UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY PARTY OTHER THAN THE REGISTRANT [_]
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
ZANN CORP.
(Name of Registrant as specified in its charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange act rule 0-11:
(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.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
ZANN CORP.
1549 NORTH LEROY STREET, SUITE D-200
FENTON, MICHIGAN 48430
TELEPHONE (810) 714-2978
April 4, 2005
To Our Stockholders:
The purpose of this information statement is to inform the holders of
record of shares of our common stock as of the close of business on the record
date, March 21, 2005, that our board of directors has recommended, and that the
holder of the majority of our outstanding capital stock intends to vote on April
25, 2005 to approve the following:
1 An amendment to our articles of incorporation to increase the authorized
number of shares of our common stock from 11,428,572 to 4,000,000,000; and
2 Grant of discretionary authority to our board of directors to implement a
reverse split of our common stock on the basis of one post-consolidation share
for up to each 350 pre-consolidation shares to occur at some time within 12
months of the date of this information statement, with the exact time of the
reverse split to be determined by the board of directors
We have a consenting stockholder, Robert C. Simpson, Ph.D., our president,
secretary, chairman of the board of directors and chief financial officer, who
holds 62,858 shares of our common stock, 1,800,000 shares of our Series A
preferred stock, and 10,000,000 shares of our Series C preferred stock. Each
share of our common stock is entitled to one vote on all matters brought before
the stockholders, each share of our Series A preferred stock outstanding
entitles the holder to one vote of the common stock on all matters brought
before the stockholders, and each share of our Series C preferred stock
outstanding entitles the holder to 500 votes of the common stock on all matters
brought before the stockholders. Therefore, Dr. Simpson will have the power to
vote 5,001,862,858 shares of the common stock, which number exceeds the majority
of the 4,228,861 issued and outstanding shares of our common stock on the record
date.
Dr. Simpson will vote in favor of the proposed amendment to our articles of
incorporation and for the grant of discretionary authority with respect to the
stock split. Dr. Simpson will have the power to approve the proposed corporate
actions without the concurrence of any of our other stockholders.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
We appreciate your continued interest in Zann Corp.
Very truly yours,
/s/ Robert C. Simpson, Ph.D.
Robert C. Simpson, Ph.D.
President
ZANN CORP.
1549 NORTH LEROY STREET, SUITE D-200
FENTON, MICHIGAN 48430
TELEPHONE (810) 714-2978
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
This information statement is furnished to the holders of record at the
close of business on March 21, 2005, the record date, of the outstanding common
stock of Zann Corp., pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended, in connection with an action, which the holder
of the majority of our outstanding capital stock intends to take on April 25,
2005 to approve an amendment to our articles of incorporation to increase the
authorized number of shares of our common stock from 11,428,572 to 4,000,000,000
and grant discretionary authority to our board of directors to implement a
reverse split of our common stock on the basis of one post-consolidation share
for up to each 350 pre-consolidation shares.
This information statement will be sent on or about April 4, 2005 to our
stockholders of record who do not sign the majority written consent described
herein.
VOTING SECURITIES
In accordance with our bylaws, our board of directors has fixed the close
of business on March 21, 2005 as the record date for determining the
stockholders entitled to notice of the above noted action. The approvals of the
amendment to our articles of incorporation and of the discretionary authority to
the board of directors with respect to the stock split require the affirmative
vote of a majority of the shares of our capital stock issued and outstanding at
the time the vote is taken. The quorum necessary to conduct business of the
stockholders consists of a majority of our capital stock issued and outstanding
as of the record date.
As of the record date, 4,228,861 shares of our common stock were issued and
outstanding, 2,497,700 shares of our Series A preferred stock were issued and
outstanding and 10,000,000 shares of our Series C preferred stock were issued
and outstanding. We have a consenting stockholder, Robert C. Simpson, Ph.D., our
president, secretary, chairman of the board of directors and chief financial
officer, who holds 62,858 shares of our common stock, 1,800,000 shares of our
Series A preferred stock, and 10,000,000 shares of our Series C preferred stock.
Each share of our common stock is entitled to one vote on all matters brought
before the stockholders, each share of our Series A preferred stock outstanding
entitles the holder to one vote of the common stock on all matters brought
before the stockholders, and each share of our Series C preferred stock
outstanding entitles the holder to 500 votes of the common stock on all matters
brought before the stockholders. Therefore, Dr. Simpson will have the power to
vote 5,001,862,858 shares of the common stock, which number exceeds the majority
of the 4,228,861 issued and outstanding shares of our common stock on the record
date.
Dr. Simpson will vote in favor of the proposed amendment to our articles of
Incorporation and for the grant of discretionary authority to our directors with
respect to the Stock split. Dr. Simpson will have the power to approve the
proposed corporate actions without the concurrence of any of our other
stockholders.
DISTRIBUTION AND COSTS
We will pay all costs associated with the distribution of this information
statement, including the costs of printing and mailing. In addition, we will
only deliver one information statement to multiple security holders sharing an
address, unless we have received contrary instructions from one or more of the
security holders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents 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 future stockholder communication documents to any security holder or holders
sharing an address to which multiple copies are now delivered, upon written
request to us at our address noted above.
Security holders may also address future requests regarding delivery of
information statements and/or annual reports by contacting us at the address
noted above.
DISSENTERS' RIGHT OF APPRAISAL
No action will be taken in connection with the proposed corporate actions
by our board of directors or the voting stockholders for which Nevada law, our
articles of incorporation or bylaws provide a right of a stockholder to dissent
and obtain appraisal of or payment for such stockholder's shares.
AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF OUR AUTHORIZED COMMON SHARES
(Proposal 1)
The board of directors has determined that it is advisable to increase our
authorized common stock and has adopted, subject to stockholder approval, an
amendment to our articles of incorporation to increase our authorized common
stock from 11,428,572 to 4,000,000,000 shares, par value $0.001 per share. A
copy of the proposed resolution amending our articles of incorporation is
contained in Attachment A to this information statement.
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Authorizing an additional 3,988,571,428 shares of common stock would give
our board of directors the express authority, without further action of the
stockholders, to issue common stock from time to time as the board deems
necessary. The board of directors believes it is necessary to have the ability
to issue such additional shares of common stock for general corporate purposes.
Potential uses of the additional authorized shares may include equity
financings, issuance of options, acquisition transactions, stock dividends or
distributions, without further action by the stockholders, unless such action
were specifically required by applicable law or rules of any stock exchange or
similar system on which our securities may then be listed.
The following is a summary of the material matters relating to our common
stock.
Presently, the holders of our common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of our
stockholders, including the election of directors. Our common stockholders do
not have cumulative voting rights. Subject to preferences that may be
applicable to any then outstanding series of our preferred stock, holders of our
common stock are entitled to receive ratably such dividends, if any, as may be
declared by our board of directors out of legally available funds. In the event
of the liquidation, dissolution, or winding up of Zann Corp., the holders of our
common stock will be entitled to share ratably in the net assets legally
available for distribution to our stockholders after the payment of all our
debts and other liabilities, subject to the prior rights of any series of our
preferred stock then outstanding.
The holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable to our common stock. The amendment would not alter or modify any
preemptive right of holders of our common stock to acquire our shares, which is
denied, or effect any change in our common stock, other than the number of
authorized shares.
The issuance of additional shares to certain persons allied with our
management could have the effect of making it more difficult to remove our
current management by diluting the stock ownership or voting rights of persons
seeking to cause such removal. In addition, an issuance of additional shares by
us could have an effect on the potential realizable value of a stockholder's
investment.
In the absence of a proportionate increase in our earnings and book value,
an increase in the aggregate number of our outstanding shares caused by the
issuance of the additional shares will dilute the earnings per share and book
value per share of all outstanding shares of our common stock. If such factors
were reflected in the price per share of common stock, the potential realizable
value of a stockholder's investment could be adversely affected.
The additional common stock to be authorized by adoption of the amendment
would have rights identical to our currently outstanding common stock. Adoption
of the proposed amendment and issuance of the common stock would not affect the
rights of the holders of our currently outstanding common stock, except for
effects incidental to increasing the number of outstanding shares of our common
stock, such as dilution of the earnings per share and voting rights of current
holders of common stock. If the amendment is adopted, it will become effective
upon filing of a certificate of amendment of our articles of incorporation with
the Secretary of State of Nevada.
-2-
Issuance of additional shares. As of the date of this information
statement, our board has no plans to issue or use any of our newly authorized
shares of common stock. The increase in the number of our authorized common
shares is proposed by our management in order to ensure sufficient reserves of
our common stock for various capital purposes and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.
The proposal with respect to our common stock is not being made by us in
response to any known accumulation of shares or threatened takeover.
VOTE REQUIRED
The affirmative vote of a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment to our
articles of incorporation increasing the number of our common shares.
Our board of directors recommends that stockholders vote FOR the amendment
of our articles of incorporation increasing the number of our authorized common
shares as described in Attachment A hereto.
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GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS
TO IMPLEMENT A ONE FOR UP TO 350 REVERSE STOCK SPLIT
(Proposal 2)
Our board of directors has adopted a resolution to seek stockholder
approval for discretionary authority to our board of directors to implement a
reverse split for the purpose of increasing the market price of our common
stock. The reverse split exchange ratio that the board of directors approved and
deemed advisable and for which it is seeking stockholder approval is up to 350
pre-consolidation shares for each of our issued and outstanding common stock one
post-consolidation share, with the reverse split to occur within 12 months of
the date of this information statement, the exact time of the reverse split to
be determined by the directors in their discretion. Approval of this proposal
would give the board authority to implement the reverse split on the basis of up
to 350 pre-consolidation shares for each one post-consolidation share at any
time it determined within 12 months of the date of this information statement.
In addition, approval of this proposal would also give the board authority to
decline to implement a reverse split. A copy of the proposed resolution
approving the grant of discretionary authority to the directors with respect to
the reverse split is contained in Attachment A to this information statement.
------------
Our board of directors believes that stockholder approval of a range for
the exchange ratio of the reverse split (as contrasted with approval of a
specified ratio of the split) provides the board of directors with maximum
flexibility to achieve the purposes of a stock split, and, therefore, is in the
best interests of our stockholders. The actual ratio for implementation of the
reverse split would be determined by our board of directors based upon its
evaluation as to what ratio of pre-consolidation shares to post-consolidation
shares would be most advantageous to us and our stockholders.
Our board of directors also believes that stockholder approval of a
twelve-months range for the effectuation of the reverse split (as contrasted
with approval of a specified time of the split) provides the board of directors
with maximum flexibility to achieve the purposes of a stock split, and,
therefore, is in the best interests of our stockholders. The actual timing for
implementation of the reverse split would be determined by our board of
directors based upon its evaluation as to when and whether such action would be
most advantageous to us and our stockholders.
If you approve the grant of discretionary authority to our board of
directors to implement a reverse split and the board of directors decides to
implement the reverse split, we will effect a reverse split of our then issued
and outstanding common stock on the basis of up to 350 pre-consolidation shares
for each one post-consolidation share.
The board of directors believes that the higher share price that might
initially result from the reverse stock split could help generate interest in
Zann Corp. among investors and thereby assist us in raising future capital to
fund our operations or make acquisitions.
Stockholders should note that the effect of the reverse split upon the
market price for our common stock cannot be accurately predicted. In particular,
if we elect to implement a reverse stock split, there is no assurance that
prices for shares of our common stock after a reverse split will be up to 350
times greater than the price for shares of our common stock immediately prior to
the reverse split, depending on the ratio of the split. Furthermore, there can
be no assurance that the market price of our common stock immediately after a
reverse split will be maintained for any period of time. Moreover, because some
investors may view the reverse split negatively, there can be no assurance that
the reverse split will not adversely impact the market price of our common stock
or, alternatively, that the market price following the reverse split will either
exceed or remain in excess of the current market price.
-3-
Effect of the Reverse Split
The reverse split would not affect the registration of our common stock
under the Securities Exchange Act of 1934, as amended, nor will it change our
periodic reporting and other obligations thereunder.
The voting and other rights of the holders of our common stock would not be
affected by the reverse split (other than as a result of the payment of cash in
lieu of fractional shares as described below). For example, a holder of 0.5
percent of the voting power of the outstanding shares of our common stock
immediately prior to the effective time of the reverse split would continue to
hold 0.5 percent of the voting power of the outstanding shares of our common
stock after the reverse split. The number of stockholders of record would not be
affected by the reverse split (except as described below).
The authorized number of shares of our common stock and the par value of
our common stock under our articles of incorporation would remain the same
following the effective time of the reverse split. However, if the amendment to
our articles of incorporation increasing the number of our authorized shares of
common stock is approved, the number of our authorized shares of common stock
will increase to 4,000,000,000.
The number of shares of our common stock issued and outstanding would be
reduced following the effective time of the reverse split in accordance with the
following formula: if our directors decide to implement a one for 350 reverse
split, every 350 shares of our common stock owned by a stockholder will
automatically be changed into and become one new share of our common stock, with
350 being equal to the exchange ratio of the reverse split, as determined by the
directors in their discretion.
Stockholders should recognize that if a reverse split is effected, they
will own a fewer number of shares than they presently own (a number equal to the
number of shares owned immediately prior to the effective time divided by the
one for 350 exchange ratio, or such lesser exchange ratio as may be determined
by our directors, subject to adjustment for fractional shares, as described
below).
Fractional shares which would otherwise be held by the stockholders of our
common stock after a reverse split will be rounded up to the next whole share.
We will issue one new share of our common stock for up to each 350 shares of our
common stock held as of the record date. The reverse split may reduce the number
of holders of post-reverse split shares as compared to the number of holders of
pre-reverse split shares to the extent that there are stockholders presently
holding fewer than 350 shares (or such lesser number as may be determined by our
directors). However, the intention of the reverse split is not to reduce the
number of our stockholders. In fact, we do not expect that the reverse split
will result in any material reduction in the number of our stockholders.
We currently have no intention of going private, and this proposed reverse
stock split is not intended to be a first step in a going private transaction
and will not have the effect of a going private transaction covered by Rule
13e-3 of the Exchange Act. Moreover, the proposed reverse stock split does not
increase the risk of us becoming a private company in the future.
Issuance of Additional Shares. The number of authorized but unissued shares
of our common stock effectively will be increased significantly by the reverse
split of our common stock. For example, if we elect to implement a one for 250
reverse split, based on the 4,228,861 shares of our common stock outstanding on
the record date, and prior to any increase in our authorized common stock, and
the 11,428,572 shares of our common stock that are currently authorized under
our articles of incorporation, 7,199,711 shares of our common stock remain
available for issuance prior to the reverse split taking effect. A one for 250
reverse split would have the effect of decreasing the number of our outstanding
shares of our common stock from 4,228,861 to 16,916 shares.
Based on the 11,428,572 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized common stock, if we elect to implement a one for 250 reverse stock
split, the reverse split, when implemented, would have the effect of increasing
the number of authorized but unissued shares of our common stock from 7,199,711
to 11,411,656 shares.
If we elect to implement a one for 350 reverse split, based on the
4,228,861 shares of our common stock outstanding on the record date, and prior
to any increase in our authorized common stock, and the 11,428,572 shares of our
common stock that are currently authorized under our articles of incorporation,
7,199,711 shares of our common stock remain available for issuance prior to the
reverse split taking effect. A one for 350 reverse split would have the effect
of decreasing the number of our outstanding shares of our common stock from
4,228,861 to 3,512 shares.
Based on the 11,428,572 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized common stock, if we elect to implement a one for 350 reverse stock
split, the reverse split, when implemented, would have the effect of increasing
the number of authorized but unissued shares of our common stock from 7,199,711
to 11,408,144 shares.
-4-
The issuance in the future of such additional authorized shares may have
the effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our common stock.
The effective increase in the number of authorized but unissued shares of
our common stock may be construed as having an anti-takeover effect by
permitting the issuance of shares to purchasers who might oppose a hostile
takeover bid or oppose any efforts to amend or repeal certain provisions of our
articles of incorporation or bylaws. Such a use of these additional authorized
shares could render more difficult, or discourage, an attempt to acquire control
of us through a transaction opposed by our board of directors. At this time, our
board does not have plans to issue any common shares resulting from the
effective increase in our authorized but unissued shares generated by the
reverse split.
FEDERAL INCOME TAX CONSEQUENCES
We will not recognize any gain or loss as a result of the reverse split.
The following description of the material federal income tax consequences
of the reverse split to our stockholders is based on the Internal Revenue Code
of 1986, as amended, applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on the date of this information statement. Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect. We have not
sought and will not seek an opinion of counsel or a ruling from the Internal
Revenue Service regarding the federal income tax consequences of the reverse
split. This discussion is for general information only and does not discuss the
tax consequences that may apply to special classes of taxpayers (e.g.,
non-residents of the United States, broker/dealers or insurance companies). The
state and local tax consequences of the reverse split may vary significantly as
to each stockholder, depending upon the jurisdiction in which such stockholder
resides. You are urged to consult your own tax advisors to determine the
particular consequences to you.
We believe that the likely federal income tax effects of the reverse split
will be that a stockholder who receives solely a reduced number of shares of our
common stock will not recognize gain or loss. With respect to a reverse split,
such a stockholder's basis in the reduced number of shares of our common stock
will equal the stockholder's basis in its old shares of our common stock.
EFFECTIVE DATE
If the proposed reverse split is approved and the board of directors elects
to proceed with a reverse split, the split would become effective as of 5:00
p.m. Nevada time on the date the split is approved by our stockholders, which in
any event shall not be later than 12 months from the date of this information
statement. Except as explained herein with respect to fractional shares and
stockholders who currently hold fewer than 350 shares, or such lesser amount as
we may determine, on such date, all shares of our common stock that were issued
and outstanding immediately prior thereto will be, automatically and without any
action on the part of the stockholders, converted into new shares of our common
stock in accordance with the one for 350 exchange ratio or such other exchange
ratio as we determine.
RISKS ASSOCIATED WITH OUR REVERSE SPLIT
This information statement includes forward-looking statements including
statements regarding our intent to solicit approval of a reverse split, the
timing of the proposed reverse split and the potential benefits of a reverse
split, including, but not limited to, increase investor interest and the
potential for a higher stock price. The words "believe," "expect," "will," "may"
and similar phrases are intended to identify such forward-looking statements.
Such statements reflect our current views and assumptions, and are subject to
various risks and uncertainties that could cause actual results to differ
materially from expectations. The risks include that we may not have sufficient
resources to continue as a going concern; any significant downturn in our
industry or in general business conditions would likely result in a reduction of
demand for our products or services and would be detrimental to our business; we
will be unable to achieve profitable operations unless we increase quarterly
revenues or make further cost reductions; a loss of or decrease in purchases by
one of our significant customers could materially and adversely affect our
revenues and profitability; the loss of key personnel could have a material
adverse effect on our business; the large number of shares available for future
sale could adversely affect the price of our common stock; and the volatility of
our stock price. For a discussion of these and other risk factors, see our
annual report on Form 10-KSB for the year ended December 31, 2003 and other
filings with the Securities and Exchange Commission.
-5-
If approved and implemented, the reverse stock split will result in some
stockholders owning "odd-lots" of less than 100 common shares of our stock on a
post-consolidation basis. Odd lots may be more difficult to sell, or require
greater transaction costs per share to sell than shares in "even lots" of even
multiples of 100 shares.
VOTE REQUIRED
Once a quorum is present and voting, the affirmative vote of a majority of
the total number of shares of our issued and outstanding capital stock is
required to approve the grant of discretionary authority to our directors to
implement a reverse stock split.
The board of directors recommends a vote FOR approval of the grant of
discretionary authority to our directors to implement a reverse stock split, as
described in Attachment A hereto.
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Information regarding the beneficial ownership of our common stock by
management and the board of directors is noted below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial ownership
of all shares of our common stock and preferred stock as of the record date, by:
- - Each person who beneficially owns more than five percent of the outstanding
shares of our common stock;
- - Each person who beneficially owns outstanding shares of our preferred
stock;
- - Each of our directors;
- - Each named executive officer; and
- - All directors and officers as a group.
COMMON STOCK BENEFICIALLY PREFERRED STOCK BENEFICIALLY
OWNED (2) OWNED (2)
--------- ---------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER PERCENT NUMBER PERCENT
---------------------------------------- ---------- ---------------- --------------- ---------------
Robert C. Simpson, Ph.D. (3) . . . . . . . . . 62,858 0.15 1,800,000 (4) 72 (4)
Robert C. Simpson, Ph.D. (3) . . . . . . . . . 10,000,000 (5) 100 (5)
All directors and officers as a group (one person) 62,858 0.15
================
_______________________
(1) Unless otherwise indicated, the address for each of these stockholders is
c/o Zann Corp., 1549 N. Leroy St., Suite D-200, Fenton, Michigan 48430,
Telephone (810) 714-2978. Also, unless otherwise indicated, each person
named in the table above has the sole voting and investment power with
respect to the shares of our common and preferred stock which he
beneficially owns.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
As of the record date, the total number of outstanding shares of the common
stock is 4,228,861, the total number of outstanding shares of the Series A
preferred stock is 2,497,700, and the total number of outstanding shares of
the Series C preferred stock is 10,000,000.
(3) Each share of our common stock is entitled to one vote on all matters
brought before the stockholders, each share of our Series A preferred stock
outstanding entitles the holder to one vote of the common stock on all
matters brought before the stockholders, and each share of our Series C
preferred stock outstanding entitles the holder to 500 votes of the common
stock on all matters brought before the stockholders. Therefore, Dr.
Simpson will have the power to vote 5,001,862,858 shares of the common
stock, which number exceeds the majority of the 4,228,861 issued and
outstanding shares of our common stock on the record date.
(4) Series A preferred stock.
(5) Series C preferred stock.
-6-
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes in ownership of our equity securities. Officers, directors and greater
than 10 percent stockholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file. All such persons have filed all
required reports.
DOCUMENTS INCORPORATED BY REFERENCE
Our Annual Report on Form 10-KSB for the year ended December 31, 2003 and
financial information from our subsequent Quarterly Reports for the period ended
March 31, 2004, June 30, 2004 and September 30, 2004 are incorporated herein by
reference.
COPIES OF ANNUAL AND QUARTERLY REPORTS
We will furnish a copy of our Annual Report on Form 10-KSB for the year
ended December 31, 2003 all subsequent Quarterly Reports on Form 10-QSB and any
exhibit referred to therein without charge to each person to whom this
information statement is delivered upon written or oral request by first class
mail or other equally prompt means within one business day of receipt of such
request. Any request should be directed to our corporate secretary at 1549 N.
Leroy St., Suite D-200, Fenton, Michigan 48430, Telephone (810) 714-2978.
By Order of the board of directors,
/s/ Robert C. Simpson, Ph.D.
Robert C. Simpson, Ph.D.
President
-7-
ATTACHMENT A
RESOLUTIONS TO BE ADOPTED BY THE
STOCKHOLDERS OF
ZANN CORP.
(the "Company")
RESOLVED, that the amendment to the Company's Articles of Incorporation
increasing the number of authorized shares of common stock to 4,000,000,000 is
hereby adopted and approved in all respects; and
RESOLVED FURTHER, that the grant of discretionary authority to the
directors to implement a consolidation of the Company's issued and outstanding
common stock on the basis of one post-consolidation share for up to every 350
pre-consolidation shares within 12 months of the Company's information statement
on Schedule 14C is hereby approved and adopted in all respects; and
RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby is, authorized, empowered and directed, for and on behalf of the Company,
to take any and all actions, to perform all such acts and things, to execute,
file, deliver or record in the name and on behalf of the Company, all such
instruments, agreements, or other documents, and to make all such payments as
they, in their judgment, or in the judgment of any one or more of them, may deem
necessary, advisable or appropriate in order to carry out the transactions
contemplated by the foregoing resolutions.