Dolphin Products, Inc. 14C
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
June
8, 2006
Information
Statement Pursuant to Section 14(c)
Of
the
Securities Exchange Act of 1934
x
Filed
by the
registrant
o
Filed by a party other than the registrant
Check
the
appropriate box:
x
Preliminary Information Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
o
Definitive Information Statement
DOLPHIN
PRODUCTIONS, INC.
(Name
of
Registrant as Specified In Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x
No
fee required
o
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:
o
Fee
paid previously with preliminary materials.
o
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:
INFORMATION
STATEMENT
May
30, 2006
DOLPHIN
PRODUCTIONS, INC.
Unit
3, 25/F., Global Gateway,
98
Wang Lung Street
Tsuen
Wan, Hong Kong
This
information statement is circulated to advise the stockholders of actions to
be
taken without a meeting upon the written consent of the holders of a majority
of
the outstanding shares of the Voting Capital Stock of the Company. Management
is
not soliciting proxies because a sufficient number of shares have provided
written consent to the actions.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT
TO SEND US A PROXY.
The
matters upon which action is being taken are:
1. Amend
the
Articles of Incorporation to change the name of the Company to Innocom
Technology Holdings, Inc. or such other similar name as may be available in
Nevada.
The
shareholders holding shares representing 97.66% of the votes entitled to be
cast
at a meeting of the Company’s shareholders, consented in writing to the proposed
actions. 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’s Board of Directors approved these actions on May 26, 2006 and
recommended that the Articles of Incorporation be amended to reflect the above
action. The proposed Amendment to the Articles of Incorporation will be filed
with the Nevada Secretary of State and will be effective when filed. The
anticipated filing date will be approximately 20 days after the mailing of
this
Information Statement to our Shareholders.
If
the
proposed actions were not adopted by written majority shareholder consent,
it
would have been necessary for these actions to be considered by the Company’s
Shareholders at a Special Shareholder’s Meeting convened for the specific
purpose of approving the actions.
The
elimination of the need for a special meeting of the shareholders to approve
the
actions is authorized by the
provisions of NRS
78.320 of
the
General Corporation Law of Nevada,
(the
“Nevada Law”). NRS 78.320 provides that the written consent of the holders of
outstanding shares of voting capital stock, having not less than 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 NRS 78.320, 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 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 on,
or
about June 18, 2006. The record date established by the Company for purposes
of
determining the number of outstanding shares of Voting Capital Stock of the
Company was May 26, 2006, (the “Record Date”).
Outstanding
Voting Stock of the Company
As
of the
Record Date, there were 32,932,500 shares
of
Common Stock issued and outstanding. The Common Stock constitutes the
outstanding class of voting securities of the Company. Each share of Common
Stock entitles the holder to one (1) vote on all matters submitted to the
shareholders.
None
of
the persons who have been directors or officers of the Company at any time
since
the beginning of the last fiscal year, nor any associate of any such persons,
has any interest in the matters to be acted upon. No director of the Company
has
informed the registrant in writing that he intends to oppose any action to
be
taken by the Company. No proposals have been received from security
holders.
SECURITY
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The
following table sets forth as of May 26, 2006, the name and the number of common
stock voting shares of the Registrant, $0.001 par value, held of record or
was
known by the Registrant to own beneficially more than 5% of the
32,932,500 voting
shares issued and outstanding, and the name and shareholdings of each officer
and director individually and of all officers and directors as a group. Except
as otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.
|
Title
of Class
|
Name
and Address
Of
Beneficial
Owners (1)
|
Amount
and Nature
Of
Beneficial Ownership
|
Percent
Of
Class
(2)
|
|
Common
Stock
|
William
Yan Sui Hui
|
23,107,430
|
70.16%
|
For
purposes of this table, a beneficial owner is one who, directly or indirectly,
has or shares with others (a) the power to vote or direct the voting of the
Voting Stock (b) investment power with respect to the Voting Stock which
includes the power to dispose or direct the disposition of the Voting
Stock.
There
are
no contracts or other arrangements that could result in a change of control
of
the Company.
No
Dissenter’s Rights
Under
Nevada Law, any dissenting shareholders are not entitled to appraisal rights
with respect to our amendment, and we will not independently provide
shareholders with any such right.
Purpose
and Effect of the Actions
Amend
the Articles of Incorporation to change the name of the
Company.
Due to
the recent change in the Company’s business, the Board of Directors has
determined that it is the best interests of the Company to change its corporate
name to Aida Pharmaceuticals, Inc., or such other similar name as may be
available in Nevada. The name change will be effected by an amendment to the
Company’s Articles of Incorporation.
OTHER
INFORMATION
Section
16(a) of the Securities Exchange Act of 1934 requires Officers and Directors
of
the Company and persons who own more than ten percent of a registered class
of
the Company’s equity securities to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission, and forward copies
of such filings to the Company. Based on the copies of filings received by
the
Company, during the most recent fiscal year, the directors, officers, and
beneficial owners of more than ten percent of the equity securities of the
Company registered pursuant to Section 12 of the Exchange Act, have filed on
a
timely basis, all required Forms 3, 4, and 5 and any amendments
thereto.
FINANCIAL
INFORMATION
For
more
detailed information regarding the Company, including financial statements,
you
may refer to our most recent Form 10-QSB for the period ended March 31, 2006
filed with the Securities and Exchange Commission (“SEC”). This information may
be found on the SEC’s EDGAR database at www.sec.gov.
CONCLUSION
As
a
matter of regulatory compliance, we are sending you this Information Statement
which describes the purpose and effect of the actions and Amendment. Your
consent to the actions and Amendment is not required and is not being solicited
in connection with this action. This Information Statement is intended to
provide our shareholders 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.
| |
|
By: Order of the Board of
Directors |
| |
|
|
| |
|
|
| |
|
|
| Date: June 18, 2006 |
|
By:
________________________ |
| |
|
William Yan Sui Hui |
| |
|
Chairman of the
Board |