UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
TONE IN TWENTY
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(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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Tone in Twenty
4301 S. Valley View Ave., Suite 20
Las Vegas, NV 89103
Phone: (702) 604-7038
June 25, 2009
To the Shareholders:
The purpose of this Information Statement is to is to inform the holders of
record, as of the close of business on June 25, 2009 (the "Record Date"), of
shares of common and preferred stock, par value $0.001 per share (the "Common
Stock") of Tone in Twenty a Nevada corporation ("TTWY" or the "Company"), that
stockholders representing approximately 84% of our capital stock as of the
Record Date have given written consent as of June 4, 2009, to approve the
following:
The authorization of a six-for-one (6:1) reverse stock split for
both the common stock and callable and convertible preferred stock.
Nevada corporation law and the Company's bylaws permit holders of a majority
of the voting power to take stockholder action by written consent.
Accordingly, the Company will not hold a meeting of its stockholders to
consider or vote upon this reverse stock split as described in this Information
Statement.
We encourage you to read the attached Information Statement carefully,
including the exhibits, for further information regarding these actions. In
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), the approval of the action described
herein by the holders of a majority of the voting power of the Company will
be deemed ratified and effective at a date that is at least 20 days after the
date this Information Statement has been mailed or furnished to our
stockholders. This Information Statement is first being mailed or furnished
to stockholders on or about June 29, 2009.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This Information Statement is being furnished to you solely for the purpose
of informing stockholders of the matters described herein in compliance with
Regulation 14C of the Exchange Act.
By Order of the Board of Directors
/s/ John Dean Harper
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John Dean Harper
President and Director
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Tone in Twenty
4301 S. Valley View Ave., Suite 20
Las Vegas, NV 89103
Phone: (702) 604-7038
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
- -------------------
This information statement is being provided to the shareholders of Tone in
Twenty, ("TTWY"), in connection with our prior receipt of approval by written
consent, in lieu of a special meeting, of the holders of a majority of our
common stock authorizing a six-for-one reverse stock split (the "Stock
Split"). TTWY's Board of Directors has approved the Reverse Split and TTWY
has obtained (by written consent) the approval of its major shareholder who
owns 2,200,000 shares of common stock, that represents 84% of the total
outstanding shares of TTWY's common stock prior to the Reverse Split. The
approval by the shareholders will not become effective until 20 days from the
date of mailing of this Information Statement to our shareholders.
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The
Company will only deliver one Information Statement to multiple stockholders
sharing an address unless the Company has received contrary instructions from
one or more of the stockholders. The Company will promptly deliver a separate
copy of this Information Statement and future stockholder communication
documents to any stockholder at a shared address to which a single copy of
this Information Statement was delivered, or deliver a single copy of this
Information Statement and future stockholder communication documents to any
stockholder or holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the following address:
Tone in Twenty
4301 S. Valley View Ave., Suite 20
Las Vegas, NV 89103
Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting the Company at
the address listed above.
1
The Company's Board of Directors approved this action on June 4, 2009 and
recommended to effectuate a six-for-one (6:1) reverse split of the
outstanding Common Stock and the outstanding callable and convertible
preferred stock, while retaining both the number of authorized common and
preferred and retaining the current par value of $0.001, with appropriate
adjustments to the capital accounts of Tone in Twenty, with no stockholder to
be reduced below one hundred (100) shares, on a per stockholder of record
basis, and with all fractional shares rounded up.
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent
of the holders of outstanding shares of voting capital stock, having not less
that the minimum number of votes which would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote on a matter
were present and voted, may be substituted for the special meeting.
According to this Section 78.390 of the Nevada Law, a majority of the
outstanding shares of voting capital stock entitled to vote on the matter is
required in order to amend the Company's Articles of Incorporation. In order
to eliminate the costs and management time involved in holding a special
meeting and in order to effect the Amendment as early as possible in order to
accomplish the purposes of the Company, the Board of Directors of the Company
voted to utilize the written consent of the majority shareholders of the
Company.
The date on which this Information Statement was first sent to the
shareholders is on, or about June 29, 2009. The record date established by the
Company for purposes of determining the number of outstanding shares of
Voting Capital Stock of the Company was June 25, 2009, (the "Record Date").
Outstanding Voting Stock of the Company
- ---------------------------------------
As of the Record Date, the Company had 195,000,000 authorized shares of common
stock, of which 2,625,000 common shares were issued and outstanding. The
Company had 5,000,000 authorized shares of preferred stock, of which 500,000
callable and convertible preferred shares were issued and outstanding. The
callable and convertible preferred stock converts to two hundred shares of
common stock for each share of Preferred Stock. The consenting stockholder,
who beneficially owns of 2,200,000 shares, representing approximately 84% of
the issued and outstanding shares of the Company's outstanding common stock,
voted in favor of the actions described by written consent, dated June 4,
2009. Each share of Common Stock entitles the holder to one (1) vote on all
matters submitted to the shareholders.
2
Security Ownership of Certain Owners and Management
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The following Table sets forth the Common Stock ownership information as of
June 25, 2009, with respect to (i) each person known to the Company to be
the beneficial owner of more than 5% of the Company's Common and Preferred
Stock, (ii) each director of the Company, (iii) each person intending to file
a written consent to the adoption of the Amendment described herein, and (iv)
all directors, executive officers and designated shareholders of the Company
as a group. This information as to beneficial ownership was furnished to the
Company by or on behalf of each person named. Percentage of Class is based
on 2,625,000 issued and outstanding common shares.
AMOUNT AND PERCENT OF PERCENT OF
NATURE OF CLASS CLASS
TITLE OF NAME OF BENEFICIAL BENEFICIAL BEFORE AFTER
CLASS OWNER AND POSITION OWNERSHIP CONVERSION(1) CONVERSION(2)
- -------------------------------------------------------------------------------
Common John Dean Harper, 2,200,000 84.0% 2.1%
Stock 4301 S. Valley View Ave.
Suite 20
Las Vegas, NV 89103
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Ownership upon conversion of
shareholders' preferred stock:
Common San Nicholas, Inc. 100,000,000 0.0% 97.0%
Stock
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Common All Executive Officers
Stock and Directors as a
Group (1 person) 2,200,000 84.0% 2.1%
(1) Percent of Class based on 2,625,000 shares before conversion of Series
A Callable and Convertible Preferred shares.
(2) Percent of Class based on 102,625,000 after conversion of the 500,000
Series A Callable and Convertible Preferred shares.
(3) San Nicholas, Inc. a Nevada Corporation, beneficially owned and
Controlled by Mrs. Eva Esparza, Escobedo 435 Ote., Torreon,
Coah, Mexico. Note: The Company entered into a lock-up with San
Nicholas, Inc. on November 10, 2008.
3
Purpose and Effect of Reverse Stock Split
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The Board of Directors of the Company have adopted a resolution to reverse
split the Company's shares six-for-one (6:1), which will result in the
issuance of one new share ("New Shares") for each six (6) old shares ("Old
Shares") of the Company's common stock held as of June 25, 2009 (the Split
"Record Date"). The holders of shares representing a majority of the Company's
outstanding voting stock have given their written consent to the forward stock
split. Under Nevada corporation law and the Company's bylaws, the consent of
the holders of a majority of the voting power is effective as stockholders'
approval. In accordance with the requirements of the Securities Exchange Act
of 1934 and Regulation 14C promulgated thereunder, the reverse stock split
will not become effective until at least twenty (20) calendar days after the
mailing of this Information Statement.
The procedure for shareholders of the Company as of June 25, 2009, the Reverse
Split Record Date, to obtain New Shares in exchange for Old Shares pursuant to
the Stock Split is set forth below under the heading "Effective Date."
Our board of directors believes the six-for-one (6:1) reverse stock split
is necessary to increase the effective marketability of its common stock to
enhance the liquidity of the common stock so that the Company can better
access capital markets.
The Board of Directors believes a reverse split may facilitate future
financings by the Company. In addition, the resulting reduction in the number
of issued and outstanding shares of Common Stock will provide the Company with
additional authorized but unissued shares which could be utilized for future
acquisitions or to otherwise raise funds to help build the Company's business
objectives. The Company has no pre-arrangement to issue shares at this time.
Tone in Twenty will not issue any certificates representing fractional shares
of TTWY's common stock in the transaction, while retaining the current par
value of $0.001, with appropriate adjustments to the capital accounts of TTWY.
Any resulting fractional shares shall be rounded up. Any shareholder who owns
99 or fewer common shares will receive one hundred shares. This reverse stock
split will reduce the number of issued and outstanding common shares from
2,625,000 to 437,500 and will reduce the number of issued and outstanding
callable and convertible preferred shares from 500,000 to 83,333 and have no
effect on the authorized number of common and preferred shares and no effect
on the par value of the stock. The reversed callable and convertible
preferred stock will still convert to two hundred shares of common stock for
each share of preferred stock in order to maintain the same pro-rata ownership
in the Company.
The board of directors of TTWY may authorize, without further shareholder
approval, the issuance of such shares of common stock or preferred stock to
such persons, for such consideration, and upon such terms as the board of
directors determines. Such issuance could result in a significant dilution
of the voting rights and the stockholders' equity, of then existing
shareholders.
4
The issuance of additional common stock may have the effect of deterring or
thwarting persons seeking to take control of TTWY through a tender offer,
proxy fight or otherwise or to bring about removal of incumbent management or
a corporate transaction such as merger. For example, the issuance of common
stock or preferred stock could be used to deter or prevent such a change of
control through dilution of stock ownership of persons seeking to take
control or by rendering a transaction proposed by such persons more
difficult.
There can be no assurance, nor can the Board of Directors of the Company
predict what effect, if any, these change, include the reverse stock split
will have on the Company's common stock. The Company's stock is trading
on the OTC-BB stock exchange.
Effective Date
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Certificates for the Company's common stock that recite the name "Tone in
Twenty" will continue to represent shares in the Company after the reverse
stock split becomes effective. If, however, a stockholder wishes to acquire a
certificate reflecting the reverse stock split, the stockholder may do so by
surrendering their certificate to the Company's transfer agent with a request
for a replacement certificate and the appropriate stock transfer fee. The new
certificate will reflect the six-for-one (6:1) reverse stock split.
The Company's transfer agent is:
Integrity Stock Transfer
3265 E. Warm Springs Rd.
Las Vegas, NV 89120
No Dissenter's Rights
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Under Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to our amendment, and we will not independently provide
our shareholders with any such right.
5
Nevada Anti-Takeover Provisions
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The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to TTWY. Section 78.438 of the Nevada law prohibits
the Company from merging with or selling more than 5% of our assets or stock
to any shareholder who owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date on which the
shareholder acquired the TTWY shares, unless the transaction is approved by
TTWY's Board of Directors. The provisions also prohibit TTWY from
completing any of the transactions described in the preceding sentence with a
10% shareholder who has held the shares more than three years and its related
entities unless the transaction is approved by our Board of Directors or a
majority of our shares, other than shares owned by that 10% shareholder or
any related entity. These provisions could delay, defer or prevent a change
in control of TTWY .
Conclusion
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As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the Amendment. Your
consent to the Amendment is not required and is not being solicited in
connection with this action. This Information Statement is intended to
provide our stockholders information required by the rules and regulations of
the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Tone in Twenty
By: /s/ John Dean Harper
--------------------------
John Dean Harper
President and Director
Date: June 25, 2009
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