meg_def14c-042111.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
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
Media Exchange Group, Inc. f/k/a China Wireless Communications, Inc.
(Name of Registrant as Specified in its Charter)
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[ ] 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.
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Media Exchange Group, Inc.
f/k/a/China Wireless Communications, Inc.
101 Church Street, Suite 14
Los Gatos, CA 95030
NOTICE OF ACTION BY
WRITTEN CONSENT OF STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
NOTICE IS HEREBY GIVEN that the holders of more than a majority of the outstanding voting capital stock of Media Exchange Group, Inc. f/k/a China Wireless Communications, Inc., a Nevada corporation (the “Company” “we”, “us,” or “our”), have approved the following action without a meeting of stockholders pursuant to the applicable provisions of the Nevada Revised Statutes:
The approval of an amendment to our articles of incorporation to effect a 500-to-1 reverse stock split.
The action will become effective on the 20th day after this Information Statement is mailed to our stockholders.
The enclosed information statement contains information pertaining to the matters acted upon.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
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By order of the Board of Directors:
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/s/ Joseph R. Cellura
Joseph R. Cellura
Chairman and Chief Executive Officer
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April 21, 2011
Media Exchange Group, Inc.
f/k/a/China Wireless Communications, Inc.
101 Church Street, Suite 14
Los Gatos, CA 95030
INFORMATION STATEMENT
Action by Written Consent of Stockholders
GENERAL INFORMATION
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND US A PROXY
This information statement is being furnished in connection with the action by written consent of stockholders taken without a meeting of a proposal to approve the actions described in this information statement. We are mailing this information statement to our stockholders on or about April 21, 2011.
What action was taken by written consent?
We obtained stockholder consent for the approval of an amendment to our articles of incorporation, to effect a 500-to-1 reverse stock split.
How many shares of voting capital stock were outstanding on March 31, 2011?
On March 31, 2011, the date we received the consent of the holders of more than a majority of the outstanding shares, there were [249,460,762] shares of common stock outstanding and 150,000 shares of Series A Super Majority Voting Preferred Stock outstanding. The preferred stock votes together with the common stock as one class on an “as converted” basis and was, at March 31, 2011, convertible into an aggregate of 1,500,000 shares of common stock.
What vote was obtained to approve the amendment to the articles of incorporation described in this information statement?
We obtained the approval of the holders of approximately 100% of our outstanding shares of preferred stock that were entitled to give such consent. Our stockholder, Joseph Cellura, collectively owns approximately 100% of our outstanding preferred shares. The preferred stock represents approximately 64.28% of the votes entitled to be cast by the holders of our voting capital stock.
Who is paying the cost of this information statement?
We will pay for preparing, printing and mailing this information statement. Our costs are estimated to be approximately $10,000.00.
AMENDMENT TO THE ARTICLES OF INCORPORATION TO EFFECT
500-TO-1 REVERSESTOCK SPLIT
Our board of directors and the holders of a majority of our outstanding shares of voting capital stock have approved an amendment to our articles of incorporation to effect a 500-to-1 reverse stock split. The reverse split will become effective upon the filing of the amendment to the articles of incorporation with the Secretary of State of the State of Nevada. We will file the amendment to our articles of incorporation to effect the reverse stock split approximately (but not less than) 20 days after this Information Statement is mailed to stockholders.
The amendment to the articles of incorporation of incorporation will effect a 500-to-1 reverse split in our outstanding common stock, par value $0.001 per share, but will not amend or have any effect upon our authorized common stock. As a result of the reverse split, each 500 shares of common stock (the “Old Shares”) will become and be converted into one share of common stock (the “New Shares”), with stockholders who would receive a fractional share to receive such additional fractional share as will result in the holder having a whole number of shares.
As a result of the reverse split, the number of shares of common stock issued and outstanding will decrease from 249,460,762 to approximately 498,921. Since additional fractional shares may be issued in order to round up fractional shares, we do not know the exact number of New Shares that will be outstanding after the reverse split.
Reasons for the Reverse Stock Split
We are actively seeking acquisition candidates and believe that the reverse stock split will rationalize the capital structure and aid in attracting suitable target companies as well as effectuating any related transaction. In addition, our common stock has traded at very low prices for a prolonged period of time. We believe that the reverse stock split will increase the per share stock price. We believe that if we are successful in maintaining a higher stock price, the stock will generate greater interest among professional investors and institutions. If we are successful in generating interest among such entities, we anticipate that our common stock would have greater liquidity and a stronger investor base.
In evaluating the reverse stock split, our Board of Directors also took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels. The Board, however, determined that these negative factors were outweighed by the potential benefits.
Potential Effects of the Reverse Stock Split
The immediate effect of a reverse stock split will be to reduce the number of shares of common stock outstanding, and to increase the trading price of the common stock. However, the effect of any reverse stock split upon the market price of the common stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances is varied. We cannot assure you that the trading price of our common stock after the reverse stock split will rise in exact proportion to the reduction in the number of shares of the common stock outstanding as a result of the reverse stock split. Also, as stated above, we cannot assure you that a reverse stock split will lead to a sustained increase in the trading price of the common stock. The trading price of the common stock may change due to a variety of other factors, including our operating results, other factors related to our business, and general market conditions.
Effect on Ownership by Individual Shareholders
The New Shares issued pursuant to the reverse stock split will be fully paid and non-assessable. All New Shares will have the same voting rights and other rights as the Old Shares, and will vote on a one-share-vote basis. Our stockholders do not have preemptive rights to acquire additional shares of common stock. The reverse stock split will not alter any shareholder’s percentage interest in our equity, except to the extent that the reverse stock split results in any of our stockholders owning a fractional share, which will be rounded up to the next whole number of shares.
Effect on Options, Warrants and other Securities
All outstanding options, warrants, notes, debentures and other securities entitling their holders to purchase shares of common stock will be adjusted as a result of the reverse stock split, as required by the terms of these securities. In particular, the conversion ratio for each instrument will be reduced, and the exercise price, if applicable, will be increased, in accordance with the terms of each instrument and based on the 1-for-500 ratio.
Other Effects on Outstanding Shares
As stated above, the rights of the outstanding shares of common stock will remain the same after the reverse stock split.
The reverse stock split may result in some shareholders owning “odd-lots” of less than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.
Our common stock is currently registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we are subject to the periodic reporting and other requirements of the Exchange Act. The reverse stock split will not affect the registration of the our common stock under the Exchange Act.
Authorized Shares of Common Stock
The reverse stock split will not change the number of authorized shares of our common stock under our articles of incorporation, as amended. Because the number of issued and outstanding shares of common stock will decrease, the number of shares of common stock remaining available for issuance will increase. Under our articles of incorporation, as amended, our authorized capital stock consists of 250,000,000 shares of common stock, $0.001 par value per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.
Fractional Shares
We will not issue fractional shares in connection with the reverse stock split. Instead, any fractional share resulting from the reverse stock split will be rounded up to the nearest whole share.
Accounting Consequences
The par value of the common stock will remain unchanged at $0.001 per share after the reverse stock split. Also, our capital account will remain unchanged, and we do not anticipate that any other accounting consequences will arise as a result of the reverse stock split.
Federal Income Tax Consequences
We believe that the United States federal income tax consequences of the reverse stock split to holders of common stock will be as follows:
(i) Except as explained in (v) below with respect to fractional shares, no income gain or loss will be recognized by a shareholder on the surrender of the current shares or receipt of the certificate representing new post-split shares.
(ii) Except as explained in (v) below with respect to fractional shares, the tax basis of the New Shares will equal the tax basis of the Old Shares exchanged therefore.
(iii) Except as explained in (v) below, the holding period of the New Shares will include the holding period of the Old Shares if such Old Shares were held as capital assets.
(iv) The conversion of the Old Shares into the New Shares will produce no taxable income or gain or loss to us.
(v) The federal income tax treatment of the receipt of the additional fractional interest by a shareholder is not clear and may result in tax liability not material in amount in view of the low value of such fractional interest.
Our opinion is not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will accept the positions expressed above.
THE FOREGOING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE A TAX OPINION. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE STOCKHOLDER MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.
Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates
The reverse stock split will be implemented by filing an amendment to our articles of incorporation with the Secretary of State of the State of Nevada, in the form of Appendix A hereto, and the reverse stock split will become effective on the date of the filing. We have obtained a new CUSIP number for the New Shares effective at the time of the reverse split: 58441E 104.
As of the effective date of the reverse stock split, each certificate representing shares of common stock before the reverse stock split will be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of common stock resulting from the reverse stock split. All options, warrants, convertible debt instruments and other securities will also be automatically adjusted on the effective date.
We anticipate that our transfer agent will act as the exchange agent for purposes of implementing the exchange of stock certificates. As soon as practicable after the effective date, shareholders and holders of securities convertible into our common stock will be notified of the effectiveness of the reverse split. Shareholders of record will receive a letter of transmittal giving them the option, in their sole discretion, to surrender their stock certificates for stock certificates reflecting the adjusted number of shares as a result of the reverse stock split. Persons who hold their shares in brokerage accounts or “street name” will not be required to take any further actions to affect the exchange of their certificates. Instead, the holder of the certificate will be contacted.
No new certificates will be issued to a shareholder unless and until the shareholder has surrendered the shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Until surrender, each certificate representing shares before the reverse stock split will continue to be valid and will represent the adjusted number of shares based on the exchange ratio of the reverse stock split, rounded up to the nearest whole share. Shareholders should not destroy any stock certificate and should not submit any certificates until they receive a letter of transmittal.
Description of the Company’s Capital Stock
Our authorized capital consists of 250,000,000 shares of common stock and 1,000,000 shares of Preferred Stock, of which 1,000,000 shares have been designated as Series A Super Majority Voting Preferred Stock. At the close of business on April 21, 2011, we had 249,460,762 shares of Common Stock issued and outstanding, 150,000 shares of Series A Preferred Stock issued and outstanding. Each share of common stock entitles its record holder to one vote. Each share of Preferred stock entitles the record holder to 3,000 votes.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of April 4, 2011, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. An asterisk indicates beneficial ownership of less than 1% of the outstanding common stock. Except as otherwise indicated, each of the shareholders listed below has sole voting and investment power over the shares beneficially owned.
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Name and Address of Beneficial Owner(1)
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Amount and
Nature of
Beneficial
Ownership(2)
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Approximate
Title of
Percent Of
Class
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Joseph R. Cellura (1)
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(1)
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Mr. Cellura owns 150,000 shares of preferred stock.
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Forward-Looking Statements and Information
This Information Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify our forward-looking statements by the words “expects,” “projects,” “believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates” and similar expressions. The forward-looking statements are based on management’s current expectations, estimates and projections about us. We caution you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements.
You should rely only on the information we have provided in this Information Statement. We have not authorized any person to provide information other than that provided herein. We have not authorized anyone to provide you with different information. You should not assume that the information in this Information Statement is accurate as of any date other than the date on the front of the document.
Where You Can Find More Information About Us
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. Copies of these materials may also be obtained by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
Appendix A
Certificate of Amendment to Articles of Incorporation
of
Media Exchange Group, Inc.
1. Name of corporation:
Media Exchange Group, Inc. f/k/a China Wireless Communications, Inc.
2. The articles have been amended as follows:
Upon the filing of this certificate of amendment, the corporation shall effect a one-for-500 reverse split whereby each share of common stock, par value $0.001 per share shall, without any action on the part of the holder, become and be converted into 1/500 shares of common stock, par value $0.001 per share. In connection with the reverse split, no fractional shares shall be issued. In lieu of fractional shares, each holder who would otherwise be entitled to receive fractional shares of new common stock, will, upon surrender of the certificates representing shares of old common stock, receive such additional fractional share as will result in the holder having a whole number of shares.
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:
The amendment was approved by the written consent of stockholders holding 150,000 shares of the corporation’s Series A Super Majority Voting Preferred stock, which constituted approximately 100% of the 150,000 shares of the corporation’s preferred stock issued and outstanding as of April 4, 2011. Such shares represent 64.28% of the outstanding securities of the corporation entitled to vote on such matter.
4. Effective date of filing (optional):
5. Officer Signature (required):
/s/ Joseph R. Cellura, CEO
Joseph R. Cellura, CEO
Date: 4/21/11