SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Information Statement
Cal Bay International, Inc.
(Name Of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing 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
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. Amount Previously Paid:
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Cal Bay International, Inc.
2111 Palomar Airport Road, Suite 100, Carlsbad, CA 92009
INFORMATION STATEMENT
December __, 2005
This Information Statement is being furnished to stockholders of Cal Bay
International, Inc. , a Nevada corporation (the "Company"), to advise them of
corporate action taken without a meeting by written consent of a majority of
stockholders to amend the Certificate of Incorporation of the Company to
reclassify its share structure as follows:
Summary of Amendment of the Certificate of Incorporation:
A. Reclassification of shares:
Shareholders with shares prior to the effective date shall automatically and
without any action on the part of the record holder thereof be reclassified
as and changed into one (1) new share for each (25) old shares.
For example: If you owned one thousand (1,000) shares prior to the effective
date; those 1000 shares would automatically and without any action on the
part of the record holder be changed into forty (40) new shares.
B. Companys reason for Reclassification:
The Company currently has no plan for any type of offering of its common
shares. The reclassification of share structure was done in order that the
Company has a better chance for its stock to be listed on an Exchange such as
NASDAQ or the AMEX.
C. Issued and Outstanding Common shares prior to the reclassification was:
51,946,173 shares.
Issued and Outstanding Common shares after the reclassification was:
2,077,847 shares.
D. The authorized number of common shares was 500,000,000 prior to the
reclassification and was not changed subsequent to the reclassification.
Details of Amendment of the Certificate of Incorporation:
1. The Reclassifications of Shares Simultaneously, with the effective date of
the amendment (the Effective Date), each share of the companys common Stock,
no par value $0.001 per share, issued and outstanding immediately prior to the
Effective Date (the Old Common Stock) shall automatically and without any
action on the part of the record holder thereof be reclassified as and changed
into one (1) new share for each twenty five (25) old shares (the New
Common Stock), subject to the treatment of fractional share interests as
described below. Each record holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding shares of Old
Common Stock (the Old Certificates, whether one or more) shall be entitled to
receive upon surrender of such Old Certificates to the Companys Exchange Agent
for cancellation, a certificate or certificates (the New Certificates, whether
one or more) representing the number of whole shares of the New common Stock
into which and for which the shares of the Old common Stock formerly represented
by such Old Certificates so surrendered,are reclassified under the terms hereof.
From and after the Effective Date, Old Certificates shall represent only the
right to receive new Certificates pursuant to the provisions hereof. One full
share representing each fractional share interest in New Common Stock will be
issued by the Company. A record holder of Old Certificates shall receive,in lieu
of any fraction of a share of New Common Stock to which the record holder would
otherwise be entitled, one full share. If more than one Old Certificate shall be
surrendered at one time for the account of the same record stockholder, the
number of full shares of New Common Stock for which new Certificates shall be
issued shall be computed on the basis of the aggregate number of shares
represented by the Old Certificates so surrendered. In the event that the
Companys Exchange Agent determines that a record holder of Old Certificates has
not tendered all of his certificates for exchange, the Exchange Agent shall
carry forward any fractional share until all certificates of that record holder
have been presented for exchange such that issuance for fractional shares to any
one person shall be one additional share for each fractional share. If any new
Certificate is to be issued in the name other that in which the Old Certificates
surrendered for exchange are issued, the Old Certificates so surrendered shall
be properly endorsed and otherwise in proper form for the transfer, and the
person or persons requesting such exchange shall affix any requisite stock
transfer tax stamps to the Old Certificate surrendered, or provide funds for
their purchase, or establish to the satisfaction of the Exchange Agent that
such taxes are not payable. From and after the Effective Date the amount which
the shares of the Old common Stock are reclassified under the terms hereof shall
be the same as the amount of capital represented by the shares of Old Common
Stock so reclassified, until thereafter reduced or increased in accordance
with applicable law.
2. Authorized Capital prior to reclassification. The total number of shares
which the Corporation was authorized to issue prior to the reclassification
effected in section 1 above was 200,000,000 shares of common stock having a
par value of $0.001 per share and 50,000,000 Class A Preferred Shares having a
par value of $0.001 per share with 50-1 voting rights over the common stock and
50-1 conversion rights to common stock. And 500,000,000 shares of Class B
preferred Stock having a par value of $0.001 per share with 1-1 voting rights
over the common stock and with 1-1 conversion rights to common stock. The
Preferred shares are convertible to common stock with the approval of the Board
of Directors.
3. Authorized Capital After reclassification. The total number of shares
which the Corporation is authorized to issue in section 2 above is 200,000,000
shares of common stock having a par value of $0.001 per share and 50,000,000 of
Class A Preferred Shares having a par value of $0.001 per share with 50-1 voting
rights over the common stock and 50-1 conversion rights to common stock. And
500,000,000 shares of Class B preferred Stock having a par value of $0.001 per
share with 1-1 voting rights over the common stock and with 1-1 conversion
rights to common stock. The Preferred shares are convertible to common stock
with the approval of the Board of Directors.
A copy of the Certificate of Amendment to the Certificate of
Incorporation of the Company is attached to this Information Statement as
Exhibit A.
On November 23, 2005, there were 51,946,173 shares of our common stock
issued and outstanding, and 15,000,000 shares of Preferred A stock, and
132,073,335 shares of Preferred B Stock issued and outstanding.
The Amendment to the Certificate of Incorporation of the Company requires the
affirmative vote of a majority of the outstanding shares of our common stock.
The Board of Directors of the Company, by written consent on November
23, 2005 has approved, and stockholders holding an aggregate of 762,176,653
(approximately 82%) of our outstanding common shares on November 21, 2005,
have consented in writing to amend the Certificate of Incorporation of the
Company. Accordingly, all corporate action necessary to authorize the amendment
has been taken. In accordance with the regulations under the Securities Exchange
Act of 1934, the amendment to the Certificate of Incorporation of the Company
will not become effective until at least 10 days after we have mailed this
Information Statement to our stockholders. Promptly following the expiration of
this 10-day period, we intend to effect the amendment to our Certificate of
Incorporation. The change in our authorized capitalization will become effective
at the time of filing the Certificate of Amendment.
Our executive offices are located at 2111 Palomar Airport Road,
Suite 100, Carlsbad, CA 92009.
PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. 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 or given to the holders
of our outstanding common stock, our only class of voting securities
outstanding, on or about __, 2005.
1
FREQUENTLY ASKED QUESTIONS
The following questions and answers are intended to respond to frequently
asked questions concerning the actions approved by our board of directors and a
majority of the persons entitled to vote. These questions do not, and are not
intended to, address all the questions that may be important to you. You should
carefully read the entire Information Statement, as well as its appendices and
the documents incorporated by reference in this Information Statement.
Q: WHY ARENT WE HOLDING A MEETING OF STOCKHOLDERS?
A: The board of directors has already approved the Amendment to our
Certificate of Incorporation and has received the written consent of a majority
of the voting interests entitled to vote on such actions. Under the Nevada
General Corporation Act these actions may be approved by the written consent of
a majority of the voting interests entitled to vote. Since we have already
received written consents representing the necessary number of votes, a meeting
is not necessary and represents a substantial and avoidable expense.
Q: WHAT ARE THE PURPOSES OF THE AMENDMENT?
A: The purposes of the Amendment is to authorize a reclassification of our
share structure to one (1) new share for each twenty five (25) old
shares (the New Common Stock).
Q: HOW WILL THE AMENDMENT AFFECT THE OFFICERS, DIRECTORS AND EMPLOYEES OF THE
COMPANY?
A: The officers, directors and employees of the Company will continue in the
same capacities after the Amendment as before the Amendment.
Q: CAN I REQUIRE YOU TO PURCHASE MY STOCK?
A: No. Under the Nevada General Corporation Act, you are not entitled to
appraisal and purchase of your stock as a result of the Amendment.
Q: WHO WILL PAY THE COSTS OF RECAPITALIZATION?
We will pay all of the costs of the Amendment, including distributing this
Information Statement. We may also pay brokerage firms and other custodians for
their reasonable expenses for forwarding information materials to the beneficial
owners of our common stock. We do not anticipate contracting for other services
in connection with the Amendment.
2
RECLASSIFICATION OF COMMON STOCK
The Board believes that reclassification of its common stock is
desirable in order to provide the Company with a greater degree of flexibility
to issue shares of common stock, without the expense and delay of a special
stockholders meeting, in connection with possible future stock dividends or
stock splits, equity financings, future opportunities for expanding the business
through investments or acquisitions, management incentive and employee benefit
plans and for other general corporate purposes.
Authorized but unissued shares of common stock may be issued at such
times, for such purposes and for such consideration as the Board of Directors
may determine to be appropriate without further authority from the Companys
stockholders, except as otherwise required by applicable law or stock exchange
policies.
We believe the Reclassification is beneficial to us in that
it will better enable us to raise capital through future sales of our equity
securities, engage in acquisition transactions and provide compensation for
certain types of services rendered.
3
EFFECTIVE DATE OF AMENDMENT
The amendment will become effective upon the filing of the amendment to
our Certificate of Incorporation with the Nevada Secretary of State. The
amendment to the Certificate of Incorporation of the Company will not be filed
until at least 20 days after we have mailed this Information Statement to our
stockholders. Promptly following the expiration of this 20-day period, we intend
to effect the amendment to our Certificate of Incorporation. The increase in our
authorized capitalization will become effective at the time of filing the
Certificate of Amendment.
NO DISSENTERS RIGHTS
Holders of our voting securities are not entitled to dissenters rights
with respect to the amendment to our Certificate of Incorporation.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
our common stock as of November 21, 2005. The information in this table provides
the ownership information for:
o each person known by us to be the beneficial owner of more than 5%
of our common stock;
o each of our directors;
o each of our executive officers; and
o our executive officers, directors and director nominees as a group.
The percentages in the table have been calculated on the basis of
treating as outstanding for a particular person, all shares of our common stock
outstanding on such date and all shares of our common stock issuable to such
holder in the event of exercise of outstanding options, warrants, rights or
conversion privileges owned by such person at said date which are exercisable
within 60 days of such date. Except as otherwise indicated, the persons listed
below have sole voting and investment power with respect to all shares of our
common stock owned by them, except to the extent such power may be shared with a
spouse.
4
- ------------------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name of Beneficial Owner Title of Class Beneficially Owned Outstanding(1)
- ------------------------------------------------------------------------------------------------------------------
Roger Pawson Common Stock, $.001 par value 12,176,653 23%
- ------------------------------------------------------------------------------------------------------------------
Stephanie Burruss Common Stock, $.001 par value 5,000,000 10%
- ------------------------------------------------------------------------------------------------------------------
George Hill Common Stock, $.001 par value 4,000,000 8%
- ------------------------------------------------------------------------------------------------------------------
All Executive Officers and Common Stock, $.001 par value 12,176,653 23%
Directors as a Group (1
person)
- ------------------------------------------------------------------------------------------------------------------
(1) The percentages computed in this column of the table are based upon
51,946,176 shares of common stock issued and outstanding on November
21, 2005
The following table sets forth information regarding the beneficial ownership of
our Preferred A Stock as of November 21, 2005.
- ------------------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name of Beneficial Owner Title of Class Beneficially Owned Outstanding(2)
- ------------------------------------------------------------------------------------------------------------------
Roger Pawson Preferred A Stock, $.001 par value 15,000,000 100%
- ------------------------------------------------------------------------------------------------------------------
All Executive Officers and Common Stock, $.001 par value 15,000,000 100%
Directors as a Group (1
person)
- ------------------------------------------------------------------------------------------------------------------
(2) The percentages computed in this column of the table are based upon
15,000,000 shares of Preferred A stock issued and outstanding on November
21, 2005
The following table sets forth information regarding the beneficial ownership of
our Preferred B Stock as of November 21, 2005.
- ------------------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name of Beneficial Owner Title of Class Beneficially Owned Outstanding(3)
- ------------------------------------------------------------------------------------------------------------------
Ararat LLC Preferred B Stock, $.001 par value 74,140,000 56%
- ------------------------------------------------------------------------------------------------------------------
Kaetlin Dome Preferred B Stock, $.001 par value 14,000,000 10.6%
- ------------------------------------------------------------------------------------------------------------------
Gateway Venture Holdings Preferred B Stock, $.001 par value 34,800,000 26%
- ------------------------------------------------------------------------------------------------------------------
All Executive Officers and Common Stock, $.001 par value 0 0%
Directors as a Group (1
person)
- ------------------------------------------------------------------------------------------------------------------
(2) The percentages computed in this column of the table are based upon
132,073,335 shares of Preferred A stock issued and outstanding on November
21, 2005
5
The address of all of the foregoing parties is c/o of our company at 2111
Palomar Airport Road, Suite 100, Carlsbad, CA 92009.
Where You Can Find More Information
We are required to comply with the reporting requirements of the
Securities Exchange Act. For further information about us, you
may refer to:
o our Annual Report on Form 10-KSB for the year ended December 31,
2004;
o our Quarterly Reports on Form 10-QSB for the quarters ended March 31,
2005, June 30, 2005 and September 30, 2005.
You can review these filings at the public reference facility
maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC 0330 for further
information on the public reference room. These filings are also available
electronically on the World Wide Web at http://www.sec.gov.
December ___, 2005 By the Order of the Board of Directors
Roger Pawson, Chairman of the Board
6
EXHIBIT A
AMENDMENT OF CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CAL- BAY INTERNATIONAL, INC.
(Pursuant to Sections 78-385 and 78.390 of The Nevada Revised Statutes)
The undersigned, Roger Pawson, President of CAL-BAY INTERNATIONAL, INC
(the Company) existing under the laws of the state of Nevada does hereby
certify that:
1. The Certificate of Incorporation of the Company is hereby
amended pursuant to Sections 78-385 and 78.390 of the Nevada Revised Statutes
in Articles set forth thereof by the addition of the following provisions:
4.1 The Reclassifications of Shares Simultaneously, with the effective date of
this amendment (the Effective Date), each share of the Companys common Stock,
no par value $0.001 per share, issued and outstanding immediately prior to the
Effective Date (the Old Common Stock) shall automatically and without any
action on the part of the record holder thereof be reclassified as and changed
into one (1) new share for each one-twenty fifth (1/25) old shares (the New
Common Stock), subject to the treatment of fractional share interests as
described below. Each record holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding shares of Old
Common Stock (the Old Certificates, whether one or more) shall be entitled to
receive upon surrender of such Old Certificates to the Companys Exchange Agent
for cancellation, a certificate or certificates (the New Certificates, whether
one or more) representing the number of whole shares of the New common Stock
into which and for which the shares of the Old common Stock formerly represented
by such Old Certificates so surrendered,are reclassified under the terms hereof.
From and after the Effective Date, Old Certificates shall represent only the
right to receive new Certificates pursuant to the provisions hereof. One full
share representing each fractional share interest in New Common Stock will be
issued by the Company. A record holder of Old Certificates shall receive,in lieu
of any fraction of a share of New Common Stock to which the record holder would
otherwise be entitled, one full share. If more than one Old Certificate shall be
surrendered at one time for the account of the same record stockholder, the
number of full shares of New Common Stock for which new Certificates shall be
issued shall be computed on the basis of the aggregate number of shares
represented by the Old Certificates so surrendered. In the event that the
Companys Exchange Agent determines that a record holder of Old Certificates has
not tendered all of his certificates for exchange, the Exchange Agent shall
carry forward any fractional share until all certificates of that record holder
have been presented for exchange such that issuance for fractional shares to any
one person shall be one additional share for each fractional share. If any new
Certificate is to be issued in the name other that in which the Old Certificates
surrendered for exchange are issued, the Old Certificates so surrendered shall
be properly endorsed and otherwise in proper form for the transfer, and the
person or persons requesting such exchange shall affix any requisite stock
transfer tax stamps to the Old Certificate surrendered, or provide funds for
their purchase, or establish to the satisfaction of the Exchange Agent that
such taxes are not payable. From and after the Effective Date the amount which
the shares of the Old common Stock are reclassified under the terms hereof shall
be the same as the amount of capital represented by the shares of Old Common
Stock so reclassified, until thereafter reduced or increased in accordance
with applicable law.
4.2 Authorized Capital prior to reclassification. The total number of shares
which the Corporation was authorized to issue prior to the reclassification
effected in section 4.1 above was 200,000,000 shares of common stock having a
par value of $0.001 per share and 50,000,000 Class A Preferred Shares having a
par value of $0.001 per share with 50-1 voting rights over the common stock and
50-1 conversion rights to common stock. And 500,000,000 shares of Class B
preferred Stock having a par value of $0.001 per share with 1-1 voting rights
over the common stock and with 1-1 conversion rights to common stock. The
Preferred shares are convertible to common stock with the approval of the Board
of Directors.
4.3 Authorized Capital After reclassification. The total number of shares
which he Corporation is authorized to issue in section 4.2 above is 200,000,000
shares of common stock having a par value of $0.001 per share and 50,000,000 of
Class A Preferred Shares having a par value of $0.001 per share with 50-1 voting
rights over the common stock and 50-1 conversion rights to common stock. And
500,000,000 shares of Class B preferred Stock having a par value of $0.001 per
share with 1-1 voting rights over the common stock and with 1-1 conversion
rights to common stock. The Preferred shares are convertible to common stock
with the approval of the Board of Directors.
The foregoing amendment to the Articles of Incorporation was authorized by the
Board of Directors and duly adopted by consent action by the holders of Eighty
Four Percent (84%) of the Companys outstanding stock entitled to vote thereon
in accordance with the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
this 21st day of November 2005, and DO HEREBY CERTIFY, that the facts stated
in this Certificate of Amendment are true and correct.
By: S\ Roger Pawson\
-----------------------------------------
Roger Pawson, President and Director
Cal Bay International, Inc.
A-1