(Rule
14c-101)
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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Check the appropriate box:
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x Preliminary information statement
o Confidential, for use of the Commission only (as
permitted by Rule 14c-5(d)(2))
o Definitive information statement |
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WorldTeq
Group International, Inc.
(Name
of Registrant as Specified in Its Charter) |
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Payment
of Filing Fee (Check the appropriate box): |
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x No fee required.
o 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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N/A |
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(2)
Aggregate number of securities to which transactions applies:
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N/A |
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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 determined):
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N/A |
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(4) Proposed maximum aggregate value of
transaction: |
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N/A |
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(5) Total fee
paid:
N/A |
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o Fee paid previously with preliminary materials.
o 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. |
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(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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WORLDTEQ
GROUP INTERNATIONAL, INC.
30 West
Gude Drive, Suite 470
Rockville,
MD 20850
(301)
530-2662
To the
Holders of Common Stock of
WorldTeq
Group International, Inc.
WorldTeq
Group International, Inc., a Nevada corporation ("Company"), has obtained
written consent from the majority of the stockholders as of April 7, 2005,
approving (i) a
reverse split of the Company’s common stock at a ratio of 1:30 (the "Reverse
Split"), and (ii) an amendment to the Company's Articles of Incorporation
changing the name of the Company to "China Printing Inc." (the "Name Change").
Details of the Reverse Split and Name Change and other important information are
set forth in the accompanying information Statement. The Board of Directors of
the Company unanimously approved the Name Change on March 31, 2005 and the
Reverse Split on April 1, 2005. Under Section 78.320 of the corporate law of the
State of Nevada, action by stockholders may be taken without a meeting, without
prior notice, by written consent of the holders of outstanding stock having at
least a majority of the voting power that would be necessary to authorize the
action at a meeting. No other vote or stockholder action is required. You are
hereby being provided with notice of the approval of the Reverse Split and Name
Change by less than unanimous written consent of the stockholders of the
Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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By Order of the Board of Directors
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By: |
/s/ Jeffrey Lieberman |
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Name: Jeffrey Lieberman |
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Title: President
Rockville,
Maryland
April
8, 2005 |
WORLDTEQ
GROUP INTERNATIONAL, INC.
INFORMATION
STATEMENT
CONCERNING
CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT
OF STOCKHOLDERS OWNING A MAJORITY
OF
SHARES OF CAPITAL STOCK ENTITLED TO VOTE THEREON
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 WorldTeq Group
International, Inc., a Nevada corporation ("Company"), to advise them of the
corporate action described herein, which has been authorized by stockholder
written consent owning a majority of the outstanding voting securities of the
Company entitled to vote thereon. This action is being taken in accordance with
the requirements of the corporate law of the State of Nevada ("NGCL").
The
Company's Board of Directors ("Board") has determined that the close of business
on April 7, 2005, was the record date ("Record Date") for the determination of
stockholders entitled to notice about the proposals authorizing the Reverse
Split and Name Change by the Company.
On March
31, 2005, the Board approved the Name Change, and on April 1, 2005 the Board
approved the Reverse Split and authorized the Company's officers to obtain
written consents from the holders of a majority of the outstanding voting
securities of the Company to approve the Reverse Split and Name Change. Under
Section 78.320 of the NGCL, any action required or permitted by the NGCL to be
taken at an annual or special meeting of stockholders of a Nevada corporation
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having at least a majority of the voting power that would
be necessary to authorize or take such action at a meeting. Prompt notice of the
approval of the Reverse Split and Name Change must be given to those
stockholders who have not consented in writing to the action and who, if the
action had been taken at a meeting, would otherwise have been entitled to notice
of the meeting.
On April
7, 2005, stockholders who are the owners of record of at least a majority of the
Company's outstanding voting securities executed and delivered to the Company a
written consent authorizing and approving the Reverse Split and Name Change.
Accordingly, no vote or further action of the stockholders of the Company is
required to approve the Reverse Split and Name Change. You are hereby being
provided with notice of the approval of the Reverse Split and Name Change by
less than unanimous written consent of the stockholders of the Company.
The
executive offices of the Company are located at 30 West Gude Drive, Suite 470
Rockville, MD 20850, and its telephone number is (301) 530-2662.
This
Information Statement is first being mailed to stockholders on or about April
29, 2005 and is being furnished for informational purposes only.
VOTING
SECURITIES
The
Company only has common stock issued and outstanding. As of the Record Date,
there were 42,984,977 shares of common stock issued and outstanding. Each share
of common stock is entitled to one vote on all matters submitted to the holders
of common stock for their approval. The consent of the holders of a majority of
all of the Company's outstanding common stock was necessary to authorize the
Reverse Split and Name Change.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The
following table and accompanying footnotes set forth certain information as of
the Record Date with respect to the stock ownership of (i) those persons known
to the Company to beneficially own more than 5% of the Company's common stock,
(ii) each director of the Company, (iii) each executive officer of the Company
and (iv) all directors and executive officers of the Company as a group.
Name
of Beneficial
Owner (1) |
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Number
of
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Percentage
of Shares
Owned |
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Jeffrey
Lieberman (2) |
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176,101 |
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0.4 |
% |
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Brian
Rosinski (3) |
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-0- |
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0.0 |
% |
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Tim
Carnahan |
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-0- |
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0.0 |
% |
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Bruce
Bertman (4) |
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11,996,480 |
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27.9 |
% |
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Total
Directors, Officers and 5% Shareholders |
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12,172,581 |
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28.3 |
% |
| (1) |
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of common stock issuable upon the exercise
of options or warrants currently exercisable or convertible within 60
days, are deemed outstanding for computing the percentage ownership of the
person holding such options or warrants but are not deemed outstanding for
computing the percentage ownership of any other person.
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Does
not include 2,000,000 Employee Stock Options which became exercisable
beginning August 25, 2004. |
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Does
not include 350,000 Employee Stock Options which became exercisable
beginning August 25, 2004. |
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Includes
a total of 1,000,000 shares, which are divided between 2 sons of Mr.
Bertman and held in their names. All shares currently held by Mr. Bertman
or his sons are controlled by the holder of Mr. Bertman’s power of
attorney, a woman to whom he was married. Without his son’s shares, Mr.
Bertman owns 10,996,480 shares. |
As of the
Record Date, there were no outstanding options or warrants to purchase shares of
our stock, except as set forth in the notes to the foregoing table.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth information concerning the current directors and
executive officers of the Company and their age and position. Directors of the
Company hold office until the next annual stockholders' meeting and thereafter
until the individual's successor is elected and qualified. Officers serve at the
pleasure of the board of directors.
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Name |
Age |
Position
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Since |
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Jeffrey
Lieberman |
36
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Director/President/CEO/Treasurer |
March
1999 |
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Brian
Rosinski |
29 |
Director/Secretary |
April
2003 |
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Tim
Carnahan |
36
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Director |
Oct.
2003 |
Jeffrey
Lieberman, 36, Director/President/CEO/Treasurer. Mr.
Lieberman has more than 10 years of experience in the high technology industry.
He has been with the company since its inception as a private company through
its acquisition by HALO Holdings in 1999 until today. He graduated from the
University of Maryland in 1991 with a Bachelor of Science Degree in Personnel
Management and Labor Relations. After completion of his degree he studied for
and passed his Series 6, 63, and series 7 tests to become a fully licensed
stockbroker and financial planner. After a short internship with a small firm he
accepted a position in 1991 with Robinson & Lukens, a conservative brokerage
house located in Washington D.C. There he worked very closely with many retired
clients with a structured focus on income and money preservation investment
strategies.
Brian
Rosinski, 29, Director/Secretary. Mr.
Rosinski has more than 7 years of experience in the high technology and customer
service industries. He has been with the company since 2001. Prior to his
involvement with WorldTeq, Mr. Rosinski managed a customer service call center
for Teligent, Inc. from September 1999 until March 2001.
Tim
Carnahan, 36, Director, Chairman of the Compensation Committee. Mr. Carnahan
is the
President and Founder of CYIOS Corporation, a Washington DC based firm, founded
in 1994. CYIOS is a defense contractor offering services and products that
reduce the time frame for achieving mission-critical goals. With the Department
of Defense being CYIOS's major customer, Mr. Carnahan has security clearance at
the Pentagon. CYIOS built the Army Knowledge Online (AKO) to facilitate greater
knowledge transfer amongst Army personnel. Mr. Carnahan attended Old Dominion
University in Norfolk, VA from 1985 to 1989. He graduated with a Bachelors
degree in Computer Science.
Director
Compensation
Persons
who are directors and employees will not be additionally compensated for their
services as a director. There is no plan in place for compensation of persons
who are directors who are not employees, but it is expected that in the future
we will create a remuneration and reimbursement plan.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors
and executive officers and persons who own more then 10% of the common stock of
the Company to file with the SEC reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Based on
its review of the reports that it has received, the Company believes that the
reports due have been timely filed.
REVERSE
SPLIT
On April
1, 2005, the Board of Directors adopted a resolution and obtained stockholder
approval of the Reverse Split. The Reverse Split will be performed at a ratio of
30:1. Stockholders will not be required to exchange outstanding stock
certificates for new certificates.
NAME
CHANGE
On March
31, 2005, the Board of Directors adopted a resolution and obtained stockholder
approval of and amendment to the Company's Articles of Incorporation changing
the Company's name to "China Printing Inc."
AVAILABLE
INFORMATION
Please
read all sections of this Information Statement carefully. The Company is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended ("Exchange Act") and in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission ("SEC"). These reports, proxy statements and other information filed
by the Company with the SEC may be inspected without charge at the public
reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 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 these materials may be
obtained from the SEC's website at http://www.sec.gov.
INCORPORATION
OF INFORMATION BY REFERENCE
The
following documents, which are on file with the Commission (Exchange Act File
No.333-91356) are incorporated in this Information Statement by reference and
made a part hereof:
(i)
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003;
(ii)
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2004 June 30,
2004, and September 30, 2004;
All
documents filed by the Company with the Commission pursuant to Section
13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the Effective Date shall be deemed to be incorporated by
reference in this Information Statement and shall be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference in this Information Statement and filed with the Commission prior
to the date of this Information Statement shall be deemed to be modified or
superseded for purposes of this Information Statement to the extent that a
statement contained herein, or in any other subsequently filed document which is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
The
Company will provide without charge to each person to whom this Information
Statement is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to the Company at 30 West Gude Drive, Suite 470 Rockville, MD
20850. The Company's telephone number is (301) 530-2662.
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WORLDTEQ GROUP
INTERNATIONAL, INC. |
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By: |
/s/ Jeffrey
Lieberman |
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Name: Jeffrey Lieberman |
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Title: President
Rockville,
Maryland
April
8, 2005 |