SCHEDULE 14C INFORMATION
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
QUIXIT, INC.
(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:
(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):
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(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
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Schedule and the date of its filing.
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QUIXIT, INC.
17 BARSTOW ROAD
SUITE 301
GREAT NECK, NEW YORK 11021
INFORMATION STATEMENT
MARCH 28, 2003
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement, as amended, (the "Information Statement") is
being delivered by Quixit, Inc. (the "Company"), and relates to (i) the change
in name of the Company from Quixit, Inc. to TOP Group Holdings, Inc. and (ii)
the election of Li Dong to the Board of Directors to serve as an independent
director of the Company.
This Information Statement is being furnished to the Company's stockholders
solely to provide you with certain information concerning the actions approved
by the Board of Directors and the consenting stockholders in accordance with the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the regulations promulgated thereunder, including particularly
Regulation 14C.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS
GENERAL
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The Company
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 the Company's common stock.
The Company 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. The Company 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 or oral request to the following address:
TOP Group Holdings, Inc.
c/o James M. McKnight, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
Chrysler Center
New York, NY 10017
(212) 692-6794
Security holders may also address future requests regarding delivery of
information statements and/or annual reports by contacting the Company at the
address listed above.
INFORMATION ON CONSENTING STOCKHOLDERS
None.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED ON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS' RIGHT OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 24, 2003 as to each
person who is known to the Company to be the beneficial owner of more than 5% of
the Company's outstanding common stock and as to the security and percentage
ownership of each executive officer and director of the Company and all officers
and directors of the Company as a group. Except where specifically noted, each
person listed in the table has sole voting and investment power with respect to
the shares listed.
SHARES
NAME BENEFICIALLY OWNED PERCENTAGE BENEFICIALLY OWNED
- ----------------------- ----------------- -----------------------------
TOP Group Corporation 4,400,000 88.0%
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED BY CONSENTING STOCKHOLDERS
The following actions were taken based upon the unanimous recommendation of
the Company's Board of Directors and the written consent of the consenting
stockholders:
ACTION 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
On March 28, 2003, the Board issued a Resolution adopting and approving an
amendment to the Company's Certificate of Incorporation to change the name of
the Company from "Quixit, Inc." to "TOP Group Holdings, Inc." (the "Name
Change"). On March 28, 2003, the consenting stockholders issued a written
consent in lieu of a meeting of the Company's stockholders whereby the Name
Change was approved. It is the opinion of the Board and the consenting
stockholders that the Name Change is desirable to best effectuate the Company's
ongoing business strategy, development and operations.
The Name Change Amendment will become effective upon the filing of the
Amended Certificate of Incorporation. Under Federal securities laws, the
Company cannot file the Amended Certificate of Incorporation until at least 20
days after the mailing of this Information Statement.
ACTION 2
ELECTION OF INDEPENDENT DIRECTOR
On March 28, 2003, pursuant to a written consent in lieu of a meeting of
the Company's stockholders, the Company elected Li Dong to the Board of
Directors to serve as an independent director.
Mr. Li, a Chinese national, was born on November 11, 1969. Mr. Li holds a
Master's degree in telecommunications and electronics from China Electronics and
Technology University. He also serves as Engineer and Senior Architect of
Software Systems at China Electronics and Technology University, School of
Telecommunications.
Mr. Li does not presently receive any compensation for his respective
services rendered to the Company, nor has he received such compensation in the
past. Mr. Li has agreed to act without compensation until authorized by the
Board of Directors. As of the date of filing this report, Mr. Li is not
accruing any compensation pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
Mr. Li.
By order of the Board of Directors:
By: /s/ Yang Hengming
-----------------
Name: Yang Hengming
Its: President and Chief Executive Officer
March 28, 2003