SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. __)
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
WSN GROUP, INC.
(Name of Registrant as Specified in Its Charter)
[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:
___________________________________________________________________
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 aggregate offering price:
__________________________________________________________________
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 number:
_____________________________________________________________________
3. Filing party:
_____________________________________________________________________
4. Date filed:
_____________________________________________________________________
Notes:
WSN GROUP, INC.
PO BOX 14127,
PALM DESERT, CALIFORNIA 92255
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
This information statement (the "Information Statement") is furnished
to the shareholders of WSN Group, Inc., a Nevada corporation
(the "Company"), with respect to certain corporate actions taken
by the Company by written consent of the holders of a majority of
the outstanding shares of our common stock that were entitled to vote
on such action.
The corporate actions involved the following proposals (the "Proposals"):
1. A proposal to authorize and ratify the acquisition of Amerifi
Lending, Inc., a California corporation from its shareholders in
a share exchange transaction;
2. A proposal to amend the certificate of incorporation to change
the name of the Company from WSN Group, Inc. to Amerifi
Holdings, Inc.; and,
3. The transaction of such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The corporate actions will not take effect until at least 20 days
after the mailing of this information statement. This information
statement is furnished solely for the purpose of informing our
stockholders of these corporate actions pursuant to the Securities
Exchange Act of 1934, as amended, and the applicable Nevada
corporation laws.
The board of directors fixed March 1, 2004 as the record date for the
determination of stockholders entitled to receive this information
statement. As of March 1, 2004, there were 79,525,202 shares of
WSN Group, Inc. common stock issued and outstanding. This
information statement is being sent on or about April 20, 2004 to
such holders of record.
In excess of 50% of the Company's outstanding shares entitled to vote
on the proposals have indicated that they will vote in favor of the
proposals. As a result, the proposals will be approved without the
affirmative vote of any other shareholders of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JOHN ANTON
- ------------------------------------
CHAIRMAN
MARCH 26, 2004
TABLE OF CONTENTS
ABOUT THE INFORMATION STATEMENT Page 3
What is the Purpose of the Information Statement? Page 3
Who is Entitled to Notice? Page 3
What Constitutes the Voting Shares of the Company? Page 3
What Corporate Matters will the Principal
Shareholders Vote for and How will they Vote? Page 4
What Vote is Required to Approval the Proposals? Page 4
DISSENTERS' RIGHTS OF APPRAISAL Page 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF Page 4
PROPOSAL 1 - ACQUISITION OF AMERIFI LENDING, INC. Page 5
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE CORPORATION Page 5
AVAILABLE INFORMATION Page 6
WSN GROUP INC.
PO Box 14127
Palm Desert, California 92255
ABOUT THE INFORMATION STATEMENT
What is the purpose of the Information Statement?
This information statement is being provided pursuant to Section 14
of the Securities Exchange Act of 1934 to notify the Company's shareholders as
of the close of business on the Record Date of corporate action
expected to be taken pursuant to the consents or authorizations of
principal shareholders.
Who is entitled to notice?
Each outstanding share of common stock of record on the close of
business on, March 1, 2004, (the "Record Date") will be entitled to
notice of each matter to be voted upon pursuant to consents or
authorizations. Shareholders as of the close of business on the
record date that hold in excess of fifty percent (50%) of the
Company's outstanding shares of common stock have indicated that
they will vote in favor of the proposals.
Under Nevada corporate law, all the activities requiring shareholder
approval may be taken by obtaining the written consent and approval
of more than 50% of the holders of voting stock in lieu of a meeting
of the shareholders. No action by the minority shareholders in
connection with the proposal is required.
What constitutes the voting shares of the Company?
The voting power entitled to vote on the proposals consist of the
vote of the holders of a majority of the voting power of the common
stock, with each share of common stock having one vote.
Only stockholders of record at the close of business on the record
date are entitled to notice of and to approve the proposals. As of
the record date, 79,525,202 shares of common stock were issued
and outstanding.
What corporate matters will the shareholders vote for and how will
they vote?
Shareholders holding a majority of the outstanding stock have
indicated that they will vote for the following matter:
FOR - A proposal to authorize and ratify the acquisition of
Amerifi Lending, Inc., a California corporation from its
shareholders in share exchange transactions; and,
FOR - A proposal to amend the certificate of incorporation to
change the name of the Company from WSN Group, Inc. to Amerifi
Holdings, Inc.
What vote is required to approve the proposals?
The affirmative vote of a majority of the shares of common stock
outstanding on the record date is required for approval of the
proposals.
DISSENTERS' RIGHTS OF APPRAISAL
There are no dissenter's rights of appraisal with respect to the
proposals.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information regarding the beneficial
ownership of shares of WSN Group, Inc. common stock as of March 1,
2004 by (i) all stockholders known to the Registrant to be beneficial
owners of more than 5% of the outstanding common stock; and (ii) all
officers and directors of the Registrant, individually and as a group
(each person has sole voting power and sole dispositive power as to
all of the shares shown as beneficially owned by them):
Title of Class Name and Address of Amount and Percent of Class
Beneficial Owner (1) Nature of
Beneficial
Owner
Common Blue Water Management, Ltd. 4,750,000 5.9%
3900 Birch Street
Suite 113
Newport Beach, CA 92660
Common Fordham Associates, Ltd. 16,100,000 20.2%
3900 Birch Street
Suite 113
Newport Beach, CA 92660
Common Four Winds Associates, Ltd. 4,750,000 5.9%
3900 Birch Street
Suite 113
Newport Beach, CA 92660
Common Marc R. Tow, Esq. 4,380,000 5.5%
3900 Birch Street
Suite 113
Newport Beach, CA 92660
Common John J. Anton 6,120,000 7.6%
PO Box 14127
Palm Desert, CA 92255
Common John Moore 5,666,413 7.1%
PO Box 14127
Palm Desert, CA 92255
Common Lanette B. Faulkner 4,390,000 5.5%
27127 Calle Arroyo
Suite 1923
San Juan Capistrano, CA 92675
Common The David Andrew Trust 4,142,924 5.2%
3900 Birch Street
Suite 113
Newport Beach, CA 92660
Common Tri-Star Diversified Ventures, LLC 4,000,000 5.0%
1601 East Flamingo Road
Suite 18
Las Vegas, NV 89119
Common Shares of all directors and 11,786,413 14.8%
executive officers as
a group (2 persons)
(1) Under the rules of the Securities and Exchange Commission (the
"SEC"), a person is deemed to be a beneficial owner of a
security if he or she has or shares the power to vote or to
direct the voting of such security, or the power to dispose or
to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that
person has the right to acquire beneficial ownership within
60 days, as well as any securities owned by such person's
spouse, children or relatives living in the same household.
Accordingly, more than one person may be deemed to be a
beneficial owner of the same securities.
(2) Includes 895,000 shares held jointly with Mr. Anton's spouse.
(3) Includes 77,913 shares in which Mr. Moore exercises indirect
ownership.
PROPOSAL 1 - ACQUISITION OF AMERIFI LENDING, INC.
We will begin to take the action necessary to effect the Share
Exchange with Amerifi Lending, Inc. shareholders. This will require
the approval of consenting Amerifi Lending, Inc. shareholders.
We have obtained the consent of a majority of Amerifi Lending, Inc.
shareholders. We propose to issue [TBD] common shares to Amerifi
Lending, Inc. shareholders in exchange for all of the issued and
outstanding stock of Amerifi Lending, Inc. The share exchange
implementation is subject to, among other things, state and federal
securities regulation. We cannot estimate a completion date for the
proposed share exchange at this time.
Summary of Proposed Acquisition Terms
The following highlights preliminary information pertaining to our
proposed acquisition of Amerifi Lending, Inc. and does not contain
all of the information because a definitive acquisition agreement has
not been prepared or executed.
We have a letter of intent signed by the officers of Amerifi Lending,
Inc. and its majority shareholders.
We anticipate obtaining the consent of all Amerifi Lending, Inc.
shareholders before completing the acquisition.
We intend to acquire all of the issued and outstanding capital stock
of Amerifi Lending.
We also will need to comply with state and federal securities laws
relating to the issuance of our shares in exchange for all of the
Amerifi Lending shares.
Business Conducted by Amerifi Lending, Inc.
Amerifi Lending, Inc. (the "Company") has its principal offices
located at 2130 Main Street, Suite 130, in Huntington Beach,
California.
Amerifi Lending has developed a business of lending to people who
have less than perfect credit or self employed people who have a hard
time qualifying for conventional loans. The money loaned is
typically used by borrowers to consolidate debt and can provide a
source of huge savings for borrowers by paying off high interest
credit card debt. The loans are secured with a first or second
mortgage on their property.
The Company currently employs ten people and nine outside loan
officers. Amerifi Lending is positioned to move to the next level
and can handle a much greater volume.
The business transaction will enable Amerifi Lending to increase net
worth and become a national competitor in the sub-prime mortgage market.
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE
THE COMPANY'S NAME
The Company has concluded that it is advisable for the Company to
amend its Certificate of Incorporation (the "Certificate of
Incorporation") to change the Company's name to Amerifi Holdings,
Inc.
Article I of the Certificate of Incorporation will be amended to read
in its entirety:
"The name of the corporation (which is hereinafter referred
to as the "Corporation") is Amerifi Holdings, Inc."
The Company believes the proposed name will better describe the
Company as it evolves and undertakes lending transactions. The
Company believes that the proposed name would enhance the Company's
recognition and reputation in the lending industry. Following the
name change the Company intends to complete a series of transactions
which should provide a better understanding of the Company's new
mission and strategic vision of new leadership.
The Company also intends to change its trading symbol to a symbol
more readily identifiable with the new name.
The amendment will become effective upon filing of an appropriate
amendment to the Certificate of Incorporation with the Secretary of
State of the State of Nevada, which the Company currently expects
will occur on or before May 1, 2004.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance with the Exchange Act we file reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"). You may inspect and copy the reports, proxy
statements and other information filed by us with the Commission at
the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and as well as
the Commission's Regional Offices. You may also call the Commission
at 1-800-SEC-0330 for more information about the public reference
room, how to obtain copies of documents by mail or how to access
documents electronically on the Commission's Web site at
(http://www.sec.gov).
The Company knows of no other matters other than those described in
this Information Statement, which have been recently approved or
considered by the holders of the Company's Common Stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John Anton
- -----------------------------------
John Anton
Chairman, Board of Directors
March 26, 2004