________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT RE CHANGE IN MAJORITY
OF DIRECTORS PURSUANT TO RULE 14f-1
UNDER SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-52639
CARLATERAL, INC.
_________________________________________
(Exact name of registrant in its charter)
NEVADA 20-4158835
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 031-088, Shennan Zhong Road,
Shenzhen City, P.R. China 518031
___________________________________________________________
(Address of principal executive office, including Zip Code)
Registrant's telephone number - (212)561-3604
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
_____________________________
(Title of each class)
________________________________________________________________________________
The number of shares outstanding of each of the Company's classes of common
stock, as of September 21, 2007 is 10,300,000 shares, all of one class, $.001
par value per share. Of this number, 3,300,000 shares were held by
non-affiliates of the Company
*Affiliates for the purpose of this item refers to the Company's officers and
directors and/or any persons or firms (excluding those brokerage firms and/or
clearing houses and/or depository companies holding Company's securities as
record holders only for their respective clienteles' beneficial interest) owing
5% or more of the Registrant's common stock, both of record and beneficially.
________________________________________________________________________________
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1
We are furnishing this Information Statement to all of the holders of record
of our common stock, $.001 par value per share, at the close of business on
September 21, 2007.
This notice is required by Section 14(f) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 of the Securities and
Exchange Commission ("SEC").
________________________________________________________________________________
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
________________________________________________________________________________
INTRODUCTION
This Information Statement sets forth the change in the majority of the
Company's board of directors effected by that certain Stock Transaction
described below, and contains related biographical and other information
concerning the Company's executive officers, directors and certain beneficial
holders. This Information Statement is being filed with the Securities and
Exchange Commission ("SEC") and delivered to stockholders holding all 10,300,000
of the issued and outstanding shares of common stock, par value $.001 per share,
of Carlateral, Inc. (the "Company"), representing all of the shares otherwise
entitled to vote at a meeting of stockholders for the election of the Company's
directors.
However, because the Company's articles of incorporation and by-laws permit
vacancies in its board of directors (the "Board") to be filled by a majority of
the remaining directors, the holders of the Company's shares of common stock
receiving this Information Statement are not being asked to vote or take any
other action with respect to the transactions described by this Information
Statement.
All Company filings, and exhibits thereto, may be inspected without charge
at the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material also may be obtained from
the SEC at prescribed rates. The SEC also maintains a website that contains
reports, proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of the Company filings may be
obtained from the SEC's website at http://www.sec.gov. Upon the completion of
the Stock Transaction (as defined below), the Company filed a report on Form 8-K
with the SEC concerning the Change in Control of the Company and the Departure
and Election of Directors at the Company.
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CHANGE IN MAJORITY OF DIRECTORS
On September 19, 2007, Max Time Enterprise Ltd. ("MTE") and Don Cameron
(the "Seller") consummated MTE's purchase of shares of capital stock of the
Company in accordance with the terms and conditions of that certain Stock
Purchase Agreement, dated as of September 11, 2007, by and between MTE and the
Seller (the "Purchase Agreement"). Under the terms of the Purchase Agreement,
for and in consideration of $200,000, the Seller sold, and the MTE acquired, a
total of 7,000,000 shares of the common stock, $.001 par value, of the Company,
constituting 67.9% of the shares of the Company then issued and outstanding (the
"Stock Transaction").
As contemplated by the Stock Transaction, the Seller resigned from the
Company's Board of Directors effective at the Effective Date (as defined below)
and, prior to his resignation, elected the Purchaser to the Board of Directors
in accordance with the Company's By-Laws. The Purchaser took office as director
effective upon the closing of the Stock Transaction and subject to the
expiration of the statutory ten (10) day waiting period following the filing by
the Company with the SEC of this Information Statement pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, relating to
the change in control of the Board occasioned by the resignation of the Seller
from the Board of Directors (the "Effective Date").
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
of the common stock of the Company by: (i) each person known by the Company to
be the beneficial owner of more than 5% of the outstanding shares of its common
stock as of May 31, 2007; (ii) each director and executive officer of the
Company as of May 31, 2007; (iii) all officers and directors of the Company as a
group as of May 31, 2007; and (iv) all proposed beneficial owners, directors and
officers (individually and as a group) of the Company after giving effect to the
Stock Transaction. The information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act based upon information furnished by the
persons listed or contained in filings made by them with the SEC.
Name and Address Shares of the Company's Percentage Shares of the Percentage
Of Beneficial Owner (1) Stock of Class (2) Company's Stock of Class (2)
Beneficially Owned Prior Beneficially Owned
to the Stock Transaction After the Stock
Transaction
Don Cameron (3) 7,000,000 37.9% 0 0%
Max Time Enterprise Ltd. 0 0% 7,000,000 67.9%
Hui Ping Cheng (4) (5) 0 0% 7,000,000 67.9%
Executive Officers and
Directors as a Group (4)(5)
7,000,000 67.9% 7,000,000 67.9%
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(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this report
upon the exercise of warrants or options. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants
that are held by such person (but not those held by any other person)
and which are exercisable within 60 days from the date of this report
have been exercised.
(2) The percentages listed in the "Percent of Class" column are based upon
10,300,000 issued and outstanding shares of Common Stock.
(3) Mr. Cameron resigned from the Board of Directors effective as of the
Effective Date. The address for Mr. Cameron is 1720 30th Street, West
Vancouver, BC V7V 2X3 Canada.
(4) Hui Ping Cheng is the indirect owner of 7,000,000 shares of the
Company's common stock by reason of her control of Max Time Enterprise
Ltd., a company in which she serves as President and owns a majority of
its issued and outstanding shares of common stock.
(5) Hui Ping Cheng was elected to the Board, effective on the Effective
Date. The address for Hui Ping Cheng is Shennan Zhong Road., PO Box
031-088, Shenzhen, China 518000.
Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by the owners, have
sole investment and voting power over to the shares.
DIRECTORS AND EXECUTIVE OFFICERS
Management
Hui Ping Cheng was elected a director of the Company and, at the Effective
Date, the resignation of Don Cameron, current director of the Company, will
become effective. The following table sets forth information regarding the
current executive officers and directors of the Company and the executive
officers and directors of the Company following the completion of the Stock
Transaction and the Effective Date.
The Company's existing management consists of:
Name Age Title
____ ___ _____
Don Cameron 54 CEO, President and Director
DON CAMERON -
Mr. Cameron earned a Bachelor of Arts (Honors) in Economics (1975) and a
Bachelor of Law (1979) from the University of British Columbia and was called to
the Bar in British Columbia in 1980. Mr. Cameron attended an Executive
Management course at Stanford University in 1997 and the Program on Negotiation
at Harvard University in 1998.
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Prior to practicing law, Mr. Cameron worked on the Pierce Royal Commission
on Forest Resources. Mr. Cameron practiced law with the law firm of Worrall
Scott & Page as an associate (1981 - 1985) and as a partner from (1986 - 1993),
specializing in corporate transactions. During this time Mr. Cameron developed
expertise in acquisitions and divestitures, various forms of debt and equity
financings, executive employment contracts, and litigation related thereto.
Mr. Cameron left the practice of law to pursue entrepreneurial activities,
moving to San Diego in 1993 and was the sole founder of Interactive Telesis Inc,
a firm specializing in interactive voice response (IVR) services and the
deployment of automated speech recognition (ASR) technologies. During Mr.
Cameron's tenure with ITI he held the positions of Chairman, Chief Executive
Officer and Director. Over a six year period, ITI grew to $5 million in revenue,
and secured several Fortune 100 customers. Mr. Cameron created all
product/service offerings, was directly responsible for raising all of the
funding required to sustain ITI's growth, and recruited talented senior
personnel at important stages in the development of the business.
In 2002 Mr. Cameron was the sole founder and CEO of ConferTel, a
Carlsbad-based teleconferencing provider. ConferTel has approximately 1,300
customers throughout the U.S. and Canada and has been profitable since late
2004. From December 2005 to present Mr. Cameron has been the founder and
President of the Company.
At the Effective Date, the Company's management shall consist of:
Name Age Title
____ ___ _____
Hui Ping Cheng 32 President and Director
HUI PING CHENG -
Hui Ping Cheng, the newly appointed director and President of the Company,
previously served as a senior accountant and accounting department director at
Shenzhen Yi Zhi Pharmaceutical Company Limited from September 1998 until April
2007, where she managed and oversaw the company's accounting department. Since
April 2007, she has served as director and president of Max Time Enterprise
Limited, which positions she continues to hold.
BOARD OF DIRECTORS: COMPENSATION AND MEETINGS
All directors hold office until the completion of their term of office,
which is not longer than one year, or until their successors have been elected.
All officers are appointed annually by the board of directors and, subject to
any existing employment agreement, serve at the discretion of the board.
Currently, directors receive no compensation.
All directors may be reimbursed by the Company for any expenses incurred in
attending directors' meetings provided that Claremont has the resources to pay
these fees. The Company will consider applying for officers and directors
liability insurance at such time when it has the resources to do so.
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COMMITTEES OF THE BOARD OF DIRECTORS
Concurrent with having sufficient members and resources, the Company's
board of directors will establish an audit committee and a compensation
committee. The audit committee will have a designated Audit Committee Financial
Expert and be responsible to review the results and scope of the audit and other
services provided by the independent auditors and review and evaluate the system
of internal controls. The compensation committee will manage the stock option
plan and review and recommend compensation arrangements for the officers.
No final determination has yet been made as to the memberships of these
committees or when we will have sufficient members to establish committees.
EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS AND DIRECTORS
The following sets forth the annual and long-term compensation for services
in all capacities to the Company for the fiscal years ended February 28, 2006
and 2007 paid to the Company's Chief Executive Officer ("CEO") and the Company's
four most highly compensated executive officers, if any, (collectively, the
"Named Executive Officers").
EXECUTIVE COMPENSATION IN LAST FISCAL YEAR
Long Term Compensation
___________________________________
Annual Compensation Awards Payouts
_____________________________ _______________________ _______
Non-Cash Restricted Options/ LTIP All
Name & Position Year Salary Bonus Other Stock SARs Payouts Other
_______________ ____ ______ ________ _____ __________ ________ _______ _____
Don Cameron 06/07 0 0 0 0 0 0 0
05/06 0 0 0 0 0 0 0
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth stock options granted to the Named Executive
Officers during the 06/07 and 05/06 fiscal years.
Number of Options % of Total Options Grant
Granted in Fiscal Granted to Employees Exercise Expiration Value $
Name Years ended 05/06 in Fiscal Years ended ($/Share) Date
And 06/07 06/06 and 06/07
______________________________________________________________________________________________
None
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OPTION EXERCISES DURING AND STOCK OPTIONS HELD AT END OF 06/07 AND 05/06 FISCAL
YEARS
The following table indicates the total number and value of exercisable
stock options held by the Named Executive Officers during the 06/07 and 05/06
fiscal years.
Value of Unexercised
Number of Unexercised In-The-Money Options
Options at Fiscal Year End At Fiscal Year End
Name Exercisable Unexercisable Exercisable Unexercisable
________________________________________________________________________________
None
No director, officer or employee has a contract or commitment to receive
annual compensation in excess of $100,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Stock Transaction, MTE acquired 7,000,000 shares of the
Company's common stock. After giving effect to the Stock Transaction, MTE is the
owner of a total of 7,000,000 shares of the 10,300,000 shares of the Company's
common stock issued and outstanding, constituting, in the aggregate, 67.9% of
the issued and outstanding shares of the Company's common stock. After giving
effect to the Stock Transaction, Hui Ping Cheng is an indirect owner of the
7,000,000 shares of the Company's common stock held by MTE by reason of her
control of MTE, of which entity she is the sole owner, director and officer.
On September 19, 2007, Ms. Cheng was appointed as a director and the
President of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
Claremont's common stock to file reports of their beneficial ownership and
changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC.
Executive officers, directors, and greater-than-ten percent holders are required
to furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of such forms received by it, except as provided below, the
Company believes that all filing requirements applicable to its directors,
executive officers and beneficial owners of 10% or more of the common stock have
been complied with.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereto duly authorized.
CARLATERAL, INC.
Dated: September 21, 2007 By: /s/ Hui Ping Cheng
__________________
Name: Hui Ping Cheng
Title: President
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