UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
EASY ENERGY, INC.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange Act of 1934
Easy Energy, Inc.
Suite 105 - 5348 Vegas Dr.,
Las Vegas, Nevada 89108
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement is being furnished to the stockholders of Easy
Energy, Inc., a Nevada corporation (which we refer to in this information
statement as "we", "us", or "our").
This information statement is being furnished to our stockholders to inform
them about an amendment to our articles of incorporation to decrease the
authorized number of shares of our common stock from 1,000,000,000 shares of
common stock ("Common Stock"), with a par value of $0.00001 per share, to
185,000,000 shares of Common Stock. Our 50,000,000 shares of authorized
preferred stock, with a par value of $0.0001 per share ("Preferred Stock"),
remain unchanged.
Effective January 19, 2009, or the Record Date, we obtained the written
consent of the required vote (by ten stockholders holding 61.9% of our
outstanding voting power as of January 19, 2009) to amend our articles of
incorporation to effect the decrease in our authorized share capital specified
above.
We are furnishing this information statement on or about February 18, 2009
to all stockholders pursuant to Regulation 14C of the Securities Exchange Act of
1934. At least 20 days after the mailing of this information statement, we will
file a certificate of amendment to amend our articles of incorporation to
decrease our authorized share capital with the Nevada Secretary of State. The
certificate of amendment will become effective when it is filed with the Nevada
Secretary of State.
We will bear the entire cost of furnishing this information statement. We
will request brokerage houses, nominees, custodians, fiduciaries and other like
parties to forward this information statement to the beneficial owners of our
Common Stock held of record by them.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION.
RECORD DATE AND VOTING SECURITIES
As of the Record Date, we had a total of 93,303,000 shares of Common Stock
issued and outstanding. Each stockholder of record as of the Record Date is
entitled to one vote for each share of our Common Stock held with respect to all
matters voted on by such stockholder.
AMENDMENT TO OUR ARTICLES OF INCORPORATION
Our articles of incorporation currently authorize the issuance of
1,000,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock.
The approval of the amendment to our articles of incorporation requires the
affirmative vote of the holders of at least a majority of the outstanding shares
of our voting power. Effective January 19, 2009, holders of majority of our
voting power approved the amendment to our articles of incorporation to decrease
the authorized number of shares of our Common Stock from 1,000,000,000 to
185,000,000 by written consent.
REASONS FOR THE DECREASE IN AUTHORIZED SHARE CAPITAL
We believe that as we seek additional capital in the form of loans or
equity, potential investors will be deterred from making an investment if our
authorized capital is too large. We believe these parties may be concerned about
the overhang of such large amounts of authorized capital that leave our board
with very wide discretion to issue additional shares in amounts that are not
standard for a company of our size. We believe the reduction will make our
capital structure more appealing to potential investors and other parties that
may extend us credit.
EFFECT OF THE DECREASE IN THE AUTHORIZED SHARE CAPITAL
The amendment to our articles of incorporation to decrease our authorized
share capital will not have any immediate effect on the rights of existing
stockholders. However, the number of additional shares of Common Stock our board
of directors will have the authority to issue without requiring future
stockholder approval of such issuances, is less than as the case before the
change in entered into effect.
EFFECTIVE DATE OF THE INCREASE IN THE AUTHORIZED SHARE CAPITAL
Stockholder approval for the amendment to our articles of incorporation was
obtained by written consent of ten stockholders owning, in the aggregate,
57,783,317 shares of our Common Stock, which represented 61.9% of the 93,303,000
issued and outstanding shares of our Common Stock on the Record Date. The
increase in our authorized share capital will not become effective until not
less than 20 days after this information statement is first mailed to holders of
our Common Stock and until the appropriate filing is made with the Nevada
Secretary of State.
DISSENTERS' RIGHTS OF APPRAISAL
Under Nevada law, our stockholders are not entitled to dissenters' rights
of appraisal with respect to our proposed amendment to our articles of
incorporation.
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
Except in their capacity as stockholders (which interest does not differ
from that of the other holders of Common Stock), none of our officers,
directors, or any of their respective affiliates has any direct or indirect
interest in decreasing our authorized share capital.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, to the best of our
knowledge, as of January 19, 2008 (unless provided herein otherwise), with
respect to holdings of our Common Stock by (1) each person known by us to be the
beneficial owner of more than 5% of the total number of shares of our Common
Stock outstanding as of such date; (2) each of our directors; (3) each of our
executive officers; and (4) all of our directors and our current executive
officers as a group. Each stockholder has sole voting and investment power with
respect to the shares of Common Stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of Common Stock, except as
otherwise indicated.
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Class (1)
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Guy Ofir (2) 24,000,000 25.7%
40 Baz St., Karmiel 20100
Israel
Emanuel Cohen (3) 20,175,000 21.6%
51 Bilu St.,
Ra'anan, Israel
Albert Glinoviecki 5,000,000 5.4%
19 Dov Fromer St.,
Kiryat Shemuel, Israel
Meir Duke (4) 7,285,714 7.7%
12300 Highgrove Ct,
Raistertown, MD
USA
Meitav Entities and TMC (5) 18,588,273 9.99% (6)
4 Berkowitz St., Tel Aviv
Israel
Directors and Executive
Officers as a Group (2 persons) 47.3%
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(1) Based on 93,303,000 shares of our common stock issued and outstanding as of
January 19, 2009. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes
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voting or investment power with respect to securities. Shares of Common
Stock subject to options, warrants or rights to purchase or through the
conversion of a security currently exercisable or convertible, or
exercisable or convertible within 60 days, are reflected in the table above
and are deemed outstanding for purposes of computing the percentage
ownership of the person holding such Option or warrants, but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person.
(2) Mr. Ofir is one of our two directors and an executive officer. Includes
3,800,000 shares owned by Mr. Ofir's wife. Mr. Ofir disclaims beneficial
ownership of these shares.
(3) Mr. Cohen is one of our two directors and an executive officer.
(4) Includes 1,000,000 shares issuable upon exercise of outstanding Common
Stock purchase warrants. This information is based solely on Schedule 13D
filed by the beneficial owner on April 16, 2008, describing the holdings of
the beneficial owner as of April 7, 2008.
(5) An entity controlled by Meitav Investment House Ltd. ("Meitav"), which as
reported on a Schedule 13G filed on March 19, 2008, is beneficially owned
by Messrs. Zvi Stepak and Shlomo Simanovsky through intermediary entities.
Messrs. Zvi Stepak and Shlomo Simanovsky may exercise shared voting and
investment powers with respect to all shares owned by Meitav and the Meitav
Entities. Includes 14,029,440 shares issuable upon exercise of outstanding
Common Stock purchase warrants. This information is based solely on
Schedule 13G filed by the beneficial owner on March 19, 2008, describing
the holdings of the beneficial owner as of March 10, 2008.
(6) In an appendix to the warrant issued by us to the Meitav Entities and TMC
the following exercise limitations have been agreed to: we shall not effect
the exercise of the warrant and the holder shall not have the right to
exercise any portion of the warrant to the extent that after giving effect
to such issuance after exercise, such holder along with its affiliates
(which include all of Meitav Entities and TMC) shall have more than 9.99%
of our outstanding Common Stock. This provision however, may be waived by
the holder at its election upon not less than 61 days' notice to us.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS;
INTERNET AVAILABILITY OF INFORMATION STATEMENT
Some banks, brokers and other nominee record holders may be participating
in the practice of "householding". This means that only one copy of our
information statement may have been sent to multiple stockholders in your
household. We will promptly deliver a separate copy of this document to you if
you call or write us at the address shown on the first page of this information
statement. If you want to receive separate copies of the information statement
in the future or if you are receiving multiple copies and would like to receive
only one copy for your household, you should contact your bank, broker, or other
nominee record holders, or you may contact us at the address shown on the first
page of this information statement or by phone at +1 (702) 442-1166.
Also, please note that this information statement is available over the
internet at http://www.easy-energy.biz/2009/14c.pdf.
ADDITIONAL AVAILABLE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and in accordance with such act we file periodic
reports, documents and other information with the Securities Exchange Commission
relating to our business, financial statements and other matters. You may review
a copy of such reports and other information at the Securities and Exchange
Commission's public reference room at 100 F Street, N.E. Washington, D.C. 20549
on official business days during the hours of 10 a.m. to 3 p.m.. Please call the
Securities and Exchange Commission at 1-800-732-0330 for further information on
the operation of the public reference rooms. Our filings can also be reviewed by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
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