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:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
Patents Professional, Inc.
(Name of Registrant as Specified In Its Charter)
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[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.
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2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
PATENTS PROFESSIONAL, INC.
[insert logo]
112 North Curry Street Carson City, Nevada 89703
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about February __, 2013 to the stockholders of record as of the close of business on February __, 2013 of the common stock of Patents Professional, Inc., a Nevada corporation (“Patents Professional”).
The Board of Directors of Patents Professional and 1 stockholder holding an aggregate of 9,500,000 shares of common stock issued and outstanding as of February 5, 2013, have approved and consented in writing to the actions described below. Such approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding common stock and are sufficient under the Nevada Revised Statutes (“NRS”) and Patents Professional’s Articles of Incorporation and Bylaws to approve the actions. Accordingly, the actions will not be submitted to the other stockholders of Patents Professional for a vote, and this Information Statement is being furnished to stockholders to provide them with certain information concerning the action in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including Regulation 14C.
ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
Patents Professional will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. Patents Professional 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 Patents Professional’s common stock.
Patents Professional will only deliver one Information Statement to multiple stockholders sharing an address unless Patents Professional has received contrary instructions from one or more of the stockholders. Upon written or oral request, Patents Professional will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any stockholder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any stockholder or stockholders sharing an address to which multiple copies are now delivered. You should direct any such requests to the following address: Patents Professional, Inc., 112 North Curry Street, Carson City, Nevada 89703, Attention: Mr. Wagner Yomoguita, President. Mr. Wagner Yomoguita may also be reached by telephone at 775-321-8206.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to Patents Professional’s Bylaws and the Nevada Revised Statutes (“NRS”), a vote by the stockholders of at least a majority of Patents Professional’s outstanding capital stock is required to effect the action described herein. Patents Professional’s Articles of Incorporation does not authorize cumulative voting. As of the record date, Patents Professional had 9,669,000 shares of common stock issued and outstanding. The voting power representing not less than 51% shares of common stock is required to pass any stockholder resolutions. The consenting stockholder is the record and beneficial owner of 9,500,000 shares of common stock, which represents approximately 98.2% of the issued and outstanding shares of Patents Professional’s common stock. Pursuant to Chapter 78.320 of the NRS, the consenting stockholder voted, with the Board of Directors, in favor of the actions described herein in a joint written consent, dated February 5, 2013. No consideration was paid for the consent. The consenting stockholder’s name, affiliation with Patents Professional, and their beneficial holding are as follows:
Name | Beneficial Stockholder and Affiliation | Shares Beneficially Held | Percentage |
Wagner Yomoguita | President, Treasurer, Secretary, Director, and Greater than 10% holder of common stock | 9,500,000 shares of common stock | 98.2% |
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS RIGHTS OF APPRAISAL
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 5, 2013, certain information regarding the ownership of Patents Professional’s capital stock by each director and executive officer of Patents Professional, each person who is known to Patents Professional to be a beneficial owner of more than 5% of any class of Patents Professional’s voting stock, and by all officers and directors of Patents Professional as a group. Unless otherwise indicated below, to Patents Professional’s knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within sixty (60) days of February 5, 2013 are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 9,669,000 shares of common stock issued and outstanding on a fully diluted basis, as of February 5, 2013.
NAME AND ADDRESS OF BENEFICIAL OWNER (1) | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS (2) |
Wagner Yomoguita(3) President, CEO, CFO, Secretary, Treasurer, Director and greater than 10% holder of common stock | 9,500,000(common stock) | 98.2% |
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All officers and directors as a group (1 person) | 9,500,000(common stock) | 98.2% |
(1) Unless otherwise noted, the address of each person listed is c/o Patents Professional, Inc., 112 North Curry Street Carson City Nevada 89703.
(2) This table is based on 9,669,000 shares of common stock issued and outstanding on February 5, 2013.
(3) Appointed President, Secretary, Treasurer and Director on December 17, 2008.
EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended December 31, 2011 and 2010:
Summary Compensation Table
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) * |
Option Awards ($) * | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) |
All Other Compensation ($) |
Total ($) |
Wagner Yomoguita; President, Secretary, Treasurer and Director (1) | 2011 2010 | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- |
(1) Appointed President, Secretary, Treasurer and Director on December 17, 2008.
Employment Agreements
The company has no employment agreements or other agreements with any officer.
Other Compensation
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of February 6, 2013 provided for or contributed to by our company.
Director Compensation
The following table sets forth director compensation as of the fiscal year ended December 31, 2011:
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Wagner Yomoguita(1) | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
(1) Appointed President, Secretary, Treasurer and Director on December 17, 2008.
Directors of our company who are also employees do not receive cash compensation for their services as directors or members of the committees of the Board of Directors. All directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors or management committees.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers and our directors as of the fiscal year ended December 31, 2011:
| Option Awards | Stock Awards |
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Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Wagner Yomoguita(1) | -0- | -0- | -0- | -0- | N/A | -0- | -0- | -0- | -0- |
(1) Appointed President, Secretary, Treasurer and Director on December 17, 2008.
Securities Authorized for Issuance under Equity Compensation Plans
Patents Professional has no equity compensation plans.
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or pledges of securities of Patents Professional which may result in a change in control of Patents Professional.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER
The following action was taken based upon the unanimous recommendation of the Board of Directors and the written consent of the consenting stockholders:
I.
APPROVAL TO AMEND THE ARTICLES OF INCORPORATION TO EFFECT A CHANGE OF NAME OF
THE COMPANY FROM “PATENTS PROFESSIONAL, INC.” TO “ALL MARKETING SOLUTIONS, INC.”
On February 5, 2013 the Board of Directors and the consenting stockholders adopted and approved a resolution to amend our Articles of Incorporation to effect a name change from “Patents Professional, Inc.” to “All Marketing Solutions, Inc.”
Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Name Change shall be effective twenty (20) days after this Information is mailed to stockholders of Patents Professional. We anticipate the effective date to be on or about March 11, 2013.
II.
APPROVAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON STOCK
On February 5, 2013 the Board of Directors and the consenting stockholders adopted and approved a resolution to effect an amendment to our Articles of Incorporation to increase the number of shares of authorized common stock from 75,000,000 shares of common stock, par value $0.001 per share, to 200,000,000 shares of common stock, par value $0.001 per share. Such amendment is referred to herein as the “Authorized Shares Amendment.”
Currently, Patents Professional has 75,000,000 shares of common stock authorized, of which 9,660,000 shares are issued and outstanding. As a result of the Authorized Shares Amendment, Patents Professional will have 200,000,000 shares of shares of common stock authorized for issuance, of which 190,331,000 will be available for issuance.
Any additional issuance of common stock could, under certain circumstances, have the effect of delaying or preventing a change in control of Patents Professional by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of Patents Professional. Shares of common stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of Patents Professional by means of a tender offer, proxy contest, merger or otherwise. The ability of the Board of the Directors to issue such additional shares of common stock could discourage an attempt by a party to acquire control of Patents Professional by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of common stock to persons interests aligned with that of the Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.
While the increase in the number of shares of common stock authorized may have anti-takeover ramifications, the Board of Directors believes that the financial flexibility offered by the amendment outweighs any disadvantages. To the extent that the increase in the number of shares of common stock authorized may have anti-takeover effects, the amendment may encourage persons seeking to acquire Patents Professional to negotiate directly with the Board of Directors, enabling the Board of Directors to consider a proposed transaction in a manner that best serves the stockholders’ interests.
The Board believes that it is advisable and in the best interests of Patents Professional to have available additional authorized but unissued shares of common stock in an amount adequate to provide for Patents Professional’s future needs. The unissued shares of common stock will be available for issuance from time to time as may be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition transactions. Patents Professional has no present plans or commitments for the issuance or use of the proposed additional shares of common stock in connection with any financing.
The Authorized Shares Amendment is not intended to have any anti-takeover effect and is not part of any series of anti-takeover measures contained in any debt instruments or the Articles of Incorporation or the Bylaws of Patents Professional in effect on the date of this Information Statement. However, Patents Professional stockholders should note that the availability of additional authorized and unissued shares of common stock could make any attempt to gain control of Patents Professional or the Board of Directors more difficult or time consuming and that the availability of additional authorized and unissued shares might make it more difficult to remove management. Patents Professional is not aware of any proposed attempt to take over Patents Professional or of any attempt to acquire a large block of Patents Professional’s stock. Patents Professional has no present intention to use the increased number of authorized common stock for anti-takeover purposes.
Effective Date
Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Authorized Shares Amendment shall be effective twenty (20) days after this Information Statement is mailed to stockholders of Patents Professional. We anticipate the effective date to be on or about March 11, 2013.
III.
APPROVAL TO AMEND THE ARTICLES OF INCORPORATION TO EFFECT A 240:1 FORWARD STOCK SPLIT
On February 5, 2013 the Board of Directors and the consenting stockholder adopted and approved a resolution to effect an amendment to our Articles of Incorporation to effect a forward split of all issued and outstanding shares of common stock, at a ratio of 240:1 (the "Forward Stock Split"). The Forward Stock Split shall be effective twenty (20) days after this Information Statement is mailed to stockholders of Patents Professional.
A table illustrating the Forward Stock Split and the amendment to increase the number of shares of common stock in Patents Professional's Certificate of Incorporation (discussed below) is as follows:
| NUMBER OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING | NUMBER OF SHARES AUTHORIZED IN CERTIFICATE OF INCORPORATION | NUMBER OF SHARES OF COMMON STOCK AUTHORIZED AND RESERVED FOR ISSUANCE | NUMBER OF SHARES OF COMMON STOCK AUTHORIZED BUT UNRESERVED FOR ISSUANCE |
Before Forward Stock Split and amendment to Certificate of Incorporation | 419,0001 | 75,000,000 | -0- | 74,581,000 |
After Forward Stock Split and amendment to Certificate of Incorporation | 100,560,000 | 200,000,000 | -0- | 99,440,000 |
The Board of Directors also reserves the right, notwithstanding stockholder approval and without further action by stockholders, to not proceed with the Forward Stock Split if the Board of Directors, in its sole discretion, determines that the Forward Stock Split is no longer in our best interests and that of our stockholders. The Board of Directors may consider a variety of factors in determining whether or not to implement the Forward Stock Split, including, but not limited to, overall trends in the stock market, recent changes and anticipated trends in the per share market price of the common stock, business and transactional developments, and our actual and projected financial performance.
Though the Forward Stock Split will not change the number of authorized shares of common stock, the Board of Directors and the consenting stockholder have also approved a resolution to effect an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 200,000,000, as discussed in more detail above. Except for any changes as a result of the treatment of fractional shares, each stockholder of Patents Professional will hold the same percentage of common stock outstanding immediately following the Forward Stock Split as such stockholder held immediately prior to the split.
PURPOSE
The Board of Directors believed that it was in the best interests of Patents Professional to implement the Forward Stock Split on the basis that the low number of issued and outstanding shares of common stock of Patents Professional would likely not appeal to brokerage firms and that, when trading, the current projected per share price level of our common stock will reduce the effective marketability of our common stock because of the reluctance of many brokerage firms to recommend stock to their clients or to act as market-makers for issuers which do not have a sufficient number of shares of common stock issued and outstanding.
CERTAIN RISKS ASSOCIATED WITH THE FORWARD STOCK SPLIT
THERE CAN BE NO ASSURANCE THAT THE TOTAL PROJECTED MARKET CAPITALIZATION OF PATENTS PROFESSIONAL'S COMMON STOCK AFTER THE PROPOSED FORWARD STOCK SPLIT WILL BE EQUAL TO OR GREATER THAN THE TOTAL PROJECTED MARKET CAPITALIZATION BEFORE THE PROPOSED FORWARD STOCK SPLIT OR THAT THE PER SHARE PRICE OF PATENTS PROFESSIONAL'S COMMON STOCK FOLLOWING THE FORWARD STOCK SPLIT WILL EITHER EXCEED OR REMAIN HIGHER THAN THE CURRENT ANTICIPATED PER SHARE.
There can be no assurance that the market price per new share of Patents Professional’s common stock (the "New Shares") after the Forward Stock Split will rise or remain constant in proportion to the reduction in the number of old shares of Patents Professional common stock (the "Old Shares") outstanding before the Forward Stock Split.
Accordingly, the total market capitalization of Patents Professional's common stock after the proposed Forward Stock Split may be lower than the total market capitalization before the proposed Forward Stock Split and, in the future, the market price of Patents Professional's common stock following the Forward Stock Split may not exceed or remain higher than the market price prior to the proposed Forward Stock Split. In many cases, the total market capitalization of a company following a Forward Stock Split is lower than the total market capitalization before the Forward Stock Split.
THERE CAN BE NO ASSURANCE THAT THE FORWARD STOCK SPLIT WILL RESULT IN A PER SHARE PRICE THAT WILL ATTRACT INVESTORS. A DECLINE IN THE MARKET PRICE FOR PATENTS PROFESSIONAL'S COMMON STOCK AFTER
1 On February 6, 2013, Wagner Yomoguita, Patents Professional's majority stockholder, redeemed 9,250,000 shares of 9,500,000 shares of common stock held by him, and Patents Professional retired such 9,250,000 shares into its authorized common stock. Patents Professional is not holding such shares in treasury. Mr. Yomoguita's redemption of 9,250,000 shares did not result in a change in control of Patents Professional, as Mr. Yomoguita still holds a majority of the issued and outstanding shares of common stock after the redemption.
THE FORWARD STOCK SPLIT MAY RESULT IN A GREATER PERCENTAGE DECLINE THAN WOULD OCCUR IN THE ABSENCE OF A FORWARD STOCK SPLIT, AND THE LIQUIDITY OF PATENTS PROFESSIONAL'S COMMON STOCK COULD BE ADVERSELY AFFECTED FOLLOWING A FORWARD STOCK SPLIT.
The market price of Patents Professional's common stock will also be based on Patents Professional’s performance and other factors, some of which are unrelated to the number of shares outstanding. If the Forward Stock Split is effected and the market price of Patents Professional's common stock declines, the percentage decline as an absolute number and as a percentage of Patents Professional's overall market capitalization may be greater than would occur in the absence of a forward stock split. In many cases, both the total market capitalization of a company and the market price of a share of such company's common stock following a forward stock split are lower than they were before the Forward Stock Split. Furthermore, the liquidity of Patents Professional's common stock could be adversely affected by the reduced number of shares that would be outstanding after the Forward Stock Split.
PATENTS PROFESSIONAL'S COMMON STOCK TRADES AS A "PENNY STOCK" CLASSIFICATION WHICH LIMITS THE LIQUIDITY FOR PATENTS PROFESSIONAL'S COMMON STOCK.
Patents Professional's stock is subject to "penny stock" rules as defined in Exchange Act Rule 3a51-1. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Patents Professional's common stock is subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
As a result, all brokers or dealers involved in a transaction in which Patents Professional's shares are sold to any buyer, other than an established customer or "accredited investor," must make a special written determination. These Exchange Act rules may limit the ability or willingness of brokers and other market participants to make a market in our shares and may limit the ability of Patents Professional's stockholders to sell in the secondary market, through brokers, dealers or otherwise. Patents Professional also understands that many brokerage firms will discourage their customers from trading in shares falling within the "penny stock" definition due to the added regulatory and disclosure burdens imposed by these Exchange Act rules. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the common shares in the United States and stockholders may find it more difficult to sell their shares. An orderly market is not assured or implied as to Patents Professional's common stock. Nor are there any assurances as to the existence of market makers or broker/dealers for Patents Professional's common stock.
PRINCIPAL EFFECTS OF THE FORWARD STOCK SPLIT
In addition to those risk factors noted above, the Forward Stock Split will have the following effects:
GENERAL CORPORATE CHANGE - (i) one (1) Old Share owned by a stockholder would be exchanged for two hundred and forty (240) New Shares, and (ii) the number of shares of Patents Professional's common stock issued and outstanding will be increased proportionately based on the Forward Stock Split. If approved and effected, the Forward Stock Split will be effected simultaneously for all of Patents Professional's common stock. While the intent is for the proposed Forward Stock Split to affect all of Patents Professional's stockholders uniformly, the process of rounding up when any of Patents Professional's stockholders own a fractional share will result in a non-material change in each stockholder's percentage ownership interest in Patents Professional.
The Forward Stock Split does not materially affect the proportionate equity interest in Patents Professional of any stockholder of common stock or the relative rights, preferences, privileges or priorities of any such stockholder.
FRACTIONAL SHARES - Any fractional shares of common stock resulting from the Forward Stock Split will "round up" to the nearest whole number. No cash will be paid to any stockholders of fractional interests in Patents Professional.
AUTHORIZED SHARES - The Forward Stock Split will not change the number of authorized shares of common stock of Patents Professional, as states in Patents Professional's Articles of Incorporation, as amended.
ACCOUNTING MATTERS - The Forward Stock Split will not affect the par value of Patents Professional's common stock. As a result, as of the effective time of the Forward Stock Split, the stated capital on Patents Professional's balance sheet attributable to Patents Professional's common stock will be increased proportionately based on the Forward Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is increased. The per share net income or loss and net book value of Patents Professional's common stock will be restated because there will be a greater number shares of Patents Professional's common stock outstanding.
PROCEDURE FOR EFFECTING THE FORWARD STOCK SPLIT AND EXCHANGE OF STOCK CERTIFICATES
Upon effectiveness of the Forward Stock Split, each outstanding share of Patents Professional will automatically be converted on the effective date at the applicable Forward Stock Split ratio. It will not be necessary for stockholders of Patents Professional to exchange their existing stock certificates.
Certain of Pantent Professional’s registered stockholders of common stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of our common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-Forward Stock Split shares or cash payment in lieu of any fractional share interest, if applicable. If a stockholder is entitled to post-Forward Stock Split shares, a transaction statement will automatically be sent to the stockholder's address of record indicating the number of shares of common stock held following the Forward Stock Split.
FEDERAL INCOME TAX CONSEQUENCES OF THE FORWARD STOCK SPLIT
The following is a summary of certain material federal income tax consequences of the Forward Stock Split. It does not purport to be a complete discussion of all of the possible federal income tax consequences of the Forward Stock Split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, non-resident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the Old Shares were, and the New Shares will be, held as a "capital asset," as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder's own tax advisor with respect to the tax consequences of the Forward Stock Split.
No gain or loss should be recognized by a stockholder upon such stockholder's exchange of Old Shares for New Shares pursuant to the Forward Stock Split. The aggregate tax basis of the New Shares received in the Forward Stock Split (including any fraction of a New Share deemed to have been received) will be the same as the stockholder's aggregate tax basis in the Old Shares exchanged therefor. The stockholder's holding period for the New Shares will include the period during which the stockholder held the Old Shares surrendered in the Forward Stock Split.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, STOCKHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS INFORMATION STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY STOCKHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) STOCKHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Patents Professional's view regarding the tax consequences of the Forward Stock Split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the Forward Stock Split.
Effective Date
Under Rule 14c-2, promulgated pursuant to the Exchange Act, the Preferred Stock Amendment shall be effective twenty (20) days after this Information Statement is mailed to stockholders of Patents Professional. We anticipate the effective date to be on or about March 11, 2013.
ADDITIONAL INFORMATION
Patents Professional is subject to the informational requirements of the Exchange Act, 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 SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates. The SEC 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 SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.
STATEMENT OF ADDITIONAL INFORMATION
Patents Professional’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed with the SEC March 30, 2012; Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2011 and filed with the SEC April 4, 2012; Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and filed with the SEC May 14, 2012; Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and filed with the SEC August 13, 2012; Amendment No. 1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and filed with the SEC August 30, 2012; and Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and filed with the SEC November 14, 2012 have been incorporated herein by this reference.
Patents Professional will provide without charge to each stockholder, including any beneficial owner of such stockholder, to whom a copy of this Information Statement has been delivered, on written or oral request, a copy of any and all of the documents referred to above that have been or may be incorporated by reference herein other than exhibits to such documents (unless such exhibits are specifically incorporated by reference herein).
All documents filed by Patents Professional pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Information Statement shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Statement.
COMPANY CONTACT INFORMATION
All inquiries regarding Patents Professional should be addressed to Wagner Yomoguita, President, at Patents Professional’s principal executive offices, at: Patents Professional, Inc., 112 North Curry Street, Carson City, Nevada 89703 Attention Mr. Wagner Yomoguita, President. Mr. Wagner Yomoguita may also be reached by telephone at 775-321-8206.
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