SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
Merit Diversified International, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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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 for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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TO ASSURE YOUR REPRESENTATION AT THE
MEETING, PLEASE DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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(LOGO)
Merit Diversified international, Inc.
4570 Campus Drive
Newport Beach, CA 92660
(714) 252-2121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Merit Diversified International, Inc.:
The 1997 Annual Meeting of Stockholders of Merit Diversified
International, Inc. will be held at the Holiday Inn, 3131 Bristol
Street, Costa Mesa, CA, on August 18, 1997, beginning at 10:30
A.M. local time, for the following purposes:
1. To ratify the acquisition & merger of Global Resources &
Technology, Inc.;
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
All stockholders of the Company are cordially invited to attend the
Meeting. Only holders of record of the Companys no par value
Common Stock at the close of business on July 14, 1997 will be
entitled to notice of and to vote at the Meeting and any adjournment
or adjournments thereof.
All stockholders, whether or not they expect to be present at the
Meeting in person, are urged to sign and date the enclosed Proxy
and return it promptly in the enclosed postage-paid envelope which
requires no additional postage if mailed in the United States. The
giving of a Proxy will not affect your right to vote in person if you
attend the Meeting.
By Order of the Board of Directors,
DWIGHT MALLETTE
Corporate Secretary & Treasurer
Newport Beach, CA
July 14, 1997
(LOGO)
Merit Diversified International, Inc.
4570 Campus Dr.
Newport Beach, CA 92660
(714) 252-2121
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of Merit
Diversified International, Inc. (the "Company") in connection with
the solicitation of proxies for use at the 1997 Annual Meeting of
Stockholders, which is to be held at the Holiday Inn, 3131 Bristol
Street, Costa Mesa, California, on August 18, 1997beginning at
10:30 A.M. local time, and at any adjournment thereof.
Proxies delivered pursuant to this solicitation are revocable at the
optionof the persons executing the same, prior to their exercise, by
attendance andvoting in person at the Annual Meeting or by written
notice delivered to the Corporate Secretary of the Company prior to
the meeting, and are solicited by and on behalf of the Board of
Directors of the Company. Unless previously revoked, all proxies
representing shares entitled to vote which are delivered pursuant
tothis solicitation will be voted at the meeting by the named
attorneys-in-factand agents, to the extent authorized, in accordance
with the directionscontained therein. If no such directions are given,
the shares represented bysuch proxies will be voted in favor of the
election of directors, theratification of the Acquisition and Merger
of Global Resources & Technology, Inc. and in accordance with the
discretion of the named attorneys-in-fact and agents on other matters
that may properly come before the Annual Meeting.
The cost of this solicitation will be borne by the Company.
Proxies may be solicited by personal interview, telephone, telegraph
and electronic mail, as well as by the use of traditional postal
delivery. Banks, brokerage houses and other custodians, nominees
and fiduciaries will be requested to forwards soliciting material to
their principals and to obtain authorization for the execution of
proxies, and will be reimbursed in accordance with applicable
regulations for their reasonable out-of-pocket expenses incurred in
that connection. Employees of the Company participating in the
solicitation of proxies will not receive any additional remuneration
for such participation.
All shares represented by valid Proxies will be voted in
accordance therewith at the Meeting.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the
Company's no par value common stock (Common Stock), and only
stockholders of record at the close of business on July 14,1997, are
entitled to notice of and to vote at the Meeting or any adjournment
thereof. On July 14,1997, the Company had 30,500,000,000 shares
of its Common Stock outstanding each share of which is entitled to
one vote on all matters to be voted upon at the Meeting, including
the election of Directors. Cumulative voting in the election of
Directors is not permitted.
A majority of Company's outstanding Common stock, whether
present in person or by proxy, will constitute a quorum at the
meeting. The abstention of a stockholder on any issue submitted to a
vote and a proxy given by a broker whofails or is not authorized to
vote on that issue will be counted in determiningthe presence of a
quorum. For purposes of voting on the matters described herein, at
any meeting of the stockholders at which a quorum is present, the
affirmative vote of a plurality of the shares of Common Stock
present or represented by Proxy at the meeting is required to elect
the seven nominees for Directors. The affirmative vote of a
majority of the shares of Common Stock outstanding and entitled to
vote will be required to approve the acquisition and merger of
Global Resources & Technology, Inc. The affirmative vote of a
majority of the shares present or represented by Proxy at the
Meetingwill be required to approve the other matters at the Meeting.
In such a case, the aggregate number of votes cast by all
stockholders present in person or by Proxy will be used to determine
whether a motion will carry. Accordingly, an abstention from
voting on a matter b a stockholder present in person or by Proxy at
the Meeting will have no effect on the item on which the
stockholder abstains from voting. In addition, although broker(non-
votes) will be counted for purposes of determining a quorum, they
will have no effect on the vote on matters at the meeting. All valid
proxies received may be voted at the discretion of the Proxies
named therein for adjournments or postponements or other matters
that may properly come before the Meeting. The Proxies may
exercise their discretion to vote all valid Proxies for an adjournment
or postponement in the absence of a quorum, to the extent necessary
to facilitate the tabulation process, in the event of a judicial
occurrence that impacts the Meeting, in the event that the accuracy
or adequacy of my material disclosures are materially in doubt, or
the extent necessary to address any alleged deficiency or dispute that
may arise at the Meeting.
Votes will be tabulated by The Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the number and percentage of
shares of theCompany's Common Stock owned beneficially, as of
June 14, 1997, by any person who is known to the Company to be
the beneficial owner of 5% or more of such Common Stock.
Information as to beneficial ownership is based upon statements
furnished to the Company by such person.
Name and Address Number of Shares Percent
of Beneficial Owner Owned of Record Common Stock
Outstanding and Beneficially (1)
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Jen Investment Corporation...............25,100,000 82.295%
4570 Campus Drive
Newport Beach, CA 92660
for purposes of this table, (beneficial ownership) is used as
defined in Rule 13d-3 of the Securities and Exchange Act of 1934,
as amended.
Jen Investment Corporation is owned by one individual and was
originally formed to hold and manage investments of that individual.
The shares owned by Jen Investments Corporation are presently held
in trust on behalf of Amwest Environmental Group, Inc. (AEG) and
other parties to the merger pending the approval of the merger of
AEG's wholly owned subsidiary, Global Resources & Technology,
Inc. into the Company. Upon approval by the stockholders of the
merger, Jen Investments Corporation will distribute the shares held
to AEG and other parties to the merger.
The Company knows of no other stockholder who may be
deemed to own beneficially more than five percent of its
outstanding Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number and percentage of shares
of the Companys Common Stock owned beneficially, as of June 14,
1997, by each Director and Nominee for Director of the Company,
by each Executive Officer of the Company, and by all Directors and
Executive Officers of the Company as a group. information as a
beneficial ownership is based upon statements furnished to the
Company by such persons. For purposes of this disclosure, the
amount of the Company's Common Stock beneficially owned is the
aggregate number of shares of Common Stock outstanding on such
date.
Name and Address Amount of Shares Percent
of Beneficial Owner Beneficially Owned Class
Mr. Dwight Mallette None None
PO Box 18587
Irvine, CA 92623
Mr. David Chu None None
PO Box 18587
Irvine, CA 92623
MEETINGS AND COMMITTEES OF THE BOARD
The Board is entrusted with managing the business affairs of the
Company. Pursuant to the powers bestowed upon the Board by the
Bylaws, the Board may establish committees from among its
members. in addition, the Bylaws provide that the Board must
annually appoint officers of the Company to manage the affairs of
the Company on a day to day basis as set forth in the bylaws or as
otherwise directed by the Board. The Company does not have a
Nominating Committee. During fiscal 1997, there were a total of
four meetings held by the Board of Directors. All meetings were
attended by the full Board.
The Executive Committee oversees activities in those not
assigned to other committees of the Board and has the full power
and authority of the Board to the extent permitted by Nevada Law.
The Company's Executive Committee is presently comprised of Mr.
Mallette and Mr. Chu with Mr. Mallette serving as Chair. The
Executive Committee held no meeting in fiscal 1997.
The Company does not presently have an Audit Committee or a
Compensation Committee. Appointments to these committees are
expected to be made subsequent to the approval by the stockholders
of the merger and the appointment of a new Board of Directors,
subsequent to such merger. The members of the committees will be
selected from the Board of Directors.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the names of all Directors and Executive
officers of the Company, their ages, all positions and offices held by
each such person, the period during which he has served as such,
and the principal occupations and employment of each such person
during the last five years.
Mr. Dwight Mallette, age 63, has been a Director and Secretary and
Treasurer of the Company since may 1997. Mr. Mallette has held
positions including Director of Allstar Entertainment, Inc., Director
of Largo Vista international, Inc. and Director of Astral Ventures &
Tours, Inc..
Mr. David Chu, age 51, has been a Director and President of the
Company since May, 1997. Mr. Chu has held previous positions as
an economic and business development advisor and consultant.
Directors are elected annually and hold office until the next annual
meeting of the stockholders and until their successors are elected
and qualified. Executive officers serve at the pleasure of the board
or until the next annual meeting of stockholders.
EXECUTIVE COMPENSATION
Summary Compensation Table
For the three fiscal years ended August 31, 1996, 1995 an 1994 of
the Company's Chief Operating Officer and next mostly highly
compensated Executive Officers whose salary and bonus exceed
$100,000.
None
Option Grants in last Fiscal Year
None
Aggregated option Exercises in Last Fiscal Year and Fiscal Year-
End Option Values
None
Directors Compensation
None
Employment Agreements
None
Performance Graph
None
A performance of the cumulative total return to stockholders during
the five years prior to fiscal 1997 in compensation to return of the
Standard & Poors Composite stock price index (the S&P index) and
a peer group index has been omitted.
During the prior five years, the Company's operations have
generated no significant core business to position the Company as a
comparative for any peer group. During the prior five fiscal years,
the Company has been Dormant.
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ACQUISITION AND MERGER OF
GLOBAL RESOURCES & TECHNOLOGIES, INC.
During the past five fiscal years, the Company has been Dormant.
During may 1997,and in anticipation of the acquisition of Global
Resources & Technology, Inc., the Company appointed Mr. Mallette
and Mr. David Chu as officers and interim directors to investigate
and facilitate the acquisition of a viable business operation focusing
on environmental products and services.
During June 1997, the Company identified a business opportunity
with Amwest Environmental Group, Inc. (AEG). AEG holds
contracts to perform environmental reclamation services for certain
cities in the Peoples Republic of China and has secured plant,
property and equipment in those cities to operate recycling and
manufacturing facilities (as more fully discussed below). The
Company issued 25,100,000 shares of no par value Common Stock
to Jen Investments Corporation, intrust, for the benefit of AEG,
pending shareholder approval of the exchange of those shares for
AEG's investment in Global Resources & Technology, Inc. (Global).
During May 1997, AEG formed Global as a wholly owned
subsidiary and transferred certain contracts for environmental clean-
up projects, patients and proprietary technologies associated with
environmental clean-up and protection, and certain assets acquired
including plant, property and equipment, including land, that it had
acquired by purchase. The plant, property, equipment and land are
located in the People Republic of China.
The plant and equipment consist of recycling facilities located in
Beijing which produce building material, fuel, and plastics from
waste products. The plant and equipment will be owned seventy
percent (70%) by Global and thirty percent (30%) by the City of
Beijing. The plant is located on approximately fifteen 15 (acres)
leased from the Daxing Prefect government and consists of a
building with all operational utilities and equipment to complete
extractions of usable resins, fuels, and powders from waste material.
Land consists of certain in the Peoples Republic of China which are
the subject of environmental clean-up processes and subsequently,
industrial development.
Global's assets, contributed to it By AEG, consists of the following:
As of June 30, 1997
(Unaudited)
Plastic recycling plant and equipment located in
Xian, Peoples Republic of China $ 3,300,000
Property rights for a term of 50 year in Beijing,
Xian, and Haidian, Peoples Republic of China $173,000,000
Total Assets $176,300,000
Global assumed no liabilities associated with the contribution of
assets.
The Company intends to acquire Global and subsequently, merge
into Global. Upon stockholder approval, the acquisition and merger
of Global will be consummated. Each shareholder of record of the
Company as of the date of the merger will be issued one share of no
par value common stock of Global in exchange for each no par
value common stock held by the stockholder.
The Company desires to use the assets acquired, contracts for
solid waste clean-up projects in Xian and Beijing in the Peoples
Republic of China, and Global's management expertise, to develop a
core business in environmental clean-up, recycling, and real estate
restorations and development. The Company expects to construct
numerous solid waste treatment plants to clean-up existing sites in
Xian and Beijing of the Peoples Republic of China, using the by
products combined with other building material, to produce light
weight cinder blocks and bricks.
In addition, the Company expects to commence operating the
plastic recycling plant in Xian to generate diesel fuel and gasoline
and resins and plastic powders. Revenue recognition is dependent
upon the successful start-up and operation of the plant and
performance related to environmental reclamation projects. As of
the date of the proposed acquisition and merger of Global. global
will have no operating costs or revenues and no operating history.
The following table sets forth the name and age of each officer
and Director of Global, indicating all positions and offices with the
Company currently held by him, and the period during which he has
served as a Director:
Name Age Position With the Company Director
Since
Professor William D.Q. Fang 56 Chairman/COO/Secretary 1997
Dr. James C. Lu 52 CEO - Treasurer - Director 1997
Mr. T.T. Chu 53 Chief Financial Officer 1997
Mr. Andrew T. Lin 47 President - Director 1997
Mr. Sun Ji Min 50 Director 1997
Mr. Xing Fang 51 Director 1997
Mr. Dwight Mallette 63 Co-Chairman 1997
Professor William D.Q. Fang, age 56, has been a Director and Chief
operating officer of the Company since June 1997. Professor Fang
is a Fellow Researcher of the Beijing Academy of Science and
Technology in The Peoples Republic of China, serves as Vice
Chairman of Kaito SA in France, is a Executive Director of China
Environmental Science Society, and is Chairman of Noise and
Vibration Control Committee for the Peoples Republic of China. In
addition, Professor Fang has been a Special Advisor of the Beijing
Government, Chairman of Academy Committee of Beijing Labor
Protection Institute, Director of American Asia Investment Bank
Association, and Advisor of American Cathy Bank. Professor Fang
has received over twenty-five achievements and inventions awarded
by The Peoples Republic of China, received twenty-five provincial
Excellent Technology Prize awards, five International Prize awards
including the Gold Medal and Premier Award at the 37th Eureka
International Invention Fair in Brussels, the International Cup Prize
in the 80th International Invention Fair of Paris, and First Prize of
Advances in Technology in Beijing City.
Mr. Dwight Mallette, age 63, has been a Director and Secretary and
Treasurer of the Company since may 1997. Mr. Mallette has held
positions including Director of Allstar Entertainment, Inc., Director
of Largo Vista international, Inc. and Director of Astral Ventures &
Tours, Inc..
Dr. James C. Lu, age 52, has been a Director and Chief Executive
Officer of the Company sine June 1997. Dr. Lu is a Faculty
Member at the University of Southern California (since 1975)
holding his Ph.D. in Environmental Engineering from the University
of Southern California, currently as a consultant to the
Environmental Protection Agency, and is the President and Chief
Engineer of Amwest Environmental Group, Inc. (since 1992). Dr.
Lus engineering and management experience includes positions as
President and Chief Engineer with Calscience Engineering &
Laboratories, Inc. during 1978 through 1982 and subsequently 1986
through 1991, Chief Environmental Engineer with Jacobs
Engineering Group, Inc. during 1984 through 1986, Engineer and
Project Manager with the Los Angeles County Sanitation District
and SCS Engineers during 1977, 1978 and 1982 through 1984. Dr.
Lu has provided private consulting services for Argonne National
Laboratory, Church and Dwight Co., Inc., Monogram Industries, Inc.
and Container Corporation of America during 1973 through 1977.
Mr. T.T. Chu, age 53, has been a Director and Chief Financial
Officer of Company since June 1997.
Mr. Andrew T. Lin, age 47, has been a Director and President of the
Company since June 1997. Mr. Lin is presently a Director of Los
Angeles National Bank.
Mr. Sun Ji Min, age 50, has been a Director of the Company since
June 1997. Mr. Min is presently the Director of Beijing
Environmental Science and Technology Department, Director of the
Department of Environmental Protection Agency (National & City
of Beijing), Director of New Technology Development Center of
Beijing, City of Beijing EP & Sanitation.
Mr. Xing Fang, age 51, has been a Director of the Company since
June 1997. Mr. Fang is Vice Chairman & CFO of Hua Feng
Economic Technology, Director and Vice President of Yuan Ye
Industrial Group of Shanxi Province, Director of Chinas Economic
Reform Research Institute and Strategic Institute, Director
International Economic, Science and Law Institute.
The Company expects that the Officers and Directors of
Global will be nominated to replace the Officers and Directors of
the Company immediately after the acquisition of Global.
The Company intends to account for the acquisition of the
assets of Global as a pooling of interests, whereas, the assets of the
combined companies will be reflected on the book sand records of
the Company at their original cost. The combined balance sheet of
the Company, subsequent to the acquisition and merger is expected
to consist of the following:
For the Period Ended August 31, 1997 (estimated)
Merit Global Combined
Pre-Merger Pre-Merger 1) Post-Merger
Balance Sheet:
Total Assets None $176,300,000 $176,300,000
Total Liabilities None -0- -0-
Total Stockholders Equity None $176,300,000 $176,300,000
Statement of Operations:
Net Revenue None None None
Net Income (Loss) None None None
Net Income (Loss) Per Share None None None
(1) The assets of Global will be audited by an independent
accounting firm in the Peoples Republic of China and subject to
a subsequent review by the Companys independent accountant
for compliance with generally accepted accounting principles in
accordance with generally accepted auditing standards.
The Company expects that the acquisition of the stock of
Global and subsequent merger of the Company into Global
constitutes a tax free reorganization for U,S. federal income tax
purposes. As of August 31, 1996, the Company has available net
operating loss carryforwards, which can be used to offset future
years taxable income for U.S. income tax purposes, in the amount
of approximately $2,460,000. The merger of the Company into
Global will significantly reduce the Companys ability to use those
losses in future years. Post-merger operations of the Company will
be performed primarily in the Peoples Republic of China and be
subject to income tax based upon tax laws in existence in that
country. U.S. Federal income tax will be assessed on earnings of the
Company resulting from its operations in the Peoples Republic of
China that are repatriated to the United States reduced by expenses
and deductions incurred in the United Sates that are allowable to
reduce U.S.. Federal taxable income as are defined by the U.S.
Treasury Departments Internal Revenue Code and the regulations
thereunder.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ACQUISITION AND MERGER OF GLOBAL RESOURCES
& TECHNOLOGY, INC.
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OTHER BUSINESS
As of the date of this Proxy Statement, management of the
Company was not aware of any other matter to be presented at the
Meeting other than as set forth herein. However, if any other matters
are properly brought before the Meeting, the shares represented by
valid Proxies will be voted with respect to such matters in
accordance with the judgment of the persons voting them.
ANNUAL REPORT
The Companys Annual Report of Form 10-K for the fiscal
year ended August 31, 1996, is incorporated by reference. The
audited financial statements of the Company are included in such
Form 10-K. Copies of the exhibits to that form 10-K are available
from the Company upon written request of a stockholder and
payment of the Companys out-of-pocket expenses. Since the
Company has been dormant since the issuance of the August 31,
1996 financial statements, the current financial statements would
not differ materially from those incorporated in the Form 10-K for
the fiscal year ended August 31, 1996.
DEADLINEFOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD AUGUST 1997
Any proposal from a stockholder of the Company intended
to be presented at the annual meeting of stockholders of the
Company to be held August 1997 must be sent to the attention of
Dwight Mallette, 4570 Campus Dr., Newport Beach, CA 92660 no
later than March 31, 1997 in order to be included in the Companys
proxy statement and proxy relating to that meeting. Such proposal
must comply with all requirement of the proxy solicitation rules of
the Securities and Exchange Commission.
BY ORDER OF THE BOARD OF DIRECTORS
Dwight Mallette
Chairman of the Board
Merit Diversified International, Inc.
4570 Campus Dr. Newport Beach, CA 92660
(714) 252-2121
July 15, 1997
Global Resources & Technology, Inc.
P. O. Box 18587, Irvine, CA 92623
(714) 252-2121