SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]|X|
Filed by a Partyparty other than the Registrant [_]|_|
Check the appropriate box:
[X]|X| Preliminary Proxy Statement
[_]|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_]|_| Definitive Proxy Statement
[_]|_| Definitive Additional Materials
[_]|_| Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CONCORD VENTURES, INC.ss.240.14a-12
GOLDEN DRAGON HOLDING CO.
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(Name of Registrant as Specified In Its Charter)
None
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]_X_ No fee required.
[_]required
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and
0-11.
1)0-11
(1) Title of each class of securities to which transaction applies:
2)(2) Aggregate number of securities to which transaction applies:
3)(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set(set forth the amount on which
the filing fee is calculated and state how it was determined):
4)(4) Proposed maximum aggregate value of transaction:
5)(5) Total fee paid:
[_]___ Fee paid previously with preliminary materials.
[_]___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1)(1) Amount Previously Paid:
2)(2) Form, Schedule or Registration Statement No.:
3)(3) Filing Party:
4)(4) Date Filed:
1
Concord Ventures, Inc.
2460 W. 26th Ave., Suite 380-C
Denver, CO 80211
(303) 380-8280
NOTICE OF
SpecialSPECIAL MEETING OF SHAREHOLDERS
To the shareholdersSTOCKHOLDERS
AND PROXY STATEMENT
Date: October ___, 2014
Time: 10:00 a.m., Eastern Standard Time
Place: 1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
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GOLDEN DRAGON HOLDING CO.
1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
OCTOBER __, 2014
Dear Stockholder of Concord Ventures, Inc.Golden Dragon Holding Co.:
AnNOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of
Concord Ventures, Inc.Golden Dragon Holding Co., a Delaware corporation (the "Company"), will be held
at the law offices of Michael A. Littman, 7609 Ralston
Road, Arvada, CO 80002the Company located at 1 Collins Drive, Salem Business Center,
Carneys Point, NJ 08069-3640, on October __, 2014, at 10:00 a.m., MountainEastern
Standard Time, on __________________, 2008 for the purposes of:following purposes:
1. To consider and approve the Agreement and Plan of Merger betweenauthorize the Company and a wholly-owned subsidiary (the "Merger Agreement") under which the
Company will be reincorporated as a Delaware corporation underto change the name CCVR
Holdings,to CannaPharmaRX, Inc.;
This action will become effective upon the filing of an amendment to our
Articles of Incorporation with the Secretary of State of Delaware.
All shareholders are invited to attend the meeting.special Meeting. Shareholders of
record at the close of business on _____________, 2008,______________, 2014, the record date, fixed
by the Board of Directors, are entitled to notice of and to vote at the meeting.
A complete list of shareholders entitled to notice of and to vote at the meeting
will be open for examination by shareholdersshareholder beginning 10 days prior to the
meeting for any purpose germane to the meeting during normal business hours at
the Law Offices of Michael A. Littman, 7609 Ralston Road, Arvada, CO 80002.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing with the Secretaryoffices of the Company, an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.
Whether or not you intend to be present at the meeting, please sign and
date the enclosed proxy and return it in the envelope provided.1 Collins Drive, Salem Business Center, Carneys
Point, NJ 08069-3640.
YOUR VOTE IS IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. HOWEVER, TO ENSURE THAT
YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING
INSTRUCTIONS (1) OVER THE INTERNET OR (2) BY MAIL. FOR SPECIFIC INSTRUCTIONS
REGARDING HOW TO VOTE, PLEASE REFER TO PAGE 4 OF THIS PROXY STATEMENT OR THE
INSTRUCTIONS ON THE PROXY AND VOTING INSTRUCTION CARD. SUBMITTING A PROXY OR
VOTING INSTRUCTIONS WILL NOT PREVENT YOU FROM ATTENDING THE SPECIAL MEETING AND
VOTING IN PERSON, IF YOU SO DESIRE, BUT WILL HELP US SECURE A QUORUM AND REDUCE
THE EXPENSE OF ADDITIONAL PROXY SOLICITATION.
Dated: ________________, 2014 By Orderorder of the Board of Directors,
David J. Cutler
President and Chief Executive Officer
October 3, 2008
2-------------------------------------
Gerry Crocker, CEO
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Concord Ventures, Inc.
2460 W. 26th Ave., Suite 380-C
Denver, CO 80211
(303) 380-8280
NOTICEPROXY STATEMENT
GOLDEN DRAGON HOLDING CO.
1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
SPECIAL MEETING
OF
SPECIAL MEETINGSHAREHOLDERS TO BE HELD
_______________, 2008
NOTICE IS HEREBY GIVEN thatOCTOBER __, 2014
Important notice regarding the availability of proxy materials for
the special stockholder meeting to be held
on October __, 2014. The proxy statement and
annual report to security holders are available
at:
http://www.proxyvote.com
SOLICITATION AND REVOCABILITY OF PROXY
This proxy statement ("Proxy Statement") and the accompanying proxy ("Proxy") is
furnished in connection with the solicitation by the Board of Directors (the
"Board") of Golden Dragon Holding Co., a Delaware corporation (the "Company"),
for use at a Special Meeting of Shareholders (the "Meeting""Special Meeting") to be held
at the offices of the Company at 1 Collins Drive, Salem Business Center, Carneys
Point, NJ 08069-3640 on October __, 2014 at 10:00 a.m., Eastern Standard Time,
and for any postponement or adjournment thereof, for the purposes set forth in
the accompanying Notice of Special Meeting of Shareholders.
The Company will bear the cost of solicitation of proxies. In addition to the
solicitation of proxies by mail, certain officers, agents and employees of the
Company, without extra remuneration, may also solicit proxies personally by
telephone, telefax or other means of communication. In addition to mailing
copies of this material to shareholders, the Company may request persons, and
reimburse them for their expenses in connection therewith, who hold stock in
their names or custody or in the names of nominees for others, to forward such
material to those persons for whom they hold stock of the Company and to request
their authority for execution of the proxies.
A shareholder who has given a Proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a letter dated Proxy reflecting
contrary instructions or appearing at the Special Meeting and voting in person.
The mailing address of the Company's principal executive office is 1 Collins
Drive, Salem Business Center, Carneys Point, NJ 08069-3640.
SHARES OUTSTANDING, VOTING RIGHTS AND PROXIES
Holders of shares of the Company's common stock, (the "Common Stock") of Concord Ventures,record
at the close of business on ________________, 2014 (the "Record Date") are
entitled to vote at the Special Meeting or any postponement or adjournment
thereof. On the Record Date there were issued and outstanding 17,504,407 shares
of Common Stock. Each outstanding share of Common Stock is entitled to one vote.
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You can vote at the Special Meeting in any of the following ways.
o You can attend the Special Meeting and vote in person.
o You can sign and return an appointment of proxy (proxy card) in the form
enclosed with this proxy statement and appoint the persons named on the
proxy card to vote your shares for you at the meeting, or you can validly
appoint another person to vote your shares for you.
o You can appoint the Proxies to vote your shares for you by going to our
Internet website (HTTP://WWW.PROXYVOTE.COM) and entering the 12-Digit
Control Number on the Notice of Internet Availability of Proxy Materials
you received in the mail, and then following the instructions you will be
given. You may vote by Internet until 11:59 p.m. Eastern Standard Time on
October ___, 2014, which is the day before the Special Meeting date. If
you vote by Internet, you need not sign and return a proxy card. You will
be appointing the Proxies to vote your shares on the same terms and with
the same authority as if you marked, signed and returned a proxy card.
The authority you will be giving the Proxies is described below and in
the proxy card enclosed with this proxy statement.
The holders of a majority of the outstanding shares of the Company entitled to
vote on the matters proposed herein, present in person or by Proxy, shall
constitute a quorum at the Special Meeting. The approval of a majority of the
outstanding shares of Common Stock present in person or represented by Proxy,
assuming a quorum at the Special Meeting, is required for the adoption of the
matters proposed herein.
The form of Proxy solicited by the Board affords shareholders the ability to
specify a choice among approval of, disapproval of, or abstention with respect
to, each matter to be acted upon at the Special Meeting. Shares of Common Stock
represented by the Proxy will be voted, except as to matters with respect to
which authority to vote is specifically withheld. Where the solicited
shareholder indicates a choice on the form of Proxy with respect to any matter
to be acted upon, the shares will be voted as specified. Abstentions and broker
non-votes will not have the effect of votes in opposition to a director or
"against" any other proposal to be considered at the Special Meeting.
The person named as proxy is Gerry Crocker, CEO. All shares of Common Stock
represented by properly executed proxies which are returned and not revoked will
be voted in accordance with the instructions, if any, given therein. If no
instructions are provided in a Proxy, the shares of Common Stock represented by
your Proxy will be voted FOR the approval of all Proposals at the Special
Meeting.
INFORMATION RELATING TO VARIOUS PROPOSALS
PROPOSAL #1
TO AUTHORIZE THE COMPANY TO CHANGE THE NAME TO CANNAPHARMARX, INC. THIS ACTION
WILL BECOME EFFECTIVE UPON THE FILING OF AN AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION WITH THE SECRETARY OF STATE OF DELAWARE.
The proposed change of Company's name from Golden Dragon Holding Co. to
CannaPharmaRX, Inc. is intended to convey a sense of the Company's new business
focus. Specifically, a business that is dedicated to advancing endocannabinoid
science, research, discovery, and the manufacturing and distribution of
pharmaceutical grade medications.
Approval of the name change required the affirmative consent of at least a
majority of the outstanding shares of common stock of the Company. The Majority
Shareholder, CannaPharmaRX, Inc., a Colorado corporation, (the "Company"holding a total of
10,421,120 shares of common stock (59.5%) has already approved this action.
Upon filing of the Certificate of Amendment to the Certificate of Incorporation
with the Delaware Secretary of State, the name change will be effective. A
sample of the Certificate of Amendment is attached as Exhibit "A".
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AUTHORIZATION TO CHANGE THE
COMPANY NAME TO CANNAPHARMARX, INC.
In the event that the ballot is left blank for a proposal, it will be deemed a
"Yes" vote.
FINANCIAL AND OTHER INFORMATION
Reference is made to the financial statements and other information included in
the Company's Annual Report on Form 10-K for the period ended December 31, 2013
(as filed with the Securities and Exchange Commission on May 19, 2014 and can be
viewed at www.sec.gov), which is incorporated herein by reference. Upon Request,
the Company undertakes to provide to you, without charge, upon a written or oral
request by you and by first class mail or other equally prompt means within one
business day of receipt of such request, a copy of such report. Written requests
for such report should be addressed to the offices of Golden Dragon Holding Co.,
1 Collins Drive, Salem Business Center, Carneys Point, NJ 08069-3640. The Annual
Report can also be viewed at www.proxyvote.com.
OTHER MATTERS
The Board is not aware of any other matter other than those set forth in this
Proxy Statement that will be presented for action at the Special Meeting. If
other matters properly come before the Special Meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their best
judgment in the interest of the Company.
Dated: ___________, 2014 By order of the Board of Directors,
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Gerry Crocker, CEO
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BALLOT
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GOLDEN DRAGON HOLDING CO.
1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS, OCTOBER __, 2014
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SPECIAL MEETING: The Notice and Proxy
Statement and the Annual Report on Form 10-K are available at
www.proxyvote.com.
The undersigned hereby appoints Gerry Crocker, CEO, proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Golden Dragon Holding Co. held of record by the
undersigned at the Special Meeting of Stockholders to be held at the Company's corporate counsel, Michael A. Littman, located at
7609 Ralston Road, Arvada, Colorado 80002, on ________________, 2008,offices of
the Company, 1 Collins Drive, Salem Business Center, Carneys Point, NJ
08069-3640, at 10:00 a.m., local time,Eastern Standard Time, and at any adjournment
thereof, upon the matters described in the accompanying Notice of Special
Meeting and Proxy Statement, receipt of which is hereby acknowledged, and upon
any other business that may properly come before, and matters incident to the
conduct of, the meeting or atany adjournment thereof. Said person is directed to
vote on the matters described in the Notice of Special Meeting and Proxy
Statement as follows, and otherwise in their discretion upon such other timesbusiness
as may properly come before, and places to which the Meeting may be
adjourned.
The Meeting is for the following purposes:
1) To consider and approve the Agreement and Plan of Merger between the
Company and a wholly-owned subsidiary (the "Merger Agreement") under which the
Company will be reincorporated as a Delaware corporation under the name
_______________________;
The close of business on ______________, 2008, has been fixed as the
record date for determining shareholders entitled to notice of and to vote at
the Meeting or any adjournments thereof. For a period of at least 10 days priormatters incident to the Meeting, a complete list of shareholders entitled to vote at the Meeting
will be open to the examination of any shareholder during ordinary business
hours at the principal executive officesconduct of, the Company at 2460 W. 26th Ave.,
Suite 380-C, Denver, Colorado 80211.meeting
and any adjournment thereof.
PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.
Information concerningBY INTERNET - WWW.PROXYVOTE.COM
Use the mattersInternet to be acted upon attransmit your proxy and/or voting instructions and for
electronic delivery of information. Have your proxy and voting instruction card
in hand when you access the Meeting is
set forthweb site and follow the instructions to obtain your
records and to create an electronic proxy and voting instruction form. Please
see the reverse side of this card for information regarding specific voting
deadlines.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Golden Dragon Holding Co. in
mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the
accompanying Proxy Statement.
David J. Cutler
CEO
Denver, Colorado
October 3, 2008
3Internet. To sign up for electronic delivery, please follow the instructions
above to vote using the Internet and, when prompted, indicate that you agree to
receive or access stockholder communications electronically in future years.
BY MAIL
Mark, sign and date your proxy and voting instruction card and return it to 1
Collins Drive, Salem Business Center, Carneys Point, NJ 08069-3640.
CONTROL NUMBER: ________________________
Concord Ventures,THIS PROXY AND VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
1. To authorize the Company to change the name to CannaPharmaRX, Inc. 2460 W. 26th Ave., Suite 380-C
Denver, CO 80211
(303) 380-8280
PROXY STATEMENTThis
requires an amendment to our Certificate of Incorporation with the Secretary of
State of Delaware.
---------------------- ------------------------------- -------------------------
[_] FOR [_] AGAINST [_] ABSTAIN
---------------------- ------------------------------- -------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, OF SHAREHOLDERSPLEASE SIGN AND RETURN THIS PROXY CARD
PROMPTLY TO GOLDEN DRAGON HOLDING CO., 1 COLLINS DRIVE, SALEM BUSINESS CENTER,
CARNEYS POINT, NJ 08069-3640.
THIS PROXY WILL BE HELD ____________, 2008
This Proxy Statement is being first mailed on October ____, 2008, to
shareholders of Concord Ventures, Inc., a Colorado corporation (the "Company"),
by the Board of Directors for use at the Special Meeting of Shareholders (the
"Meeting') to be held at the Company's corporate attorney's office, located at
7609 Ralston Road, Arvada, CO 80002, on ______________________, 2008, at 10:00
a.m., local time, or at such other times and places to which the Meeting may be
adjourned (the "Meeting Date").
The Meeting has been called by David J. Cutler, the Company's CEO, for
the purpose of considering and acting upon (i) the Agreement and Plan of Merger
between the Company and a wholly-owned subsidiary (the "Merger Agreement")
pursuant to which the Company will be reincorporated as a Delaware corporation
under the name CCVR Holdings, Inc. (the "Reincorporation"); and (ii) such other
matters as may properly come before the Meeting or any adjournments thereof.
RECORD DATE
The record date for determining the shareholders entitled to vote at
the Meeting was the close of business on ________________, 2008 (the "Record
Date"), at which time the Company had issued and outstanding _____________,
shares of Common Stock, par value $.0001 per share ("Common Stock"). The shares
of Common Stock constitute the only outstanding voting securities of the Company
entitled to be voted at the Meeting.
SUMMARY TERM SHEET -- REINCORPORATION
This summary term sheet relates to the Reincorporation discussed in
more detail below under the section entitled "Proposal 1 - Reincorporation."
Neither this summary nor the discussion under Proposal 1 below contains all of
the information that is important to you. You should carefully read the entire
Proxy Statement and the proposed Merger Agreement between the Company and CCVR
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("CCVR Holdings"), to fully understand the Reincorporation. The proposed
Agreement and Plan of Merger is attached to this Proxy Statement as Exhibit A.
We encourage you to read the Merger Agreement, as it is the legal document that
governs the Reincorporation. A more detailed discussion of the summary terms set
forth below is included in this Proxy Statement under Proposal 1 (See p. 6 of
this Proxy Statement).
Proposed Reincorporation
Shareholder Vote. You are being asked to vote to approve the proposed
Merger Agreement whereby we will merge with our subsidiary, CCVR Holdings, and
become a Delaware corporation. Your
4
rights as a shareholder of Concord Ventures will remain substantially the same
as your current rights as a holder of our Common Stock (See p. 6 of this Proxy
Statement).
The Acquiror. CCVR Holdings, Inc. was formed on _______________, as a
wholly owned subsidiary of the Company, specifically for the purpose of the
Reincorporation.
Consideration for our Shareholders. Holders of our Common Stock will
receive one share of common stock of CCVR Holdings for each share of Common
Stock they hold at the time of the Reincorporation. Any options to purchase
shares of Common Stock that are outstanding immediately prior to the
Reincorporation will be converted into options to purchase shares of CCVR
Holdings' common stock at the time of the Reincorporation (See p. 6 of this
Proxy Statement).
Management of CCVR Holdings' after the Reincorporation. All of our
officers and newly elected directors will become officers and directors of CCVR
Holdings' after the Reincorporation.
Conditions To Completing the Reincorporation
The completion of the Reincorporation depends on obtaining the approval
of the Merger Agreement by our shareholders (See p. 6 of this Proxy Statement).
Shareholder Voting
We have been advised that shareholders owning an aggregate of at least
___________ shares of Common Stock (constituting approximately 51% of the issued
and outstanding shares of Common Stock as of ____________, 2008) intend to vote
FOR the Merger Agreement, thereby assuring the approval of the Merger Agreement.
QUORUM AND VOTING
Approval of the Merger Agreement requires the affirmative vote of a
majority of all votes entitled to vote on such Proposal. Abstentions will be
counted toward a quorum, but will counted as a vote against such Proposal.
Record holders of shares of our Common Stock may cast one vote for the
Proposal for each share held of record at the close of business on
________________, 2008.
WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.
WE HAVE BEEN ADVISED THAT SHAREHOLDERS OWNING AN AGGREGATE OF AT LEAST
_____________ SHARES OF COMMON STOCK (CONSTITUTING APPROXIMATELY ____% OFVOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY AS OF
_______________, 2008) INTEND TO VOTE IN FAVOR OF ALL MATTERS TO BE ACTED UPON
AT THE MEETING FOR WHICH THEY ARE ENTITLED TO VOTE, THEREBY ASSURING THEIR
ADOPTION.
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DISSENTER'S RIGHTS
Under Colorado law, our shareholders are not entitled to dissenter's
rights with respect to the Proposal set forth in this Proxy Statement or to
demand appraisal of their shares as a result of the approval of the Proposal.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth, as of December 31, 2007, certain
information with respect to the beneficial ownership of our common stock by (i)
each of our directors and executive officers, (ii) each person known to us to be
the beneficial owner of five percent or more of the outstanding shares of our
common stock, and (iii) all of our directors and executive officers as a group.
Unless otherwise indicated, the person or entity listed in the table is the
beneficial owner of, and has sole voting and investment power with respect to,
the shares indicated.
Percent of
Name and AddressSTATED PROPOSAL.
------------------------------ ------------------------------------------
Number of Shares Outstanding
- ---------------- ---------------- -----------
David J. Cutler (1) 1,949,699 66.2%
Wesley F. Whiting (1) 25,000 1.2%
Redgie Green (1) 25,000 1.2%
All executive officersowned Signature of Stockholder
------------------------------------------
Printed Name
Dated:_______________, 2014
------------------------------------------
Signature if held jointly
------------------------------------------
Printed Name
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
EXHIBIT "A"
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and directors
as a group. 1,544,699 68.6%
(1) c/o Concord Ventures, Inc., 2460 West 26th Avenue, Suite 380-C, Denver, CO
80211.
Proposal 1 - REINCORPORATION
The Reincorporation is proposed to be accomplished through a mergerexiting under and by virtue of the Company with a newly formed wholly-owned subsidiary, CCVR Holdings, Inc. At
the effective timeGeneral
Corporation Law of the Reincorporation. Any options to purchase sharesState of our
Common Stock that are outstanding immediately prior to the Reincorporation will
be converted in to options to purchase shares of CCVR Holdings common stock at
the time of the Reincorporation. All of our officers and directors will become
officers and directors of CCVR Holdings after the Reincorporation.
The Reincorporation is subject to approval of the proposed Merger
Agreement by our shareholders at the Meeting. The following is a summary of
certain material provisions that will be contained in the proposed Merger
Agreement which would govern the terms of the Reincorporation, and is qualified
in its entirety by the terms of the proposed Merger Agreement, a copy of which
is attached as Exhibit A.
6
Effective Time of the Agreement
The Reincorporation contemplated by the proposed Merger Agreement will
take place as soon as practicable. See the proposed Merger Agreement for a
description of the conditions that the parties must satisfy prior to the
closing.
Representations and Warranties
We intend to make no representations or warranties in connection with
the Reincorporation.
Covenants
We intend to make no covenants in connection with the Reincorporation.
Conditions Precedent
Our obligations and CCVR Holdings' obligations under the proposed
Merger Agreement are subject, among other things, to the following:
o the approval of the Merger Agreement by the Company's Board of
Directors and shareholders;
o obtaining all governmental approvals necessary to permit the
consummation of the Reincorporation; and
o absence of any legal judgment, order, injunction or decree that
would prevent, make illegal or otherwise interfere with the
consummation of the Reincorporation.
Contact Information
Both the Company's and CCVR Holdings' principal executive offices are
located at 2460 West 26th Avenue, Suite 380-C, Denver, CO 80211. Our telephone
number is (303) 380-8280.
CCVR Holdings is a new corporation, formed by the Company for the
specific purpose of conducting the Reincorporation. As such, CCVR Holdings has
no prior business history.
Regulatory Approvals
At any time before or after the completion of the Reincorporation, the
Securities and Exchange Commission could seek to enjoin the Reincorporation or
seek penalties or fines from the Company on grounds that the securities of the
new company were issued to our shareholders in violation of federal securities
laws. In addition, at any time before or after the completion of the
Reincorporation, any state could take action under state securities laws that it
deems necessary or desirable in the public interest. We believe that the
issuance of stock in the new company will not violate any securities laws, that
no federal or state regulatory requirements must be complied with and that no
federal or state regulatory approval must be obtained in connection with the
Reincorporation. However, we cannot assure you that there will be no challenge
to the Reincorporation or if such a challenge is made, what the result will be.
7
Accounting Treatment of the Reincorporation
The Reincorporation contemplates only a reincorporation of the Company
in a new jurisdiction. As a result, the transactions under the proposed Merger
Agreement are not deemed to be an acquisition for accounting purposes.
Dissenter's Rights
Under Colorado law, our shareholders are not entitled to dissenter's
rights with respect to the Reincorporation.
CCVR Holdings' Common Stock
Under CCVR Holdings' Articles of Incorporation, CCVR Holdings is
authorized to issue 100,000,000 shares of Common Stock par value $.0001 per
share, and 10,000,000 shares of Preferred Stock, par value $.01 per share. As of
October ____, 2008, there were 1000 shares of CCVR Holdings' common stock issued
and outstanding and held by us. After the Reincorporation, Shares of CCVR
Holdings will continue to trade on the OTC-Bulletin Board. Holders of CCVR
Holdings common stock may cast one vote for each of the directors nominated in
the election of directors for each share held, and one vote for any other
matter. Holders of CCVR Holdings common stock do not have any preemptive rights
to acquire any additional securities issued by the Company, nor do they have
cumulative voting rights.
Comparison of Ownership of Our Common Stock and CCVR Holdings Common Stock
At the effective time of the Reincorporation, our shareholders will
become shareholders of CCVR Holdings. Accordingly, after the merger, the rights
of our shareholders will cease to be governed by Colorado law applicable to
corporations and our Articles of Incorporation and bylaws and will be governed
by Delaware law applicable to corporations and CCVR Holdings' Certificate of
Incorporation and bylaws. The following summarizes some of the differences
between the current rights of our shareholders and those of shareholders of CCVR
Holdings following the merger.
MANAGEMENT
Concord Ventures, Inc.
Under the Colorado Business Corporation Act ("CBCA"), the business and
affairs of a Colorado corporation are managed by or under the direction of its
board of directors. In an election of directors, that number of candidates
equaling the number of directors to be elected, having the highest number of
votes cast in favor of their election, are elected to the board of directors.
Our Articles of Incorporation provide for a board consisting of not less than 3
members. Our bylaws also provide that any vacancies, including those caused by
an increase in the number of directors, may be filled by a majority of the
remaining directors then in office. In addition, under the CBCA, vacancies may
be filled by our shareholders. Although the CBCA provides that a director may be
removed by the shareholders with our with out cause, our bylaws provide that a
director may be removed only for cause, at any special meeting of shareholders
by the affirmative vote of the holders of majority of all outstanding voting
stock entitled to vote.
8
Each share of Common Stock entitles its holder to cast one vote on
matters as to which voting is permitted or required by Colorado law, including
the election of directors, amendments to our articles of incorporation, mergers
and other extraordinary transactions. Under our Articles of Incorporation,
shareholders are not entitled to cumulate their votes for the election of
directors.
Unless a greater vote is required by Colorado law, under our bylaws,
matters requiring the vote of the common stock are approved by the affirmative
vote of a majority of shares represented and entitled to votedoes hereby certify:
FIRST: That at a meeting of
shareholders at which a quorum is present.
Our Articles of Incorporation permit the issuance of preferred stock.
Issuances of preferred stock that have the right to elect a designated director
or directors could adversely affect the ability of the holders of common stock
to elect a majority of our Board of Directors.
CCVR Holdings, Inc.
Under the Delaware General Corporation Laws ("DGCL"), the business and
affairs of a Delaware corporation are managed by or under the direction of its
board of directors, whose members are generally elected by a plurality vote of
stockholders at which a quorum is present. The CCVR Holdings bylaws provide that
all vacancies, including those caused by an increase in the number of directors,
may be filled by a majority of the directors remaining in office. Any director
or the entire CCVR Holdings board may be removed, with or without cause, by the
vote of a majority of the shares of common stock entitled to vote at an election
of directors.
Each share of CCVR Holdings common stock entitles its holder to cast
one vote on matters as to which voting is permitted or required by Delaware law,
including the election of directors and amendments to the CCVR Holdings
certificate of incorporation, mergers and other extraordinary transactions.
Shareholders are not entitled to cumulate their votes for the election of
directors.
Under Delaware law the affirmative vote of a majority of the
outstanding shares to approve mergers and other extraordinary transactions.
VOTING RIGHTS
Concord Ventures, Inc.
Under the CBCA, the affirmative vote of the shares entitled to vote
upon an action are required to approve the action, including certain mergers.
Approval by the shareholders of the surviving corporation on a plan of merger is
not required if:
(a) The articles of incorporation of the surviving corporation will not
differ, except for certain immaterial amendments, from its articles of
incorporation before the merger;
(b) Each shareholder of the surviving corporation whose shares were
outstanding immediately before the merger will hold the same number of shares,
with identical designations, preferences, limitations, and relative rights,
immediately after the merger;
9
(c) The number of voting shares outstanding immediately after the
merger, plus the number of voting shares issuable as a result of the merger
either by the conversion of securities issued pursuant to the merger or by the
exercise of rights and warrants issued pursuant to the merger, will not exceed
by more than twenty percent the total number of voting shares of the surviving
corporation outstanding immediately before the merger; and
(d) The number of participating shares outstanding immediately after
the merger, plus the number of participating shares issuable as a result of the
merger either by the conversion of securities issued pursuant to the merger or
by the exercise of rights and warrants issued pursuant to the merger, will not
exceed by more than twenty percent the total number of participating shares
outstanding immediately before the merger.
CCVR Holdings, Inc.
As permitted by the DGCL, CCVR Holdings' Certificate of Incorporation
require affirmative vote of the holders of a majority of the outstanding shares
to approve some mergers. The approval of stockholders of the surviving
corporation is not required, however if:
(1) the agreement of merger does not amend in any respect the certif-
icate of incorporation of such constituent corporation,
(2) each share of stock of such constituent corporation outstanding
immediately prior to the effective date of the merger is to be an identical
outstanding or treasury share of the surviving corporation after the effective
date of the merger, and
(3) either no shares of common stock of the surviving corporation and
no shares, securities or obligations convertible into such stock are to be
issued or delivered under the plan of merger, or the authorized unissued shares
or the treasury shares of common stock of the surviving corporation to be issued
or delivered under the plan of merger plus those initially issuable upon
conversion of any other shares, securities or obligations to be issued or
delivered under such plan do not exceed 20% of the shares of common stock of
such constituent corporation outstanding immediately prior to the effective date
of the merger.
BUSINESS COMBINATIONS
Concord Ventures, Inc.
The CBCA does not specifically address business combinations with
interested shareholders.
CCVR Holdings, Inc.
The DGCL contains provisions that restrict, for a period of three
years, business combinations with interested stockholders.
10
AMENDMENTS
Concord Technologies, Inc.
An amendment to our Articles of Incorporation will be approved if a
majority of the shares represented and entitled to vote on the amendment approve
the amendment.
Under the CBCA, the directors may, with certain exceptions, amend the
bylaws at any time to add, change, or delete a provision, unless the bylaws
provide otherwise. In addition, our shareholders may amend the bylaws even
though the bylaws may also be amended by the board of directors.
CCVR Holdings, Inc.
Under the DGCL, a majority vote of the outstanding shares of each
voting group entitled to vote is required to amend the articles of
incorporation, which may be done by written consent of a majority of the common
shareholders.
Under the CCVR Holdings' bylaws, the board of directors may amend,
adopt or repeal the bylaws; however, the stockholders have the right to amend,
repeal or adopt these same bylaws. Furthermore, stockholders may restrict the
right of the board of directors to amend, alter or repeal a particular bylaw.
DIVIDENDS AND DISTRIBUTIONS
Concord Ventures, Inc.
Pursuant to Colorado law, distributions may be made to shareholders
unless (a) the Company would not be able to pay its debts as they become due in
the usual course of business, or (b) our total assets would be less than the sum
of its total liabilities plus any amount owed, if it would be dissolved at the
time of distribution, to shareholders with preferential rights superior to those
receiving the distribution.
CCVR Holdings, Inc.
Under the DGCL, CCVR Holdings is permitted to pay dividends or make
other distributions with respect to its stock out of its surplus or, or if there
is no surplus, out of its net profits for the fiscal year in which the dividend
or distribution is declared and/or the preceding fiscal year, except to the
extent that such dividend or distribution would reduce the capital of the
company to below the aggregate capital represented by the issued and outstanding
stock of all classes having a preference with respect to the distribution of
assets.
11
INDEMNIFICATION
Concord Ventures, Inc.
The CBCA and our Articles of Incorporation permit that we may indemnify
a person made a party to a proceeding because the person is or was a director,
officer or employee against liability incurred in the proceeding if that person:
(a) conducted himself in good faith;
(b) reasonably believed (i) in the case of conduct in his official
capacity with the corporation, that his conduct was in the corporation's best
interests; and (ii) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and
(c) in the case of any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
The conduct of a director or officer with respect to an employee
benefit plan for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is deemed to be
good faith conduct if such conduct was at least not opposed to the corporation's
best interest. The conduct of a director or officer with respect to an employee
benefit plan for a purpose that the director did not reasonably believe to be in
the interests of the participants in or beneficiaries of the plan shall be
deemed not to be good faith conduct.
Under the CBCA, a corporation may not indemnify a director in
connection with (a) a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or (b) any other proceeding
charging that the director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the director was
adjudged liable on the basis that he or she derived an improper personal
benefit.
Any indemnification provided by a corporation under the CBCA in
connection with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
The CBCA also provides mandatory indemnification for a person who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which the person was a party because the person is or was a director, officer
or employee against reasonable expenses incurred by him or her in connection
with the proceeding.
CCVR Holdings, Inc.
The DGCL permits, and the CCVR Holdings Certificate of Incorporation
provides, that CCVR Holdings will indemnify any director or officer of CCVR
Holdings for any liability and expenses actually and reasonably incurred in
connection with or resulting from any threatened, pending or completed civil,
criminal, administrative or investigative action, suit or proceeding in which he
may become involved by reason of his being or having been a director or officer
of CCVR Holdings; if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the
12
person's conduct was unlawful; except that, with respect to expenses (including
attorneys' fees) actually and reasonably incurred by the person in connection
with the defense or settlement of such action or suit, no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action or suit
was brought shall deem that such indemnification is proper.
INSPECTION RIGHTS
Concord Ventures, Inc.
Under the CBCA, a shareholder is entitled to inspect and copy, during
regular business hours at the corporation's principal office, any of the
following records of the corporation if the shareholder gives the corporation
written demand at least five business days before the date on which the
shareholder wishes to inspect and copy such records: (a) the articles of
incorporation; (b) bylaws; (c) minutes of all shareholders' meetings, and
records of all action taken by shareholders without a meeting, for the past
three years; (d) all written communications within the past three years to
shareholders as a group or to the holders of any class or series of shares as a
group; (e) a list of the names and business addresses of its current directors
and officers; (f) A copy of its most recent periodic report delivered to the
Colorado Secretary of State; and (g) all Special and published financial
statements prepared for periods ending during the last three years.
In addition, but subject to certain procedural requirements described
below, a shareholder is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the corporation, any of the
following records of the corporation if the shareholder and gives the
corporation written demand at least five business days before the date on which
the shareholder wishes to inspect and copy (a) excerpts from minutes of any
meeting of the board of directors or from records of any action taken by the
board of directors without a meeting, minutes of any meeting of the shareholders
or records of any action taken by the shareholders without a meeting, excerpts
of records of any action of a committee of the board of directors while acting
in place of the board of directors on behalf of the corporation, and waivers of
notices of any meeting of the shareholders or the board of directors or any
committee of the board of directors; (b) accounting records of the corporation;
and (c) the record of shareholders required to be kept by the corporation under
the CBCA. A shareholder may inspect and copy the above described records only
if:
(a) the shareholder has been a shareholder for at least three months
immediately preceding the demand to inspect or copy or is a shareholder of at
least five percent of all of the outstanding shares of any class of shares of
the corporation as of the date the demand is made;
(b) the demand is made in good faith and for a proper purpose;
(c) the shareholder describes with reasonable particularity the purpose
and the records the shareholder desires to inspect; and
(d) the records are directly connected with the described purpose.
13
CCVR Holdings, Inc.
The DGCL provides that any stockholder may, upon written demand,
inspect, in person or by attorney or other agent, and make copies and extracts
of its stock ledger, a list of its stockholders, and its other books and
records; provided the stockholder makes a written demand describing the purpose
of the review, the demand is for a proper purpose, and the records are related
to its purpose.
VOTING PROCEDURES
Special Meetings
Concord Ventures, Inc.
The CBCA permit special meetings of shareholders to be called by the
president, the board of directors, upon the written demand for the meeting,
stating the purpose or purposes for which it is to be held, by the holders of
not less than on-tenth of all shares entitled to vote on the issue proposed to
be considered at the meeting, or by legal counsel to the Company. In addition,
our bylaws permit our Chairman and the Chief Executive Officer to call a special
meeting of shareholders.
CCVR Holdings, Inc.
As permitted by the DGCL, CCVR Holdings' bylaws permit special meetings
of stockholders to be called by the chairman of the board, the president, the
board of directors or upon the written request of the holders of at least ten
percent (10%) of all the shares entitled to vote at the proposed special
meeting.
ACTION WITHOUT MEETING
Concord Ventures, Inc.
The CBCA allows the shareholders to act without a meeting by written
consent upon the signing of a consent by all shareholders entitled to vote
thereon setting forth the action to be taken.
The DGCL permits stockholders of a Delaware corporation to act without
a meeting by written consent, signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.
DISSENTERS' OR APPRAISAL RIGHTS
Concord Ventures, Inc.
The CBCA provides, subject to the exception below, that a shareholder,
whether or not entitled to vote, is entitled to dissent and obtain payment of
the fair value of the shareholder's shares in the event of any of the following
corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party if:
14
(i) approval by the shareholders of that corporation is
required under the CBCA or by the articles of incorporation for the merger; or
(ii) The corporation is a subsidiary that is merged with its
parent corporation;
(b) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation for which a
shareholder vote is required under section the CBCA; and
(d) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of an entity controlled by the
corporation if the shareholders of the corporation were entitled to vote upon
the consent of the corporation to the disposition pursuant to the CBCA.
A shareholder is not entitled to dissent and obtain payment, of the
fair value of the shares of any class or series of shares which either were
listed on a national securities exchange registered under the federal
"Securities Exchange Act of 1934," as amended, or on the national market system
of the national association of securities dealers automated quotation system, or
were held of record by more than two thousand shareholders, at the time of the
action.
CCVR Holdings, Inc.
The DGCL provides, subject to the exception below, that stockholders
who comply with procedural requirements of the DGCL are entitled to appraisal
rights with respect to the stockholder's shares upon any merger or consolidation
for which stockholder approval required, if the stockholder continuously holds
such shares through the effective date of the merger or consolidation and has
neither voted in favor of the merger or consolidation nor consented thereto in
writing; provided, however, that no appraisal rights shall be available for the
shares of any class or series of stock, which, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or consolidation,
were either
(a) listed on a national securities exchange or designated as a nation-
al market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or
(b) held of record by more than 2,000 holders; and further provided
that no appraisal rights shall be available for any shares of stock of the
surviving corporation in a merger, if the merger did not require for its
approval the vote of the stockholders of the surviving corporation, unless the
stockholders,
unless, the stockholders are required to accept for their stock anything except:
(i) Shares of stock of the corporation surviving or resulting
from such merger or consolidation, or depository receipts in respect thereof;
(ii) Shares of stock of any other corporation, or receipts in
respect thereof, which shares of stock (or depository receipts in respect
thereof) or depository receipts at the effective date of the merger or
consolidation will be either listed on a national securities exchange or
designated as a national
15
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or held of record by more than 2,000
holders;
(iii) Cash in lieu of fractional shares or fractional
depository receipts described in the foregoing subparagraphs (i) and (ii) above;
or
(iv) Any combination of the shares of stock, depository
receipts and cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs (i), (ii) and (iii) above.
LIQUIDATION/DISSOLUTION
Concord Ventures, Inc.
Under the CBCA a dissolution may be initiated by the board of directors
and approved by the holders of a majority of all the votes entitled to be cast
on the Proposal.
CCVR Holdings, Inc.
Under the DGCL and CCVR Holdings' Certificate of Incorporation, a
dissolution may be initiated by the directors and approved by the holders of a
majority of the outstanding voting shares of the corporation.
DERIVATIVE ACTION
Under the CBCA, no action may be brought by a shareholder in the right
of a domestic corporation, and no action may be commenced in Colorado by a
shareholder in the right of a foreign corporation, unless the plaintiff was a
shareholder of the corporation at the time of the transaction of which the
plaintiff complains or the plaintiff is a person upon whom shares or voting
trust certificates thereafter devolved by operation of law from a person who was
a shareholder at such time.
In any action pending, instituted, or maintained in the right of any
domestic or foreign corporation by a shareholder holding less than five percent
of the outstanding shares of any class, unless the shares held have a market
value in excess of twenty-five thousand dollars, the corporation in whose right
the action is commenced is entitled, at any time before final judgment, to
require the plaintiff to give security for the costs and reasonable expenses
which may be directly attributable to and incurred by it in the defense of such
action or may be incurred by other parties named as defendant for which it may
become legally liable, but not including fees of attorneys. The amount of
security required may from time to time be increased or decreased, in the
discretion of the court, upon showing that the security provided has or may
become inadequate or is excessive. If the court finds that the action was
commenced without reasonable cause, the corporation shall have recourse to the
security in such amount as the court shall determine upon the termination of
such action.
16
CCVR Holdings, Inc.
Under the DGCL, a plaintiff must state in the compliant filed in any
derivative suit that the plaintiff was a stockholder of the corporation at the
time of the transaction of which such stockholder complains or that such
stockholder's stock thereafter devolved upon such stockholder by operation of
law.
TRANSFERABILITY
Concord Ventures, Inc.
Shares of our Common Stock are freely transferable, except for shares
issued to our "affiliates" and shares deemed to be restricted securities under
state and federal securities laws. Shares of our Common Stock currently trade on
the OTC-Bulletin Board under the symbol "CCVR."
CCVR Holdings, Inc.
Shares of CCVR Holdings' common stock will be freely transferable,
except for shares issued to "affiliates" of CCVR Holdings and shares deemed to
be restricted securities under state and federal securities laws. Upon
completion of the Reincorporation CCVR Holdings' common stock will trade on the
OTC-Bulletin Board.
FIDUCIARY DUTIES
Concord Ventures, Inc.
Under Colorado law, directors are charged with the duty to exercise
their powers in good faith and with a view to the interests of the corporation.
CCVR Holdings, Inc.
Under Delaware law, the directors of CCVR Holdings owes fiduciary
duties of good faith, loyalty and fair dealing to its stockholders in its
management of CCVR Holdings' affairs.
Shareholder Voting
The Company has been advised that shareholders owning an aggregate of
at least _____________ shares of Common Stock (constituting approximately _____%
of the issued and outstanding shares of Common Stock of the Company as of
____________, 2008) intend to vote for Proposal 1, thereby assuring that the
approval of the Reincorporation.
17
EXECUTIVE AND DIRECTOR COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning
compensation paid by the Company to the President and the Company's two most
highly compensated executive officers and the directors for the fiscal year
ended December 31, 2007 and 2006 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
Name & Principal Year Salary Bonus Stock Options Nonqual All Other Total
Position Awards Awards -ified Compen- ($)
($) Deferred sation
Compen
-sation
David J. Cutler, 2007 $60,000(1) - - - - - $60,000
Director, President, 2006 $50,000 - - - - - $50,000
CEO, CFO
From March 2006 (3)
Wesley F. Whiting, 2007 - - - - - - -
Director (4) 2006 - - $222.50(2) - - - $222.50
From March 2006
Redgie Green, 2007 - - - - - - -
Director (5) 2006 - - $222.50(2) - - - $222.50
From March 2006
(1) $10,000 of Mr. Cutler's remuneration was paid to Burlingham
Corporate Finance, Inc. ("Burlingham") in the form of consulting
fees. Mr. Cutler is the principal shareholder of Burlingham. (2)
In November 2006, we issued 25,000 shares of our common stock to
each of our two non-executive directors as remuneration for their
services to us (50,000 share of common stock in total). The
shares were deemed to have a value of $445.
(2) In the period from his appointment in March 2006 through
September 2006, Mr. Cutler, an officer and a director of the
Company, incurred more than $50,000 on our behalf in bringing our
affairs up to date, principally on settling certain of our
outstanding liabilities, legal and accounting fees and directors'
remuneration. In September 2006, Mr. Cutler agreed to convert
$50,000 of this loan to us into equity on a basis to be
determined by an independent third party valuation. In September
2006, our independent directors authorized an initial issue of
510,000 shares of our common stock, representing 50.3% of our
total issued and outstanding shares of our common stock, to Mr.
Cutler, pending the completion of the independent third party
valuation. In November 2006 the independent third part valuation
of our shares of common stock was completed and on the basis of
this third party valuation our independent directors authorized
the issue of an additional 897,644 shares of our common stock to
Mr. Cutler as the balance of the equity to which he was entitled
on the conversion of his $50,000 loan to us into equity.
Following this
18
second issue of equity, Mr. Cutler owned a total of 1,407,644
shares of our common stock representing 70% of our total issued
and outstanding shares of our common stock.
(3) On December 3, 2007 we issued 87,055 shares of our restricted
common stock to David J. Cutler, one of our directors, in full
and final settlement of the $87,055 loan Mr. Cutler had
outstanding with us, including accrued interest of $5,634, in
respect of services and funding he has provided to the us in the
period October 2006 through November 2007. The share issue was
authorized by the independent members of our Board of Directors.
(4) In November 2006, we issued 25,000 shares of our common stock to
each of our two non-executive directors, Messrs Whiting and
Green, as remuneration for their services to us (50,000 share of
common stock in total). The shares were deemed to have a value of
$445.
(5) In November 2006, we issued 25,000 shares of our common stock to
each of our two non-executive directors, Messrs Whiting and
Green, as remuneration for their services to us (50,000 share of
common stock in total). The shares were deemed to have a value of
$445.
There can be no assurance that Mr. Cutler will continue to incur
expenses on our behalf.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Exchange Act that might be incorporated by reference in future filings,
including this Information Statement, in whole or in part, the following shall
not be incorporated into any such filings.
Compensation of Directors
The Company does not have any written employment agreements for its
directors. Compensation arrangements are expected to include cash compensation
for board and committee meetings attended.
CORPORATE GOVERNANCE
Board of Directors
The Board of Directors and its committees perform a number of functions
for the Company and its shareholders, including:
o Overseeing the management of the Company on your behalf;
o Reviewing our long-term strategic plans;
o Exercising direct decision-making authority in key areas;
o Selecting our executive officers and evaluating their performance;
and
o Reviewing development and succession plans for our top executives.
19
Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance Guidelines that
govern the structure and functioning of our Board of Directors and set out
policies on a number of governance issues. The Guidelines are posted on our
internet site at www.dirtmotorsports.com. They also will be available to any
shareholder on request to the Secretary at the Company's address.
Director Independence
The Corporate Governance Guidelines require that a majority of our
Board of Directors consist of independent directors. In general, the Guidelines
require that an independent director must have no material relationship with the
Company, except as a director. The independence of a director is determined
based on standards specified by the FINRA National Market's Marketplace Rules
and other facts and circumstances the Board of Directors considers relevant.
The Company has reviewed business and charitable relationships between
the Company and each non-employee nominated for election as a director to
determine compliance with the independence standards described above and to
evaluate whether there are any other facts or circumstances that might impair
that nominee's independence. Based on that review, the Company has determined
that 5 of 6 of our non-employees nominated for election as directors are
independent. It has been determined that Mr. Massey does not qualify as an
independent director because of the Company's business relationship with Outdoor
Channel Holdings, Inc. related to television production and distribution of our
racing programs.
Term of Office
All the Company's directors will stand for election at the Special
meeting. The Company does not believe that there should be a limit on the number
of terms for which an individual may serve as a director.
Meetings and Committees of the Board of Directors of Golden Dragon Holding Co.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "I" so that, as amended, said Article
shall be and read as follows:
THE NAME OF THE CORPORATION IS CANNAPHARMARX, INC.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, will meet on a
regularly scheduled basis to
review significant developments affecting the Company and to act on matters
requiring Board approval. It will also holds special meetings or acts by
unanimous written consent when an important matter requires Board action between
scheduled meetings. It is expected that Board of Directors will meet at least
quarterly and more often as required to act on matters requiring Board approval.
Executive Sessions
The non-employee directorsmeeting of the Company will meet regularlystockholders of said corporation was duly called and held
upon notice in executive sessions, without the presence of any management directors or other
management personnel, at least twice per year.
Special Meeting Attendance
As specified in the Corporate Governance Guidelines, it will be our
policy that directors should make every effort to attend the Special meeting of
shareholders.
20
Shareholder Communications
Any shareholder wishing to send written communications to the Company's
Board of Directors may do so by sending them to the attention of our Corporate
Secretary, at the Company's principal executive offices. All such communications
will be forwarded to the intended recipient(s).
Committeesaccordance with Section 222 of the Board of Directors
The Board of Directors intends to appoint a separate audit,
compensation and nominating committee when business operations warrant.
Historically, the functions customarily attributable to those committees have
been performed by the Board of Directors as a whole.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 2006, we paid approximately $7,500
to the Aster Management Network in consultancy fees for their assistance in
bringing our financial affairs up to date. Aster Management Network is owned by
Marshall E Aster, formerly our Chief Financial Officer
In the period from his appointment in March 2006 through September
2006, Mr. Cutler, an officer and director of the Company, incurred more than
$50,000 on our behalf in bringing our affairs up to date, principally on
settling certain of our outstanding liabilities, legal and accounting fees and
directors' remuneration. In September 2006, Mr. Cutler agreed to convert $50,000
of this loan to us into equity on a basis to be determined by an independent
third party valuation. In September 2006, our independent directors authorized
an initial issuance of 510,000 shares of our common stock, representing 50.3% of
our total issued and outstanding shares of our common stock, to Mr. Cutler,
pending the completion of the independent third party valuation. In November
2006, the independent third part valuation of our shares of common stock was
completed and on the basis of this third party valuation our independent
directors authorized the issue of an additional 897,644 shares of our common
stock to Mr. Cutler, as the balance of the equity to which he was entitled to in
connection with the conversion of his $50,000 loan to us into equity. Following
this second and issuance of shares, Mr. Cutler owned a total of 1,407,644 shares
of our common stock, representing 70% of our total issued and outstanding shares
of our common stock, at that time.
In November 2006, we issued 25,000 shares of our common stock to each
of our two non- executive directors, Messrs Whiting and Green, as remuneration
for their services to us (50,000 share of common stock in total). The shares
were deemed to have a value of $445.
On December 3, 2007, we issued 87,055 shares of our restricted common
stock to David Cutler, an officer and director, in full and final settlement of
the $87,055 loan Mr. Cutler had outstanding with us, including accrued interest
of $5,634, in respect of services and funding he has provided to the us in the
period October 2006 through November 2007. The share issue was authorized by the
independent members of our Board of Directors.
During the financial year ended December 31, 2007, we paid $10,000 of
Mr. Cutler's remuneration to Burlingham Corporate Finance, Inc. ("Burlingham")
in the form of consulting fees. Mr. Cutler is the principal shareholder of
Burlingham.
21
SHAREHOLDER PROPOSALS
No shareholder has submitted any proposal for shareholder action to be
presented at the Meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
Current Independent Accountants
A representative from Larry O'Donnell, CPA, PC, our independent public
accountants, will not be present at the Meeting.
Principal Accountant Fees and Services
Audit Fees
We incurred $7,600 audit fees with our current auditor, Larry
O'Donnell, CPA, PC, during the fiscal year ended December 31, 2007 ($0 during
the fiscal year ended 2006) in respect of the audit for the fiscal years ended
December 31, 2006 and 2005.
Tax Fees
We did not incur any tax fees with our current auditor, Larry
O'Donnell, CPA, PC, in the fiscal year ended December 31, 2007 and 2006.
We incurred $2,250 in tax fees with an unconnected third party tax
advisor in the fiscal year ended December 31, 2007 ($0 - 2006) to bring our tax
affairs up to date.
All Other Fees
We incurred $1,550 in other fees with our current auditor, Larry
O'Donnell, CPA, PC, in the fiscal year ended December 31, 2007 ($0 - 2006) in
respect the review of our quarterly financial statements.
It is the role of the Audit Committee, or in the absence of an audit
committee, the Board of Directors, to consider whether, and determine that, the
auditor's provision of non-audit services would be compatible with maintaining
the auditor's independence.
OTHER BUSINESS
The Company does not intend to bring any business before the Meeting
other than those described herein and at this date the Company has not been
informed of any matters that may be presented at the Meeting by others.
22
MISCELLANEOUS
All costs incurred in the mailing of this Proxy Statement will be borne
by the Company. The Company may make arrangements with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of information
materials to the beneficial owners of shares of Common Stock held of record by
such persons, and the Company may reimburse such brokerage houses and other
custodians, nominees and fiduciaries for their out-of-pocket expenses incurred
in connection therewith.
David J. Cutler
CEO
Denver, Colorado
October 3, 2008
23
Exhibit A
STATE OF DELAWARE
CERTIFICATE OF INCORPORATION
A STOCK CORPORATION
First: The name of thisGeneral Corporation is CCVR Holdings, Inc.
-------------------
Second: Its registered office in the State of Delaware is to be located at
2711 Centerville Rd, Suite 400, in the City of Wilmington, County of New
Castle, 19808. The registered agent in charge thereof is Corporation
Service Company, in County of New Castle.
Third: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corpora-
tion Law of Delaware.
Fourth: The total number of shares of stock which the Corporation shall
have authority to issue is Five Hundred Million (500,000,000), consisting
of Five Hundred Million shares (500,000,000) of Common Stock, $.0001 par
value per share.
Fifth: The name and mailing address of the incorporator are as follows:
Name Michael A. Littman
Mailing Address 7609 Ralston Road
Arvada, CO Zip Code 80002
---------- -----
I, the Undersigned, for the purpose of forming a corporation under the laws of the
State of Delaware do make, file and record this Certificate, and do
certify thatat which meeting the facts herein stated are true, and I have accordingly
hereunto set my hand this ________daynecessary number of , A.D. 2008
BY: _______________________
(Incorporator)
NAME: Michael A. Littman
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EXHIBIT B
ARTICLES OF MERGER
AND
AGREEMENT AND PLAN OF MERGER
These Articles of Merger and AGREEMENT AND PLAN OF MERGER datedshares as of
____________, 2008, (the "Merger Agreement"), between Concord Ventures, Inc., a
Colorado corporation ("Concord"), the parent company, and CCVR Merger Co., a
Delaware corporation ("Merger Co"), the subsidiary entity.
WHEREAS, on the date hereof; Concord has authority to issue
100,000,000 shares of common stock, (the "Concord Common"), of which 2,257,986
shares are issued and outstanding;
WHEREAS, no Preferred Stock of Concord is currently outstanding
although it is authorized.
WHEREAS, Merger Co is the wholly owned subsidiary of Concord,
WHEREAS, on the date hereof, Merger Co has authority to issue
100,000,000 shares of common stock, (the "Merger Co Common"), of which 100
shares are issued and outstanding and ownedrequired by
Concord (the parent
entity)constituting 100% of the issued and outstanding common stock of Merger
Co. No Preferred Stock of Merger Co is currently outstanding.
WHEREAS, the respective Boards of Directors of Concord and Merger Co
have determined that it is advisable and in the best interests of each of such
corporations that they merge into a Merger Co pursuant to Colorado Business
Corporation Act (DGCL) and Delaware General Corporation Law (CBCA) under which
Merger Co would survive as the company, by the merger of Concord with and into
Merger Co, and all shareholders of Concord Common stock shall automatically by
the merger, be converted into a shareholder of Merger Co on a one share foe one
share basis;
WHEREAS, under the respective certificates of incorporation of Concord
and Merger Co, the Concord Common Stock have the same designations, rights and
powers and preferences, and the qualifications, limitations and restrictions
thereof, as the Merger Co Common which will be exchanged therefore pursuant to
the merger;
WHEREAS, Concord and Merger Co certify that the Boards of Directors of
Concord and Merger Co have approved the Articles of Merger and Agreement and
Plan of Merger and;
WHEREAS, shareholder approval has been obtained by written consent
pursuant to DGCL & CBCA; 100% of the issued and outstanding common shares of
Merger Costatute were voted in favor of the Merger and 51% of the issued and
outstanding common shares of Concord were voted in favor of the merger which is
sufficient to approve the merger. No other shares of any type are outstanding
for Concord or Merger Co. No shares of Concord voted against the plan.
WHEREAS, a resolution of mergeramendment.
THIRD: That said amendment was duly adopted by the parent entity
(Concord) in accordance with the lawsprovisions of
its jurisdiction of organization
(Colorado) and its organizational or other constituent documents and a copySection 242 of the resolution is attached hereto as Schedule A.
WHEREAS, the parties hereto intend that this Merger Agreement shall
constitute a tax-free reorganization pursuant to Section 368(a) (1) of the
Internal Revenue Code;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants herein contained, Concord and Merger Co hereby agree as follows:
1. Merger. Concord shall be merged with and into Merger Co (the
"Merger"), and Merger Co shall be the surviving corporation (hereinafter
sometimes referred to as the "Surviving Corporation"). The Merger shall become
effective upon the later of the date and time of filing a certified copy of this
Merger Agreement with the Secretary of State of the State of Delaware in
accordance with DGCL or __________________ (the "Effective Time").
2. Certificate of Incorporation of the Surviving Corporation. At the
Effective Time, the Certificate of Incorporation of Merger Co, in effect
immediately prior to the Effective Time, shall continue in full force and effect
as the Certificate of Incorporation of the SurvivingGeneral Corporation until amended
as provided therein and under the DGCL.
3. No Amendments to the Articles of Incorporation of the surviving
corporation are to be effected by the merger.
4. No new domestic corporation is being created pursuant to the
Articles of Merger and Agreement and Plan of Merger.
5. Succession. At the Effective Time, the separate corporate existence
of Concord shall cease, and Merger Co shall succeed to all of the assets and
property (whether real, personal or mixed), rights, privileges, franchises,
immunities and powers of Concord, and Merger Co shall assume and be subject to
all of the duties, liabilities, obligations and restrictions of every kind and
description of Concord, including, without limitation, all outstanding
indebtedness of Concord, all in the manner and as more fully set forth in DGCL &
CBCA, as applicable.
6. Directors. The directors of Concord immediately prior to the
Effective Time shall be the directors of the Surviving Corporation, Merger Co,
at and after the Effective Time to serve until the expiration of their
respective terms and until their successors are duly elected and qualified.
7. Officers. The officers of Concord immediately preceding the Effec-
tive Time shall be the officers of the Surviving Corporation Merger Co, at and
after the Effective Time until their successors are duly elected and qualified.
8. Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof:
(a) each share of Concord Common issued and outstanding
immediately prior to the Effective Time shall be changed
and converted into and shall be one fully paid and
nonassessable share of Merger Co Common;
(b) each share of Concord Common held in the treasury of
Concord immediately prior to the Effective Time shall be
cancelled and retired;
(c) each option, warrant, purchase right, unit or other
security of Concord convertible into shares of Concord
Common or Preferred Stock shall become convertible into
the same number of shares of Merger Co Common or
Preferred Stock as such security would have received if
the security had been converted into shares of Concord
Common or Preferred Stock immediately prior to the
Effective Time, and Merger Co shall reserve for purposes
of the exercise of such options, warrants, purchase
rights, units or other securities an equal number of
shares of Merger Co Common or Preferred Stock as Concord
had reserved; and
(d) each share of Merger Co Common issued and outstanding in
the name of Concord immediately prior to the Effective
Time shall be cancelled and retired and resume the status
of authorized and unissued shares of Merger Co Common.
9. Other Agreements. At the Effective Time, Merger Co shall assume any
obligation of Concord to deliver or make available shares of Concord Common
Stock under any agreement or employee benefit plan to which Concord is a party.
Any reference to Concord Common Stock under any such agreement or employee
benefit plan shall be deemed to be a reference to Merger Co Common Stock and one
share of Merger Co Common Stock shall be issuable in lieu of each share of
Concord Common Stock required to be issued by any such agreement or employee
benefit plan, subject to subsequent adjustment as provided in any such agreement
or employee benefit plan.
10. Further Assurances. From time to time, as and when required by the
Surviving Corporation or by its successors or assigns, there shall be executed
and delivered on behalf of Concord such deeds and other instruments, and there
shall be taken or caused to be taken by it all such further and other action, as
shall be appropriate, advisable or necessary in order to vest, perfect or
conform, of record or otherwise, in the Surviving Corporation, the title to and
possession of all property, interests, assets, rights, privileges, immunities,
powers, franchises and authority of Concord, and otherwise to carry out the
purposes of this Merger Agreement, and the officers and directors of the
Surviving Corporation are fully authorized, in the name and on behalf of Concord
or otherwise, to take any and all such action and to execute and deliver any and
all such deeds and other instruments.
11. Certificates. At and after the Effective Time, all of the
outstanding certificates which immediately prior thereto represented shares of
Concord Common or Preferred Stock shall be deemed for all purposes to evidence
ownership of and to represent the respective shares of Merger Co Common, as the
case may be, into which the shares of Concord Common or Preferred Stock
represented by such certificates have been converted as herein provided and
shall be so registered on the books and records of Merger Co and its transfer
agent. The registered owner of any such outstanding certificate shall, until
such certificate shall have been surrendered for transfer or otherwise accounted
for to Merger Co or its transfer agent, have and be entitled to exercise any
voting and other rights with respect to, and to receive any dividends and other
distributions upon, the shares of Merger Co Common, as the ease may be,
evidenced by such outstanding certificate, as above provided.
12. Amendment. The parties hereto, by mutual consent of their respec-
tive boards of directors, may amend, modify or supplement this Merger Agreement
prior to the Effective Time.
13. Termination. This Merger Agreement may be terminated, and the
Merger and the other transactions provided for herein may be abandoned, at any
time prior to the Effective Time, whether before or after approval of this
Merger Agreement by the board of directors of Merger Co and Concord, by action
of the board of directors of Concord if it determines for any reason, in its
sole judgment and discretion, that the consummation of the Merger would be
inadvisable or not in the best interests of Concord and its stockholders.
14. Counterparts. This Merger Agreement may be executed in one or more
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
15. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Merger Agreement.
16. Governing Law. This Merger Agreement shall be governed by and con-
strued in accordance with the lawsLaw of the State of Delaware.
17. Service of Process. The surviving Corporation, Merger Co, agrees
that it may be served with Process in Delaware in any proceeding for enforcement
of any obligation of any constituent corporation of this state, or the State of
Colorado, as well as for enforcement of any obligation of the surviving or
resulting corporation, arising from the merger, including any suit or other
proceeding to enforce the right of any stockholders as determined in appraisal
proceedings pursuant to DGCL laws and hereby irrevocably appoints the Secretary
of State as its agent to accept service of process in any such suit or other
proceedings and a copy of such process maybe sent to Michael A. Littman, 7609
Ralston Road, Arvada, CO 80002.
18. Registered Agent. The Registered Agent of the surviving corpora-
tion, (Merger Co) is CSC, 2711 Centerville Rd, Suite 400, New Castle, DE 19808.
19. Executed Agreement and Plan of Merger on File. That an executed
Agreement and Plan of Merger is on file at the principal place of business of
surviving, or foreign corporation, stating the address thereof: David Cutler,
6722 Kilmer Court, Arvada, CO 80007.
20. Copies of Plan of Merger. That a copy of the Plan of Merger or
exchange will be furnished by the surviving, foreign corporation (Merger Co) or
other entity, on written request and without cost, to any shareholder of the
Colorado corporation (Concord) that is a party to the merger, to any creditor or
obligee of the parties to the merger at the time of the merger if such
obligation is then outstanding.
21. Compliance with Laws of State of Domicile.
a) As to each domestic corporation (Concord) in the Articles
of Merger and Agreement and Plan of Merger, the plan and
performance of its terms have been duly authorized by all
action required by the laws incorporated (Delaware) and by
its constituent documents.
b) As to each foreign corporation, (Merger Co) a Delaware
corporation, that is a party to the merger, the approval
of the Articles of Merger and Agreement of the Agreement
and Plan of Merger was duly authorized by all action
required by the laws under which it was incorporated
(Delaware) and by its constituent document.
IN WITNESS WHEREOF, Merger Co and Concord havesaid corporation has caused this Merger
Agreementcertificate to be executed and delivered assigned
this _______ day of the date first above written.
CONCORD VENTURES, INC.,
a Colorado Corporation
------------------------------------________________, 2014.
By:
--------------------------------
Authorized Officer
Title:
--------------------------------
Name:
Title: President and CEO
CCVR MERGER CO,
a Delaware Corporation
------------------------------------
Name:
Title: President--------------------------------
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