UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check
the
appropriate box:
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Preliminary
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[
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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[
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Definitive
Information Statement
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THE
CYBER GROUP NETWORK CORPORATION
-----------------------------------------------------------------------------------
(Name
of
Registrant as Specified In Its Charter)
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of Filing Fee (Check the appropriate box)
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computed on table below per Exchange Act Rules 14c-5(g) and
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Aggregate
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Perunit
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to
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fee is
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0-11(a)(2) and identify the filing for which the offsetting
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INFORMATION
STATEMENT
OF
THE
CYBER GROUP NETWORK CORPORATION
Rm.
10601, Jiezuo Plaza, No.4, Fenghui Road South
Gaoxin
District, Xian Province, People’s Republic of China
We
Are Not Asking You For A Proxy And You Are Requested Not To Send Us A
Proxy.
This
Information Statement is first being furnished on or about January ___, 2006
to
the holders of record as of the close of business on December 19, 2005 of
the
common and preferred stock of The Cyber Group Network Corporation (the
“Company”).
The
Board
of Directors of the Company has approved, and a total of four (4) stockholders,
two (2) of which own a majority of the current issued and outstanding shares
of
the Company’s common stock and two Series B Convertible Preferred Stock (“Series
B Preferred) (2) shareholders who own 42,636,871 or the majority of the
48,000,000 issued and outstanding shares of Series B Preferred shares that
are
entitled to vote on these actions as of December 19, 2005, have consented
in
writing to the actions described below. The shares of the Company’s capital
stock entitled to vote on these actions are hereinafter referred to as the
“Voting Shares.” Such approval and consent constitute the approval and consent
of a majority of the total number of the Voting Shares and are sufficient
under
the Nevada General Corporation Law and THE CYBER GROUP’s By-Laws to approve the
action. Accordingly, the action will not be submitted to the other stockholders
of THE CYBER GROUP 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.
ACTION
BY BOARD OF DIRECTORS
AND
CONSENTING
STOCKHOLDERS
GENERAL
THE
CYBER
GROUP 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 CYBER GROUP’s common stock.
THE
CYBER
GROUP 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:
The
Cyber
Group Network Corporation
c/o
Mr.
Steve Zhu
AllBright
Law Offices
Citigroup
Tower, 14th
Floor
No.
33,
Hua Yuan Shi Qiao Road
Shanghai,
China 200120
INFORMATION
ON CONSENTING STOCKHOLDERS
Pursuant
to THE CYBER GROUP’s Bylaws and the Nevada General Corporation Act, a vote by
the holders of at least a majority of the outstanding shares of the Company
entitled to vote (the “Voting Shares”) is required to effect the action
described herein. THE CYBER GROUP’s Articles of Incorporation does not authorize
cumulative voting. As of the record date, there were 500,000,000 issued and
outstanding shares of common stock (“Common Stock”) and 48,000,000 Shares of
Series B Convertible Preferred stock (“Series B Preferred”). Pursuant to NRS
78.320 of the Nevada General Corporation Act, four (4) consenting stockholders
voted in favor of the actions described herein in a joint written consent,
dated
December 19, 2005, attached hereto as Exhibit
1.
Two of
the consenting stockholders are the record and beneficial owners of a total
of
305,943,108 or the majority shares of current issued and outstanding shares
of
Common Stock. The two other consenting stockholders are the record and
beneficial owner of a total of 42,636,871 shares or a majority of the issued
and
outstanding Series B Preferred Stock. Per the Certificate of Designation
(the
“Certificate”) which designated the rights afforded to holders of the Company’s
Series B Preferred shares, Series B Preferred stockholders are entitled to
vote
with respect to any and all matters presented to the stockholders of the
Company
for their action or consideration, and the Series B Preferred Shares are
entitled to the number of votes equal to the number of shares of Common Stock
into which such shares of Series B Preferred are to be converted. The
Certificate specifies that the 48,000,000 Series B Preferred shares must
be
converted so that it equals 89.5% of the total issued and outstanding shares
of
the Company’s common stock at the time of conversion. The two consenting Series
B Preferred stockholders hold a total of 42,636,871 or 88.83% of the Series
B
Preferred Shares. A total of 26,817,600 or 55.87% of the 48,000,000 issued
and
outstanding Series B Preferred Shares are required to pass any stockholder
resolutions. Thus, the two consenting Series B Preferred stockholders hold
a
sufficient number of Series B Preferred shares and, in fact, have voted in
favor
of the actions described herein and in the joint written consent (Exhibit
1). No
consideration was paid for the consents. The consenting stockholder’s names,
affiliations with THE CYBER GROUP, and their beneficial holdings are summarized
follows:
SERIES
B PREFERRED STOCKHOLDERS:
|
Affiliation
|
Number
of Shares
|
Percentage
of Class
|
Upform
Group Limited (2)
|
Series
B Convertible Preferred Stockholder
|
22,627,192
|
47.14%
|
Clever
Mind International Limited (3)
|
Series
B Convertible Preferred Stockholder
|
20,009,679
|
41.69%
|
Total
|
|
42,636,871
|
88.83%
|
COMMON
STOCKHOLDERS:
|
Affiliation
|
Number
of Shares
|
Percentage
of Class
|
R.
Scott Cramer
|
Stockholder
(Common Stock) and Director
|
231,144,289
|
46%
|
Steve
Lowe
|
Stockholder
(Common Stock) and Director
|
74,798,819
|
15%
|
Total
|
|
305,943,108
|
61%
|
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
None.
PROPOSALS
BY SECURITY HOLDERS
None.
DISSENTERS’
RIGHT OF APPRAISAL
None.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of December 19, 2005 with respect
to
the beneficial ownership of the outstanding shares of Company’s capital stock by
(i) each person known by Registrant who will beneficially own five percent
(5%)
or more of the outstanding shares; (ii) the officers and directors who will
take
office as of the effective date of the Share Exchange; and (iii) all the
aforementioned officers and directors 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 December
19,
2005 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, and is based
on
500,000,000 common shares issued and outstanding on a fully diluted basis
and
48,000,000 Series B Preferred shares issued and outstanding, as of December
19,
2005.
Title
of
Class
|
Name
and Address
Of
Beneficial
Owners (1)
|
Amount
and Nature
Of
Beneficial Ownership
|
Percent
Of
Class
(2)
|
Series
“B” Convertible Preferred Stock
|
Upform
Group Limited (3)
|
22,627,192
|
47.14%
|
Series
“B” Convertible Preferred Stock
|
Clever
Mind International Limited (4)
|
20,009,679
|
41.69%
|
Series
“B” Convertible Preferred Stock
|
Weibing
Lu, Director and Chief Executive Officer (3)
|
22,627,192
|
47.14%
|
Series
“B” Convertible Preferred Stock
|
Wei
Wen, Director (4)
|
20,009,679
|
41.69%
|
Series
“B” Convertible Preferred Stock
|
Xinya
Zhang, Director (3)
|
22,627,192
|
47.14%
|
Common
Stock
|
Erna
Gao, Director and Chief Financial Officer
|
0
|
0%
|
Common
Stock
|
R.
Scott Cramer, Director (5)
|
231,144,289
(5)
|
46%
|
Common
Stock
|
Steve
Lowe, Director (6)
|
74,798,819
(6)
|
15%
|
|
All
officers and directors as a group (6 persons) - Ownership of Series
B
Convertible Preferred Stock
|
42,636,871
|
88.83%
|
|
All
officers and directors as a group (6 persons) - Ownership of Common
Stock
|
305,943,108
|
61%
|
(1)
|
Unless
otherwise noted, the address for each of the named beneficial owners
is:
Rm. 10601, Jiezuo Plaza, No.4, Fenghui Road South, Gaoxin District,
Xian
Province, PRC.
|
(2)
|
The
number of outstanding shares of common stock of Skystar is based
upon
500,000,000 shares. The number of outstanding shares of Series
B
Convertible Preferred Stock is based upon 48,000,000
shares.
|
(3)
|
Upform
Group Limited’s address is Sea Meadow House, Blackburne Highway, P.O. Box
116, Road Town, Tortola, British Virgin Islands. Weibing Lu is
and Xinya
Zhang are directors of the Upform Group. Weibing Lu is the majority
shareholder and the Chairman of the Board of Directors of Upform
Group
Limited, which in turn is the record owner of 22,627,192 shares
of the
Company’s Series “B” Convertible Preferred Stock (“Series B Preferred
Stock”). For description of the Series B Preferred Stock’s conversion and
voting rights, see section titled “Description of Securities” below.
Weibing Lu indirectly owns 22,627,192 through his majority ownership
of
Upform Group. Because Xinya Zhang is a director of Upform Group,
she might
be deemed to have or share investment control over Upform Group's
portfolio.
|
(4)
|
Clever
Mind International Limited’s (“Clever Mind”) address is: Sea Meadow House,
Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin
Islands. Wei Wen is Chairman of the Board of Directors of Clever
Mind and
owns approximately 2.3% of the issued and outstanding shares of
Clever
Mind. Clever Mind owns 20,009,679 shares of the Company's Series
B
Convertible Preferred Stock (“Series B Preferred Stock”) as a result of
the Share Exchange Transaction. See Item 2.01, "Description of
Business.”
Because Mr. Wen is a director and shareholder of Clever Mind, he
might be
deemed to have or share investment control over Clever Mind's
portfolio.
|
(5)
|
R.
Scott Cramer’s address is: 1012 Lewis Dr., Winter Park, FL
32789.
|
(6)
|
Steve
Lowe’s address is: 1012 Lewis Dr., Winter Park, FL
32789.
|
CHANGE
IN CONTROL
None
NOTICE
TO
STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS
The
following action was taken based upon the unanimous recommendation of THE
CYBER
GROUP’s Board of Directors (the “Board”) and the written consent of the
consenting stockholder:
ACTION
1
REVERSE
STOCK SPLIT
MATERIAL
TERMS OF THE REVERSE SPLIT
The
Board
has unanimously adopted and the consenting stockholders have approved a
resolution, attached as Exhibit A hereto, to effect a one-for-three hundred
ninety seven (1:397) reverse stock split of the Common Stock of THE CYBER
GROUP
(the "Reverse Split"). The Board and the consenting stockholders believe
that
the Reverse Split is in the best interest of the Company and its shareholders
because the Company believes the Reverse Stock Split will maximize stockholder
value. Management believes that the reverse split is in THE CYBER GROUP's
best
interest in that it may increase the trading price of its the common stock.
An
increase in the price of the common stock could, in turn, generate greater
investor interest in THE CYBER GROUP, thereby enhancing the marketability
of THE
CYBER GROUP'S common stock to the financial community. The potential increases
in the trading price and greater interest from the financial community could
ultimately improve the trading liquidity of the Company's common shares.
The
immediate effect of the Reverse Split would be to reduce the total number
of
shares of THE CYBER GROUP common stock from 500,000,000 to approximately
1,259,446 presently issued and outstanding. However, the Reverse Split will
affect all of the holders of all classes of THE CYBER GROUP's common stock
uniformly and will not affect any stockholder's percentage ownership interest
in
THE CYBER GROUP or proportionate voting power, except for insignificant changes
that will result from the rounding of fractional shares.
The
Reverse Split is expected to become effective on or about January __, 2006
(the
"Effective Date"). The Reverse Split will take place on the Effective Date
without any action on the part of the holders of all classes of THE CYBER
GROUP's common stock and without regard to current certificates representing
shares of all classes of THE CYBER GROUP common stock being physically
surrendered for certificates representing the number of shares of all classes
of
THE CYBER GROUP common stock each stockholder is entitled to receive as a
result
of the Reverse Split. New certificates of THE CYBER GROUP common stock will
not
be issued.
No
fractional shares will be issued in connection with the Reverse Split. Any
fractional share will be rounded to the next whole share.
We
do not
have any provisions in our Articles of Incorporation, Bylaws, or employment
or
credit agreements to which we are party that have anti-takeover consequences.
We
do not currently have any plans to adopt anti-takeover provisions or enter
into
any arrangements or understandings that would have anti-takeover consequences.
In certain circumstances, our management may issue additional shares to resist
a
third party takeover transaction, even if done at an above market premium
and
favored by a majority of independent shareholders. There are no adverse material
consequences or any anti-takeover provisions in either our Articles of
Incorporation or Bylaws that would be triggered as a consequence of the Reverse
Split. The Articles of Incorporation or Bylaws do not address any consequence
of
the Reverse Split.
CERTAIN
FEDERAL INCOME TAX CONSEQUENCES
The
following summary of certain material federal income tax consequences of
the
Reverse Split does not purport to be a complete discussion of all of the
possible federal income tax consequences and is included for general information
only. Further, it does not address any state, local, foreign or other income
tax
consequences, nor does it address the tax consequences to stockholders that
are
subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. The discussion
is
based on the United States federal income tax laws as of the date of this
Information Statement. Such laws are subject to change retroactively as well
as
prospectively. This summary also assumes that the shares of Common Stock
are
held as "capital assets," as defined in the Internal Revenue Code of 1986,
as
amended. The tax treatment of a stockholder may vary depending on the facts
and
circumstances of such stockholder.
EACH
STOCKHOLDER IS URGED TO CONSULT WITH SUCH STOCKHOLDER'S TAX ADVISOR WITH
RESPECT
TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.
No
gain
or loss should be recognized by a stockholder as a result of the Reverse
Split;
provided, however, any whole shares received in lieu of fractional shares
may
result in a taxable gain or loss. The aggregate tax basis of the shares received
in the Reverse Split will be the same as the stockholder's aggregate tax
basis
in the shares exchanged. The stockholder's holding period for the shares
received in the Reverse Split will include the period during which the
stockholder held the shares surrendered as a result of the Reverse Split.
THE
CYBER GROUP's views regarding the tax consequences of the Reverse Split are
not
binding upon the Internal Revenue Service or the courts, and there is no
assurance that the Internal Revenue Service or the courts would accept the
positions expressed above. The state and local tax consequences of the Reverse
Split may vary significantly as to each stockholder, depending on the state
in
which such stockholder resides.
The
Reverse Split will be implemented by filing a Certificate of Change with
the
Secretary of State of the State of Nevada, a form of which is attached as
Exhibit A to the resolution set forth as Exhibit 1. Under Federal securities
laws, THE CYBER GROUP cannot file the Certificate of Change until at least
20
days after the mailing of this Information Statement.
ACTION
II
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO DECREASE THE AUTHORIZED
SHARES
The
Board
and the consenting stockholders have also adopted and approved an amendment
to
decrease the number of its authorized shares of Common Stock from 500,000,000
to
50,000,000 shares (the “Authorized Share Amendment”) after the 1 for 397 Reverse
Split discussed in Action I above. The amendment was adopted to
be
consistent with the Reverse Split.
The par
value of each such share of common stock shall be $0.001 per share. The text
of
the resolutions approving the amendment is attached hereto as Exhibit
1.
The
Authorized Share Amendment will be implemented by filing an Certificate of
Amendment with the Secretary of State of the State of Nevada, a form of which
is
attached as Exhibit B to the resolution set forth as Exhibit A. Under federal
securities laws, THE CYBER GROUP cannot file the Certificate of Amendment
until
at least 20 days after the mailing of this Information Statement.
As
of the
record date, the authorized number of shares of THE CYBER GROUP’s Common Stock
is 500,000,000, of which 500,000,000 shares are outstanding. The reduction
in
authorized shares will not be directly proportional to the reverse stock
split.
If the number of authorized shares were to be reduced by the same 1 for 397
ratio as the reverse stock split, we would be left with no authorized shares
of
common stock because all of the 500,000,000 of authorized shares are also
currently issued and outstanding. Thus if the number of authorized shares
were
reduced at the same 1 for 397 ratio, there would 1,259,446 authorized shares
of
common stock and 1,259,446 shares of issued and outstanding common stock.
Instead, the Board has determined to reduce the number of authorized shares
from
500,000,000 to 50,000,000, or a ratio of 1 for 10. The Board believes that
additional authorized shares are needed to provide the Company adequate
flexibility to engage in future capital raising transactions, acquisitions
or
other transactions which might require the issuance of Common Stock. If we
are
authorized to issue 50,000,000 shares of Common Stock, then we will be able
to
issue approximately an additional 48,740,554 shares of Common Stock after
the
Reverse Split, which will result in the current 500,000,000 issued and
outstanding shares common stock to be converted into 1,258,446 shares.
We
have
no current plans to issue any of the additional authorized but unissued shares
of Common Stock that will become available as a result of the filing of the
Authorized Share Amendment other than the issuance of common stock to convert
the 48,000,000 issued and outstanding shares Series B Preferred Shares into
common stock. Per the conversion rights set forth in the Certificate of
Designation for the Series B Preferred shares, as soon as an amendment to
the
Company’s Articles of Incorporation is filed that creates sufficient authorized
shares of common stock to permit full conversion of all 48,000,000 Series
B
Preferred Shares, then all of the Series B Preferred Shares will be
automatically converted into common stock so that all 48,000,000 Series B
Preferred Shares equals 89.5% of the total issued and outstanding common
stock.
Thus, after the Reverse Split, the total number of issued and outstanding
shares, which will be 1,259,446, will represent 10.5% of the total issued
and
outstanding common stock. Since the Series B Preferred shares must equal
89.5%
of the total and issued and outstanding shares of common stock, the Series
B
Preferred shares must be converted into 10,735,276 shares of common stock.
Thus,
after the Reverse Split, the Authorized Share Amendment, and the issuance
of
stock to convert all of the Series B Preferred Shares, there will be 11,994,722
issued and outstanding shares of common stock and there will still be 38,005,278
shares remaining authorized shares of common stock available.
After
the
Reverse Split, the Authorized Share Amendment and the conversion of the Series
B
Preferred Shares, the Board and the consenting stockholders believe that
additional authorized shares of Common Stock available can be issued for
raising
of additional equity capital or other financing activities, stock dividends
or
the exercise of stock options. The future issuance of additional shares of
Common Stock on other than a pro rata basis to existing stockholders will
dilute
the ownership of the current stockholders, as well as their proportionate
voting
rights.
Although
this action is not intended to have any anti-takeover effect and is not part
of
any series of anti-takeover measures contained in any debt instruments or
the
Articles of Incorporation or the Bylaws of THE CYBER GROUP in effect on the
date
of this Information Statement, THE CYBER GROUP stockholders should note that
the
availability of additional authorized and unissued shares of common stock
could
make any attempt to gain control of THE CYBER GROUP or the Board more difficult
or time consuming and that the availability of additional authorized and
unissued shares might make it more difficult to remove management. Although
the
Board currently has no intention of doing so, shares of common stock could
be
issued by the Board to dilute the percentage of common stock owned by a
significant stockholder and increase the cost of, or the number of, voting
shares necessary to acquire control of the Board or to meet the voting
requirements imposed by Nevada law with respect to a merger or other business
combination involving THE CYBER GROUP.
Following
the Reverse Stock Split and the Authorized Share Amendment, the number of
shares
of THE CYBER GROUP’s common stock will be as follows (subject to slight
adjustment for rounding of fractional shares):
|
|
Common
Stock Outstanding
|
|
Authorized
Common Stock
|
Pre
Reverse Split
|
|
500,000,000
|
|
500,000,000
|
|
|
|
|
|
1
for 397 Reverse Split
and
Authorized Shares Amendment
|
|
1,259,446
|
|
50,000,000
|
|
|
|
|
|
After
Conversion of 48,000,000 shares of Series B Convertible Preferred
Stock
(1)
|
|
11,994,722
|
|
50,000,000
|
(1)
The
48,000,000 issued and outstanding shares of Series B Convertible Preferred
Stock
will convert into 10,735,276 shares of the Company’s common stock.
ACTION
3
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO
CHANGE
THE NAME
The
Board
and the consenting stockholders unanimously adopted and approved an amendment
to
THE CYBER GROUP’s Articles of Incorporation to change THE CYBER GROUP’s name to
Skystar Bio-Pharmaceutical Company.
The
amendment will be referred to in this Information Statement as the “Amendment.”
The text of the Amendment is attached to this Information Statement as Exhibit
B
to Exhibit 1 and the text of the resolutions approving the name change are
attached to this Information Statement as Exhibit 1. The Amendment will become
effective once it is filed with the Secretary of State of Nevada. Under federal
securities laws, THE CYBER GROUP cannot file the Amendment until at least
20
days after mailing this Information Statement to our stockholders.
The
Board
and the consenting stockholders believe that the Name Change is in THE CYBER
GROUP’s best interest because it better reflects its current operations and
business strategy. Upon filing the Amendment, THE CYBER GROUP’s name will change
to Skystar Bio-Pharmaceutical Company.
EXHIBIT
1
AUTHORIZED
SHARE AMENDMENT
JOINT
WRITTEN CONSENT
OF
THE
BOARD
OF DIRECTORS
AND
MAJORITY
STOCKHOLDERS
OF
THE
CYBER GROUP NETWORK CORPORATION
a
Nevada Corporation
The
undersigned, being all of the members of the Board of Directors and the holder
of at least a majority of the outstanding capital stock of The Cyber Group
Network Corporation, a Nevada corporation (the “Corporation”), acting pursuant
to the authority granted by Sections 78.207, 78.385, 78.390, 78.315 and 78.320
of the Nevada General Corporation Law, and the By-Laws of the Corporation,
do
hereby adopt the following resolutions by written consent as of December
19,
2005:
AMENDMENT
TO ARTICLES OF INCORPORATION
(1
FOR 397 REVERSE STOCK SPLIT & DECREASE OF
AUTHORIZED
COMMON SHARES)
WHEREAS,
the
undersigned have determined, after reviewing the number of currently issued,
outstanding shares of the Corporation, that it is in the best interests of
the
Corporation and its stockholders that: each three hundred and ninety seven
(397)
issued and outstanding shares of common stock of the Corporation (“Common
Stock”) be changed and converted into one (1) share of Common Stock (the
“Reverse Stock Split”); and (ii) the authorized shares of capital stock of the
Corporation be decreased to 100,000,000 shares, the authorized shares of
common
stock of the Corporation to be decreased to 50,000,000 shares and the authorized
shares of preferred stock of the Corporation shall remain the same at 50,000,000
shares (“Authorized Shares Amendment”), as set forth in the Certificate of
Change Pursuant to NRS 78.209 attached hereto as Exhibit
“A”
(the
“Certificate of Change”);
WHEREAS,
the
Board has approved in advance that this action may be taken by written consent
of the stockholders in lieu of a special meeting of the
stockholders;
WHEREAS,
subject
to and in compliance with Rule 10b-17 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), it is deemed to be in the best
interests of the Corporation and its stockholders that a record date of on
or
about January ___, 2006 (the “Record Date”) be set for the Reverse Stock Split
and the Authorized Shares Amendment;
NOW,
THEREFORE, BE IT RESOLVED,
that,
subject to and in compliance with the Exchange Act, the Corporation shall
file
the Certificate of Change and each three hundred and ninety seven (397) issued
and outstanding shares of the Corporation’s Common Stock be changed and
converted into one (1) share of Common Stock on and as of the Record Date
and
the authorized shares of capital stock of the Corporation shall be decreased
to
100,000,000 shares, the authorized shares of common Stock of the Corporation
shall be decreased to 50,000,000 shares and the authorized shares of Preferred
Stock of the Corporation shall remain 50,000,000 shares;
RESOLVED
FURTHER,
that no
fractional shares will be issued in connection with the Reverse Stock Split
and
that any fractional share that would have resulted because of the Reverse
Stock
Split will be rounded to the next whole share.
RESOLVED
FURTHER,
that
any officer of the Corporation, acting alone, be and hereby is authorized,
empowered and directed, for and on behalf of the Corporation, to execute
and
file with the Securities and Exchange Commission a Schedule 14C Information
Statement (the “Schedule 14C”) informing the stockholders of the Corporation who
are not signatory hereto of the action taken hereby;
RESOLVED
FURTHER,
that,
upon effectiveness of the Schedule 14C, any executive officer of the
Corporation, acting alone, be and hereby is authorized, empowered and directed,
for and on behalf of the Corporation, to execute and file with the Secretary
of
State of the State of Nevada the Certificate of Amendment, in accordance
with
applicable law;
RESOLVED
FURTHER,
that,
subject to the foregoing, the Corporation’s Chief Executive Officer, acting
alone, be and hereby is authorized, empowered and directed, for and on behalf
of
the Corporation, to direct the Corporation’s transfer agent to record the
appropriate number of shares held by each stockholder after giving effect
to the
Reverse Stock Split, and, if requested, to issue replacement stock certificates
to each such requesting stockholder representing the number of shares to
which
each such stockholder is entitled after giving effect to the Reverse Stock
Split;
RESOLVED
FURTHER,
that
the Corporation’s Chief Executive Officer, acting alone, be and hereby is
authorized, empowered and directed, for and on behalf of the Corporation,
to
take such further action and execute and deliver any additional agreements,
instruments, certificates, filings or other documents and to take any additional
steps as such officer deems necessary or appropriate to effectuate the purposes
of the foregoing resolutions;
RESOLVED
FURTHER,
that
any action or actions heretofore taken by any officer of the Corporation
for and
on behalf of the Corporation in connection with the foregoing resolutions
are
hereby ratified and approved as the actions of the Corporation.
AMENDMENT
TO ARTICLES OF INCORPORATION
(NAME
CHANGE)
WHEREAS,
it is
proposed that the Corporation amend its Articles of Incorporation to change
the
name of the Corporation to “Skystar Bio-Pharmaceutical Company;”
NOW,
THEREFORE, BE IT RESOLVED,
that
the Articles of Incorporation of the Corporation be amended as set forth
in the
Certificate of Amendment (attached as Exhibit “B” hereto);
RESOLVED
FURTHER,
that
the Certificate of Amendment be, and hereby is, approved and adopted in all
material respects;
RESOLVED
FURTHER,
that
any officer of the Corporation, acting alone, be and hereby is authorized,
empowered and directed, for and on behalf of the Corporation, to execute
and
file with the Securities and Exchange Commission a Schedule 14C Information
Statement (the “Schedule 14C”) informing the stockholders of the Corporation who
are not signatory hereto of the action taken hereby;
RESOLVED
FURTHER,
that,
upon effectiveness of the Schedule 14C, any officer of the Corporation, acting
alone, be and hereby is authorized, empowered and directed, for and on behalf
of
the Corporation, to execute and file with the Secretary of State of the State
of
Nevada the Certificate of Amendment, in accordance with applicable law;
RESOLVED
FURTHER,
that
any officer of the Corporation, acting alone, be and hereby is authorized,
empowered and directed, for and on behalf of the Corporation, to take such
further action and execute and deliver any additional agreements, instruments,
certificates, filings or other documents and to take any additional steps
as any
such officer deems necessary or appropriate to effectuate the purposes of
the
foregoing resolutions;
RESOLVED
FURTHER,
that
any action or actions heretofore taken by any officer of the Corporation
for and
on behalf of the Corporation in connection with the foregoing resolutions
are
hereby ratified and approved as the actions of the Corporation.
[REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY]
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
Joint
Written Consent 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.
MAJORITY
STOCKHOLDERS:
UPFORM
GROUP LIMITED
/s/
Weibing Lu
____________________________
By:
Weibing Lu
Its:
Chairman
Shares:
22,627,192 Shares of Series B Convertible Preferred Stock
Date:
December 19, 2005
|
DIRECTORS:
/s/
R.
Scott Cramer
____________________________
R.
Scott Cramer
Date:
December 19, 2005
/s/
Steve
Lowe
____________________________
Steve
Lowe
Date:
December 19, 2005
|
CLEVER
MIND INTERNATIONAL LIMITED
/s/
Wei
Wen
____________________________
By:
Wei Wen
Its:
Chairman
Shares:
20,009,679 Shares of Series B Convertible Preferred Stock
Date:
December 19, 2005
|
|
/s/
R.
Scott Cramer
____________________________
R.
Scott Cramer
Shares:
231,144,289 of Common Stock
Date:
December 19, 2005
|
|
/s/
Steve
Lowe
____________________________
Steve
Lowe
Shares:
74,798,819 of Common Stock
Date:
December 19, 2005
|
|
EXHIBIT
A
CERTIFICATE
OF CHANGE PURSUANT TO NRS 78.209
FOR
NEVADA PROFIT CORPORATIONS
1.
Name
of corporation: THE CYBER GROUP NETWORK CORPORATION.
2.
The
board of directors has adopted a resolution pursuant to NRS 78.207 and has
obtained the required approval of the stockholders.
3.
The
current number of authorized shares and the par value, if any, of each class
or
series, if any, of shares before the change: 550,000,000 shares of capital
stock
of which 500,000,000 shares shall be common stock, $0.001 par value and
50,000,000 shares shall be preferred stock, $0.001 par value.
4.
The
number of authorized shares and the par value, if any, of each class or series,
if any, of shares after the change: 100,000,000 shares of capital stock of
which
50,000,000 shares shall be common stock, $0.001 par value and 50,000,000
shares
shall be preferred stock, $0.001 par value.
5.
The
number of shares of each affected class or series, if any, to be issued after
the change in exchange for each issued share of the same class or series:
1/397
(397 for 1).
6.
The
provisions, if any, for the issuance of fractional shares, or for the payment
of
money or the issuance of scrip to stockholders otherwise entitled to a fraction
of a share and the percentage of outstanding shares affected thereby: Fractional
shares will be rounded up to the nearest whole share. The percentage of
outstanding shares that will be affected thereby is 45.45%.
7.
Effective date of filing (optional):
______________________________________
8.
Officer Signature:
___________________________________________________
Signature Title
EXHIBIT
B
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: THE CYBER GROUP NETWORK CORPORATION
2. The
articles have been amended as follows (provide article numbers, if
available):
ARTICLE
1
is hereby deleted in its entirety and the following ARTICLE 1 is substituted
in
lieu thereof:
“The
name
of the company shall be Skystar Bio-Pharmaceutical Company.”
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: 85.92%
4. Effective
date of filing (optional): ____________________
5. Officer
Signature (required): ________________________