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the Securities Exchange Act of 1934
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WATERFORD STERLING CORPORATION
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(Name of Registrant As Specified In Its Charter)
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WATERFORD STERLING CORPORATION.
200 South Knowles Avenue
Winter Park, Florida 32789
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on September 27, 2002
To the stockholders of Waterford Sterling Corporation:
Notice is hereby given that a special meeting of stockholders of
Waterford Sterling Corporation will be held on September_27, 2002 at 10:00 a.m.
200 South Knowles Avenue, Winter Park, Florida 32789 for the following purposes:
1. Amendment of the Articles of Incorporation to reverse split the shares of
the Company on a one for four basis, to reauthorize the par value at .001
per share and to increase the number of shares authorized to 100,000,000
shares.
2. Amendment to Articles of Incorporation to change the name of the Company to
Eternal Technology Group, Ltd.
3. To verify the acquisition of Eternal Technologies Group, Ltd. and
subsidiaries.
Common stockholders of record on the close of business on September_13, 2002 are
entitled to notice of the meeting. All stockholders are cordially invited to
attend the meeting in person.
By Order of the Board of Directors,
/s/ Jacob Nguyen
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Jacob Nguyen
Chief Executive Officer and Director
August 27, 2002
WATERFORD STERLING CORPORATION
200 South Knowles Avenue
Winter Park, Florida 32789
INFORMATION STATEMENT
August 27, 2002
This Information Statement is furnished by the Board of Directors of
Waterford Sterling Corporation (the "Company") to provide notice of a special
meeting of stockholders of the Company which will be held on September 27, 2002.
The record date for determining stockholders entitled to receive this
Information Statement has been established as the close of business on September
13, 2002 (the "Record Date"). This Information Statement will be first mailed on
or about September 16, 2002 to stockholders of record at the close of business
on the Record Date. As of the Record Date, there were outstanding 20,887,815
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 presence at the special meeting of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the annual meeting is
necessary to constitute a quorum. The Board of Directors is not aware of any
matters that are expected to come before the annual meeting other than those
referred to in this Information Statement.
Each of the matters scheduled to come before the special meeting requires
the approval of a majority of the votes of the shares outstanding. Thomas L.
Tedrow, or entities controlled by him own 14,359,000 or 68.74% of our Common
Stock, and will be able to approve the matters presented in this Information
Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Proposal 1
Amendment of the Articles of Incorporation
Amendment of the Articles of Incorporation to Reverse Split the Company's
shares on a one for four basis, reauthorize the par value of $.001 per share and
increase the authorized shares to 100,000,000 shares.
The Company's amended Articles of Incorporation currently provide that the
Company is authorized to issue 25,000,000 shares of common stock with a par
value of $.001 per share. On August 23, 2002, the Company's Board of Directors
authorized an amendment to the Articles of Incorporation to reverse split the
existing shares of the Company on a one for four basis, to reauthorize the par
value of $.001 per share and to increase the number of authorized shares of
common stock from 25,000,000 (6,250,000 following the reverse split) to
95,000,000 shares. Under the proposed amendment, the first paragraph of the
Articles IV of the Articles of Incorporation would be amended to read as
follows:
The total number of shares which the Corporation shall have authority to
issue (subsequent to the one for four reverse split effected on September 27,
2002) is One-Hundred Million (100,000,000) shares, consisting of ninety-five
million (95,000,000) shares of Common Stock having a par value of $.001 per
share and five-million (5,000,000) shares of Preferred Stock having a par value
of $.001 per share.
The principle purposes of the proposed amendment are as follows:
(a) The Reverse Split
1. The current price of the Company's common stock is extremely low. By
reverse splitting the shares, the Company hopes to increase its price
per share. 2. The Company believes that there are currently too many
shares in the market place to attract a company to acquire or with
which to merge. Be reducing the number of shares outstanding, the
Company hopes to be better positioned to attract an operating company
which it can acquire or with which to merge.
(b) The Reauthorized of the .001 par value
Following the reverse split, the par value would decrease to $.00025 per
share. Since few if any companies have such a low par value and the Nevada
franchise tax would not increase by restoring the $.001 par value, the Company
wishes to restore the par value to its original value of .001 per share.
(c) Increase in Authorized Shares
The principal purpose for the authorizing of additional shares is to
increase the Company's flexibility to make acquisitions with its shares. At
present, the Company is authorized to issue 25,000,000 common shares, of which
20,887,815 have already been issues, leaving little flexibility for acquisitions
for shares. By increasing the authorized shares, the Company will increase its
flexibility and be able accommodate the acquisition of Eternal Technologies
Group, Ltd. and Subsidiaries.
The affirmative vote of a majority of all outstanding shares of common
stock of the Company is required for approval of this proposal. Thomas L.
Tedrow, individually and through entities controlled by him owns14,359,000
shares or 68.74% of the shares outstanding, and will be able to approve this
proposal. Therefore, abstentions, non-votes, or votes against will have no
effect on the outcome of this proposal. The Board of Directors recommends a yes
vote on this proposal.
Proposal 2
Amendment to the Articles of Incorporation to change the name of the
Company to Eternal Technology Group, Ltd.
On August ___, 2002, the Company's Board of Directors authorized an
amendment to the Articles of Incorporation to change the name of the Company to
"Eternal Technology Group, Ltd.". Under the proposal amendment, Article I of the
Articles of Incorporation would be amended to read as follows:
The name of the corporation (hereinafter called "Corporation") is Eternal
Technology Group Ltd.
The purpose for the proposal amendment is because of the proposal
acquisition by the Company of Eternal Technology Group Ltd., changing the name
of the Company to that of its subsidiary is required by the proposed Exchange
Agreement.
The affirmative vote of a majority of all outstanding shares of common
stock of the Company is required for approval of this proposal. Thomas L.
Tedrow, individually and through entities controlled by him owns14,359,000
shares or 68.74% of the shares outstanding, and will be able to approve this
proposal. Therefore, abstentions, non-votes, or votes against will have no
effect on the outcome of this proposal. The Board of Directors recommends a yes
vote on this proposal.
Proposal 3
Ratification of the Acquisitions of Eternal Technology Group Ltd. and
Subsidiaries ("Eternal") in exchange for 22,050,000 shares of the Company's
post-reverse split common stock. Eternal through its subsidiary Inner Mangolia
Aershan Agriculture and Husbandry Technology a People's Republic of China
corporation operates a breeding center to propogate quality meat sheep and other
breeds in Inner Mangolia. It also operates a genetics research and
biopharmaceutical facility with the support of the Chinese government. For the
year ended December 31, 2001, the Company had revenue of 11,446,361 and earnings
of $5,810,288, total assets of 25,653,507 and equity of $18,534,788. The
financial statements for December 31, 2001 and June 30, 2002 are attached
hereto.
Although a shareholder vote is not required to approve this acquisition.
The Board of Directors believes that it is the best interest of the Company to
have the shareholder ratify this acquisition Thomas L. Tedrow individually and
through entities controlled by him owns $14,359,000 shares or 68.74% of the
shares outstanding and will be able to ratify this proposal. Therefore,
abstentians, non-voters or votes against will have no effect on the outcome of
this proposal. The Board of Directors recommend a yes vote on this proposal.
Other Matters
The Board of Directors does not intend to bring any other matters before
the Special Meeting and has not been informed that any other matters are to be
presented by others.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jacob Nguyen
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Jacob Nguyen, Chief Executive
Officer and Director
August 27, 2002