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
MY QUOTE ZONE, 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.
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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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|_| 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
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My Quote Zone, Inc.
4F Jia De Plaza, No. 118 Qing Chun Road, Hangzhou City,
Zhejiang Province, P.R. China 310000.
INFORMATION STATEMENT
(Dated September 11, 2007)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE "ACTIONS", DEFINED BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF
THE STOCKHOLDERS WHO OWN A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF
MY QUOTE ZONE, INC. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
GENERAL
This Information Statement is being furnished on or about the date first
set forth above to holders of record as of the close of business on August 31,
2007 (the "Record Date") of the common stock, at $0.001 par value per share
("Common Stock"), of My Quote Zone, Inc., a Nevada corporation ("we" or the
"Company"), in connection with the following (the "Actions"):
1. The amendment of our Articles of Incorporation to change the name of
our Company from My Quote Zone, Inc. to China 9D Construction Group; and
2. The amendment of the Articles of Incorporation to increase the number
of shares of Common Stock authorized to be issued from 70,000,000 shares
to 500,000,000 shares; and
3. Change the fiscal year end of out Company from September 30th to
December 31st; and
4. The election of our Company's board of directors.
Our board of directors has unanimously approved, and stockholders holding
an aggregate of 37,418,343 shares, representing 53.7% percent of the 69,676,792
shares of our Common Stock issued and outstanding as of the Record Date, have
consented in writing to, the Actions. Such approval and consent are sufficient
under Section 78.320 of the Nevada General Corporation Law and our By-Laws to
approve the Actions. The elimination of the need for a special or annual meeting
of stockholders to ratify or approve the Actions is authorized by Section
78.320, which provides that the written consent of stockholders holding at least
a majority of the voting power may be substituted for such a special or annual
meeting. In order to eliminate the costs and management time involved in holding
a special or annual meeting and in order to effect or ratify the Actions as
early as possible in order to accomplish the purposes of our Company as
hereafter described, the board of directors voted to utilize the written consent
of the stockholder holding a majority of the voting power of our Company. Our
board of directors does not intend to solicit any proxies or consents in
connection with the foregoing actions. Accordingly, the Actions will not be
submitted to our other stockholders for a vote and this Information Statement is
being furnished to stockholders solely to provide them with certain information
concerning the Actions in accordance with the requirements of Nevada law and the
Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder, including particularly Regulation 14C.
The address of our Company is Unit - 4F Jia De Plaza, No. 118 Qing Chun
Road, Hangzhou City, Zhejiang Province, P.R. China 310000 (Previous address:
6130 Elton Avenue, Las Vegas, NV 89107).
1. CORPORATE NAME AND FISCAL YEAR END CHANGE
Effective upon us filing a Certificate of Amendment to the Articles of
Incorporation with the Secretary of State of Nevada on the 21st day after the
mailing of this Information Statement (the "Effective Date") to all of the
holders of record of our Common Stock at the Record Date, we intend to change
our Company's name from "My Quote Zone, Inc." to "China 9D Construction Group"
and change our fiscal year end from September 30th to December 31st.
We believe that this name change and fiscal year end change is appropriate
to reflect our new business focus in the decorating and construction industry,
following our merger transaction on August 10, 2007, as previously reported in
our Report on Form 8-K filed with the Securities and Exchange Commission on
August 13, 2007, whereby a wholly-owned subsidiary of our Company merged with
and into China 9D Decoration Group Limited, a holding company for an
architectural, interior design, decoration and furnishing company in the
People's Republic of China (the "Merger Transaction").
2. INCREASE IN AUTHORIZED STOCK
Our current Articles of Incorporation, filed with the Secretary of State
of the State of Nevada on December 29, 2004, provide for an authorized
capitalization consisting of 70,000,000 shares of common stock, $.001 par value
per share. As a result of issuing additional shares of our Common Stock in
connection with the Merger Transaction consummated on August 10, 2007, a total
of 69,676,792 shares of our Common Stock was issued and outstanding as of the
Record Date.
At the Effective Date, we intend to increase the number of authorized
shares of Common Stock from 70,000,000 to 500,000,000. We believe that this
increase in the number of our presently authorized shares is appropriate and in
the best interests of our Company because it would gives us the flexibility to
issue equity in connection with any potential transactions, including an
extraordinary corporate transaction such as a merger or reorganization. Such
potential transaction could also involve, among other things, issuing shares of
our Common Stock in order to (i) raise capital to finance a potential
acquisition, (ii) issue shares of our Common Stock directly to a seller in a
potential acquisition, (iii) raise capital to refinance all or a portion of our
existing credit facility and/or (iv) raise capital to accelerate our drilling
program and provide general working capital. At this time, this increase in the
number of authorized shares of Common Stock is not specifically for any such
purpose. Such increase in the authorized shares is necessary in the event that
we wish to issue equity with respect to our officers, directors and employees in
the form of stock options or other equity incentive plans.
Since the number of authorized shares of our Common Stock will be
increased by 430,000,000 shares, the issuance in the future of such authorized
shares may have the effect of diluting the earnings per share and book value per
share, as well as the stock ownership and voting rights, of the currently
outstanding shares of our Common Stock.
Release No. 34-15230 of the staff of the Securities and Exchange
Commission (the "Commission") requires disclosure and discussion of the effects
of any stockholder proposal that may be used as an anti-takeover device.
However, the proposed increased in the number of shares of authorized Common
Stock is not the result of any such specific effort; rather, as indicated above,
the purpose of the increase in the number of shares of authorized Common Stock
is to provide our Company's management with the ability to issue shares for
future acquisition, financing and operational possibilities, and not to
construct or enable any anti-takeover defense or mechanism on behalf of our
Company. While it is possible that management could use the additional shares to
resist or frustrate a third-party transaction providing an above-market premium
that is favored by a majority of the independent stockholders, our Company has
no intent or plan to employ the additional unissued authorized shares as an
anti-takeover device. As a consequence, the increase in authorized Common Stock
2
may make it more difficult for, prevent or deter a third party from acquiring
control of our Company or changing its board of directors and management, as
well as inhibit fluctuations in the market price of our Company's shares that
could result from actual or rumored takeover attempts. Our Company currently has
no such provisions in any of its governing documents.
As summarized below, provisions of our Articles of Incorporation and
by-laws and applicable provisions of the Nevada Revised Statutes may have
anti-takeover effects, making it more difficult for or preventing a third party
from acquiring control of our Company or changing its board of directors and
management. These provisions may also have the effect of deterring hostile
takeovers or delaying changes in our Company's control or in its management.
Undesignated Preferred Stock. Our Articles of Incorporation authorize
issuance of shares of preferred stock with such designations, rights and
preferences as may be determined from time to time by our board of directors.
Our board of directors can also fix the number of shares constituting a series
of preferred stock, without any further vote or action by our Company's
stockholders. The issuance of undesignated preferred stock with voting,
conversion or other rights or preferences, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of (i) delaying or preventing a change in control, (ii) causing the
market price of our Company's Common Stock to decline or (iii) impairing the
voting power and other rights of the holders of our Company's Common Stock.
No Cumulative Voting. Our Company's Articles of Incorporation and bylaws
do not provide for cumulative voting in the election of directors. The
combination of the present ownership by a few stockholders of a significant
portion of our Company's issued and outstanding Common Stock and lack of
cumulative voting makes it more difficult for other stockholders to replace our
Company's board of directors or for another party to obtain control of our
Company by replacing its board of directors.
3. AMENDED ARTICLES OF INCORPORATION
We intend to file with the Secretary of State of Nevada its Certificate of
Amendment of Articles of Incorporation, in the form attached hereto as Exhibit
A, approximately 21 days after mailing the definitive form of this Information
Statement to our holders of record of Common Stock at the Record Date. The
Certificate of Amendment will provide for (i) our change of the name of our
Company to "China 9D Construction Group" and (ii) the increase in the amount of
authorized Common Stock, both as adopted by the consent of the majority of our
stockholders as of August 31, 2007.
4. ELECTION OF DIRECTORS
Newly Appointed Directors
At the Effective Date, the following individuals will become new directors
of our Company:
Name Age Position
---- --- --------
Zheng Ying 40 Chairman
Ying Luo 45 Director
Jingsong Li 39 Director
Song Cai 35 Director
Yufei Yu 34 Director
3
Set forth below is the business experience of the above new directors:
Zheng Ying, Chairman of the Board
Mr. Ying, age 40, graduated with a degree in Architecture from Tianjin
University in 1989. From 1989 to 2002, Mr. Ying worked in different real estate
construction companies and gained extensive experience related to the
architecture and home decoration industry. From April 2002 to October 2005, he
was the Chief Executive Officer of Tianjin Xinye Real Estate Developing Company
Limited. His responsibilities included business strategy development,
coordinating different department working task, in charge of many real estate
projects funding, construction, designing and market promotion. From November
2005 until August 2007, Mr. Ying served as Chief Executive Officer in Tianjin
Yufeng Investment Company, and he managed the development and operation of many
construction projects. During year 2005 and 2006, Mr. Ying also served as a
consultant to Tianjin Kong Harbor Logistics Company Limited. With more than 20
years in the field, Mr. Ying possesses experience in exterior and interior
decoration, research and development, management, international trade
negotiations and business relations.
Jingsong Li, Director
Jingsong Li, age 39, was graduated with a degree in Economics from Tianjin
University of Commerce in 1990. From 1997 to 2006, he took on several management
positions, ranging from inventory manager, logistics and planning manager, and
finally to the vice president of China Textile Imported and Exported Co., Ltd.
He was responsible for international business department operation, productivity
improvement and process optimization. From 2006 to the present, he has worked at
China US Bridge Capital Ltd. as an associate director and a financial advisor;
he manages client's merger and acquisition part operations.
Ying Luo, Director
Ying Luo, age 45, graduated with a B.A. in Economics from Zhejiang
University of Commerce in 1984. In 1997, she graduated with an M.A. in Economics
from Xiamen University. Since 2000, she has been a director of Finance and
Operations department in Zhejiang Huhangyong Highway Management Company. She is
responsible for developing system implementations of planning, location
sensitivity, physical inventories and forecasting.
Song Cai, Director
Song Cai, age 35, was graduated from Zhengjiang Institute of Technology in
2003. He is currently the vice president of Zhejiang 9D Decoration Company
Limited, and in charge of its home decoration technology division. Mr. Cai
joined our Company in 1998 and he has almost ten years experience and
outstanding achievement in the home exterior and interior decoration industry.
Yufei Yu, Director
YuFei Yu, age 34, joined Zhejiang 9D Decoration Company Limited - Wuxi
branch as a director of marketing department in 2000. Since August 2006, he has
served as the general manager of Zhejiang 9D Investment Developing Company
Limited. Mr. Yu planned, directed, managed and completed many different projects
and at the same time, ensured that our Company's objectives were accomplished.
4
No Legal Proceedings
None of the above persons nominated and elected to become directors: (i)
during the last five years has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); (ii) during the last
five years has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction; and (ii) was and is not, as a
result of any such proceeding, subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or a finding of any violation with respect
to such laws. None of the above persons nominated and elected to become
directors has, during the last five years, been a party to any bankruptcy
petition filed by or against any business of which any of them was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time.
Board of Directors: Compensation and Meetings
All directors hold office until the completion of their term of office,
which is not longer than one year, or until their successors have been elected,
or upon their earlier resignation or removal as provided in our Company's
by-laws.
No director receives any fee, salary or commission for service as a
director. In addition, no such arrangement is contemplated for the foreseeable
future. All directors may be reimbursed by our Company for any expenses incurred
in attending directors' meetings provided that our Company has the resources to
pay these fees. Our Company will consider applying for officers and directors
liability insurance at such time when it has the resources to do so.
Committees of the Board of Directors
Concurrent with having sufficient members and resources, our board of
directors will establish an audit committee and a compensation committee. The
audit committee will have a designated Audit Committee Financial Expert and be
responsible to review the results and scope of the audit and other services
provided by the independent auditors and review and evaluate the system of
internal controls. The compensation committee will manage the stock option plan
and review and recommend compensation arrangements for the officers.
No final determination has yet been made as to the memberships of these
committees or when we will have sufficient members to establish committees.
Certain Information concerning Executive Officers
Existing Management
The following table sets forth information regarding the executive
officers and existing director of our Company as of the Record Date:
Name Age Title
---- --- -----
Hui Ping Cheng (1) 43 President, Chief Executive Officer,
Chief Financial Officer and
Director
Zheng Ying (2) 40 Chief Executive Officer
Yanbin Wang (2) 37 Chief Financial Officer
Zhongzhi Yu (2) 35 Secretary
- ----------
(1) Hui Ping Cheng has resigned as an officer of our Company, effective
August 31, 2007, and as a director of our Company, effective as of the Effective
Date.
(2) Appointed as an office as of August 31, 2007, as reported in our
Current Report on Form 8-K filed with the Securities and Exchange Commission on
September 4, 2007.
5
Hui Ping Cheng, Director, President, Chief Executive Officer and
Chief Financial Officer
Ms. Cheng, born in April 1964, age 43, has been employed as a senior
accountant and accounting department director by Shenzhen Yi Zhi Pharmaceutical
Company Limited from September 1998 until April 2007, where she managed and
oversaw our Company's accounting department. She has been employed as the
director and President by Max Time Enterprise Limited from April 2007 until the
present.
Zheng Ying, Chief Executive Officer and Chairman of the Board
Mr. Ying, age 40, graduated his major in Architecture major from Tianjin
University in 1989. From 1989 to 2002, Mr. Ying worked in different real estate
construction companies and accumulated outstanding experience related to the
architecture and home decoration industry. From April 2002 to October 2005, he
became the Chief Executive Officer of Tianjin Xinye Real Estate Developing
Company Limited. He was responsible for our Company's business strategy
development, coordinating different departments working task, in charge of many
real estate projects funding, construction, designing and market promotion. From
November 2005 until August 2007, Mr. Ying served as Chief Executive Officer in
Tianjin Yufeng Investment Company, and he managed the development and operation
of many construction projects. During year 2005 and 2006, Mr. Ying also served
as a consultant to Tianjin Kong Harbor Logistics Company Limited.
With more than 20 years in the field, Mr. Ying possesses experiences in
building's exterior and interior decoration, research and development,
management, international trade negotiations discussion and business relations.
Yanbin Wang, Chief Financial Officer
Yanbin Wang, age 37, was graduated accounting major from Shandong
Industrial Technology College in 1992. In 2002, Mr. Wang got his master degree
in accounting from Beijing Technology and Business University. Mr. Wang is a
senior executive with extensive hands-on experience in financial planning,
accounting, business leadership and management. He worked in China Industrial
and Commercial Bank (Shandong Branch) from 1994 to 1999, accumulated excellent
experience related to bank's finance and developed communication network with
governments and logistics partnership with top valuable clients.
Mr. Wang joined China Potevio Group Co., Ltd since 2002 until August 2007. He
has been working with board of directors, banks and attorneys regarding our
Company's internal structure transformation. Responsibilities include financial
planning and analysis, business expansion and startups, crisis management,
transformation coordination, capital re-composition. He has directed many
Potevio Group's operational subsidiaries restructuring project: re-combined
different departments' capital resource; re-placed over 12000 employees in
different departments; coordinated works and negotiated with governments, banks,
creditors, investors and agents regarding the merger and acquisition of the
business; drove the operational planning and successful execution for new
departments.
6
Zhongzhi Yu, Secretary
Mr. Yu, age 35, was a manager in the marketing department in Guangdong Midea
Group Co., Ltd., from 1999 to 2001. He was responsible for setting up a sales
network, marketing and developing the northeast market in China. From 2002 to
2004, he served as a director of marketing department of Ningbo Boer Group Co.,
Ltd. Since 2004, Mr. Yu has been the Vice President of Beijing Huada Tianying
Environment Protection Technology Co., Ltd. He leaded operations and strategic
direction with full responsibility for bottom-line factors, including long-range
planning, business account management, merger and acquisition; cross-functional
management in financial department, marketing department and sales department.
No Legal Proceedings
None of the above executive officers or directors: (i) during the last
five years has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); (ii) during the last five years has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction; and (ii) was and is not, as a result of any such proceeding,
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or a finding of any violation with respect to such laws. None of the above
executive officers or directors has, during the last five years, been a party to
any bankruptcy petition filed by or against any business of which any of them
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time.
Executive Compensation.
The following table sets forth summary information concerning the
compensation received for services rendered to us during the last three fiscal
years by our officers and directors.
Summary Compensation Tables
---------------------------------
Annual Compensation
---------------------------------
Name and
Principal Other Annual Stock
Position Year Salary ($) Bonus ($) Compensation ($) Awards($)
- --------------------------------------------------------------------------------
Eduard Tabara
President (1) 2006 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
Mark Theis
Director (2) 2006 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
- --------------------------------------------------------------------------------
(1) Mr. Tabara resigned as officer of our Company as of July 23, 2007.
(2) Mr. Theis resigned as director of our Company as of July 23, 2007.
7
Long Term Compensation Table
---------------------------------
Long Term Compensation
---------------------------------
Awards Payouts
---------------------------------
Securities LTIP All Other
Name and Principal Restricted Stock Underlying Options/ Payouts Compensation
Position Year Award(s)($) SARs(#) ($) ($)
- ----------------------------------------------------------------------------------------------------
Eduard Tabara
President (1) 2006 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
Mark Theis
Director (2) 2006 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
- ----------------------------------------------------------------------------------------------------
(1) Mr. Tabara resigned as officer of our Company as of July 23, 2007.
(2) Mr. Theis resigned as director of our Company as of July 23, 2007.
Our Company currently does not have employment agreements with its
executive officers. The executive officer/director of our Company has agreed to
take no salary until our Company can generate enough revenues to support
salaries on a regular basis. The officer will not be compensated for services
previously provided. They will receive no accrued remuneration.
Certain Relationships and Related Transactions
Except as otherwise disclosed herein, there have not been any
transactions, or proposed transactions, during the last two years, to which our
Company was or is to be a party, in which any director or executive officer of
our Company, any nominee for election as a director, any security holder owning
beneficially more than five percent of the common stock of our Company, or any
member of the immediate family of the aforementioned persons had or is to have a
direct or indirect material interest.
Our principal stockholder, Max Time Enterprise Limited, which holds
approximately 34.27% of the outstanding shares of our Company's Common Stock, is
controlled by Hui Ping Cheng, our sole director and former President and Chief
Financial Officer.
Compliance with Section 16(a) of the Securities and Exchange Act of 1934
Section 16(a) of the Exchange Act, as amended, requires our executive
officers, directors and persons who beneficially own more than 10% of the
outstanding Common Stock to file reports of their beneficial ownership and
changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the
Commission. Executive officers, directors, and greater-than-ten percent holders
are required to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of such forms received, we believe that all filing
requirements applicable to its directors, executive officers and beneficial
owners of 10% or more of the common stock have been complied with.
8
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, our authorized capitalization consists of
70,000,000 shares of Common Stock, of which 69,676,792 shares were issued and
outstanding. Holders of Common Stock have equal rights to receive dividends
when, as and if declared by our board of directors, out of funds legally
available therefore. Holders of Common Stock have one vote for each share held
of record and do not have cumulative voting rights and are entitled, upon
liquidation of our Company, to share ratably in the net assets available for
distribution, subject to the rights, if any, of holders of any preferred stock
then outstanding. Shares of Common Stock are not redeemable and have no
preemptive or similar rights. All outstanding shares of Common Stock are fully
paid and nonassessable.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership of our common stock as of the
Record Date by each person known by us to be the beneficial owner of more than
5% of our outstanding common stock, our directors, and our executive officers
and directors as a group.
Stockholders No. of Shares Percentage
------------ ------------- ----------
Max Time Enterprise Limited - Hui Ping Cheng 23,879,996 34.27%
Guo-Hong Zhou 5,247,810 7.53%
Guo-Tuan Zhou 5,247,810 7.53%
All directors and named executive officers as a group 23,879,996 34.27%
This table is based upon information derived from our stock records.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, each of the stockholders named in this
table has sole or shared voting and investment power with respect to the shares
indicated as beneficially owned. The percentages listed in the "Percentage"
column are based upon 69,676,792 issued and outstanding shares of Common Stock
as of the Record Date.
Change In Control
On July 23, 2007, Max Time Enterprise Limited ("Purchaser") purchased from
stockholders of our Company an aggregate of 23,879,966 shares of our then
outstanding common stock for a total purchase price of $600,000 (the "Stock
Transaction"). The purchased shares constituted, in the aggregate, 70.5% of the
then issued and outstanding shares of our common stock, resulting in a change in
the controlling interest of our Company. The source of the funds with which
Purchaser purchased such shares was working capital.
Prior to the Stock Transaction, Mark Theis and the Metzger Family, as the
two largest selling stockholders of our Company, held 9,000,000 and 5,760,000
shares of our Company's Common Stock, respectively, representing collectively
43.6% of our issued and outstanding shares of Common Stock.
Despite Max Time Enterprise Limited's ownership interest being reduced to
approximately 34.27% of the outstanding shares of our Common Stock as a result
of the Merger Transaction completed August 10, 2007, Max Time Enterprise Limited
will continue to be a position to exert significant influence over the affairs
9
of our Company. Max Time Enterprise Limited is owned by Hui Ping Cheng, our sole
director and former President, Chief Executive Officer and Chief Financial
Officer, prior to her resignation from such offices on August 31, 2007.
Effective upon the close of business on the Effective Date, Ms Cheng shall also
resign from her position as a director of our Company.
By order of the board of directors,
Hui Ping Cheng
Chairman
September 11, 2007
10
Exhibit A
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MY QUOTE ZONE, INC.
* * * * * *
IT IS HEREBY CERTIFIED THAT:
FIRST: The name of the corporation is My Quote Zone, Inc. (hereinafter
called the "Corporation").
SECOND: Number of shares of Common Stock authorized to be issued is
70,000,000, at $0.001 par value.
THIRD: The Articles of Incorporation of the Corporation are hereby amended
by striking out Articles First and Third thereof in their entirety and
substituting in lieu of said Articles the following new Articles:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is China 9D Construction Group.
THIRD: Number of shares of Common Stock authorized to be issued is
500,000,000, at $0.001 par value."
FOURTH: The amendment of the Articles of Incorporation herein certified
has been duly adopted by the written consent of stockholders holding an
aggregate of 37,418,343 shares in the Corporation, representing a majority of
the voting power, in accordance with the provisions of Section 78.390 of the
Nevada Revised Statutes.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Articles of Incorporation to be signed by its duly authorized
officer this ___ day of _______ 2007.
By:
-------------------------
Name:
Title: Chief Executive Officer