SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
[X] Definitive Information Statement
FINOTEC GROUP, INC.
(Name of Registrant As Specified In Its Charter)
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 on 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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TABLE OF CONTENTS
INFORMATION STATEMENT 1
OUTSTANDING SHARES AND VOTING RIGHTS 3
AMENDMENT TO THE ARTICLES OF INCORPORATION 4
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON 5
PROPOSALS BY SECURITY HOLDERS 5
OWNERSHIP OF FINOTEC COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS 5
OWNERSHIP OF FINOTEC COMMON STOCK BY 5% SHAREHOLDERS 6
HOUSEHOLDING 6
ADDITIONAL INFORMATION 7
EXHIBIT A
FINOTEC GROUP, INC.
228 East 45th Street, Suite 1801
New York NY 10117
INFORMATION STATEMENT
We are furnishing this information statement pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation
14C and Schedule 14C thereunder (the "Information Statement") in connection with
certain actions to be taken by Finotec Group, Inc. (the "Company"), pursuant to
the written consent dated July 16, 2008, of the shareholders of the Company
holding a majority of the outstanding shares of the Company's common stock, par
value $0.001 per share (the "Common Stock") on July 1, 2008 (the "Record Date").
This Information Statement is being mailed on or about July 22,, 2008, to
shareholders of record on July 1, 2008. The information statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Exchange Act.
The action shall be taken on or about August 12, 2008, or approximately 20 days
after we mail this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
We will ask brokers and other custodians, nominees and fiduciaries to forward
this Information Statement to the beneficial owners of the Common Stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDERS' MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Didier Essemini
Didier Essemini, Chief Executive Officer
July 17, 2008
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FINOTEC GROUP, INC.
a Nevada corporation
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF SHAREHOLDERS
HOLDING A MAJORITY OF THE OUTSTANDING COMMON STOCK OF THE COMPANY, DATED JULY
16, 2008
Dear Shareholders:
NOTICE IS HEREBY GIVEN that pursuant to the written consent of shareholders
holding a majority of our outstanding shares of Common Stock, the following
action will be taken:
o
Our Articles of Incorporation will be amended to increase our authorized capital
from 100,000,000 shares of Common Stock to 300,000,000 shares of Common Stock.
Such action will be taken on or about August 12, 2008.
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OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, our authorized capitalization consisted of 100,000,000
shares of Common Stock, of which 69,864,048 shares were issued and outstanding
as of the Record Date. Holders of Common Stock have no preemptive rights to
acquire or subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the shareholders. The affirmative vote of the holders of a majority
of our outstanding voting stock is sufficient to approve the Amendment to the
Articles of Incorporation. The Nevada Revised Statute provides that any action
which may be taken at a meeting of the shareholders may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of a majority of the outstanding
shares entitled to vote.
Our Board of Directors, at a meeting duly constituted and held on July 10, 2008,
approved the increase in the authorized capital of the Company. By action of
written consent, dated July 16, 2008, holders of a total of 36,175,983
outstanding shares of our Common Stock, which number of shares represents a
majority of our outstanding shares, voted in favor of the foregoing proposal. As
a result, adoption of the Amendment to the Articles of Incorporation was
approved, and no other shareholder consents will be solicited in connection with
this Information Statement.
We have asked brokers and other custodians, nominees and fiduciaries to forward
this Information Statement to the beneficial owners of the Common Stock held of
record by such persons, and we will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON
STOCK HAVE VOTED TO APPROVE THE INCREASE IN THE AUTHORIZED CAPITAL STOCK OF THE
COMPANY. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE SHAREHOLDER
VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE
THESE MATTERS.
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AMENDMENT TO THE ARTICLES OF INCORPORATION
General
On July 10, 2008, our Board of Directors approved an amendment to the our
Articles of Incorporation to effect an increase in our authorized capital stock
from 100,000,000 shares of Common Stock to 300,000,000 shares of Common Stock as
recommended by the officers of the Company and approved by the Company's
shareholders. The officers of the Company recommended an increase in the
authorized capital from 100,000,000 shares of Common Stock to 300,000,000 shares
of Common Stock. On July 16, 2008, holders of a majority of our outstanding
Common Stock as of the Record Date approved the amendment to our Articles of
Incorporation to effect an increase in the authorized capital of the Company to
300,000,000 shares of Common Stock. The full text of the Certificate of
Amendment to Articles of Incorporation is attached hereto as Exhibit A
Our Board of Directors believe it is in the best interests of the Company to
increase the authorized capital of the Company in order to increase the
Company's flexibility to issue additional shares of Common Stock in the future.
The Company is currently seeking additional financing of a minimum of $5,000,000
and also may seek subsequent financings and the Board of Directors want to
ensure that they have sufficient shares available so as to be able to negotiate
such financings and enter into definitive financing agreements, if required.
Presently the Company has not reached definitive agreements with any potential
funder.
The issuance of additional shares may have the effect of dilution on our
existing shareholders.
Effective Date of the Amendment
The increase in our authorized capital stock will become effective upon filing
of the Certificate of Amendment with the Nevada Secretary of State. Pursuant to
Rule 14c-2 under the Exchange Act, the foregoing proposal may not become
effective until a date at least 20 days after the date on which this Information
Statement has been mailed to the shareholders. We anticipate filing the
Certificate of Amendment on or about the close of business on August 12, 2008.
Dissenters' Rights of Appraisal
Under the General Corporation Law of the State of Nevada, our shareholders are
not entitled to appraisal rights with respect to the increase in the authorized
shares, and we will not independently provide shareholders with any such right.
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No director, nominee for director, or officer of the Company, or associate of
any of the foregoing persons, has any substantial interest, directly or
indirectly, in the matter acted upon. None of our directors have informed us in
writing that he intends to oppose any action to be taken by the Company.
PROPOSALS BY SECURITY HOLDERS
There are no proposals by any security holders.
OWNERSHIP OF FINOTEC COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
The following table shows, as of July 17, 2008, the shares of Finotec Group
Common Stock beneficially owned by each director (including each nominee), by
each of the executive officers and by all directors and executive officers as a
group. Information is also provided regarding beneficial ownership of common
stock if all outstanding options, warrants, rights and conversion privileges (to
which the applicable officers and directors have the right to exercise in the
next 60 days) are exercised and additional shares of common stock are issued.
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF
BENEFICIAL OWNER PERCENT OF CLASS (1)
Didier Essemini 36,175,983 51.8%
Guy Senbel 2,302,650 3.3% option to purchase
100,000 shares
Gil Ovadia option to purchase 100,000 shares
(1) Based on 69,864,048 shares of common stock issued and outstanding.
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OWNERSHIP OF FINOTEC COMMON STOCK BY 5% SHAREHOLDERS
The following table sets forth information, as of June 2, 2008, with respect to
the beneficial ownership of the Company's Common Stock by each person known by
the Company to be the beneficial owner of more than 5% of the outstanding common
stock. Information is also provided regarding beneficial ownership of common
stock if all outstanding options, warrants, rights and conversion privileges (to
which the applicable 5% shareholders have the right to exercise in the next 60
days) are exercised and additional shares of common stock are issued.
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE OF
BENEFICIAL OWNER PERCENT OF CLASS (1)
Gan Paradis Ltd. owns 6,115,000 unregistered Shares or 8.8% of the Company.
Registered Office
Kings Court
PO Box N-3944
Bay Street
Nassau, Bahamas
Director
Allistair Matthew Cunningham
3,057,500 of Didier Essemini's 36,175,983 shares consist of his 50% ownership of
Gan Paradis Ltd.
(1) Based on 69,864,048 shares of common stock issued and outstanding.
HOUSEHOLDING
Effective as of December 4, 2000, the Securities and Exchange Commission adopted
amendments to its proxy rules under the Exchange Act permitting companies and
intermediaries to satisfy the delivery requirements for proxy statements and
information statements with respect to two or more shareholders sharing the same
address by delivering a single proxy statement or information statement to those
shareholders unless the Company is otherwise advised by the shareholders.
"Householding" as this is commonly known, reduces the amount of duplicate
information that shareholders receive and lowers the Company's printing and
mailing costs.
If you received multiple copies of this information statement and, in the
future, wish to receive only a single copy, we will send it to you upon your
written request, forwarded to the attention of the Company's Corporate Secretary
by mail to 228 East 45th Street, Suite 1801 New York NY 10117.
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If your household received a single copy of this information and you wish to
receive multiple copies in the future, or if you would like to receive
additional copies of this documentation, we will send them to you upon your
written request, forwarded to the attention of the Company's Corporate Secretary
by mail to 228 East 45th Street, Suite 1801 New York NY 10117.
ADDITIONAL INFORMATION
The Company will provide upon request and without charge to each shareholder
receiving this Information Statement a copy of the Company's Annual Report on
Form 10-KSB for the fiscal year ended January 31, 2008, including the financial
statements and financial statement schedule information included therein, as
filed with the Securities and Exchange Commission. You are encouraged to review
the Annual Report together with subsequent information filed by the Company with
the Securities and Exchange commission and other publicly available information.
By Order of the Board of Directors
/s/ Didier Essemini
Didier Essemini, Chief Executive Officer
July 17, 2008
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EXHIBIT A
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS. 78.385 and 78.390)
USE BLACK INK ONLY
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate Of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 AND 78.390-After Issuance of Stock)
1. Name of corporation:
Finotec Group, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
"ARTICLE FOUR.
[CAPITAL STOCK].
The corporation shall have authority to issue an aggregate of THREE HUNDRED
MILLION (300,000,000) Common Capital Shares, $0.001 PAR VALUE per share.
The holders of shares of capital stock of the Corporation shall not be entitled
to pre-emptive or preferential rights to subscribe to any unissued stock or any
other securities which the Corporation may now or hereafter be authorized to
issue.
The Corporation's capital stock may be issued and sold from time to time for
such consideration as may be fixed by the Board of Directors, provided that the
consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all stockholders
meetings called for the purpose of electing a Board of Directors."
3. The vote by which the stockholders holding shares in the Corporation
entitling them to exercise a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series, or as may be required by the provisions of the * articles of
incorporation have voted in favor of the amendment is:
36,175,983
4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)
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5. Officer Signature (required): x
/s/ Didier Essemini
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State AM 78.385 Amend 2007
Revised on: 01/01/07
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