SCHEDULE 14C INFORMATION statement
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(21))
[X] Definitive Information Statement
First Deltavision, Inc.
(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:
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 is calculated and state how it was
determined.):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Dated Filed:
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FIRST DELTAVISION, INC.
695 Town Center Drive, Suite 260
Costa Mesa, CA 92626
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NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
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April 28, 2004
A majority of the stockholders of First Deltavision, Inc., or First
Deltavision, have taken action by written consent to amend First Deltavision's
amended and restated articles of incorporation to change the name of the company
to "Integrated Healthcare Holdings, Inc."
Stockholders of record at the close of business on March 4, 2004 will be
entitled to notice of this stockholder action by written consent. Since the
actions have been approved by the holders of the required majority of the
outstanding shares of our voting stock, no proxies were or are being solicited.
We anticipate that the amendment will become effective on or after May 18, 2004.
/s/ Bruce Mogel
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Bruce Mogel
Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
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FIRST DELTAVISION, INC.
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INFORMATION STATEMENT
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INFORMATION CONCERNING THE ACTION BY WRITTEN CONSENT
DATE AND PURPOSE OF WRITTEN CONSENT
Stockholders holding a majority of the voting power of the company have taken
action by written consent for the purpose of amending First Deltavision's
amended and restated articles of incorporation to change the name of the company
to "Integrated Healthcare Holdings, Inc."
STOCKHOLDERS ENTITLED TO VOTE
Approval of the matters actions described herein requires the written consent of
the holders of outstanding stock of each voting group entitled to vote on such
matters. As of March 4, 2004, there were 17,920,000 shares of our common stock
outstanding. Holders of our common stock are entitled to one vote per share.
Stockholders of record at the close of business on March 4, 2004, will be
entitled to receive this notice and information statement.
PROXIES
No proxies are being solicited.
CONSENTS REQUIRED
The actions taken require the consent of the holders of a majority of the shares
of common stock. On March 4, 2004, holders of the voting rights with respect to
16,128,000 shares of our common stock delivered written consents to us adopting
the proposals set forth herein.
INFORMATION STATEMENT COSTS
The cost of delivering this information statement, including the preparation,
assembly and mailing of the information statement, as well as the cost of
forwarding this material to the beneficial owners of our capital stock will be
borne by us. We may reimburse brokerage firms and others for expenses in
forwarding information statement materials to the beneficial owners of our
capital stock.
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COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 4, 2004 by the following
persons:
o each person who is known to be the beneficial owner of more than five
percent (5%) of our issued and outstanding shares of common stock;
o each of our directors and executive officers; and
o all of our directors and executive officers as a group.
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED PERCENTAGE OWNED
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Bruce Mogel (1) ...................... 5,376,000 30.0%
Larry B. Anderson (1) ................ 5,376,000 30.0%
James T. Ligon (1) ................... 5,376,000 30.0%
All directors and officers as a group. 16,128,000 90.0%
(1) The address is 695 Town Center Drive, Suite 260, Costa Mesa, California
92626.
Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within
60 days from March 4, 2004, and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from March 4, 2004.
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PROPOSAL TO AMEND THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE
THE NAME TO INTEGRATED HEALTHCARE HOLDINGS, INC.
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The board of directors has declared it advisable and in the best interests of
the company and directed that there be submitted to the stockholders a proposed
amendment to Article I of the amended and restated articles of incorporation to
change its name from First Deltavision, Inc. to Integrated Healthcare Holdings,
Inc. The company's Board of Directors feels that this name change is in the best
interest of the company. In light of the company's recent acquisition of Mogel
Management Group, Inc., a Nevada corporation, the name "First Deltavision, Inc."
no longer accurately reflects the company's operations and interests.
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By Order of the Board of Directors
/s/ Bruce Mogel
Bruce Mogel
Chief Executive Officer
April 28, 2004
Costa Mesa, California
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APPENDIX A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FIRST DELTAVISION, INC.
A NEVADA CORPORATION
Larry B. Anderson certifies the following:
1. He is the President and Secretary of First Deltavision, Inc., a Nevada
corporation (the "CORPORATION").
2. Article FIRST of the Articles of Incorporation shall be amended to read in
its entirety as follows:
"FIRST: The name of the corporation is Integrated Healthcare Holdings, Inc."
3. The amendment has been duly approved by the Corporation's Board of Directors
by resolutions duly adopted by Unanimous Written Consent of the Board of
Directors effective March 4, 2004.
5. The number of capital shares of the Corporation outstanding and entitled to
vote on this amendment to the Articles of Incorporation is 17,920,000. This
amendment has been duly approved by a majority vote of the Corporation's
stockholders holding at least a majority of the issued and outstanding shares of
each class of capital stock of the Corporation entitled to vote, by resolutions
duly adopted by Majority Written Consent of the Stockholders effective March 4,
2004.
The undersigned hereby declares and certifies that the matters set forth
in the foregoing certificate are true and correct to his knowledge and that this
Certificate was executed on March 4, 2004 at Costa Mesa, California.
/s/ Larry B. Anderson
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Larry B. Anderson,
President and Secretary
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