This Information Statement is being circulated to the shareholders of Kinder Travel Inc., a Nevada corporation (the “Corporation”) in connection with the taking corporate action without a meeting upon the written consent dated April 21, 2009 (the “Written Consent”) of the holders of a majority of the outstanding shares of the Corporation’s $0.001 par value common stock (the “Common Stock”). The names of the shareholders who signed the Written Consent (the “Consenting Holders”) and their respective equity ownership of the Corporation is as follows: (i) Global Developments Inc. holding of record 876,000 shares of Common Stock (33.06%); (ii) Mardan Consulting Inc. holding of record 279,784 shares of Common Stock (10.56%); (iii) Curt Lehner holding of record 109,216 shares of Common Stock (4.12%); and Lisa Lehner holding of record 105,000 shares of Common Stock (3.96%).
As more completely described below, the matters upon which action is proposed to be taken is to: (i) approve the divesture and sale of the Corporation’s travel related products and assets in accordance with the terms and provisions of that certain asset purchase agreement dated April 20, 2009 between the Corporation and Dirk Holzhauer, a Director and former Officer of the Corporation (the “Asset Purchase Agreement”); (ii) approve a proposed amendment (the “Name Change Amendment”) to the Corporation’s Articles of Incorporation, as amended (the “Articles of Incorporation”) to effectuate a proposed change in the name of the Corporation (the “Name Change”) to Genova Biotherapeutics Inc.; (iii) approve a proposed amendment (the “Change in Capital Structure Amendment”) to the Corporation’s Articles of Incorporation to amend the authorized capital structure of the Corporation from 65,000,000 shares of common stock with a par value of $0.001 per share to 1,000,000,000 shares of common stock with a par value $0.00001 per share; and (iv) to approve and ratify the appointment of the current members of the Board of Directors of the Corporation and to duly appoint Hyunho Jin as a member of the board of Directors to serve until his successor is duly appointed.
The above actions were approved by our Board and the Consenting Holders on April 20, 2009 and April 21, 2009 respectively. Accordingly, we have secured the necessary authorization for the above actions.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO NOT SEND US A PROXY.
This Information Statement is being first sent or given to security holders on approximately May 4, 2009.
VOTING SECURITIES AND VOTE REQUIRED
On April 20, 2009, the Board of Directors authorized and approved, subject to shareholder approval, the corporate actions, which the Board of Directors deemed to be in the best interests of the Corporation and its shareholders. The Board of Directors further authorized the preparation and circulation of this information statement and a shareholders' consent to the holders of a majority of the outstanding shares of the Corporation’s Common Stock.
There are currently 2,650,000 shares of the Corporation’s Common Stock outstanding, and each share of Common Stock is entitled to one vote. The Written Consent of ten (10) or less shareholders of the Corporation holding at least 1,325,001 shares of the Common Stock issued and outstanding was necessary to approve the matters being considered. The record date for determining shareholders entitled to vote or give Written Consent is April 20, 2009 (the "Record Date"). Except for the Common Stock there is no other class of voting securities outstanding at this date.
The matter upon which action is proposed to be taken is: (i) the Asset Purchase Agreement; (ii) the Name Change Amendment to the Corporation’s Articles of Incorporation to effectuate the Name Change; (iii) the Change in Capital Structure Amendment to the Corporation’s Articles of Incorporation to effectuate the increase in authorized capital to 1,000,000,000 shares of Common Stock and amend the Par Value to $0.00001 per share; and (iv) approve and ratify the appointment of the current members of the Board of Directors of the Corporation and to duly appoint Hyunho Jin as a member of the board of Directors to serve until his successor is duly appointed.
The cost of this Information Statement, consisting of printing, handling and mailing of the Information Statement and related material, and the actual expense incurred by brokerage houses, custodians, nominees and fiduciaries in forwarding the Information Statement to the beneficial owners of the shares of Common Stock, will be paid by the Corporation.
DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.
Our directors and executive officers, their ages, positions held are as follows:
| Name | | Position |
| | | |
| Aaron Whiteman | 35 | President, Treasurer and Director |
| John Savin | 51 | Vice President |
| Hyunho Jin | 35 | Secretary |
| Dirk Holzhauer | 41 | Director |
Business Experience
Aaron Whiteman – Mr. Aaron Whiteman holds a Bachelors of Law Degree from Oxford University and an MBA from the London School of Economics. Most recently, he served as a vice president of Reliance Biotech, an Indian medical research company, responsible for business development and expansion into the European, Middle Eastern, and African regions. Prior to that, from May 2002 through May 2007, Aaron Whiteman was a vice president of Viranative AB, where he was responsible for promotion of the company’s products to strategic partners in the Sub-Saharan region. During his tenure, he successfully secured licensing agreements and commercial alliances with pharmaceutical giants Pharmacia (Upjohn), Astra Zeneca, and Glaxo Smith Kline. He has also held various executive, board, and advisory positions in the telecommunications industry.
John Savin – Dr. Savin was the chief executive officer of Physiomics plc, a cancer research and simulation company he founded in 2001, that was quoted on the London Alternative Investment Market in 2004. As the chief executive officer, Dr. Savin created a multi-disciplinary R&D team, raised equity funding, marketed to major pharmaceutical and biotech companies in Europe and USA, developed sales pipelines, and established a global marketing and technology strategic alliance with Bayer AG. He left Physiomics in 2006 to found Wendover Technology which provides consulting services to the biotechnology industry. Wendover Technology services include investment reports, due diligence on mergers and acquisitions, strategic planning, project management, and negotiating licensing agreements. Prior to Physiomics, Dr Savin was a top-rated investment analyst in the pharmaceutical and biotech sector in London. He has also worked as a high-level consultant and has an industry background in international marketing of life science products and DNA diagnostics. Dr. Savin was awarded a Ph.D. in organic chemistry from Nottingham University and has an MBA with a distinction in international business and corporate strategy. He has been a director of various companies including Biotechconvergence, Wendover Technology, Zetagen and Greig Middleton & Co.
Hyunho Jin – Following three years of compulsory military service, Mr. Hyunho Jin attended Youngjin College in Seoul, Korea where he received a management diploma. He was hired by the Hansung office of BTM Services Corp., a management consulting company, where he was responsible for business development of their regional office. He held that position for two years before being moved, in May 2000, to the Bohun office, where he was responsible for international business development, specifically expansion into South East Asia.
Dirk Holzhauer – After completing two years of service in the German army, Mr. Holzhauer attended Werner-von-Siemenns-Berufskolleg in Cologne where he received a Bachelors Degree in Business Economics. Mr. Claussner graduated in 1984 from the University of Calgary with a B.Sc. Degree in Mechanical Engineering. He is a member of APEGGA. SPE and CIM. This was followed by several business ventures in Germany before he emigrated to Canada in 1996. Since then he has served as an officer and director of both public and private companies in the United States and Canada, including his position as founding officer, director, and shareholder of Kinder Travel Inc. since 2005. Mr. Holzhauer is a citizen of Germany and a resident of Canada.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
As of the date of this Information Statement, the following table sets forth certain information with respect to the beneficial ownership of shares of Common stock of the Corporation by each stockholder known by the Corporation to be the beneficial owner of more than 5% of the Corporation’s shares of Common Stock and by each of the Corporation’s current directors and executive officers. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated. As of the date of this Information Statement, there are 2,650,000 shares of Common Stock issued and outstanding.
| Directors and Officers: | | |
Dirk Holzhauer 6988 – 179 Street Surrey, BC CA V3S7V1
| 400,000 | 15.1% |
Aaron Whiteman Folkungagatan 49 11622 Stockholm, SE
| -0- | 0% |
John Savin 8 Walnut Drive Wendover, Bucks, GB HP226RT
| -0- | 0% |
Hyunho Jin Hyesungvilrat 105DOND 101HO Bangsungri Baeksuk Yangju Kyoungkido, KR 482-833
| -0- | 0% |
| Beneficial Owners: | | |
Mardan Consulting Inc. 1960 – 143 Street Surrey, BC CA V4A 7Z2
| 279,784 | 10.6% |
Global Developments Inc. 1960 – 143 Street Surrey, BC CA V4A 7Z2 | 876,000 | 33.1% |
| All executive officers and directors as a group (4 persons) | 400,000 | 15.1% |
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding as of the date of this Information Statement. As of the date of this Information Statement, there are 2,650,000 shares issued and outstanding.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to the Corporation’s President/Chief Executive Officer during fiscal years ended December 31, 2008, December 31, 2007 and December 31, 2006 (the “Named Executive Officer”):
SUMMARY COMPENSATION TABLE
Name and Principal Position (a) | Year (b) | Salary ($)* (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total(1) ($) (j) |
Dirk Holzhauer, CEO, CFO & Director | 2008 2007 | 49,443 36,451 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 |
| Martha Jimenez, CEO, CFO and Director | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Daniel L. Baxter, CEO, CFO and Director | 2008 2007 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 | 0 0 |
| | |
*This represents management fees and/or salary paid during 2007 & 2008 to Dirk Holzhauer.
Narrative Disclosure to Summary Compensation Table
On September 2, 2008, Mssrs. Baxter and Holzhauer resigned from all positions with the Company.
On September 2, 2008, Ms. Martha Jimenez was appointed as the sole officer and director of the Company.
On September 16, 2008, Ms. Jimenez resigned from all positions with the Company.
On September 16, 2008, Mr. Holzhauer was appointed as the sole officer and director of the Company.
COMPENSATION OF DIRECTORS
The table below summarizes all compensation awarded to, earned by, or paid to our Directors for all services rendered in all capacities to us for the fiscal periods indicated.
Name (a) | Fees Earned or Paid in Cash (b) | Stock Awards ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (j) |
| Dirk Holzhauer | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Martha Jimenez | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Daniel Baxter | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1) Reflects dollar amount expensed by the company during applicable fiscal year for financial statement reporting purposes pursuant to FAS 123R. FAS 123R requires the Company to determine the overall value of the options as of the date of grant based upon the Black-Scholes method of valuation, and to then expense that value over the service period over which the options become exercisable (vest). As a general rule, for time-in-service-based options, the Company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option. For a description FAS 123 R and the assumptions used in determining the value of the options under the Black-Scholes model of valuation, see the notes to the consolidated financial statements included with this Information Statement.
(2) Excludes awards or earnings reported in preceding columns.
(3) Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the Corporation relating to life insurance for the benefit of the director; (vii) any consulting fees earned, or paid or payable; (viii) any annual costs of payments and promises of payments pursuant to a director legacy program and similar charitable awards program; and (ix) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.
Narrative to Director Compensation Table
Directors serve without compensation and there are no standard or other arrangements for their compensation. There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Corporation with respect to any Director that would result in payments to such person because of his or her resignation with the Corporation, or its subsidiaries, in the event of any change in control of the Corporation. There are no agreements or understandings for any Director to resign at the request of another person. None of our Directors or executive officers acts or will act on behalf of or at the direction of any other person.
OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2008
There were no option exercises or stock vested in 2008.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act 1934, as amended, requires the Corporation’s directors and officers, and the persons who beneficially own more than ten percent of the Corporation’s shares of Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Corporation pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by the Corporation and on the representations of the reporting persons, the Corporation believes that these persons have complied with all applicable filing requirements during the fiscal year ended December 31, 2008.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
As of the date of this Information Statement, there are no persons identified by management of the Corporation who have an interest in the matters to be acted upon, with the sole exception of Dirk Holzhauer, a current director and shareholder of the Company, in relation to the Approval of the Asset Purchase Agreement only. For this reason, Mr. Holzhauer has agreed to abstain from providing a Written Consent on this matter.
As of the date of this Information Statement there are no persons who have been a director or officer of the Corporation since the beginning of the last fiscal year, or are currently a director or officer of the Corporation, that oppose any action to be taken by the Corporation.
I
APPROVAL OF ASSET PURCHASE AGREEMENT
The Board of Directors has been involved in substantial negotiations relating to the acquisition of certain medical patents and a change in the overall nature of the Corporation’s general business operations. Furthermore, the Board of Directors of the Corporation has been engaged in discussions and negotiations regarding further strategic business operational planning pertaining to a divesture of the Corporation’s travel related products and assets including, but not limited to, suppliers list, customer and vendor lists, records, tradename, trademark and trade secrets, trade practices, goodwill, clients, equipment, furniture, machinery, fixtures, supplies, inventory, existing contracts and tangible personal property (collectively, the “Assets”).
The Board of Directors has engaged in several analysis regarding the fair market value of the Corporation’s Assets based primarily upon a consideration of two valuations of a business using the “tangible asset valuation method” and the “industry multiplier valuation method” in connection with the offer and sale of its Assets, and has determined that the Board of Directors should have authorization to divest the Corporation of its travel business and related Assets. The Board of Directors has determined that the Corporation’s Assets are valued at approximately USD 57,489 and the market value of the Corporation’s shares of common stock trading on the Over the Counter Bulletin Board is approximately $0.30 per share as of October 8, 2008.
The Board of Directors has reviewed and approved and authorized the execution of that certain asset purchase agreement dated April 20, 2009 (the “Holzhauer Asset Purchase Agreement”) between the Corporation and Dirk Holzhauer, a Shareholder, Director and former Officer of the Corporation (“Holzhauer”).
BOARD AND SHAREHOLDER APPROVAL
Based upon review of a wide variety of factors considered in connection with its evaluation of the Holzhauer Asset Purchase Agreement, the Board of Directors of the Corporation believes that it would be in the best interests of the Corporation and its shareholders to approve and ratify the execution of the Holzhauer Asset Purchase Agreement. The Asset Purchase Agreement was approved by our Board and the Consenting Holders on April 20, 2009 and April 21, 2009 respectively. Accordingly, we have secured the necessary authorization for the Asset Purchase Agreement.
II
| APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION |
| TO EFFECTUATE A CHANGE IN NAME OF THE COMPANY |
In accordance with the decision by the Board of Directors of the Corporation to effectuate a change in the nature of the Corporation’s business operations, the Board of Directors has determined at this time that it may be in the best interests of the Corporation and its Shareholders to seek approval for a Name Change of the Corporation, and corresponding Amendment to the Articles of the Corporation, to “Genova Biotherapeutics Inc.”.
The objective of the proposed change in corporate name of the Corporation is deemed necessary to more accurately reflect the proposed business activities of the Corporation in its name. The Corporation believes that a name change will better communicate to the public the Corporation’s proposed and future nature of business operations.
The Board of Directors approved a resolution on April 20, 2009 to amend the Corporation’s Articles of Incorporation in accordance with the Name Change, subject to Shareholder approval pursuant to Written Consent. By approving this proposal, the Shareholders will authorize the Board of Directors to amend the Corporation’s Articles of Incorporation to “Genova Biotherapeutics Inc.”. The amendment presently embodies Article First changing the text to:
"The name of the corporation is Genova Biotherapeutics Inc.”
After any Name Change it is anticipated that the Corporation’s trading symbol for the OTC Bulletin Board will be changed. Management expects formal implementation of the proposed Name Change with the Nevada Secretary of State to be completed as soon as practicable after the effective date of the approval by the Shareholders pursuant to Written Consent and the corresponding decision by the Board of Directors of the Company to effectuate any such Name Change.
BOARD AND SHAREHOLDER APPROVAL
Based upon review of a wide variety of factors considered in connection with its evaluation of the Name Change, the Board of Directors of the Corporation believes that it would be in the best interests of the Corporation and its shareholders to effectuate the Name Change. The Name Change was approved by our Board and the Consenting Holders on April 20, 2009 and April 21, 2009 respectively. Accordingly, we have secured the necessary authorization for the Name Change.
| APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION |
| TO CHANGE THE CAPITAL STRUCTURE OF THE COMPANY |
In accordance with the decision by the Board of Directors of the Corporation to effectuate a change in the nature of the Corporation’s business operations, the Board of Directors has determined at this time that it may be in the best interests of the Corporation and its Shareholders to seek approval for an increase in the authorized capital structure of the Corporation from 65,000,000 shares of common stock with a par value of $0.001 to 1,000,000,000 shares of common stock with a par value of $0.00001 per share (the “Change in Capital Structure Amendment”)
The objective of the proposed change in the authorized capital structure of the Corporation is to allow for future issuances of common stock of the Corporation in accordance with forward stock splits, proposed equity financings, debt settlement, and contractual provisions. The Board of Directors believes that an increase in the authorized capital structure will increase the marketability and liquidity of the Corporation in the future.
The Board of Directors approved a resolution on April 20, 2009 to amend the Corporation’s Articles of Incorporation in accordance with the Change in Capital Structure Amendment, subject to Shareholder approval pursuant to Written Consent. By approving this proposal, the Shareholders will authorize the Board of Directors to amend the Corporation’s Articles of Incorporation to increase the authorized capital structure of the Corporation from 65,000,000 shares of common stock, par value $0.001 to 1,000,000,000 shares of common stock, par value $0.00001. The Change in Capital Structure Amendment embodies Article Second changing the text to:
"The shares that the Corporation shall have authority to issue is 1,000,000,000 shares of common stock,par value $0.00001.”
Management expects formal implementation of the proposed Increase in Authorized Capital Amendment with the Nevada Secretary of State to be completed as soon as practicable after the effective date of the approval by the Shareholders pursuant to Written Consent and the corresponding decision by the Board of Directors of the Company to effectuate any such Change in Capital Structure Amendment.
BOARD AND SHAREHOLDER APPROVAL
Based upon review of a wide variety of factors considered in connection with its evaluation of the Change in Capital Structure Amendment, the Board of Directors of the Corporation believes that it would be in the best interests of the Corporation and its shareholders to effectuate the Change in Capital Structure Amendment. The Change of Capital Structure Amendment was approved by our Board and the Consenting Holders on April 20, 2009 and April 21, 2009 respectively. Accordingly, we have secured the necessary authorization for this Amendment.
IV
APPROVAL OF APPOINTMENT OF MEMBER TO BOARD OF DIRECTORS
AND RATIFICATION OF APPOINTMENT OF EXISTING MEMBERS
The Corporation's directors are elected annually to serve until the next annual meeting of shareholders or until their successors shall have been elected and qualified. The Corporation’s bylaws provide that the number of directors of the Crporation shall consist of at least one (1) but no more than nine (9) persons. The number of directors presently authorized by resolution of the Board of Directors is two (2). The following individual is proposed for appointment as a director of the Corporation.
Hyunho Jin – Following three years of compulsory military service, Mr. Hyunho Jin attended Youngjin College in Seoul, Korea where he received a management diploma. He was hired by the Hansung office of BTM Services Corp., a management consulting company, where he was responsible for business development of their regional office. He held that position for two years before being moved, in May 2000, to the Bohun office, where he was responsible for international business development, specifically expansion into South East Asia.
As of the date of this Information Statement, no director or executive officer of the Corporation is or has been involved in any legal proceeding concerning (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses) within the past five years; (iii) being subject to any order, judgment or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).
BOARD AND SHAREHOLDER APPROVAL
The appointment of Hyunho Jin as a member of the Board of Directors and ratification of the existing members to the Board of Directors was approved by our Board and the Consenting Holders on April 20, 2009 and April 21, 2009 respectively. Accordingly, we have secured the necessary authorization for these appointments.
PROPOSALS BY SECURITY HOLDERS
The Board of Directors does not know of any matters that are to be presented to the Shareholders for their approval and consent pursuant to the Written Consent of Shareholders other than those referred to in this Information Statement. If any Shareholder of the Corporation entitled to vote by written authorization or consent wishes to submit a proposal, other than elections to offices, to the Corporation in a reasonable time before the Information Statement is to be transmitted to Shareholders, such proposal must be received at the Corporation’s offices, located at 1461 A. First Avenue, Suite 360, New York, New York 10021, Attention: President, not later than May 1, 2009.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
One Information Statement will be delivered to multiple Shareholders sharing an address unless the Corporation receives contrary instructions from one or more of the Shareholders. Upon receipt of such notice, the Corporation will undertake to deliver promptly a separate copy of the Information Statement to the Shareholder at a shared address to which a single copy of the documents was delivered and provide instructions as to how the Shareholder can notify the Corporation that the Shareholder wishes to receive a separate copy of an Information Statement. In the event a Shareholder desires to provide such notice to the Corporation, such notice may be given no later than May 1, 2009 by telephoning the Corporation’s offices or by mail to 1461 A. First Avenue, Suite 360, New York, NY 10021-2209, Attention: President.
By Order of the Board of Directors
/s/ Aaron Whiteman
Aaron Whiteman, President
