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)
INTROBUZZ, INC.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
N/A
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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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee 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) Date Filed:
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTROBUZZ, INC.
3960 HOWARD HUGHES PARKWAY, SUITE 500
LAS VEGAS, NV 89169
INFORMATION STATEMENT
This Information Statement (the "Information Statement") is being furnished
to all holders of shares of Common Stock, par value $0.001 per share ("Common
Stock"), of record at the close of business on June 4, 2013 (collectively, the
"Stockholders") of Introbuzz, Inc., a Nevada corporation (the "Company"), with
respect to proposed corporate actions of the Company. This Information Statement
is first being provided to the Stockholders on or about June 26, 2013.
The corporate actions involve Two (2) proposals (the "Proposals") providing
for the following:
1. To approve a Seventy-five-for-One forward stock split of the issued
and outstanding shares of Common Stock, such that each One (1) share
of Common Stock, $0.001 par value, issued and outstanding immediately
prior to the effective date (the "Old Common Stock") shall be
recombined, reclassified and changed into Seventy-five (75) shares of
the corporation's Common Stock, $0.001 par value (the "New Common
Stock").
2. To approve the change of the name of the Company from Introbuzz, Inc.
to Cynk Technology Corp.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JUNE 4, 2013 ARE
ENTITLED TO NOTICE OF THE PROPOSAL. A PRINCIPAL STOCKHOLDER WHO HOLDS IN EXCESS
OF SEVENTY-TWO PERCENT (72%) OF THE COMPANY'S SHARES OF VOTING CAPITAL STOCK
ENTITLED TO VOTE ON THE PROPOSALS HAS VOTED IN FAVOR OF THE PROPOSAL. AS A
RESULT, THE PROPOSAL HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER
STOCKHOLDERS OF THE COMPANY.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Marlon L. Sanchez
-----------------------------------
Marlon L. Sanchez, President
Las Vegas, NV
Dated: June 25, 2013
TABLE OF CONTENTS
ABOUT THE INFORMATION STATEMENT 3
What Is The Purpose Of The Information Statement? 3
Who Is Entitled To Notice? 3
PRINCIPAL STOCKHOLDERS 3
Who Are the Principal Stockholders and How Many Votes Are They
Entitled to Cast? 3
What Corporate Matters Have the Principal Stockholders Voted For? 4
What Are The Recommendations of the Board of Directors? 4
What Vote Is Required To Approve Each Proposal? 4
PRINCIPAL OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5
(A) Security Ownership of Management 5
(B) Security Ownership of Certain Beneficial Owners 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 6
EXECUTIVE COMPENSATION 8
Summary Compensation Table 8
Outstanding Equity Awards at Fiscal Year-End 8
Director Compensation 9
Employment Contracts 9
DESCRIPTION OF SECURITIES 9
Common Stock 9
Options 10
Warrants 10
ANTI-TAKEROVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION,
BYLAWS AND NEVADA LAW 10
Transfer Agent 11
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON 11
ADDITIONAL INFORMATION 11
PROPOSAL 1 - FORWARD STOCK SPLIT 12
Purpose of the Forward Stock Split 12
Effects of the Forward Stock Split 12
Effectiveness of the Forward Stock Split 13
Procedure for Implementing the Forward Stock Split 13
Accounting Consequences 13
Recommendation of Board of Directors 13
No Voting of Stockholders Required 13
PROPOSAL 2 - CHANGE OF NAME OF COMPANY 14
Purpose of the Change of Name 14
Potential Effects of the Change of Name 14
Recommendation of Board of Directors 14
Effectiveness of Change of Company Name 14
No Voting of Stockholders Required 14
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS 14
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INTROBUZZ, INC.
3960 HOWARD HUGHES PARKWAY, SUITE 500
LAS VEGAS, NV 89169
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INFORMATION STATEMENT
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This Information Statement (this "Information Statement") contains
information related to certain corporate actions of Introbuzz, Inc., a Nevada
corporation (the "Company"), and is expected to be mailed on or about June 26,
2013 to all holders of shares of Common Stock, par value $0.001 per share
("Common Stock"), of record at the close of business on June 4, 2013
(collectively, the "Stockholders")
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, as amended, to notify the Stockholders, as of
the close of business on June 4, 2013 (the "Record Date"), of the corporate
actions taken pursuant to the written consent of certain principal stockholders.
Specifically, on June 5, 2013, a holder of a majority of our Common Stock
voted to approve the the corporate matter outlined in this Information
Statement, consisting of: (i) To approve a 75-for-1 forward split split of the
issued and outstanding shares of Common Stock, such that each One (1) share of
Common Stock, $0.001 par value, issued and outstanding immediately prior to the
effective date (the "Old Common Stock") shall be recombined, reclassified and
changed into Seventy-five (75) shares of the corporation's Common Stock, $0.001
par value (the "New Common Stock"), (the "Forward Stock Split") and (ii) To
approve the change the name of the Company from Introbuzz, Inc. to Cynk
Technology Corp. (the "Name Change").
WHO IS ENTITLED TO NOTICE?
All holders of shares of Common Stock on the close of business on the
Record Date will be entitled to notice of each matter voted upon by the
principal stockholder pursuant to the written consent of the principal
stockholder. Specifically, the holder of a majority of the outstanding shares of
Common Stock, which constitute a majority of all shares eligible to vote, has
voted in favor of the Proposals listed in this notice. Under Nevada corporate
law Section NRS 78.320, all the activities requiring stockholder approval may be
taken by obtaining the written consent and approval of more than a majority
(greater than 50.00%) of the holders of voting stock in lieu of a meeting of the
stockholders.
Because the holder of more than fifty percent, i.e., 72.4%, of the
collective voting rights of the Common Stock, voted in favor of the Proposals,
no action by the minority stockholders in connection with the Proposals set
forth herein is required.
PRINCIPAL STOCKHOLDER
WHO IS THE PRINCIPAL STOCKHOLDER AND HOW MANY VOTES IS HE ENTITLED TO CAST?
The holder of a majority of the shares of Common Stock is Marlon L.
Sanchez, a member of our Board of Directors and Chief Executive Officer,
President, Secretary and Chief Financial Officer, is the holder of 2,800,000
shares of Common Stock. The voting rights of the aforementioned represent 72.4%
of the total issued and outstanding voting rights of the Company.
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WHAT CORPORATE MATTERS HAS THE PRINCIPAL STOCKHOLDER VOTED FOR?
The principal stockholder that holds a greater than a majority, 72.4% of
the total issued and outstanding voting Rights of the Company has voted by
written consent for the approval and ratification of the Board of Directors
proposals described in this Information Statement. (1)
Percent of Percent of
Series Shares in Ownership in All Voting
of Stock Shareholder Series Series Rights
-------- ----------- ------ ------ ------
Common Marlon L. Sanchez 2,800,000 72.4% 72.4%
3960 Howard Hughes Parkway
Suite 500
Las Vegas, NV 89169
Notes:
(1) Based on 3,886,000 of our Common Stock issued and outstanding as of June 4,
2013. Under Rule 13d-3, certain shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to
vote or the power to dispose of the shares). In addition, shares are deemed
to be beneficially owned by a person if the person has the right to acquire
the shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
June 4, 2013.
WHAT IS THE IS THE RECOMMENDATION OF THE BOARD OF DIRECTORS?
On June 4, 2013, the Board of Directors unanimously adopted resolutions
approving the Proposals. The Board of Directors recommends adoption of the
Proposal.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?
A vote of the majority of the voting capital stock is required to approve
the Proposals. As a result, a vote to approve the Proposals by a majority of the
aggregate voting rights held by the holders of the Common Stock is sufficient to
approve the Proposals. In this instance, 72.4% of the outstanding shares of
voting stock have approved the Proposals.
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PRINCIPAL OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information concerning the number of
shares of our capital stock owned beneficially as of June 4, 2013 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any Series of our voting securities, and (ii) our directors, and our named
executive officers.
Unless otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares shown.
Amount and
Nature of Percentage of Percentage of
Title of Beneficial Common All Voting
Series Name and Address of Beneficial Owner Ownership Stock (1) Rights
------ ------------------------------------ --------- --------- ------
DIRECTORS AND EXECUTIVE OFFICERS
Common Stock Marlon L. Sanchez (2) 2,800,000 72.4% 72.4%
Chief Executive Officer, President, Direct
Secretary, Chief Financial Officer
and a Director
Common Stock All Directors and Executive Officers 2,800,000 72.4% 72.4%
as a Group (1 person) Direct
Amount and
Nature of Percentage of Percentage of
Title of Beneficial Class or All Voting
Series Name and Address of Beneficial Owner Ownership Series (1) Rights
------ ------------------------------------ --------- --------- ------
5% STOCKHOLDERS
Common Stock Marlon L. Sanchez (2) 2,800,000 72.4% 72.4%
Direct
Notes:
(1) Based on 3,886,000 of our Common Stock issued and outstanding as of June 4,
2013. Under Rule 13d-3, certain shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to
vote or the power to dispose of the shares). In addition, shares are deemed
to be beneficially owned by a person if the person has the right to acquire
the shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
June 4, 2013.
(2) The address for My Sanchez is 3960 Howard Hughes Parkway, Suite 500, Las
Vegas, NV 89169.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
We have no promoters or control persons required to be disclosed. Our
executive officers and directors and their ages and titles as of June 25, 2013
are as follows:
Name of Director Age Position
---------------- --- --------
Marlon L. Sanchez 40 Chief Executive Officer, President, Secretary,
Chief Financial Officer and a director
MARLON L. SANCHEZ was elected as a member of of the Board of Directors on
April 17, 2013. On April 18, 2013 he was appointed as Chief Executive Officer,
President, Secretary, Chief Financial Officer and a director of Introbuzz, Inc.
From 2002 to present, Mr. Sanchez has been a Partner in Sanchez Medical
Services, which provides comprehensive medical services to the Southern
California market. Mr. Sanchez's responsibilities include direct oversight of
administrative operations. Sanchez Medical Services also has a division
dedicated to the ever growing Medical Tourism Industry. Mr. Sanchez is the
primary spokesperson for the Medical Tourism Industry council in Tijuana,Mexico.
Mr. Sanchez is a graduate of San Diego State University with a degree in
Business Administration Marketing. Mr. Sanchez has not held directorship during
the past five years in any other publicly traded company.
TERM OF OFFICE
Members of our board of directors are appointed to hold office until the
next annual meeting of our stockholders or until his or her successor is elected
and qualified, or until he or she resigns or is removed in accordance with the
provisions of the Nevada Revised Statutes. Our officers are appointed by our
board of directors and hold office until removed by the board.
SIGNIFICANT EMPLOYEES
We have no significant employees, other than our executive officers.
NON-EMPLOYEE DIRECTORS
The Board members serve for the latter of a period of one year or until the
next annual meeting of Company's shareholders.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors or executive officers has been, during the past ten
years:
(i) involved in any bankruptcy petition filed by or against such person or
any business of which such person was a general partner or executive
officer, either at the time of the bankruptcy or within two years
prior to that time;
(ii) convicted of any criminal proceeding or subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(iii) subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities, futures,
commodities or banking activities;
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(iv) found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended, or
vacated;
(v) found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and
the judgment in such civil action or finding by the Commission has not
been subsequently reverse, suspended, or vacated;
(vi) subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, related to an alleged violation of
securities or commodities law or regulation; any law or regulation
respecting financial institutions or insurance companies; or any law
or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity; or
(vii) the subject of, or a party to, any sanction or order, not
subsequently reversed, suspending or vacated, of any self-regulatory
any registered entity of the Commodity Exchange Act or any equivalent
exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
DIRECTOR INDEPENDENCE
We have determined that our board of directors currently has no members who
qualify as "independent" as the term is used in Item 407 of Regulation S-K as
promulgated by the SEC and as that term is defined under NASDAQ Rule
4200(a)(15).
BOARD MEETINGS AND COMMITTEES, ANNUAL MEETING ATTENDANCE
Although we intend to establish an audit committee and compensation
committee, our board of directors has not adopted any committees to the board of
directors. Our board of directors held no formal meeting during the most
recently completed fiscal year. All other proceedings of the board of directors
were conducted by resolutions consented to in writing by all the directors and
filed with the minutes of the proceedings of the directors. Such resolutions
consented to in writing by the directors entitled to vote on that resolution at
a meeting of the directors are, according to the corporate laws of the State of
Nevada and our bylaws, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.
At each annual meeting of shareholders, directors will be elected by the
holders of common stock to succeed those directors whose terms are expiring.
Directors will be elected annually and will serve until successors are duly
elected and qualified or until a director's earlier death, resignation or
removal. Our bylaws provide that the authorized number of directors may be
changed by action of the majority of the board of directors or by a vote of the
shareholders of our Company. Vacancies in our board of directors may be filled
by a majority vote of the board of directors with such newly appointed director
to serve until the next annual meeting of shareholders, unless sooner removed or
replaced. We currently do not have a policy regarding the attendance of board
members at the annual meeting of shareholders.
CODE OF ETHICS
Given our limited operations, we have not adopted a Code of Ethics, that
applies to our officers, directors and employees in accordance with applicable
federal securities laws. We expect that our Board of Directors will adopt a Code
of Ethics in the near future.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our executive officers and
directors, and persons who own more than 10% of any publicly traded class of our
equity securities, to file reports of ownership and changes in ownership of our
equity securities with the SEC. Officers, directors, and greater than ten
percent stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms that they file.
Based solely on the reports received and on the representations of the
reporting persons, we believe that these persons have complied with all
applicable filing requirements of Section 16(a) of the Exchange Act during
fiscal 2012.
EXECUTIVE COMPENSATION
The table below summarizes the total compensation earned by or paid to our
principal executive officer, our principal financial officer and each of our two
other executive officers other than our principal executive officer and
principal financial officer for the fiscal year ended December 31, 2012.. The
amounts represented in the "Options Award" column reflect the stock compensation
expense recorded pursuant to the ASC Topic 718 and does not necessarily equate
to the income that will ultimately be realized by the named executive for such
awards.
SUMMARY COMPENSATION TABLES
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Kenneth Carter 2012 -- -- -- -- -- -- -- -0-
President,
Secretary,
CFO (1)
----------
(1) On April 17, 2013, the Board of Directors canceled 6,000,000 share of the
Company's restricted common stock previously issued in 2012 to Mr. Carter
as compensation were canceled following his resignation.
--------
Marlon L. Sanchez, our Chief Executive Officer, President, Secretary and
chief Financial Officer was granted Two Million Eight Hundred Thousand
(2,800,000) of the Company's common shares on April 17, 2013.
OUTSTANDING EQUITY AWARDS
There were no outstanding unexercised options, unvested stocks or equity
incentive plan awards held by any of our named executive officers and
significant employees, as of June 5, 2013.
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DIRECTOR COMPENSATION
The following table sets forth the compensation awarded to, earned by or
paid to the directors during the fiscal year ended December 31, 2012.
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Kenneth Carter -- -- -- -- -- -- -0-
We do not have a plan pursuant to which our directors are compensated and
directors currently do not receive cash compensation for their services on the
Board of Directors although they do receive stock as determined by the full
board of directors with each director abstaining from any such vote involving
himself or a member of his immediate family.
Our non-employee director is currently compensated with the issuance of
stock options, which generally become exercisable upon the date of grant, and
which generally expire on the earlier of ten years from the date of grant or up
to three years after the date that the optionee ceases to serve as a director.
Non-employee directors will be reimbursed for out-of-pocket expenses associated
with attending to our business.
EMPLOYMENT CONTRACTS
We have no employment contracts, termination of employment or
change-in-control arrangements with any of our executive officers or other
employees.
DESCRIPTION OF SECURITIES
The current authorized capital stock of our Company consists of Ten Million
(10,000,000) shares of Common Stock, par value $0.001. As of June 4, 2013,
3,886,000 shares of Common Stock were issued and outstanding. No Common Shares
have been issued since June 4, 2013. The following description is a summary of
the capital stock of our Company and contains the material terms of our voting
capital stock. Additional information can be found in our Certificate of
Incorporation and our Bylaws.
COMMON STOCK
On June 4, 2013 (the "Record Date"), there were 3,886,000 shares of Common
Stock issued and outstanding. Each share of Common Stock entitles the holder to
one (1) vote on each matter submitted to a vote of our stockholders, including
the election of Directors. There is no cumulative voting. The holders of our
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board. Common Stock holders have no
preemptive, conversion or other subscription rights. There are no redemption or
sinking fund provisions related to the Common Stock. In the event of
liquidation, dissolution or winding up of the Company, our Common Stock holders
are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock, if any,
then outstanding.
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OPTIONS
No options are outstanding as of the date of this Information Statement.
WARRANTS
No warrants are outstanding as of the date of this Information Statement.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION,
BYLAWS AND NEVADA LAW
AUTHORIZED AND UNISSUED STOCK
The authorized but unissued shares of our Common Stock are available for
future issuance without the approval of our stockholders. These additional
shares may be utilized for a variety of corporate purposes including but not
limited to future public or direct offerings to raise additional capital,
corporate acquisitions and employee incentive plans. The issuance of such shares
may also be used to deter a potential takeover of the Company that may otherwise
be beneficial to our stockholders by diluting the shares held by a potential
suitor or issuing shares to a stockholder that will vote in accordance with the
desires of the Board. A takeover may be beneficial to stockholders because,
among other reasons, a potential suitor may offer stockholders a premium for
their shares of stock compared to the then-existing market price.
NEVADA ANTI-TAKEOVER LAWS
Nevada Revised Statutes ("NRS") Sections 78.378 to 78.3793 provide state
regulation over the acquisition of a controlling interest in certain Nevada
corporations unless the articles of incorporation or bylaws of the corporation
provide that the provisions of these sections do not apply. Our Articles of
Incorporation and Bylaws do not state that these provisions do not apply.
The statute creates a number of restrictions on the ability of a person or
entity to acquire control of a Nevada company by setting down certain rules of
conduct and voting restrictions in any acquisition attempt, among other things.
The restrictions on the acquisition of controlling interests contained in NRS
Sections 78.378 to 78.3793 apply only to a Nevada corporation that:
(a) has 200 stockholders of record (at least 100 of whom have addresses in
the State of Nevada appearing on the stock ledgers of the
corporation); and
(b) does business in the State of Nevada, either directly or through an
affiliated corporation.
Currently, we do not have 200 stockholders of record, nor do we have 100
stockholders of record with addresses in the State of Nevada. Furthermore, we do
not conduct business in the State of Nevada and we do not intend to conduct
business in the State of Nevada in the near future. Accordingly, the
anti-takeover provisions contained in NRS Sections 78.378 to 78.3793 do not
apply to us, and are not likely to apply to us in the foreseeable future.
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TRANSFER AGENT AND REGISTRAR
Pacific Stock Transfer is the transfer agent and registrar of our Common
Stock. Their address is 4045 South Spencer Street, Suite 403, Las Vegas, NV
89119 and their telephone number is (702) 361-3033
INTEREST OF CERTAIN PERSONS IN OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or Director of the Company has any substantial interest in
the matters to be acted upon, other than his role as an officer or
Director of the Company.
(b) No Director in good standing with the Company has informed the Company
that he intends to oppose the actions to be taken by the Company as
set forth in this Information Statement.
ADDITIONAL INFORMATION
Additional information concerning Introbuzz, Inc., including its annual and
quarterly reports filed with the SEC, may be accessed through the SEC's EDGAR
archives at www.sec.gov.
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PROPOSAL 1 - FORWARD STOCK SPLIT OF THE COMPANY'S COMMON STOCK
The Company's Board proposes to effectuate a 75- for - 1 forward split of
the total issued and outstanding shares of Common Stock of the Company as
follows:
"There shall be a 75- for-1 Forward Split of the issued and outstanding shares
of Common Stock, such that each One (1) share of Common Stock, $0.001 par value,
issued and outstanding immediately prior to the effective date (the "Old Common
Stock") shall be recombined, reclassified and changed into Seventy-five shares
of the Company's Common Stock, $0.001 par value (the "New Common Stock")."
PURPOSE OF A FORWARD STOCK SPLIT OF THE COMPANY'S COMMON STOCK
There are various reasons for the proposed Forward Stock Split, the
foremost of which is to increase the the number of free-trading shares available
in the public marketplace with the resulting public awareness of the Company and
its products and services.
However, there is no assurance that the market price of the Common Stock
will return to its present price range from decrease in the price of our Common
Stock following the Forward Stock Split. A failure of the stock's trading price
to completely readjust of the Forward Stock Split would result in a reduction in
the market value of the Company's securities, but, on the other hand, it is
possible that the Forward Stock Split may result in an increased value of the
market value of the Company's Common Stock.
There can be no assurance that the total market capitalization of the
Common Stock after the proposed Forward Stock Split will be equal to the total
market capitalization before the proposed Forward Stock Split or that the market
price following the Forward Stock Split will either exceed or remain in excess
of the current market capitalization.
EFFECTS OF THE FORWARD STOCK SPLIT
Pursuant to the Forward Stock Split, each holder of shares of our Common
Stock (the "Old Common Stock") immediately prior to the effectiveness of the
Forward Stock Split will become the holder of more shares of our Common Stock
(the "New Common Stock") after consummation of the Forward Stock Split. Although
the Forward Stock Split, will not, by itself, impact our assets or properties,
the Forward Stock Split could result in a decrease in the aggregate market value
of our equity capital. The Forward Stock Split will affect all stockholders
equally and will not affect any stockholder's proportionate equity interest in
us. Following the Forward Stock Split, each share of New Common Stock will
entitle the holder thereof to one vote per share and will otherwise be identical
to one share of the Old Common Stock.
The number of shares of Common Stock issued and outstanding will be
increased to a number that will be equal to the number of shares of Common Stock
issued and outstanding immediately prior to the effectiveness of the Forward
Stock Split multiplied by 75. With the exception of the number of shares issued
and outstanding, the rights and preference of the shares of Common prior and
subsequent to the Forward Stock Split will remain the same. It is not
anticipated that our financial condition, the percentage ownership of
management, the number of our stockholders or any aspect of our business would
materially change as a result of the Forward Stock Split. Our Common Stock is
currently registered under Section 12(g) of the Exchange Act, and as a result,
we are subject to the periodic reporting and other requirements of the Exchange
Act. The Reverse Stock Split will not affect the registration of our Common
Stock under the Exchange Act as we will continue to be subject to the Exchange
Act's periodic reporting requirements.
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EFFECTIVENESS OF REVERSE STOCK SPLIT
The Forward Stock Split will be effected at a ratio of Seventy-five for One
(75-for-1). Commencing on the effective date of the Forward Stock Split, each
Old Common Stock certificate will be deemed for all corporate purposes to
evidence ownership of the increased number of shares of Common Stock resulting
from the Forward Stock Split.
The Forward Stock Split will be effected at the same time as the
effectiveness of the Change of Company Name, in Proposal 2, no less than 20 days
and no more than 25 days following mailing of this Information Statement.
PROCEDURE FOR IMPLEMENTING THE FORWARD STOCK SPLIT
Upon filing and effectiveness of the Certificate of Amendment with the
Secretary of State of the State of Nevada effecting the Forward Stock Split and
the Change of Name, the Forward Stock Stock shall occur without any further
action on the part of the Company or the holders of shares of our Common Stock
and whether or not certificates representing such holders' shares prior to the
Forward Stock Split are surrendered for cancellation. Stock certificates or
book-entries dated as of the date prior to the effective time of the Forward
Stock Split representing outstanding shares of Common Stock shall, immediately
after the effective time of the Forward Stock Split, represent a number of
shares equal to the same number of shares of Common Stock as is reflected on the
face of such certificates or book-entries, multiplied by seventy-five. We may,
but shall not be obliged to , issue new certificates evidencing the post-split
shares of Common Stock outstanding as a result of the Forward Stock Split if and
when either (i) the certificates evidencing the shares held by a holder prior to
the Forward Stock Split are delivered to the Company or our transfer agent or
(ii) the holder notifies us or our transfer agent that such certificates have
been lost, stolen or destroyed and executes an agreement satisfactory to us to
indemnify the Company from any loss incurred by is in connection with such
certificates. STOCKHOLDERS OF RECORD SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S)
AND SHOULD NOT SUBMIT ANY CERTFICATES UNTIL REQUESTED TO DO SO.
ACCOUNTING CONSEQUENCES
The par value per shares of our Common Stock will remain unchanged at
$0.001 per share after the Forward Stock Split. As a result, on the effective
date of the Forward Stock Split, the stated capital on our balance sheet
attributable to Common Stock will be increased proportionately and the
additional paid-in capital account will be decreased by the amount by which the
stated capital is increased. Per share net income or loss will be decreased
because there will be additional shares of our Common Stock outstanding. We do
not anticipate that nay other accounting consequences, including changes to the
amount of stock-based compensation expense, if any, to be recognized in any
period, will arise as a result of the Forward Stock Split.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board unanimously recommended a vote "FOR" the approval to effectuate
the Seventy-five (75) -for-One (1) Forward Stock Split.
NO VOTING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes with regard to the proposal to effectuate
the Forward Stock Split. A certain principal stockholder that has voted in favor
of this Proposal holds 72.4% of the total issued and outstanding shares of
voting stock and accordingly, this principal stockholder has sufficient shares
to approve the Proposal.
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PROPOSAL 2 - CHANGE OF NAME OF COMPANY
The Company's Board proposes to change of name of the Company from
Introbuzz, Inc. to Cynk Technology Corp.
PURPOSE OF THE CHANGE OF NAME
The Company believes that the new name will better differentiate the
Company from other companies engaged in the same business of Company, i.e., a
technology company whose primary business is providing relationship-building
tools and processes that help any business cultivate profitable relationships
with customers, all through web-based solutions.
POTENTIAL EFFECTS OF THE CHANGE OF NAME
The Company does not believe that there are any potential effects with
respect to the change of name other than the Company must obtain a new CUSIP
number from the CUSIP Service Bureau and a new trading symbol from Financial
Industry Regulatory Authority ("FINRA").
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board unanimously recommended a vote "FOR" the approval to effectuate a
change of name of the Company from Introbuzz, Inc. to Cynk Technology Corp.
EFFECTIVENESS OF CHANGE OF NAME
The Change of Name will be effected at the same time as the effectiveness
of the Forward Stock Split, in Proposal 1, no less than 20 days and no more than
25 days following mailing of this Information Statement.
NO VOTING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes with regard to the proposal to effectuate a
change of name. Certain principal stockholders that have voted in favor of this
Proposal hold 72.4% of the total issued and outstanding shares of voting stock
and accordingly, these principal stockholders have sufficient shares to approve
the Proposal.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one (1) Information Statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly
upon written or oral request a separate copy of the Information Statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
wishes to receive a separate copy of the Information Statement by sending a
written request to the Company at 3960 Howard Hughes Parkway, Suite 500, Las
Vegas, NV 89169; or by calling the Company at (800) 972-6017 and requesting a
copy of the Information Statement. (1)A security holder may utilize the same
address and telephone number to request either separate copies or a single copy
for a single address for all future Information Statements and annual reports.
By Order of the Board of Directors
/s/ Marlon L. Sanchez
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Marlon L. Sanchez, President
Las Vegas, Nevada
Dated: June 25, 2013
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