UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
POINTSTAR ENTERTAINMENT CORP.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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POINTSTAR ENTERTAINMENT CORP.
LOFT OFFICE BUILDING 3, SUITE #104, P.O. BOX 500449
DUBAI, UNITED ARAB EMIRATES
INFORMATION STATEMENT
MAY 21, 2007
INTRODUCTION
Pointstar Entertainment Corp., a Nevada corporation ("Company"), has obtained
written consent from the majority of the stockholders as of May 21, 2007,
approving an amendment to the Company's Certificate of Incorporation increasing
the authorized common stock of the Company from 25,000,000 to 300,000,000 shares
(the "Action"). Details of the Action and other important information are set
forth in the accompanying Information Statement. The Board of Directors of the
Company unanimously approved the Action on May 21, 2007. Under the corporate law
of the State of Nevada, action by stockholders may be taken without a meeting,
without prior notice, by written consent of the holders of outstanding stock
having at least a majority of the voting power that would be necessary to
authorize the action at a meeting. No other vote or stockholder action is
required. You are hereby being provided with notice of the approval of the
Action by less than unanimous written consent of the stockholders of the
Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent to shareholders on or about May
21, 2007.
SHAREHOLDER ACTION TAKEN
As authorized by the necessary approvals of the holders of not less than a
majority of our outstanding voting stock ("Consenting Shareholders"), we have
approved the Action.
The written consent of the Consenting Shareholders approving the Action (the
"Shareholder Action") was executed on May 21, 2007 and delivered to the Company
on May 21, 2007 ("Consent Date"). This Information Statement is being provided
to all shareholders of record who were entitled to give an authorization or a
written consent in regard to the Shareholder Action on May 21, 2007 (the "Record
Date").
Under Nevada law, the Shareholder Action described in this Information Statement
will not entitle the Company's shareholders with the opportunity to dissent from
the Action described herein and to receive an agreed or judicially appraised
value for their shares.
OUTSTANDING SECURITIES AND VOTING RIGHTS
OUTSTANDING SECURITIES
As of the Record Date, the Company had issued and outstanding 4,500,000 shares
of common stock. All holders of common stock have one vote per share of common
stock (the "Voting Stock").
Therefore, all holders of shares of the Company's Voting Stock are entitled to
receive this Information Statement. The Consenting Shareholders who consented in
writing to the Shareholder Action held at least a majority of the Voting Stock.
VOTING RIGHTS AND ACTION BY WRITTEN CONSENT
The Company is incorporated under the laws of the State of Nevada. Under Nevada
law, any action that may be taken at a shareholders' meeting may be taken by
written consent of the requisite number of shareholders required to take such
action. The approval of the Action requires the written consent of the holders
of a majority of the Company's outstanding voting stock. The requisite number of
written consents to take the Shareholder Action were executed on May 21, 2007
and delivered to the Company by the Consenting Shareholders on May 21, 2007.
SUMMARY OF THE REASONS FOR SHAREHOLDER ACTION
The Consenting Shareholders concluded that the Company needed to adopt the
amendment to the Company's Certificate of Incorporation to provide the Company
with adequate shares of common stock to seek future financing and potential
acquisitions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information with respect to the ownership of the
$0.001 par value, common stock as of May 21, 2007, by:
* each person known to own beneficially more than 5% of the common
stock.
* each of our directors,
* each of the executive officers named in the summary compensation table
above, and
* all of our executive officers and directors as a group.
The amounts and percentages of shares beneficially owned are reported on the
basis of SEC regulations governing the determination of beneficial ownership of
securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares voting power or investment power, which
includes the power to dispose of 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 a right to acquire beneficial ownership within 60 days. Securities
that can be so acquired are deemed to be outstanding for purposes of computing
such person's ownership percentage, but not for purposes of computing any other
person's percentage. Under these rules, more than one person may be deemed to be
a beneficial owner of the same securities and a person may be deemed to be a
beneficial owner of securities as to which such person has no economic interest.
Except as otherwise indicated in these footnotes, each of the beneficial owners
listed has, to our knowledge, sole voting and investment power with respect to
the indicated shares of common stock. The total number of shares on a fully
diluted basis is 4,500,000 common shares.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Beneficial Ownership
---------------- -------------------- --------------------
Mr. Altaf Alimohamed 2,600,000 57.77%
Director, President
Loft Office Building 3, Suite #104,
P.O. Box 500449, Dubai,
United Arab Emirates
Dr. Rafeh Hulays 1,400,000 31.11%
Secretary Treasurer, Director
#1211 - 3408 Crowley Drive
Vancouver, BC, V5R 6C3
Canada
All Officers, Directors
and 5% Shareholders 4,000,000 88.88%
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to our officers
and directors as of April 30, 2007.
Name Age Position With the Company
---- --- -------------------------
Mr. Altaf Alimohamed 45 Director, President
Loft Office Building 3, Suite #104,
P.O. Box 500449, Dubai,
United Arab Emirates
Dr. Rafeh Hulays 40 Secretary Treasurer, Director
#1211 - 3408 Crowley Drive
Vancouver, BC, V5R 6C3
Canada
EXECUTIVE COMPENSATION
The following table sets forth compensation information for services rendered to
us by our executive officers and directors in all capacities during the fiscal
year ending April 30, 2007. Other than as set forth below, no executive
officer's salary and bonus exceeded $100,000 in any of the applicable years or
period ended. The following information includes the dollar value of base
salaries, draws, bonus awards, and the number of stock options or warrants
granted and other compensation whether paid or deferred. Reimbursement of
out-of-pocket expenses is not included.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value &
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary($) Bonus($) Awards($) Awards($) sation($) Earnings($) sation($) Totals($)
-------- ---- --------- -------- --------- --------- --------- ----------- --------- ---------
Altaf Alimohamed 2007 0 0 0 0 0 0 0 0
President & CEO
Rafeh Hulays 2007 0 0 0 0 0 0 0 0
Secretary, Treasurer, CFO
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DIRECTOR COMPENSATION TABLE
Change in
Pension
Fees Value and
Earned Non-Equity Nonqualified All
or Incentive Deferred Other
Paid in Stock Option Plan Compensation Compen-
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) sation($) Total($)
---- ------- --------- --------- --------------- ----------- --------- --------
Altaf Alimohamed 0 0 0 0 0 0 0
Rafeh Hulays 0 0 0 0 0 0 0
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more then 10% of the common
stock of the Company to file with the SEC reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Based on its review of the reports that it has received, the Company believes
that the reports due have been timely filed.
By Order of the Board of Directors
/s/ Altaf Alimohamed
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Altaf Alimohamed, Principal Executive Officer
Dated: May 21, 2007
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