SCHEDULE 14C
INFORMATION STATEMENT
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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
StereoScape.com, Inc.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A (5) Total fee
paid: N/A
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, of
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
StereoScape.com, Inc.
3440 Highway 9 South
Freehold, New Jersey 07728
INFORMATION STATEMENT
We are not asking you for a proxy and you are not requested to send a proxy
Approximate date of mailing of this Information Statement: March 31, 2002
TO ALL STOCKHOLDERS:
NOTICE is hereby given that StereoScape.com, Inc., ("we", "us" or the "Company")
will take the following actions pursuant to written consent of a majority of our
stockholders:
To amend our Articles of Incorporation to change our name to Marx Toys and
Entertainment Corp., or such other similar name as may be available.
Stockholder of Records on the close of business on March 21, 2003, are entitled
to notice of the foregoing.
The Company will pay all costs of preparing, printing and mailing this
Information Statement.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Date: March 11, 2003 /s/ Steven Wise
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Steven Wise, President
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TABLE OF CONTENTS
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT . . . . . . . . .2
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF . . . . . . . . . . . .3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS . . . . . . . . . . . .3
SECURITY OWNERSHIP OF MANAGEMENT . . . . . . . . . . . . . . . . . . . .4
STOCKHOLDER ACTION . . . . . . . . . . . . . . . . . . . . . . . . . . .5
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .5
INTRODUCTION
This Information Statement is being furnished by the board of directors of
Redwood Energy Group, Inc., ("we", "us" or the "Company"), to stockholder in
connection with actions taken by certain stockholders holding a majority of the
outstanding shares of the Company by written consent without a meeting pursuant
to Section 78.320 of the Nevada Revised Statutes.
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION
Q. Who is entitled to receive this Information Statement?
A. All record holders of our common stock as of the close of business on
February 14, 2003, are entitled to receive this Information Statement. On that
day, approximately 12,671,240 shares of common stock were issued and outstanding
and eligible to receive this Information Statement.
Q. Why is the Company sending me this Information Statement?
A. The Securities and Exchange Commission requires the Company to notify you of
actions taken by stockholders without a meeting. In this case, the board of
directors has approved, and the stockholders have approved and ratified by
written consent, a change in the Company's name from StereoScape.com, Inc., to
Marx Toys and Entertainment Corp., or such other similar name as may be
available.
Q. Why is the Company changing its name?
A. We are changing our name to better reflect the recent change our business
model through its Marx Toys, Inc. ("Marx") subsidiary, which sells collectible
action figures and play sets primarily through the Internet and via
telemarketing.
Q. What am I required to do?
A. Nothing. We are providing you with information about our name change.
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Q. Should I send my stock certificates now?
A. No. After the name change is completed, you may at your option and your
expense send in your stock certificates to the Company's transfer agent for new
certificates reflecting the name change. You are not required to exchange your
stock certificates if you do not wish to incur the expense.
Q. Am I entitled to dissenter's rights?
A. No. The Nevada Revised Statutes does not provide for dissenter's rights in
connection with a name change.
Q. What interests in the name change do the members of management have?
A. No director, executive officer, nominee for election as a director, associate
of any director, nominee for election as an executive officer or any other
person has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment which is not shared by all other
stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the record date, our authorized capitalization consisted of 100,000,000
shares of common stock. As of the record date, there were 26,073,000 shares of
common stock outstanding, all of which were fully paid, non-assessable and
entitled to vote. Each share of common stock entitles the holder to one vote on
each matter submitted to the shareholder.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows, with respect to each person or entity known to the
Company to be the beneficial owner of more than 5% of the Company's common stock
(other than as set forth in the "Security Ownership of Management" table below),
(1) the number of shares of common stock so owned, and (2) the percentage of all
shares outstanding represented by such ownership (based upon the number of
shares outstanding as of March 11, 2003).
Name and address Number of Percentage of Outstanding
of Beneficial Owner(a) Shares Owned Shares Owned (b)
- ---------------------------------------------------------------------
Steven Wise 5,000,000 19.17%
Marnco, Inc. 3,000,000 11.50%
Shia Holdings, Inc. 2,000,000 7.67%
All directors and executive officers
as a group (1 persons) 5,000,000 19.17%
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(a) All information with respect to beneficial ownership of the shares is based
upon filings made by the respective beneficial owners with the Securities and
Exchange Commission or information provided by such beneficial owners to the
Company. Shares include stock options and warrants exercisable within 60 days.
(b) For each beneficial owner, the "Percentage of Outstanding" equals each
owner's actual holdings of shares plus shares represented by unexercised options
and warrants held, divided by total shares outstanding of the Company at March
3, 2003, of 26,073,000, plus the above-referenced unexercised options and
warrants of the referenced holder only. In other words, individual percentages
of the listed holders will not add to the group total because the calculations
are made separately for each holder.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership as of March 11, 2003, of
the common stock of the Company by each director who owns shares, by the
director nominees, all executive officers, and all directors and executive
officers as a group. The information as to beneficial stock ownership is based
on data furnished by the persons concerning whom such information is given. The
address for all of the executive officers and directors is the address of the
Company's principal executive offices, which are located at 3440 Highway 9 South
Freehold, New Jersey 07728.
Title of Name of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(2) of Class
- -------- --------------------- ------------------------ ----------
Common Steven Wise(1) 5,000,000 19.17%
- -------------------------------------------------------------------
Common Officers, Directors and 5,000,000 19.17%
Nominees as a Group: 1 person
(1) Officer and/or Director of the Company
(2) The term "beneficial owner" refers to both the power of investment (the
right to buy and sell) and rights of ownership (the right to received
distributions from the company and proceeds from sales of the shares). Inasmuch
as these rights or shares may be held by more than one person, each person who
has a beneficial ownership interest in shares is deemed the beneficial owners of
the same shares because there is shared power of investment or shared rights of
ownership.
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STOCKHOLDER ACTION
Stockholders holding approximately 55% of our outstanding common stock have
approved and ratified the following resolution amending our Articles of
Incorporation:
RESOLVED, that Article I of the Article of Incorporation of the Company shall be
amended to read as follows:
ARTICLE I
NAME
The name of the Corporation shall be: Marx Toys and Entertainment Corp.
ADDITIONAL INFORMATION
You may access additional information regarding the Company, including all
reports filed with the Securities and Exchange Commission, through the
Securities and Exchange Commission's EDGAR archives at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Steven Wise
- ----------------------------------
Steven Wise, Chairman of the Board
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