UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------
ECHELON ACQUISITION CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 000-50977 Not applicable
-------- --------- --------------
(State or other jurisdiction (Commission file (I.R.S. Employer
of incorporation) number) Identification No.)
492 ANDREW AVENUE
ENCINITAS, CALIFORNIA 92024
(760) 436-4727
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT)
-------------------
WANG HUI
PRESIDENT
492 ANDREW AVENUE
ENCINITAS, CALIFORNIA 92024
(760) 436-4727
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF REGISTRANT)
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COMMON STOCK, $.001 PAR VALUE
(TITLE AND CLASS OF SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT)
January 19, 2006
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
ECHELON ACQUISITION CORP.
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about January 19,
2006 to the holders of shares of common stock, par value $0.001 (the "Common
Stock") of Echelon Acquisition Corp., a Delaware corporation (the "Company"),
as of January 19, 2006. You are receiving this Information Statement in
connection with the possible election of one person designated by the majority
of the Company's stockholders to fill all of the seats on the Company's Board
of Directors (the "Board").
On January 17, 2006, William Tay, the sole shareholder of the Company
entered into an Agreement with Coast To Coast Financial International, Inc., a
US Virgin Islands Corporation, who then entered into an Agreement on January
19, 2006 with Wang Hui, which results in a restructuring of the Company's
management, Board of Directors, and ownership.
Pursuant to the terms of the Agreement, Mr. Tay sold 11,500,000 shares
of the Company, representing at that time 98.7% of the outstanding common stock
to Coast To Coast Financial International, Inc. for US$45,000 cash. On January
19, 2006, Coast To Coast Financial International, Inc. sold 11,065,600 shares
of the Company to Wang Hui. As consideration for the purchase of the shares,
Wang Hui paid the sum of US$180,000 cash.
On January 17, 2006, in accordance with the agreements, the Board of
Directors received a letter of resignation from its sole Board member, Mr. Tay,
which is effective upon the appointment of a new Board of Directors. Pursuant
to the Agreement, Mr. Tay appointed B. Chris Schwartz as the sole director of
the Company who on January 19, 2006 appointed Wang Hui as the sole director of
the Company and B. Chris Schwartz resigned as a director. Wang Hui will not
take office until at least ten days after this Information Statement is mailed
or delivered to all Company shareholders in compliance with Section 14(F) of
the Securities Exchange Act of 1934 and Rule 14F-1 thereunder.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION
VOTING SECURITIES OF THE COMPANY
On January 19, 2006, there were 11,648,000 shares of Common Stock issued
and outstanding. Each share of Common Stock entitles the holder thereof to one
vote on each matter that may come before a meeting of the stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 19, 2006, certain
information with respect to the Company's equity securities owned of record or
beneficially by (i) each officer and director of the Company; (ii) each person
who owns beneficially more than 5% of each class of the Company's outstanding
equity securities; and (iii) all directors and executive officers as a group.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
- -------------- --------------------- -------------------- -----------
Common Stock Wang Hui 11,065,600 95.0%
2-103/105 World Trade
Mission, No. 16B
Dongsanhaunzhong Rd.,
Chaoyang District,
Beijing 100022 China
Common Stock All Officers and
Directors as a Group
(1 person) 11,065,600 95.0%
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- ----------------------
NOTES:
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting investment power
or has the power to acquire such beneficial ownership within 60 days.
(2) Based upon 11,648,000 shares of common stock outstanding on January 19,
2006.
CHANGES IN CONTROL
On January 17, 2006, Coast To Coast Financial International, Inc., a US
Virgin Islands Corporation, acquired 11,500,000 restricted common shares of
Echelon Acquisition Corp. from William Tay in a private purchase transaction.
On January 19, 2006, Wang Hui acquired the 11,065,600 shares from Coast To
Coast Financial International, Inc. in a private purchase transaction. Wang
Hui became the "control person" of the Registrant as that term is defined in
the Securities Act of 1933, as amended. Simultaneously with this transaction,
the Board of Directors of Echelon Acquisition Corp. nominated Wang Hui to the
Board of Directors and all former officers and directors resigned. Wang Hui was
then named President, Secretary and Treasurer of Echelon Acquisition Corp.
Prior to the sales, the Company had 11,648,000 shares of common stock
outstanding.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current and
incoming directors and executive officers of the Company, the principal offices
and positions with the Company held by each person and the date such person
became a director or executive officer of the Company. The executive officers
of the Company are elected annually by the Board of Directors. The directors
serve one year terms until their successors are elected. The executive
officers serve terms of one year or until their death, resignation or removal
by the Board of Directors. Unless described below, there are no family
relationships among any of the directors and officers.
NAME AGE POSITION(S) HELD
- -------- --- -----------------------------------------------
Wang Hui 40 President, Secretary, Treasurer and Director
WANG HUI'S BUSINESS EXPERIENCE FOR THE LAST 5 YEARS
Form 1999 to 2006, Wang Hui worked in China as a management person to help
her clients to promote their Chinese markets.
TERM OF OFFICE
Our Directors are appointed for a one-year term to hold office until the
next annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. 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 the officers and directors
described above.
LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
The Company is not aware of any legal proceedings in which the Purchaser,
any director, officer, or any owner of record or beneficial owner of more than
five percent of any class of voting securities of the Company, or any affiliate
of the Purchaser, or of any such director, officer, affiliate of the Company,
or security holder, is a party adverse to the Company or has a material
interest adverse to the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, none of the officers, directors or
stockholders of the Company was delinquent in any necessary filings under
Section 16(a).
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS AND DIRECTORS
The Company currently does not pay any cash salaries to any officers or
directors.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal year ended December 31,
2005. Other than as set forth herein, no executive officer's salary and bonus
exceeded $100,000 in any of the applicable years. The following information
includes the dollar value of base salaries, bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred.
SUMMARY COMPENSATION TABLE
Annual Paid Compensation Long Term Compensation
------------------------- ------------------------
Awards Payouts
--------------------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING LTIP OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
YEAR ($) ($) ($) ($) SARS (#) ($) ($)
NAME AND
PRINCIPAL
POSITION
- -----------------------------------------------------------------------------------------------------------------------------
William Tay 2005 -0- -0- -0- -0- -0- -0- -0-
(President, (12/31)
Treasurer,
Secretary)
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME GRANTED (#) YEAR ($/SH) EXPIRATION DATE
- --------------------------------------------------------------------------------------------------------------------------
William Tay None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of Unexercised In
Number of Unexercised The-Money Option/SARs
Shares Acquired Securities Underlying At FY-End ($)
On Value Options/SARs At Fy-End (#) Exercisable/Unexercisable
Name Exercise (#) Realized ($) Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------------------------------
William Tay N/A N/A None N/A
STOCK OPTIONS/SAR GRANTS
No grants of stock options or stock appreciation rights were made during
the fiscal year ended December 31, 2005 to our named executive officers or any
other parties.
LONG-TERM INCENTIVE PLANS
There are no arrangements or plans in which we provide pension, retirement
or similar benefits for directors or executive officers, except that our
directors and executive officers may receive stock options at the discretion of
our board of directors. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at
the discretion of our board of directors.
COMPENSATION OF DIRECTORS
No cash compensation was paid to our sole director for his services as a
director during the fiscal year ended December 31, 2005 We have no standard
arrangement pursuant to which our directors are to be compensated for their
services in their capacity as directors except; for the granting, from time to
time, of incentive stock options. The board of directors may award special
remuneration to any director undertaking any special services on behalf of our
company, other than services ordinarily required of a director. Other than
indicated below, no director received and/or accrued any compensation for his
services as a director, including committee participation and/or special
assignments.
EQUITY COMPENSATION PLAN
We do not have any securities authorized for issuance under any equity
compensation plans.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL
We have no plans or arrangements in respect of remuneration received or
that may be received by our executive officers to compensate such officers in
the event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control, where the value of such compensation exceeds $100,000 per executive
officer.
We do not pay to our directors any compensation for each director serving
as a director on our board of directors.
*******
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR
INFORMATION PURPOSES ONLY. NO ACTION ON YOUR PART
IS SOUGHT OR REQUIRED.
Dated: January 19, 2006 By Order of the Board of Directors
ECHELON ACQUISITION CORP.
/s/ Wang Hui
-----------------------------------
Wang Hui
President, Secretary & Treasurer