Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Schedule
14 F -1
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
Yasheng Eco-Trade
Corporation
(Exact
name of registrant as specified in its corporate charter)
Commission
File No.: 000-53704
|
Delaware
(State
or other jurisdiction of
incorporation
or organization
)
|
13-3696015
(I.R.S.
Employer Identification No.)
|
1061 ½ N
Spaulding
Los
Angeles, CA 90046
(Address
of principal executive offices )
(323)
822-1750
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Approximate
Date of Mailing: June 1, 2010
YASHENG
ECO-TRADE CORPORATION
1061
½ N Spaulding
Los
Angeles, CA 90046
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
THIS INFORMATION STATEMENT
IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH
ANY VOTE OF THE STOCKHOLDERS OF YASHENG
ECO-TRADE CORPORATION
Schedule
14f-1
You
are urged to read this Information Statement carefully and in its entirety.
However, you are not required to take any action in connection with this
Information Statement. References throughout this Information
Statement to “Company,” “Yasheng”, Corporation”, “we,” “us.”, and “our” are to
Yasheng Eco-Trade Corporation, a Delaware corporation.
INTRODUCTION
This
Information Statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act ”) and
Rule 14f-1 promulgated thereunder, in connection with proposed changes in a
majority of the membership of our board of directors (the “ Board ”) as a result
of the Settlement Agreement as described below. The date of this
Information Statement is June 1, 2010.
This
Information Statement was filed with the Securities and Exchange Commission (the
“SEC”) on June
1, 2010 and is being mailed to our stockholders of record as of May 27, 2010.
The mailing date of this Information Statement will be on or about June 1, 2010.
On the tenth (10th) day
after this Information Statement has been distributed to the stockholders, the
director designees named herein will be appointed to the Board (the “Effective
Date”).
Pursuant
to the Settlement Agreement (as disclosed on the Company latest form 10-K)
entered between the Company and Trafalgar Capital Specialized Investment Fund
S.I.F and Trafalgar Capital SARL (collectively, “Trafalgar”) pursuant to which
the Company is obligated to exchange the outstanding Convertible Note owed to
Trafalgar into $3,000,000 face value of Series E Convertible Preferred Shares
and all of our directors are required to resign as members of our board, with
such resignation to be effective on the Effective Date. In connection
therewith, our Board nominated Andre Lauzier, Jeffrey Sternberg, William
Lieberman and Gerry Weinstein to become Board members as of the Effective Date
and our existing board members, Yossi Attia, Gerald Schaffer and Stewart Reich
have resigned as of the Effective Date.
No action
is required by our stockholders in connection with this Information
Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder, requires the mailing to our stockholders of the
information set forth in this Information Statement at least ten (10) days prior
to the date a change in a majority of our directors occurs (otherwise than at a
meeting of our stockholders).
THIS
INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE SECURITIES EXCHANGE
ACT AND RULE 14F-1 PROMULGATED THEREUNDER IN CONNECTION WITH THE APPOINTMENT OF
OUR DIRECTOR DESIGNEE TO THE BOARD. NO ACTION IS REQUIRED BY OUR STOCKHOLDERS IN
CONNECTION WITH THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.
SETTLEMENT
AGREEMENT BETWEEN THE COMPANY AND TRAFALGAR
The
Company entered into a Securities Purchase Agreement (the “Agreement”) with on
September 25, 2008 for the sale of up to $2,750,000 in convertible notes (the
“Notes”). Pursuant to the terms of the Agreement, the Company and
Trafalgar closed on the sale and purchase of $1,600,000 in Note on September 25,
2008 and on a second financing for $400,000 in Note on October 28, 2008, with
escrow instruction to be closed on October 1, 2008, and October 30
respectively. The Notes bear interest at 8.5% with such interest
payable on a monthly basis with the first two payments due at closing. The Notes
are due in full in September 2010. In the event of default, the Buyer may elect
to convert the interest payable in cash or in shares of common stock at a
conversion price using the closing bid price of when the interest is due or
paid. The Notes are convertible into our common stock, at the Buyer’s option, at
a conversion price equal to 85% of the volume weighted average price for the ten
days immediately preceding the conversion but in no event below a price of $2.00
per share. If on the conversion or redemption of the Notes, the Euro to US
dollar spot exchange rate (the “Exchange Rate”) is higher that the Exchange Rate
on the closing date, then the number of shares shall be increased by the same
percentage determined by dividing the Exchange Rate on the date of conversion or
redemption by the Exchange Rate on the closing date. We are required to redeem
the Notes starting on the fourth month in equal installments of $56,000 with a
final payment of $480,000 with respect to the initial funding of $1,600,000. We
are also required to pay a redemption premium of 7% on the first redemption
payment, which will increase 1% per month. We may prepay the Notes in advance,
which such prepayment will include a redemption premium of 15%. In the event we
close on a funding in excess of $4,000,000, the Buyer, in its sole election, may
require that we redeem the Notes in full. On any principal or interest repayment
date, in the event that the Euro to US dollar spot exchange rate is lower than
the Euro to US dollar spot exchange rate at closing, then we will be required to
pay additional funds to compensate for such adjustment.
On April
14, 2009, the Company filed a complaint in Superior Court of California, County
of Los Angeles (Case No. BC 411768) against Trafalgar and its affiliates (which
was served on June 5, 2009 via registered mail and on September 10, 2009 in
personal service), alleging breach of contract and fraud and alleged damages in
the amount of $30,000,000. On or about August 2008, Trafalgar
obtained a default judgment against the Company in a lawsuit brought by
Trafalgar (but never served on the Company) in Florida (Case No. 09-60980) for
$2,434,196.06. The Company appealed the Florida judgment, based on non-service
and its appeal was granted on April 9, 2010 resulting in the judgment being
vacated.
Pursuant
to the Settlement Agreement entered between the Company and Trafalgar, the
Company is required to exchange the outstanding Convertible Note owed to
Trafalgar into $3,000,000 face value of Series E Convertible Preferred Shares
(the “Series E Shares”) and all of our directors resigned as members of our
board, with such resignation to be effective on the Effective
Date. The Series E Shares mature in 30 months, accrue dividends at
7%, may be redeemed by the Company at anytime and are convertible into 600
million shares of common stock of the Company by Trafalgar. Under the
terms of the settlement, Trafalgar and its nominated directors, agreed to
continue and pursue the core business of the Company – the development of an
Asian Pacific Cooperation Zone in Southern California to enhance and enable
increased trade between the United States and China.
General Business Summary of
Yasheng
Our
business plan since 1993 has been identifying, developing and operating
companies within emerging industries for the purpose of consolidation and sale
if favorable market conditions exist. Although the Company primarily focuses on
the operation and development of its core businesses, the Company pursues
consolidations and sale opportunities in a variety of different industries, as
such opportunities may present themselves, in order to develop its core
businesses as well as outside of its core business. The Company may
invest in other unidentified industries that the Company deems profitable. If
the opportunity presents itself, the Company will consider implementing its
consolidation strategy with its subsidiaries and any other business that it
enters into a transaction. In January 2009, the Company commenced the
business of development of a logistics center.
Our
mission is to develop an Asian
Pacific Cooperation Zone in Southern California to enhance and enable increased
trade between the United States and China. The facility will provide a
“Gateway to China” through a centralized location for the marketing, sales,
customer service, product completion for “Made in the USA” products and
distribution of goods imported from China. It will also promote Joint Ventures
and exporting opportunities for US companies. The importing or sourcing
materials from China has been the solution for creating significant margins for
goods sold in the United States. While many large multi-national
companies have been able to navigate and capitalize on the opportunities the
Chinese industrial complex has created, most US companies simply do not have the
resources to manage the complexities of working with companies in
China. Some of the complexities for US companies importing from China
include selecting the right manufacturer or vendor for your company, addressing
transportation, tax and customs issues and quality control and delivery
issues.
Due to
the complexities and uncertainties US companies have found trying to import
goods and services from China, our goal is to establish a centralized US based
trade center. The goal is to create a “Gateway to China” with warehouse and
office space. The warehouse will be centrally located in Southern California
with easy access to the ports of Long Beach and Los Angeles, and railways. The
warehouse will have the ability to handle both 20 and 40 foot containers
including wet, dry and cold storage. The office space will be designed to
provide US headquarters for the Chinese companies involved. One of the keys to
success for the Asian
Pacific Cooperation Zone is the ability to leverage a common infrastructure of
technology, administration and transportation to sell goods and services in the
United States. We anticipate the Cooperative zone will be utilized for
distribution, sales, marketing, warehousing, administration, customer service,
showroom display, pick and pack services as well as other value added services
that prepares products for delivery to customers.
The
business model is to facilitate the importing and exporting of goods and
services. Revenue will be generated through a number of offerings including the
lease of office space, storage space, distribution services, and administration
services along with other value added services.
Our
successful development of the logistics center includes many risks including
raising adequate funds to pay for the lease of the facility and development of
the facility of which there is no guarantee that such funds will be available,
the general state of the economy in both the United States and China and
concerns over whether the recession will continue or even possibly
deepen.
Yasheng
Group
Logistics
Center and Potential Acquisition
During
2009, the Company entered into series of agreements with Yasheng Group, Inc., a
California corporation. Yasheng Group is an agriculture conglomerate
which has subsidiaries located in the Peoples Republic of China who are engaged
in the production and distribution of agricultural, chemical and
biotechnological products to the United States, Canada, Australia, Pakistan and
various European Union countries as well as in China. Pursuant to
these series of agreements Yasheng Group agreed to transfer certain assets and
know-how for the development of a logistics center and eco-trade cooperation
zone (the “Project”) as well as sale to the company control over Yasheng
Group.
As part
of the Company due diligence and closing procedure, the Company requested that
Yasheng-BVI (allegedly Yasheng Group’s parent company) provide a current legal
opinion from a reputable Chinese law firm attesting to the fact that no further
regulatory approval from the Chinese government is required as well as other
closing conditions to close the transaction. On November
3, 2009, the Company sent Yasheng Group and Yasheng-BVI a formal letter
demanding various closing items. Yasheng Group and Yasheng-BVI did
not deliver the requested items and, on November 9, 2009 Yasheng Group and
Yasheng-BVI sent a termination notice to the Company advising that the
definitive Agreement has been terminated. The Company is presently evaluating
its options in moving forward with respect to Group based on various
letters of intent and agreements with Group regarding various matters and is
presently determining whether it should cease all activities with
Group.
As
Yasheng Group failed to enter into a definitive agreement with the Company, we
may lose a significant source of our potential clients for the logistics
center. As such, we would be required to develop additional sources
of clients and develop a significant sales force to achieve favorable
results.
Real
Estate Development and Financial Services Industries
Until
December 31, 2007, the Company’s primary focus was on the business of real
estate development and financial services industries through its wholly-owned
subsidiaries in the United States and Europe. In 2008, the Company
took the decision to discontinue its real estate operations. During 2008,
the Company sold all its real estate
properties
Mineral
Resources Industry
In 2008,
the Company’s primary focus shifted from real estate development and financial
services industries to the mineral resources industry, specifically within the
gas and oil sub-industry. On May 1, 2008, the Company entered into an Agreement
and Plan of Exchange (the “DCG Agreement”) with Davy Crockett Gas Company, LLC
(“DCG”) and its members (“DCG Members”). Pursuant to the DCG Agreement, the
Company acquired and the DCG Members sold, 100% of the outstanding membership in
DCG in exchange for 50,000,000 shares of preferred stock of the Company. The
sales price was $50 million, as calculated by the 50 million shares at an agreed
price of $1.00. On June 30, 2008, the Company formed Vortex Ocean One
LLC (“Vortex One”) with third party -, an individual ("TI"). In addition, we
assigned the four leases in Crockett County, Texas to Vortex One. As
a condition precedent to TI contributing the required funding, Vortex One
pledged all of its assets to TI including the leases. On
October 29, 2008, the Company entered into a settlement arrangement with TI,
whereby the Company agreed to transfer the 5,250 common shares previously owned
by Vortex One to TI. On November 2009 the Company and TI agreed to dissolve
all their joint venture and or partnership agreement, and TI waved any equity
interest per conversion of his equity position into a debt
holder.
Further,
in February 28, 2009, TI, as the secured lender to Vortex One, directed Vortex
One to sell the term assignments with 80% of the proceeds being delivered to TI,
as secured lender, and 20% of the proceeds being delivered to the Company – as
per the original agreement. The transaction closed on February 28,
2009 in consideration of a cash payment in the amount of $225,000, a 12 month
promissory note in the amount of $600,000 and a 60 month promissory note in the
amount of $1,500,000 (the “Notes”). TI paid $25,000 fee, and from the
net consideration of $200,000 TI paid the Company its 20% portion of $40,000 on
March 3, 2009. No relationship exists between TI, the assignee of the leases and
the Company and/or its affiliates, directors, officers or any associate of
an officer or director. As TI agreed with the Company to wave any equity
interest, the Company is the beneficiary owner of the Notes.
Due to
economic and business issues in the development of the oil and gas project in
Crockett County, Texas, the board obtained additional reserve report
for the Company’s interest in DCG and Vortex One, which report indicated that
the DCG properties as being negative in value. As a result of such report, the
world and US recessions and the depressed oil and gas prices, the board of
directors elected to dispose of the DCG property and/or desert the project in
its entirety. The Buyer of the term assignments is not performing under the
Notes, and in essence is in default. As the Notes are secured with encumbrances
on the wells, the Company did not make a reserve for doubtful debt. The Company
is presently evaluating its options in moving forward with respect to
potentially foreclose on the Notes, or negotiate terms with the Buyer, or revive
its operation in the Mineral industry.
VOTING
SECURITIES
Our
authorized capital stock consists of 400,000,000 shares of common stock, par
value $0.001 per share and 10,000,000 shares of preferred stock, par value
$0.001 per share. As of the date hereof, we have 179,709,795 shares
of common stock issued and outstanding held by approximately 119 stockholders as
of March 5, 2010 and 210,087 shares of Series C Preferred stock issued and
outstanding. Holders of the Company’s common stock are entitled to
one vote for each share on all matters submitted to a stockholder
vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common
stock voting for the election of directors can elect all of the
directors. Holders of the Company’s common stock representing a
majority of the voting power of the Company’s capital stock issued, outstanding
and entitled to vote, represented in person or by proxy, are necessary to
constitute a quorum at any meeting of stockholders. A vote by the
holders of a majority of the Company’s outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger or
an amendment to the Company’s articles of incorporation. Our board of
directors will have the right to determine the rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, of each series of preferred
stock, without shareholder approval.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information relating to the ownership of our
voting securities by (i) each person known by us be the beneficial owner of more
than five percent of the outstanding shares of our common stock, (ii) each of
our directors, (iii) each of our named executive officers, and (iv) all of our
executive officers and directors as a group. Unless otherwise indicated, the
information relates to these persons, beneficial ownership as of May 27, 2010.
Except as may be indicated in the footnotes to the table and subject to
applicable community property laws, each person has the sole voting and
investment power with respect to the shares owned.
|
Title
of Class
|
Name of Beneficial Owner (1)
|
|
Amount
of Class
Beneficially Owned
|
|
|
Percentage of
Class
|
|
|
Common
|
Yossi
Attia (2)(3)(4)
|
|
|
1,000 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
Stewart
Reich (3) (4)
|
|
|
1,000 |
|
|
|
* |
|
|
Common
|
Gerald
Schaeffer
|
|
|
0 |
|
|
|
*
|
|
|
Common
|
Alison
M. Moses
|
|
|
0 |
|
|
|
*
|
|
|
Common
|
Yasheng
Group (5)
|
|
|
50,000,000 |
|
|
|
6.41
|
% |
|
Preferred(6)
|
Trafalgar
Capital Specialized Investment Fund S.I.F
|
|
|
600,000,000 |
|
|
|
74.28 |
% |
|
|
All
executive officers and directors as a group (consisting of 4
individuals)
|
|
|
2,000 |
|
|
|
* |
|
* less than
1.00%
(1)
Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated. For purposes of this table, a person or
group of persons is deemed to have “beneficial ownership” of any shares which
such person has the right to acquire within 60 days after May 27, 2010. For
purposes of computing the percentage of outstanding shares held by each person
or group of persons named above on May 27, 2010, any security which such person
or group of persons has the right to acquire within 60 days after such date is
deemed to be outstanding for the purpose of computing the percentage ownership
for such person or persons, but is not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person.
(3) A
director of the Company.
(4)
Includes an option to purchase 1,000 shares of common stock at an exercise price
of $3.40 per share.
(5)
Yasheng Group is a publicly traded company listed on the pink
sheets. As a result, its board of directors of Yasheng has voting and
dispositive control over the securities held by it. On April 5, 2010
the Company issued a formal request to Yasheng demanding that they surrender of
the 50,000,000 shares that were issued to them, as well as reimburse the Company
for its expenses associated with the transaction in the amount of
$348,240.
(6)
Represents Series E Preferred Shares convertible into 600,000,000 shares of
common stock.
The
foregoing table is based upon 779,709,795 (179,709,795 shares of
common stock outstanding as of May 27, 2010 plus the 600,000,000 shares of
common stock issuable upon conversion of the Series E Preferred Shares held
by Convertible Trafalgar shares of 600,000,000).
CHANGE
OF CONTROL
Pursuant
to the Settlement Agreement entered between the Company and Trafalgar, the
Company is required to exchange the outstanding Convertible Note owed to
Trafalgar into $3,000,000 face value of Series E Convertible Preferred Shares
(the “Series E Shares”), which resulted in a change in
control. Further, all of our directors resigned as members of our
board, with such resignation to be effective on the Effective
Date. The Series E Shares mature in 30 months, accrue dividends at
7%, may be redeemed by the Company at anytime and are convertible into 600
million shares of common stock of the Company by Trafalgar. Under the
terms of the settlement, Trafalgar agreed to continue and pursue the core
business of the Company – the development of an Asian Pacific Cooperation Zone
in Southern California to enhance and enable increased trade between the United
States and China.
CHANGES
TO THE BOARD OF DIRECTORS
On May
27, 2010, Messrs Yossi Attia, Stewart Reich and Gerald Schaffer tendered their
resignations as directors to be effective on the tenth day following the filing
of this Information Statement with the SEC and the mailing of this Information
Statement to our stockholders (the “Effective
Date”). Additionally, our Board nominated Andre Lauzier,
Jeffrey Sternberg, William Lieberman and Gerry Weinstein to become our Board
members as of the Effective Date.
None of
the directors our Board nominated are currently members of the Board, and prior
to the Settlement Agreement did not hold any position with us and had not been
involved in any transactions with us or any of our directors, executive
officers, affiliates or associates which are required to be disclosed pursuant
to the rules and regulations of the SEC. To the best of our knowledge, none of
the appointees have ever been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, nor has ever been a party to any
judicial or administrative proceeding during the past five years, except for
matters that were dismissed without sanction or settlement, that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
The Board of Directors is comprised of
only one class. All of the directors will serve until the next annual meeting of
shareholders and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. Officers are
elected annually by the Board of Directors (subject to the terms of any
employment agreement), at its annual meeting, to hold such office until an
officer’s successor has been duly appointed and qualified, unless an officer
sooner dies, resigns or is removed by the Board. There are no family
relationships among directors and executive officers. Also provided herein are
brief descriptions of the business experience of each director and executive
officer during the past five years and an indication of directorships held by
each director in other companies subject to the reporting requirements under the
Federal securities laws.
|
Name
|
|
Age
|
|
Position with
Company
|
|
Yossi
Attia
|
|
48
|
|
Director,
Chief Executive Officer, Principal Financial Officer and
President
|
|
|
|
|
|
|
|
Stewart
Reich
|
|
66
|
|
Director
and Audit and Compensation Committees Chairman
|
|
|
|
|
|
|
|
Gerald
Schaffer
|
|
86
|
|
Director
and Audit and Compensation Committee’s
member
|
|
Alison
M. Moses
|
|
43
|
|
Secretary
(*)
|
Yossi Attia has been self
employed as a real estate developer since 2000. Mr. Attia was appointed to the
Board of Directors (“Board”) on February 1, 2005, as CEO of ERC on June 15, 2006
and as the CEO and President of the Company on August 14, 2006. Prior to
entering into the real estate development industry, Mr. Attia served as the
Senior Vice President of Investments of Interfirst Capital from 1996 to 2000.
From 1994 through 1996, Mr. Attia was a Senior Vice President of Investments
with Sutro & Co. and from 1992 through 1994. Mr. Attia served as the Vice
President of Investments of Prudential Securities. Mr. Attia received a Bachelor
of Arts (“BA”) in economics and marketing from Haifa University in 1987 and
a Masters of Business Administration (“MBA”) from Pepperdine University in
1995. Mr. Attia held Series 7 and 63 securities licenses from 1991 until 2002.
Effective March 21, 2005, Mr. Attia was appointed as a member of the Audit
Committee and the Compensation Committee. In June 2006, Mr. Attia was appointed
as the CEO of ERC. Upon his appointment as the CEO of ERC, Mr. Attia was not
considered an independent Director. Consequently, Mr. Attia resigned from all
committees. In August 2006, Mr. Attia was appointed as the CEO and President of
the Company. Upon closing the acquisition of AGL Mr. Attia was appointed as the
CEO of AGL. Mr. Yossi Attia serves as chairmen of the board of AGL.
Stewart Reich, was Chairman of
the Board since June 2004 until August 2008, was CEO and President of Golden
Telecom Inc., Russia’s largest alternative voice and data service provider as
well as its largest ISP, since 1997. In September 1992, Mr. Reich was employed
as Chief Financial Officer (“CFO”) at UTEL (Ukraine Telecommunications), of
which he was appointed President in November 1992. Prior to that, Mr. Reich held
various positions at a number of subsidiaries of AT&T Corp. Mr. Reich have
been a Director of the Company since 2002. Mr. Reich is head of the Audit and
the Compensation Committees.
Gerald Schaffer was
unanimously appointed to the Board of Directors of the Company on June 22, 2006,
as well as a member of the Audit and Compensation Committees. Mr. Schaffer has
been extensively active in corporate, community, public, and government affairs
for many years, having served on numerous governmental boards and authorities,
as well as public service agencies, including his current twenty-one year
membership on the Board of Directors for the American Lung Association of
Nevada. Additionally, Mr. Schaffer is a past member of the Clark County
Comprehensive Plan Steering Committee, as well as a former Commissioner for
Public Housing on the Clark County Housing Authority. For many years he served
as a Planning Commissioner for the Clark County Planning Commission, which
included the sprawling Las Vegas Strip. His tenure on these various governmental
entities was enhanced by his extensive knowledge of the federal government. Mr.
Schaffer is Chairman Emeritus of the Windsor Group and a founding member of both
Windsor and its affiliate - Gold Eagle Gaming. Over the years the principals of
Windsor have developed shopping and marketing centers, office complexes,
hotel/casinos, apartments, residential units and a wide variety of large land
parcels. Mr. Schaffer continues to have an active daily role in many of these
subsidiary interests. He is also President of the Barclay Corporation, a
professional consulting service, as well as the Barclay Development Corporation,
dealing primarily in commercial land acquisitions and sales. Mr. Schaffer
resides in Nevada and oversees the Company’s interest in the Verge project,
specifically with compliance and obtaining governmental licensing.
Alison M. Moses has over
15 years of senior level paralegal experience with significant experience in
corporate, finance and bankruptcy transactions and additional expertise with
filings related to the Securities and Exchange Commission Blue Sky and state,
county and local licensing and compliance regulatory agencies. Ms.
Moses began her career at Countrywide Home Loans as a Senior Licensing
Administrator in March 1992 where she remained until April of
1997. From April 1997 through July 2000, Ms. Moses worked for IndyMac
Bancorp, Inc. holding the positions of Senior Licensing Paralegal and Corporate,
Business & Finance Paralegal. From July 2000 until January 2002
Ms. Moses remained at Morgan, Lewis & Bockius LLP in the position of
Corporate, Business & Finance Paralegal. In July 2002, Ms. Moses
became Professional Legal Assistant at the law firm of O’Melveny & Myers
LLP, where she worked until August of 2005. From August 2005 through
March 2006, Ms. Moses was employed at Jones Day as a Senior Corporate Paralegal
and from the years March 2006 until September 2008 she held the title of Senior
Corporate Paralegal at the firm of Heller Ehrman LLP. In September
2008, Ms. Moses accepted a position as Senior Corporate Paralegal at the law
firm of Paul, Hastings, Janofsky & Walker LLP where she remained until
moving onto to the Law Offices of Robert M. Yaspan as a Senior Corporate &
Bankruptcy Paralegal, where she is currently employed.
*) – will
resign with the current board members.
Officer
and Directors and Director Nominees after the Effective Date
|
Name
|
|
Age
|
|
Position
|
|
William
Lieberman
|
|
34
|
|
Director
|
| |
|
|
|
|
|
Andre
Lauzier
|
|
44
|
|
Director
|
| |
|
|
|
|
|
Jeffrey
Sternberg
|
|
64
|
|
Director
|
|
|
|
|
|
|
|
Gerry
Weinstein
|
|
65
|
|
Director
|
William Lieberman Mr.
Lieberman is the former President of Trilliant Exploration Corp., a gold mining
operation with assets in southern Ecuador and nearly 200 employees in full scale
mining production with reserves of nearly 1.2 million oz. Since 2008 He worked
closely and was intimately involved in all stages of financing and development
of Trilliant Exploration and his efforts resulted in the closing of nearly $3 MM
venture capital and private equity investment. Beginning in 2005, Mr. Lieberman
served as Vice President of Resource Polymers, Inc of Toronto, Canada. Mr.
Lieberman holds a Masters in Business Administration (MBA) from Hult
International Business School, and a Bachelor of Arts in Political Science from
the University of Western Ontario. He is fluent in Spanish and has worked in
Ecuador, Costa Rica, The Bahamas, Germany, the Czech Republic, Romania and
Mexico as a former international journalist.
Andre Lauzier He has been in
the property industry for the past nine years and prior to that has held
numerous marketing positions in the automotive sector. Mr. Lauzier is fluent in
English, French and Spanish and is an active member of local industry
organizations. He also dedicates a portion of his time to various community and
charitable causes as well as those involving community youth. Mr. Lauzier has
been in the property industry for the past nine years and prior to that has held
numerous marketing positions in the automotive sector. Mr. Lauzier is fluent in
English, French and Spanish and is an active member of local industry
organizations. He also dedicates a portion of his time to various community and
charitable causes as well as those involving community youth.
Jeffrey Sternberg currently is
on the board of Trilliant Exploration – TTXP and has significant experience in
serving on public company boards. Mr. Sternberg has served on the boards of
several public companies over the past five years that include board positions
on a US public gaming company and a TSX Venture listed gold company within the
past two years. From 2004 to 2006, he served as the president of Advantage
Capital Development Corporation, a small business development company, where he
was responsible primarily for eliminating debt of client companies and managing
that company's general operations. Since 2007, Mr. Sternberg has served as an
operations manager for Trafalgar Capital.
Gerry Weinstein has been in
the automotive industry for over a decade with executive positions for both
domestic and import manufacturers. Prior to that Mr. Weinstein held executive
management positions in the industrial and textile industry for nearly 20
years.
CORPORATE
GOVERNANCE
Committees
Audit
Committee
The Audit
Committee of the Board reviews the internal accounting procedures of the Company
and consults with and reviews the services provided by our independent
accountants. The Audit Committee consists of Gerald Schaffer, Stewart Reich is
independent members of the Board. The Audit Committee held 4 meetings in
2009.
The audit
committee has reviewed and discussed the audited financial statements with
management; the audit committee has discussed with the independent auditors the
matters required to be discussed by the statement on Auditing Standards No. 61,
as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted
by the Public Company Accounting Oversight Board in Rule 3200T; and the audit
committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as adopted by the Public Company.
Compensation Committee
The
Compensation Committee of the Board performs the following: i) reviews and
recommends to the Board the compensation and benefits of our executive officers;
ii) administers the stock option plans and employee stock purchase plan; and
iii) establishes and reviews general policies relating to compensation and
employee benefits. The Compensation Committee consisted of Messrs Reich,
Schaffer. No interlocking relationships exist between the Board or Compensation
Committee and the Board or Compensation Committee of any other company. During
the past fiscal year the Compensation Committee met 4
times. .
CODE OF ETHICS
The
Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, Directors and
employees of the Company, which is currently not available on the Company’s
website. A copy of the Company’s Code of Ethics may be obtained from
the Company, free of charge, upon written request to the Company
Secretary.
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
The
following table sets forth the cash compensation (including cash bonuses) paid
or accrued and equity awards granted by us for years ended December 31, 2009 and
2008 to the Company’s CEO and our most highly compensated officers other than
the CEO at December 31, 2009 and 2008 whose total compensation exceeded
$100,000.
SUMMARY
COMPENSATION TABLE
|
Name
& Principal Position
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards($)
|
|
|
Option
Awards ($)
|
|
|
All
Other Compensation ($)
|
|
|
Total
($)
|
|
|
Yossi
Attia
|
2009
|
|
$ |
240,000 |
|
|
$ |
120,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
360,000 |
|
|
|
2008
|
|
|
240,000 |
|
|
|
120,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
360,000 |
|
|
Robin
Gorelick
|
2009
|
|
|
77,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
77,000 |
|
|
|
2008
|
|
$ |
168,000 |
|
|
|
— |
|
|
|
24,048 |
|
|
|
— |
|
|
|
— |
|
|
$ |
192,048 |
|
OUTSTANDING
EQUITY AWARDS
|
Option
Awards
|
|
Stock
Awards
|
|
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
|
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
|
|
Yossi
Attia (1)
|
|
|
1,000
|
(2) |
|
|
— |
|
|
|
— |
|
|
$ |
3.40 |
|
03/12/2011
|
|
|
--
|
(3) |
|
$ |
-- |
(3) |
|
|
— |
|
|
|
— |
|
|
(1)
|
Mr.
Attia was appointed as Chief Executive Officer of the Company on August
14, 2006.
|
|
(2)
|
On
March 22, 2005, the Company granted 1,000 options to Yossi Attia. The
stock options granted vest at the rate of 250 options on each September 22
of 2005, 2006, 2007 and 2008, respectively. The exercise price of the
options ($3.40) is equal to the market price on the date the options were
granted.
|
|
(3)
|
In
accordance with Mr. Attia’s employment agreement, Mr. Attia was entitled
to receive 111,458 shares of common stock for the first year. No shares
have been issued and Mr. Attia has waived his right to these
shares.
|
Except as
set forth above, no other named executive officer has received an equity
award.
The
following table sets forth with respect to the named Director, compensation
information inclusive of equity awards and payments made in the year end
December 31, 2009.
|
Name
|
|
Fees
Earned or Paid in Cash
|
|
|
Fees
Earned or Accrued but not Paid in Cash
|
|
|
Stewart
Reich
|
|
$ |
--- |
|
|
$ |
57,504 |
|
|
|
|
|
|
|
|
|
|
|
|
Gerald
Schaffer
|
|
|
--- |
|
|
|
50,004 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
--- |
|
|
$ |
107,508 |
|
OPTIONS/SAR
GRANTS IN LAST FISCAL YEAR
There
were no other grants of Stock Options/SAR made during the fiscal year ended
December 31, 2009.
AGGREGATED
OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES
|
Name
|
|
Shares
acquired on exercise (#)
|
|
Value
realized ($)
|
|
Number
of securities
underlying
unexercised
options/SARs
at FY-end (#)
Exercisable/
Unexercisable
|
|
|
Value
of the unexercised in the money options/SARs at FY-end ($)*
Exercisable/
Unexercisable
|
|
|
Yossi
Attia, CEO, Director
|
|
None
|
|
None
|
|
|
1,000 |
|
|
$ |
0.00 |
|
* Fair
market value of underlying securities (calculated by subtracting the exercise
price of the options from the closing price of the Company’s common stock quoted
on the OTC as of December 31, 2009, which was about $0.023 per share. None of
Mr. Attia’s options are presently in the money.
Effective
July 1, 2006, the Company entered into a five-year employment agreement with
Yossi Attia as the President and provides for annual compensation in the amount
of $240,000, an annual bonus not less than $120,000 per year, and an annual car
allowance. On August 14, 2006, the Company amended the agreement to provide that
Mr. Attia shall serve as the Chief Executive Officer of the Company for a term
of two years commencing August 14, 2006 and granting annual compensation of
$250,000 to be paid in the form of Company shares of common stock. The number of
shares to be received by Mr. Attia is calculated based on the average closing
price 10 days prior to the commencement of each employment year. Mr. Attia has
waived his rights to these shares. Upon the effective date and the resignation
of Mr. Attia, his employment agreement will be terminated.
The
Company has no pension or profit sharing plan or other contingent forms of
remuneration with any officer, Director, employee or consultant, although
bonuses are paid to some individuals.
DIRECTOR
COMPENSATION
Before
June 11, 2006, Directors who are also officers of the Company were not
separately compensated for their services as a Director. Directors who were not
officers received cash compensation for their services: $2,000 at the time of
agreeing to become a Director; $2,000 for each Board Meeting attended either in
person or by telephone; and $1,000 for each Audit and Compensation Committee
Meeting attended either in person or by telephone. Non-employee Directors were
reimbursed for their expenses incurred in connection with attending meetings of
the Board or any committee on which they served and were eligible to receive
awards under the Company’s 2004 Incentive Plan. The Board
has approved the modification of Directors’ compensation on its special meeting
held on June 11, 2006. Directors who are also officers of the Company are not
separately compensated for their services as a Director. Directors who are not
officers receive cash compensation for their services as follows: $40,000 per
year and an additional $5,000 if they sit on a committee and an additional
$5,000 if they sit as the head of such committee. Non-employee directors are
reimbursed for their expenses incurred in connection with attending meetings of
the Board or any committee on which they serve and are eligible to receive
awards under our 2004 Incentive Plan. During 2008 the Board modified its
member’s compensation to include only compensation only to committee’s member
that was appointed by the prior board, as following: each member: $4,167 per
month and chairman $4,792 per month.
STOCK
OPTION PLAN
2004
Incentive Plan
a) Stock
option plans
In 2004,
the Board of Directors established the “2004 Incentive Plan” (“the Plan”), with
an aggregate of 800,000 shares of common stock authorized for issuance under the
Plan. The Plan was approved by the Company’s Annual Meeting of Stockholders in
May 2004. In 2005, the Plan was adjusted to increase the number of shares of
common stock issuable under such plan from 800,000 shares to 1,200,000 shares.
The adjustment was approved at the Company’s Annual Meeting of Stockholders in
June 2005. The Plan provides that incentive and nonqualified options may be
granted to key employees, officers, directors and consultants of the Company for
the purpose of providing an incentive to those persons. The Plan may be
administered by either the Board of Directors or a committee of two directors
appointed by the Board of Directors (the “Committee”). The Board of Directors or
Committee determines, among other things, the persons to whom stock options are
granted, the number of shares subject to each option, the date or dates upon
which each option may be exercised and the exercise price per share. Options
granted under the Plan are generally exercisable for a period of up to ten years
from the date of grant. Incentive options granted to stockholders that hold
in excess of 10% of the total combined voting power or value of all classes of
stock of the Company must have an exercise price of not less than 110% of the
fair market value of the underlying stock on the date of the grant. The Company
will not grant a nonqualified option with an exercise price less than 85% of the
fair market value of the underlying common stock on the date of the
grant.
The
Company has granted the following options under the Plan:
On April
26, 2004, the Company granted 125,000 options to its Chief Executive Officer, an
aggregate of 195,000 options to five employees and an aggregate of 45,000
options to two consultants of the Company (which do not qualify as employees).
The stock options granted to the Chief Executive Officer vest at the rate of
31,250 options on November 1, 2004, October 1, 2005, October 1, 2006 and October
1, 2007. The stock options granted to the other employees and consultants vest
at the rate of 80,000 options on November 1, 2004, October 1, 2005 and October
1, 2006. The exercise price of the options ($4.78) was equal to the market price
on the date of grant. The options granted to the Chief Executive Officer were
forfeited/ cancelled in August 2006 due to the termination of his employment. Of
the 195,000 options originally granted to employees, 60,000 options were
forfeited or cancelled during 2005, while the remaining 135,000 options were
forfeited or cancelled in August 2006 due to termination of the five employee
contracts. 15,000 options granted to one of the consultants were also forfeited
or cancelled in April 2006 due to the termination of the consultant’s
contract.
Through
December 31, 2005, the Company did not recognize compensation expense under APB
25 for the options granted to the Chief Executive Officer and the five employees
as the options had a zero intrinsic value at the date of grant. The adoption of
SFAS 123R on January 1, 2006 resulted in a compensation charge of $36,817 and
$21,241 for the years ended December 31, 2007 and 2006,
respectively.
In
accordance with SFAS 123, as amended by SFAS 123R, and EITF Issue No. 96-18,
“Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services”, the Company
computed total compensation charges of $162,000 for the grants made to the two
consultants. Such compensation charges are recognized over the vesting period of
three years. Compensation expense for the year ended December 31, 2006 was
$9,921.
On March
22, 2005, the Company granted an aggregate of 200,000 options to two of the
Company’s Directors. These stock options vest at the rate of 50,000 options on
each September 22 of 2005, 2006, 2007 and 2008, respectively. The exercise price
of the options ($3.40) was equal to the market price on the date the options
were granted. Through December 31, 2005, the Company did not recognize
compensation expense under APB 25 as the options had a zero intrinsic value at
the date of grant. The adoption of SFAS 123R on January 1, 2006 resulted in a
compensation charge of $36,817 and $128,284 for the years ended December 31,
2007 and 2006, respectively. One of the directors was elected as Chief Executive
Officer from August 14, 2006.
On June
2, 2005, the Company granted 100,000 options to a director of the Company, which
vests at the rate of 25,000 options on December 2 of 2005, 2006, 2007, and 2008,
respectively. Through December 31, 2005, the Company did not recognize
compensation expense under APB 25 as the options had a zero intrinsic value at
the date of grant. The adoption of SFAS 123R on January 1, 2006 resulted in a
compensation charge of $89,346 for the year ended December 31, 2006. On November
13, 2006, the Director filed his resignation. His options were vested
unexercised in February 2007.
(b) Other
Options
On
October 13, 2003, the Company granted two Directors 100,000 options each, at an
exercise price (equal to the market price on that day) of $4.21 per share, with
25,000 options vesting on each April 13, 2004, 2005, 2006 and 2007. There were
100,000 options outstanding as of December 31, 2006. The adoption of SFAS 123R
on January 1, 2006 resulted in a compensation charge of $6,599 and $31,824
during the years ended December 31, 2007 and 2006, respectively.
As of
December 31, 2009, there were 330,000 options outstanding with a weighted
average exercise price of $3.77.
No
options were exercised during the year ended December 31, 2009 and the year
ended December 31, 2008.
The
following table summarizes information about shares subject to outstanding
options as of December 31, 2009, which was issued to current or former
employees, consultants or directors pursuant to the 2004 Incentive Plan and
grants to Directors:
| |
|
|
Options
Outstanding
|
|
|
Options
Exercisable
|
|
|
Number
Outstanding
|
|
|
Range
of
Exercise Prices
|
|
|
Weighted-
Average
Exercise Price
|
|
|
Weighted-
Average
Remaining
Life in Years
|
|
|
Number
Exercisable
|
|
|
Weighted-
Average
Exercise Price
|
|
| |
100,000 |
|
|
$ |
4.21 |
|
|
$ |
4.21 |
|
|
|
1.79 |
|
|
|
100,000 |
|
|
$ |
4.21 |
|
| |
30,000 |
|
|
$ |
4.78 |
|
|
$ |
4.78 |
|
|
|
2.32 |
|
|
|
30,000 |
|
|
$ |
4.78 |
|
| |
200,000 |
|
|
$ |
3.40 |
|
|
$ |
3.40 |
|
|
|
3.31 |
|
|
|
150,000 |
|
|
$ |
3.40 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
330,000 |
|
|
$ |
3.40-$4.78 |
|
|
$ |
3.77 |
|
|
|
2.66 |
|
|
|
280,000 |
|
|
$ |
3.84 |
|
(c)
Warrants
On June
7, 2005, the Company granted 100,000 warrants to a consulting company as
compensation for investor relations services at exercise prices as follows:
40,000 warrants at $3.50 per share, 20,000 warrants at $4.25 per share, 20,000
warrants at $4.75 per share and 20,000 warrants at $5 per share. The warrants
have a term of five years and increments vest proportionately at a rate of a
total 8,333 warrants per month over a one year period. The warrants are being
expensed over the performance period of one year. In February 2006, the Company
terminated its contract with the consultant company providing investor relation
services. The warrants granted under the contract were reduced
time-proportionally to 83,330, based on the time in service by the consultant
company.
As part
of some Private Placement Memorandums the Company issued warrants that can be
summarized in the following table:
|
Name
|
|
Date
|
|
Terms
|
|
No.
of Warrants
|
|
Exercise
Price
|
|
Party
1
|
|
3/30/2008
|
|
2
years from Issuing
|
|
200,000
|
|
$1.50
|
|
Party
1
|
|
3/30/2008
|
|
2
years from Issuing
|
|
200,000
|
|
$2.00
|
|
Party
2
|
|
6/05/2008
|
|
2
years from Issuing
|
|
300,000
|
|
$1.50
|
|
Party
3
|
|
6/30/2008
|
|
2
years from Issuing
|
|
200,000
|
|
$1,50
|
|
Party
4
|
|
9/5/2008
|
|
2
years from Issuing
|
|
200,000
|
|
$1.50
|
Cashless
Warrants:
On
September 5, 2008 the Company entered a short term loan memorandum, with Mehmet
Haluk Undes a third party, for a short term loan (“bridge”) of up to $275,000 to
bridge the drilling program of the Company. As a consideration for said
facility, the Company grants the investor with 100% cashless warrants coverage
for two years at exercise price of 1.50 per share. The investor made a loan of
$220,000 to the company on September 15, 2008 (where said funds were wired to
the company drilling contractor), that was paid in full on October 8, 2008.
Accordingly the investor is entitled to 200,000 cashless warrants as from
September 15, 2008 at exercise price of $1.50 for a period of 2 years. The
Company contests the validity of said warrants.
(d)
Shares
On May 6,
2008 the Company issued 500,000 shares of its common stock, $0.001 par value per
share, to Stephen Martin Durante in accordance with the instructions provided by
the Company pursuant to the 2004 Employee Stock Incentive Plan registered on
Form S-8 Registration
On June
11, 2008, the Company entered into a Services Agreement with Mehmet Haluk Undes
(the “Undes Services Agreement”) pursuant to which the Company engaged Mr. Undes
for purposes of assisting the Company in identifying, evaluating and structuring
mergers, consolidations, acquisitions, joint ventures and strategic alliances in
Southeast Europe, Middle East and the Turkic Republics of Central Asia. Pursuant
to the Undes Services Agreement, Mr. Undes has agreed to provide us services
related to the identification, evaluation, structuring, negotiating and closing
of business acquisitions, identification of strategic partners as well as the
provision of legal services. The term of the agreement is for five years and the
Company has agreed to issue Mr. Undes 525,000 shares of common stock that shall
be registered on a Form S8 no later than July 1, 2008.
On August
13, 2008, the Company issued 16,032 shares of its common stock, $0.001 par value
per share, to Robin Ann Gorelick, the Company Secretary, in accordance with the
instructions provided by the Company pursuant to the 2004 Employee Stock
Incentive Plan registered on Form S-8 Registration
Following
the above securities issuance, the 2004 Plan was closed, and no more securities
can be issued under this plan.
2008
Stock Incentive Plan:
On July
28, 2008 - the Company held a special meeting of the shareholders for four
initiatives, consisting of approval of a new board of directors, approval of the
conversion of preferred shares to common shares, an increase in the authorized
shares and a stock incentive plan. All initiatives were approved by the majority
of shareholders. The 2008 Employee Stock Incentive Plan (the “2008
Incentive Plan”) authorized the board to issue up to 50,000 shares of Common
Stock under the plan.
On August
23 the Company issued 1,000 shares of its common stock 0.001 par value per
share, to Robert M. Yaspan, the Company lawyer, in accordance with the
instructions provided by the Company pursuant to the 2008 Employee Stock
Incentive Plan registered on Form S-8 Registration.
On
November 4, 2008, the Company issued 2,540 shares of its common stock 0.001 par
value per share, to one consultant (2,000 shares) and two employees (540
shares), in accordance with the instructions provided by the Company pursuant to
the 2008 Employee Stock Incentive Plan registered on Form S-8
Registration.
On July
23, 2009 - , the Company issued 46,460 shares of its common stock 0.001 par
value per share, to Stephen M. Fleming, the Company’s securities counsel
pursuant to the 2008 Employee Stock Incentive Plan.
Following
the above securities issuance, the 2008 Plan was closed, and no more securities
can be issued under this plan.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors
and executive officers, and persons who own more than 10 percent of the
Company’s common stock, to file with the SEC the initial reports of ownership
and reports of changes in ownership of common stock. Officers, Directors and
greater than 10 percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
Specific
due dates for such reports have been established by the SEC and the Company is
required to disclose in this Proxy Statement any failure to file reports by such
dates during fiscal 2007. Based solely on its review of the copies of such
reports received by it, or written representations from certain reporting
persons that no Forms 5 were required for such persons, the Company believes
that during the fiscal year ended December 31, 2009, there was no failure to
comply with Section 16(a) filing requirements applicable to its officers,
Directors and ten percent stockholders.
WHERE
YOU CAN FIND MORE INFORMATION
We file
reports with the SEC. These reports, including annual reports,
quarterly reports as well as other information we are required to file pursuant
to securities laws. You may read and copy materials we file with the
SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this information statement on Schedule 14F-1 to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
Yasheng
Eco-Trade Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Yossi Attia
|
|
|
|
Name:
|
Yossi
Attia
|
|
|
|
Title:
|
Chief
Executive Officer, Principal Financial Officer and
Director
|
Dated:
June 1, 2010