SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE
ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[X] PRELIMINARY INFORMATION STATEMENT
[ ] DEFINITIVE INFORMATION STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14c-5(d)(2))
INDUSTRIES INTERNATIONAL, INCORPORATED
(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 PREVIOUSLY PAID 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.
(1) AMOUNT PREVIOUSLY PAID:
--------------------------------------------------------------------------------
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
--------------------------------------------------------------------------------
(3) FILING PARTY:
--------------------------------------------------------------------------------
(4) DATE FILED:
--------------------------------------------------------------------------------
1
INFORMATION STATEMENT
OF
INDUSTRIES INTERNATIONAL, INCORPORATED
10880 WILSHIRE BLVD #2250
LOS ANGELES, CA 90024
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO YOU BY THE BOARD OF DIRECTORS
OF INDUSTRIES INTERNATIONAL, INCORPORATED
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
The Board of Directors of Industries International, Incorporated (the
"Company") has approved, and stockholders owning 15,365,003 shares of common
stock, $.01 par value (the "Common Stock") outstanding as of May 17, 2004,
representing 51.23% of the aggregate shares of Common Stock of the Company
entitled to vote on such date, have consented in writing to the action described
below. Such approval and consent constitute the approval and consent of a
majority of the total number of shares of outstanding common stock and are
sufficient under the Nevada General Corporation Law and the Company's By-Laws to
approve the action. Accordingly, the action will not be submitted to the other
stockholders of the Company for a vote, and this Information Statement is being
furnished to stockholders to provide them with certain information concerning
the action in accordance with the requirements of the Securities Exchange Act of
1934 and the regulations promulgated thereunder, including Regulation 14C.
This Information Statement is first being mailed or furnished to the
stockholders of the Company on or about May [__], 2004, and the transaction
described herein shall not become effective until at least 20 days thereafter.
ACTION BY BOARD OF
DIRECTORS AND
CONSENTING STOCKHOLDERS
The following corporate action was authorized by a joint written
consent of the Board of Directors of the Company and holders entitled to vote a
majority of the Common Stock dated May 17, 2004, a copy of which is attached
hereto as Exhibit A:
1. The approval of an amendment to the Company's Articles of
Incorporation to change the Company's name to China Telephone, Inc.
The reasons for, and general effect of, the Amendment to the Articles
of Incorporation to change the name of the Company's is described in "AMENDMENT
TO ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY." A form of the
Amendment is attached hereto as Exhibit B.
2
The Board of Directors of the Company knows of no other matters other
than those described in this Information Statement which have been recently
approved or considered by the holders of the Company's Common Stock.
GENERAL
The Company will pay all costs associated with the distribution of
this Information Statement, including the costs of printing and mailing. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this Information
Statement to the beneficial owners of the Company's Common Stock.
The Company will only deliver one Information Statement to multiple
security holders sharing an address unless the Company has received contrary
instructions from one or more of the security holders. Upon written or oral
request, the Company will promptly deliver a separate copy of this Information
Statement and any future annual reports and information statements to any
security holder 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 any future annual reports and information statements to any security holder
or holders sharing an address to which multiple copies are now delivered. You
should direct any such requests to the following address: Industries
International, Incorporated, 10880 Wilshire Blvd #2250, Los Angeles, CA 90024,
Attn: Dr. Kit Tsui.
VOTING SECURITIES
As of May 17, 2004, there were 29,992,944 outstanding shares of
Common Stock. Each holder of Common Stock is entitled to one vote for each share
held by such holder.
3
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to the Company's Bylaws and the Nevada General Corporation
Act, a vote by the holders of at least a majority of the Company's outstanding
capital stock is required to effect the action described herein. The Company's
Articles of Incorporation does not authorize cumulative voting. As of the record
date, the Company had 29,992,944 voting shares of Common Stock issued and
outstanding of which 14,996,472 shares are required to pass any stockholder
resolutions. The consenting stockholders are collectively the record and
beneficial owners of 15,365,003 shares, which represents 51.23% of the issued
and outstanding shares of the Company's Common Stock. Pursuant to NRS 78.320 of
the Nevada General Corporation Act, the consenting stockholders voted in favor
of the actions described herein in a joint written consent, dated May 17, 2004,
attached hereto as Exhibit A. No consideration was paid for the consent. The
consenting stockholders' names, affiliations with the Company, and their
beneficial holdings are as follows:
--------------------------------------------------------------------------------
Name Affiliation, if any Shares Beneficially Held Percentage
--------------------------------------------------------------------------------
Dr. Kit Tsui Chief Executive 10,259,929 34.21%
Officer
--------------------------------------------------------------------------------
Eryan Ting 421,047 1.40%
--------------------------------------------------------------------------------
Zuhong Xu 700,000 2.33%
--------------------------------------------------------------------------------
Zujin Xu 650,000 2.17%
--------------------------------------------------------------------------------
Zaozhen Fang 550,000 1.83%
--------------------------------------------------------------------------------
Lianli Xiong 700,000 2.33%
--------------------------------------------------------------------------------
Linli Yao 625,000 2.08%
--------------------------------------------------------------------------------
Zhuying Chen 600,000 2.00%
--------------------------------------------------------------------------------
Fuxing Luan 286,527 .96%
--------------------------------------------------------------------------------
Zhongping Wang 250,000 .83%
--------------------------------------------------------------------------------
Meibin Jin 322,500 1.08%
--------------------------------------------------------------------------------
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of May 17, 2004, certain
information regarding the ownership of the Company's capital stock by each
director and executive officer of the Company, each person who is known to the
Company to be a beneficial owner of more than 5% of any class of the Company's
voting stock, and by all officers and directors of the Company as a group.
Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock subject to
options, warrants or convertible securities exercisable or convertible within 60
days of May 17, 2004 are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person.
Name and Address of
Beneficial Owner (1) Shares Beneficially Owned (2) Percentage
--------------------------- ----------------------------- ----------
Kit Tsui 10,259,929 34.21%
Weijiang Yu (3) 350,000 *
Guoqiong Yu 13,000 *
Zhiyong Xu (4) 162,500 *
Xiaochen Li 117,974 *
Hongyan Sun 12,500 *
All officers and directors
as a group (5 persons) 10,915,903 (3)(4) 35.89%
----------
* less than 1%
(1) Unless otherwise noted, the address for each of the named beneficial
owners is Industries International, Incorporated, 10880 Wilshire Blvd
#2250, Los Angeles, CA 90024.
(2) Except as otherwise indicated, all shares are beneficially owned and sole
voting and investment power is held by the persons named.
(3) Includes options to purchase 300,000 shares of Common Stock.
(4) Includes options to purchase 125,000 shares of Common Stock.
5
AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE THE
NAME OF THE COMPANY
The board of directors adopted a resolution, by written consent, to
amend the Corporation's Certificate of Incorporation to change the Corporation's
name to "China Telephone, Inc." The amendment to the Corporation's Certificate
of Incorporation in the form attached hereto as Exhibit B changes the
Corporation's name. The FIRST Article of the Corporation's Certificate of
Incorporation will read as follows:
"FIRST: The name of the Corporation shall be: China Telephone, Inc."
The Board of Directors of the Company knows of no other matters other
than those described in this Information Statement, which have been recently
approved or considered by the holders of the Company's Common Stock.
By Order of the Board of Directors
Dr. Kit Tsui
Chairman
Dated: May [__], 2004
6
EXHIBIT A
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY STOCKHOLDERS
OF
INDUSTRIES INTERNATIONAL, INCORPORATED
The undersigned, being all of the members of the Board of Directors
and the holders of at least a majority of the outstanding capital stock of
Industries International, Inc., a Nevada corporation (the "Corporation"), acting
pursuant to the authority granted by Sections 78.385, 78.315 and 78.320 of the
Nevada General Corporation Law, and the By-Laws of the Corporation, do hereby
consent to the adoption of the following resolutions by written consent as of
the date set forth below:
WHEREAS, the Board of Directors of this Corporation deems it
desirable and in the best interest of the Corporation that the Articles of
Incorporation be amended to change the name under which the Corporation was
formed.
NOW THEREFORE, be it
RESOLVED, that Article FIRST of the Articles of Incorporation of the
Corporation be amended in its entirety to read as follows:
"FIRST: The name of the Corporation is China Telephone, Inc."
; and be it further
RESOLVED, that the proper officers of the Corporation be, and hereby
are, authorized, empowered and directed to make and execute a Certificate of
Amendment to the Articles of Incorporation of the Corporation with the Secretary
of State of Nevada; and be it further
RESOLVED, that the proper officers of the Corporation be, and hereby
are authorized, empowered and directed to do all things that may be necessary or
appropriate to carry out the intent of the foregoing resolutions and the
transaction contemplated thereby.
This Joint Written Consent shall be added to the corporate records of
this Corporation and made a part thereof, and the resolutions set forth above
shall have the same force and effect as if adopted at a meeting duly noticed and
held by the Board of Directors and the stockholders of this Corporation. This
7
Joint Written Consent dated May 17, 2004 may be executed in counterparts and
with facsimile signatures with the effect as if all parties hereto had executed
the same document. All counterparts shall be construed together and shall
constitute a single Joint Written Consent.
DIRECTORS:
Dr. Kit Tsui
------------------------------------
Hongyan Sun
------------------------------------
Zhiyong Xu
STOCKHOLDERS:
------------------------------------
Dr. Kit Tsui
Shares: 10,259,929 shares
------------------------------------
Eryan Ting
Shares: 421,047 shares
------------------------------------
Zuhong Xu
Shares: 700,000 shares
------------------------------------
Zujin Xu
Shares: 650,000 shares
------------------------------------
Zaozhen Fang
Shares: 550,000 shares
------------------------------------
Lianli Xiong
Shares: 700,000 shares
------------------------------------
Linli Yao
Shares: 625,000 shares
8
------------------------------------
Zhuying Chen
Shares: 600,000 shares
------------------------------------
Fuxing Luan
Shares: 286,527 shares
------------------------------------
Zhongping Wang
Shares: 250,000 shares
------------------------------------
Meibin Jin
Shares: 322,500 shares
9
EXHIBIT B
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. ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: Industries International, Incorporated
2. The articles have been amended as follows (provide article
numbers, if available):
The Articles of Incorporation of Industries International, Inc. shall
be amended by changing the
First Article thereof, so that, as amended said Article shall be and
read as follows:
FIRST: The name of the corporation is China Telephone, Inc.
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 favor of the amendment is: 51.23% .*
4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)
10
5. Officer Signature (required):
*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.
11