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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
ZINGO, INC.
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(Name of Registrant as Specified in 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 O-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): 4. Proposed maximum aggregate value
of transaction:
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
O-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:
2. Form Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
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SCHEDULE 14C INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange Act
of 1934, as amended
ZINGO, INC.
420 N. Nellis Blvd., Suite A3-146
Las Vegas, Nevada
Telephone: (877) 779-4646
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to our shareholders on behalf of
our board of directors pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended, for the purpose of informing our shareholders
of an amendment to our Articles of Incorporation to authorize a new class of
10,000,000 shares of preferred stock, par value $.001 per share, and to
authorize the board of directors to issue one or more series of the preferred
stock with such designations, rights, preferences, limitations and/or
restrictions as it should determine by vote of a majority of such directors. The
Company currently has no commitments or plans for the issuance of any shares of
Preferred Stock. This Information Statement is being furnished to the
shareholders of record of our common stock, par value $.001 per share, on the
record date as determined by our board of directors to be the close of business
on February 17, 2006.
Our board of directors unanimously approved the amendment to our Articles of
Incorporation to authorize a new class of 10,000,000 shares of preferred stock.
Our Company thereafter received the written consent from a shareholder of our
Company holding a majority of the outstanding shares of our common stock on
January 23, 2006. Upon the expiration of the 20 day period required by Rule
14c-2 and in accordance with the provisions of the Private Corporations Law of
the State of Nevada, our Company intends to file a Certificate of Amendment to
our Articles of Incorporation to effect the amendment to authorize the new class
of preferred stock. The Certificate of Amendment will not be filed until at
least 20 days after we file the Information Statement with the Securities and
Exchange Commission and deliver the Information Statement to our shareholders of
record.
The proposed Certificate of Amendment, attached hereto as Appendix A, will
become effective when it has been accepted for filing by the Secretary of State
of the State of Nevada. We anticipate that our Company will file the Certificate
of Amendment 20 days after the Definitive Information Statement is first mailed
to our shareholders.
The entire cost of furnishing this Information Statement will be borne by our
Company. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this Information Statement to the beneficial
owners of our common stock held on the record date.
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Our board of directors has fixed the close of business on February 17, 2006, as
the record date for determining the holders of our common stock who are entitled
to receive this Information Statement. As of January 23, 2006, there were
115,000,000 shares of our common stock issued and outstanding. We anticipate
that this Information Statement will be mailed on or about February 20, 2006, to
our shareholders of record.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY, BUT RATHER AN
INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR ARTICLES OF
INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
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Except as disclosed elsewhere in this Information Statement, none of the
following persons have any substantial interest, direct or indirect, by security
holdings or otherwise in any matter to be acted upon:
1. any director or officer of our Company since January 1, 2005, being the
commencement of our last completed audited financial year;
2. any proposed nominee for election as a director of our Company; and
3. any associate or affiliate of any of the foregoing persons.
The shareholdings of our directors and officers are set forth below in the
section entitled "Principal Shareholders and Security Ownership of Management".
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
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As of the record date, there were 115,000,000 shares of common stock issued and
outstanding, with a par value of $.001 per share, in the capital of our Company.
Each share of our Company's common stock is entitled to one vote.
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The following table sets forth, as of January 23, 2006, certain information with
respect to the beneficial ownership of our common stock by each shareholder
known by us to be the beneficial owner of more than 5% of our common stock, as
well as by each of our current directors and executive officers. Each person has
sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.
<table>
<caption>
Amount and Nature of Percentage
Name and Address of Beneficial Owner Beneficial Ownership (1) of Class(1)
<s> <c> <c>
Hybrid Technologies, Inc. 80,000,000 shares 69.56%
5001 East Bonanza Drive
Suite 138-145
Las Vegas, NV 89110
Chen Wu 10,000,000 8.69%
#248, 811A Ryan Road
Richmond, B.C. V7A 2E4
Canada
Udaya Madanayake 10,000,000 8.69%
1532 Manning Avenue
Port Coquitlam, B.C. V3B 1K5
Canada
Directors and Executive Officers as a Group -0- -0-
</table>
(1) Based on 115,000,000 shares of common stock issued and outstanding as of
January 23, 2006. Beneficial ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with respect
to securities. Except as otherwise indicated, we believe that the beneficial
owners of the common stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable.
AMENDMENT TO OUR COMPANY'S ARTICLES
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The board of directors of the Company on January 20, 2006, adopted a resolution
unanimously approving and recommending to the Company's stockholders for their
approval an amendment to the Company's Certificate of Incorporation to authorize
a new class of 10,000,000 shares of preferred stock, par value $.001 per share,
and to authorize the board of directors to issue one or more series of the
preferred stock with such designations, rights, preferences, limitations and/or
restrictions as it should determine by vote of a majority of such directors. The
Company's Certificate of Incorporation currently only permits the Company to
issue shares of common stock, with limited authority to prescribe such other
classes or series of stock. This, the Company believes, has limited the
Company's flexibility in seeking additional working capital. The board of
directors has recommended that the Certificate of Incorporation be amended to
authorize a class of 10,000,000 shares of preferred stock and to allow the board
<page>
of directors of the Company the widest possible flexibility in setting the terms
of preferred stock that may be issued in the future. The Company will,
therefore, be afforded the greatest flexibility possible in seeking additional
financing, as the board of directors deems appropriate in the exercise of its
reasonable business judgment. The Company currently has no commitments or plans
for the issuance of any shares of preferred stock.
Under our Articles of Incorporation as amended by this amendment, the board of
directors will have the right, without further stockholder approval or action,
to issue up to 10,000,000 shares of preferred stock, having such rights and
preferences, including voting rights, as the board of directors may determine.
The ability of the Company to issue such shares of preferred stock may, under
certain circumstances, make it more difficult for a third party to gain control
of the Company (e.g., by means of a tender offer), prevent or substantially
delay such a change of control, discourage bids for the common stock at a
premium, or otherwise adversely affect the market price of the common stock.
Our Company obtained shareholder approval for the amendment to authorize a new
class of 10,000,000 shares of preferred stock, by written consent on January 23,
2006, from our majority shareholder holding 80,000,000, or 69.56%, of the issued
and outstanding shares of our common stock. The amendment authorizing the
preferred stock will not become effective until (i) at least 20 days after we
deliver the Information Statement to our shareholders of record, (ii) we file
the Information Statement with the Securities and Exchange Commission and (iii)
the Certificate of Amendment has been accepted for filing by the Secretary of
State of the State of Nevada.
DISSENTERS' RIGHTS
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Pursuant to the Private Corporations Law of the State of Nevada, shareholders of
our common stock are not entitled to dissenters' rights of appraisal with
respect to the authorization of the new class of preferred stock.
FINANCIAL AND OTHER INFORMATION
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For more detailed information on our Company, including financial statements,
you may refer to our Form 10-KSB and other periodic reports filed with the
Securities and Exchange Commission from time to time. Copies are available on
the Securities and Exchange Commission's EDGAR database located at www.sec.gov.
Pursuant to the requirements of the Securities Exchange Act of 1934, Zingo, Inc.
has duly caused this report to be signed by the undersigned hereunto authorized.
February 20, 2006.
ZINGO, INC.
By: /s/ Holly Roseberry
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Holly Roseberry
President and Director
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APPENDIX A
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
Important: Read attached instructions before completing form.
Certificate of Amendment to Articles of Incorporation
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For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: Zingo, Inc.
2. The articles have been amended as follows: (provide article numbers,
if available):
Article IV of the corporation's articles of incorporation is amended to
read in its entirety as follows:
Section 4.01. The total number of shares of stock which the
Corporation shall have authority to issue is Two Hundred Sixty Million
(260,000,000), of which Two Hundred Fifty Million (250,000,000) are
common stock, having a par value each of One-tenth of One Cent ($0.001)
per share, and Ten Million (10,000,000) are preferred stock, having a
par value each of One-tenth of One Cent ($0.001) per share.
Notwithstanding the foregoing these Articles hereby vest the
board of directors of the Corporation with such authority as may be
necessary to prescribe such classes, series and numbers of each class
or series of stock. In addition the board is hereby vested with such
authority as may be necessary to prescribe the voting powers,
designations, preferences, limitations, restrictions and relative
rights of each class or series of stock created. All classes of stock
may be issued form time to time without action by the Stockholders.
Authority is hereby expressly vested in the board of directors
of the Corporation, subject to the provisions of this Article IV and to
the limitations prescribed by law, to authorize the issue from time to
time of one or more series of preferred stock and with respect to each
such series to fix by resolution or resolutions adopted by the
affirmative vote of a majority of the whole board of directors
providing for the issue of such series, the voting powers, full or
limited, if any, of the shares of such series and the designations,
preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions thereof. The
authority of the board of directors with respect to each series shall
include, but not be limited to, the determination or fixing of the
following:
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(a) The number of shares constituting the series and the designation
of such series;
(b) The dividend rate on the shares of such series, the conditions and
dates upon which such dividends shall be payable, the relation which
such dividends shall bear to the dividends payable on any other class
or classes or series of the Corporation's capital stock, and whether
such dividends shall be cumulative or non-cumulative;
(c) Whether the shares of such series shall be subject to redemption by
the Corporation at the option of either the Corporation or the holder
or both or upon the happening of a specified event, and, if made
subject to any such redemption, the times or events, prices and other
terms and conditions of such redemption;
(d) The terms and amount of any sinking fund provided for the purchase
or redemption of the shares of such series;
(e) Whether or not the shares of such series shall be convertible into,
or exchangeable for, at the option of either the holder or the
Corporation or upon the happening of a specified event, shares of any
other class or classes or any other series of the same or any other
class or classes of the Corporation's capital stock, and, if provision
be made for conversion or exchange, the times or events, prices, rates,
adjustments, and other terms and conditions of such conversions or
exchanges;
(f) The restrictions, if any, on the issue or reissue of any additional
preferred stock;
(g) The rights of the holders of the shares of such series upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(h) The provisions as to voting, optional and/or other special rights
and preferences, if any.
Dividends on outstanding shares of preferred stock shall be paid or declared and
set apart for payment before any dividends shall be paid or declared and set
apart for payment on the common stock with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, the assets available for distribution to holders of shares of
preferred stock of all series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of preferred stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.
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Section 4.02. No Preemptive Rights. Unless otherwise determined by the board of
directors, holders of the stock of the Corporation shall not have any
preference, preemptive right, or right of subscription to acquire any shares of
the Corporation authorized, issued or sold, or to be authorized, issued or sold,
and convertible into shares of the Corporation, nor to any right of subscription
thereto.
Section 4.03. Non-Assessability of Shares. The shares of the Corporation, after
the amount of the subscription price has been paid, in money, property or
services, as the directors shall determine, shall not be subject to assessment
to pay the debts of the Corporation, nor for any other purpose, and no Stock
issued as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favour of the amendment is: _____%
4. Effective date of filing (optional):
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(must not be later than 90 days after the
certificate is filed)
5. Officer Signature (required):
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
SUBMIT IN DUPLICATE
This form must be accompanied by appropriate fees. See attached fee schedule.