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:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
Echelon Acquisition Corp.
(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.
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2) Aggregate number of securities to which transaction applies:
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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
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4) Date Filed:
ECHELON ACQUISITION CORP.
No.7, Bohaisanlu, Development Zone,
Pingfang Industrial Area, Harbin, Heilongjiang Province, China
To Our Stockholders:
We are furnishing the attached Information Statement to holders of
shares of common stock, par value $.001 per share, of Echelon Acquisition Corp.,
a Delaware corporation ("EAC" or the "Company"). The purpose of the Information
Statement is to notify the stockholders of EAC that, on May 26, 2006 we received
written consent from stockholders representing a majority of our shares of
common stock taking action to adopt an amendment to our Certificate of
Incorporation that will change our corporate name from Echelon Acquisition Corp.
to Asia Biotechnology Group Inc.
The enclosed Information Statement is being furnished to inform you
that the foregoing action has been approved by the written consent of holders of
not less than the minimum number of votes that would be necessary to be
authorized the foregoing actions. The Board is not soliciting your proxy in
connection with the adoption of these resolutions and proxies are not requested
from stockholders. The corporate actions will not become effective before the
date which is twenty (20) days after this Information Statement is first mailed
to stockholders. You are urged to read the Information Statement in its entirety
for a description of the action taken by the majority stockholders of Echelon
Acquisition Corp.
The Information Statement is being mailed on or about June 23, 2006 to
stockholders of record as of May 26, 2006 (the "Record Date"), the Record Date
for determining our stockholders entitled to notice of the corporate actions.
June 23, 2006 By Order of the Board of Directors,
/s/ Xueliang Qiu
-----------------------------------
Xueliang Qiu, Chairman of the Board
We are Not Asking You for a Proxy and You are Requested Not to Send Us a Proxy.
ECHELON ACQUISITION CORP.
No.7, Bohaisanlu, Development Zone,
Pingfang Industrial Area, Harbin, Heilongjiang Province, China
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14c-2 THEREUNDER
June 23, 2006
No Vote or Other Action of Echelon Acquisition Corp.'s Stockholders is Required
in Connection with this Information Statement. We Are Not Asking You for a Proxy
and You are not Requested to Send Us a Proxy.
We are sending you this Information Statement to inform you of the
adoption of a resolution of the Board of Directors of EAC. as of May 26 2006,
and the consent of stockholders of EAC representing a majority of our
outstanding shares of common stock on May 26, 2006, approving an amendment to
our Certificate of Incorporation in the form attached hereto as Annex A ( the
"Amendment"). The material change to the Certificated of Incorporation made by
the Amendment is to change our corporate name from Echelon Acquisition Corp. to
Asia Biotechnology Group Inc.
EAC is distributing this Information Statement to its stockholders in
satisfaction of any notice requirements it may have under the Delaware General
Corporation Law (the "DGCL"). No additional action will be undertaken by us with
respect to the receipt of written consents. No dissenters' rights under the DGCL
are afforded to our stockholders as a result of the adoption or filing of the
Amendment or the changes effected by the Amendment.
The Record Date for determining stockholders entitled to receive this
Information Statement has been established as the close of business on May 26,
2006. This Information Statement will be first mailed on or about June 23, 2006
to stockholders of record at the close of business on the Record Date. As of the
Record Date, there were outstanding 58,240,000 shares of the Company's common
stock. The holders of all outstanding shares of common stock are entitled to one
vote per share of common stock registered in their names on the books of the
Company at the close of business on the Record Date.
The Amendment requires a majority of the votes cast either at the
annual meeting or by written consent. Two stockholders, Far Grand Investment
Limited and Hui wang, collectively owning 59% of our outstanding voting
securities voted for the Amendment in a written consent, dated May 26, 2006. Our
Board of Directors has unanimously approved the Amendment. Accordingly, the
Company is not soliciting your vote and you are requested not to send a proxy.
Pursuant to Rule 14c-2 under the Securities Exchange Act, the Amendment
cannot take effect until 20 calendar days after this Information Statement is
sent to the stockholders of EAC. The Amendment will become effective when it is
filed with the Delaware Secretary of State, which is anticipated to be on or
about June 23, 2006, or at least 20 calendar days after the mailing of this
Information Statement.
GENERAL
EAC will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. We will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement to
the beneficial owners of our common stock.
We will only deliver one Information Statement to multiple holders of
our common stock sharing an address unless we have received contrary
instructions from such holders.
Upon written or oral request, we will promptly deliver a separate copy
of this Information Statement and any future annual reports and information
statements to any security holder 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 holder or holders sharing an address to which multiple copies are now
delivered. You should direct any such requests to the following address:
Echelon Acquisition Corp.
No.7, Bohaisanlu, Development Zone, Pingfang Industrial Area,
Harbin, Heilongjiang Province, China
Tel: +86 451 86810508 (China)
BACKGROUD OF THE ACTIONS TO BE TAKEN
On May 8, 2006, we entered in to an Agreement and Plan of
Reorganization with Asia Biotechnology Group Inc.("ABG") and Harbin OT
Pharmaceutical Co., Ltd.("OT China"), which provided that EAC would acquire all
of the issued and outstanding shares of ABG and OT China in exchange for
46,592,000 shares of the Company's common stock. As a result of the acquisition,
the principle business of EAC has become the manufacturing and marketing of
pharmaceutical products in China.
NAME CHANGE OF THE COMPANY
The Board of Directors has determined that, in light of the fact that
the acquisition of ABG has caused the principle business of our company to
consist of manufacturing and marketing pharmaceutical products in China, it
would be in the best interests of the Company to change our corporate name from
Echelon Acquisition Corp. to Asia Biotechnology Group Inc.
AMENDED CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it would be in the best
interests of the Company to amend the Company's Certificate of Incorporation in
order to reflect the change of our corporate name.
CERTAIN QUESTIONS AND ANSWERS
Q: What am I being asked to approve?
A: You are not being asked to approve anything. This Information Statement
is being provided to you solely for your information. The holder of voting
control of a majority of the issued and outstanding common stock has voted in
favor of amending the Company's Certificate of Incorporation to change the name
of the Company to Asia Biotechnology Group Inc., in order to reflect its new
business of manufacturing and marketing of pharmaceutical products;
Q: Why is the Company sending me this Information Statement?
A: The Company is sending this Information Statement to you to under legal
requirements to inform you about the above actions at least 20 days before they
can take effect.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has fixed the close of business on May 26, 2006 as the
Record Date for the determination of the common stockholders entitled to notice
of the actions by written consent.
At the Record Date, the Company had issued and outstanding 58,240,000
shares of common stock. The consenting stockholders held, as of the Record Date,
voting control over 59% of the issued and outstanding shares of common stock.
The written consent of the consenting stockholder is, therefore,
without any further action sufficient to provide the necessary stockholder
approval for the Amendment, which will change the name of the corporation.
The consenting stockholders' name, affiliation with the Company and
their beneficial stock holdings are as follows:
Name Affiliation Shares Beneficially Held Percentage
- ---- ----------- ------------------------ ----------
Far Grand
Investment N/A 23,296,000 40%
Limited
Hui Wang N/A 11,065,600 19%
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS' RIGHTS OF APPROVAL
None.
DESCRIPTION OF SECURITIES
Our Certificate of Incorporation authorizes us to issue up to
120,000,000 shares, of which 100,000,000 shares are common stock having a par
value of $.001 per share, and 20,000,000 shares are preferred stock having a par
value of $.001 per share. To date, all issued and outstanding 58,240,000 shares
are common stock. Each share of common stock is entitled to one vote with
respect to the election of any director or any other matter upon which
stockholders are required or permitted to vote.
Each holder of shares of common stock is entitled to one vote
per share on all matters to be voted on by our stockholders
generally, including the election of directors;
There are no cumulative voting rights;
The holders of our common stock are entitled to dividends and
other distributions as may be declared from time to time by
the Board of Directors out of funds legally available for that
purpose, if any;
Upon our liquidation, dissolution or winding up, the holders
of shares of common stock will be entitled to share ratably in
the distribution of all of our assets remaining available for
distribution after satisfaction of all our liabilities and the
payment of the liquidation preference of any outstanding
preferred stock; and
The holders of common stock have no preemptive or other
subscription rights to purchase shares of our stock, and are
not entitled to the benefits of any redemption or sinking fund
provisions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the beneficial
ownership of the Company's common stock, as of the Record Date, by (i) each
person or group of affiliated persons who management knows beneficially owned
five percent or more of the Company's common stock; (ii) each of our directors;
(iii) each of the executive officers of the Company, and (?) all directors and
executive officers as a group.
Unless otherwise indicated in the footnotes to the table, the following
individuals have sole voting and sole investment control with respect to the
shares they beneficially own. The amount of shares owned by each stockholder in
the following table was calculated pursuant to Rule 13d-3(d) of the Exchange
Act. Under Rule 13d-3(d), shares not outstanding that are subject to options,
warrants, rights or conversion privileges exercisable within 60 days of the
Record Date are deemed outstanding for the purpose of calculating the number and
percentage owned by each other person listed. The total number of outstanding
shares of common stock at the Record Date was 58,240,000.
SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OF CLASS
OF BENEFICIAL OWNER OWNED OWNED
Mingshi Qiu (1)
Room3, Floor2, Buidling2, No.1 Zhenxing Street, Nangang 23,296,000 40%
District, Harbin, China
Far Grand Investment Limited 23,296,000 40%
George Town, Grand Cayman, Cayman Islands
Hui Wang
2-103/105 World Trade Misssion, No.16B Dongsanhuanzhong 11,065,600 19%
Road, Chaoyang
District, Beijing ,China
Jiaxin Yang 138-3 fanrong street nangang district,Harbin,China 5,678,400 9.75%
Xueliang Qiu (3) 0 0
Lei Zhu 0 0
Feng Yang 0 0
Current directors and executive officers as a group 0 0
(1) Mingshi Qiu is the beneficiary of a trust, of which Far Grand, as the
trustee of such trust, holds 40% shares of the common stock of the Company.
(2) Jiaxin Yang is one of the former OT Samoa Shareholders.
(3) Address of all directors and executive officers is D Area, F 22, Block A,
No. 21, Shunyi Street, Nangang District, Harbin, Heilongjiang Province,
China
VOTE REQUIRED FOR APPROVAL
Under the DGCL, approval of the Amendment to the Certificate of
Incorporation requires the affirmative vote of shares having a majority of the
voting power of the common stock. Section 228 of the DGCL provides that any
action required to be taken at a special or annual meeting of the stockholders
of a Delaware corporation may be taken by written consent, in lieu of a meeting,
if stockholders owning at least a majority of the voting power sign the consent;
provided that prompt notice of the taking of the action without a meeting shall
be given to those stockholders who have not consented in writing, and who, if
the action had been taken at a meeting, would have been entitled to vote.
Stockholders owning a majority of our common stock, equaling 59% of our issued
and outstanding common stock, have executed a consent that approves the
provisions of the Amendment. As a result of the deliver of this notice, no
further votes will be required or necessary to approve the Amendment.
ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy and other
information with the SEC. You may read and copy any reports, statements or other
information that we file at the SEC's public reference rooms, including its
public reference room located at Toom 1024, 450 Fifth Street N.W., Washington,
D.C. 20549. You may also obtain these materials upon written request addressed
to the Securities and Exchange Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC
at 1-800-SEC-0330 for further information on its public reference rooms. Our
public filings are also available at the Internet web site maintained by the SEC
for issuers that file electronically with the SEC through the Electronic Data
Gathering, Analysis and Retrieval System (EDGAR).
The SEC allows us to "incorporate by reference" certain information
into this Information Statement. This means that we can disclose important
information to you by referring you to another document filed with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information in this document.
We are incorporating by reference our Form 8-K and Form SB-2 which were
filed with the SEC on May 12, 2006:
We are delivering copies of the documents incorporated by reference to
you along with this Information Statement.
Information concerning the Company, including its annual and quarterly
reports on Form 10-KSB and 10-QSB, which have been filed with the Securities and
Exchange Commission, may be accessed through the EDGAR archives, at www.sec.gov.
Dated: June 20, 2006
By: Echelon Acquisition Corp.
/s/ Xueliang Qiu
-------------------------------
Xueliang Qiu, CEO and President
Annex A
AMENDED CERTIFICATE OF INCORPORATION
OF
ECHELON ACQUISITION CORP.
ECHELON ACQUISITION CORP., a corporation organized and existing under
and by virtue of the General Corporation Law of Delaware (the "Corporation")
does hereby certify as follows:
The Certificate of Incorporation of the Corporation shall be amended by changing
Article "First", so that, as amended, said Article shall read in its entirety as
follows:
First: The name of the corporation shall be Asia Biotechnology Group
Inc.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
Xueliang Qiu, its President and Chief Executive officer, on the 26th day of May,
2006.
/s/ Xueliang Qiu
-----------------------------
Xueliang Qiu, President & CEO