China Printing PRE14C 10-12-2005
Information
Statement Pursuant to Section 14(c)of
the
Securities Exchange Act of 1934
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Preliminary
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Definitive
Information Statement
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CHINA
PRINTING, INC.
(Name
of
Registrant as Specified In Its Charter)
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CHINA
PRINTING, INC.
3127
Dumbarton Street NW, Washington, DC 20007
(202)714-9143
NOTICE
OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
October
12, 2005
To
the
Stockholders of China Printing, Inc.:
The
attached Information Statement is being delivered by China Printing, Inc.
(“Corporation”) in connection with the approval by the holders of a majority of
our voting stock of an amendment to the Corporation’s articles of incorporation,
specifically to permit the Corporation’s board of directors to change the
Corporation’s name to CYIOS Corporation.
This
Information Statement is first being mailed to stockholders on or about October
25, 2005. We anticipate that the amendment to our articles of incorporation
will
become effective on or after November 15, 2005.
On
September 27, 2005 the Corporation’s board of directors approved a resolution
calling on the stockholders of the Corporation to authorize the board of
directors to change the Corporation’s name. On September 27, 2005, the holders
of a majority of the outstanding shares of the Corporation’s common stock
entitled to vote thereon executed a written consent in accordance with Nevada
law to adopt the amendment to the Corporation’s articles of incorporation.
This
letter and the accompanying Information Statement are being distributed to
you,
our stockholders, in accordance with the requirements of Nevada corporate law
and Section 14(c) of the Securities Exchange Act of 1934, as amended. The
Information Statement describes the amendment to our articles of incorporation.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Thank
you
for your continued interest in and support of China Printing, Inc.
By
Order
of the Board of Directors
Timothy
Carnahan
3127
Dumbarton Street NW, Washington, DC 20007
(202)714-9143
INFORMATION
STATEMENT
CHINA
PRINTING IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
This
Information Statement is being mailed on or about October 25, 2005 to all
stockholders of record of China Printing, Inc., a Nevada corporation
(“Corporation”). It is being furnished in connection with the adoption of an
amendment to the Corporation’s articles of incorporation approved by written
consent of the holders of a majority of the outstanding shares of common stock.
The Corporation anticipates that the approved amendment will become effective
on
or after November 15, 2005. A copy of the amendment to the Corporation’s
articles of incorporation is attached to this document as Exhibit A.
On
September 27, 2005, the Corporation’s board of directors adopted a resolution
proposing and declaring advisable an amendment to the Corporation’s articles of
incorporation. Specifically, the board of directors proposed that the
Corporation’s name be changed to CYIOS Corporation.
On
September 27, 2005, said resolution was approved by the written consent of
holders of a majority of the issued and outstanding shares of the Corporation’s
common stock entitled to vote thereon in accordance with the provisions set
forth in Nevada corporate law and the Corporation’s bylaws. The board of
directors decided to obtain the written consent of holders of a majority of
the
outstanding common stock entitled to vote on the amendment in order to eliminate
the cost and delay involved in holding a special meeting of the Corporation’s
stockholders and to amend the articles of incorporation in a timely manner.
The
record date for purposes of determining the stockholders entitled to vote and
to
whom this Information Statement is to be sent is September 27, 2005. As of
the
record date, the Corporation had 20,849,406 shares of common stock issued and
outstanding and entitled to vote on the amendment, with each share of common
stock entitled to one vote. The holders of 13,900,000 shares of the issued
and
outstanding common stock, representing approximately 66.8% of the votes entitled
to be cast with regard to the amendment, approved the amendment by written
consent.
Pursuant
to regulations promulgated under the Securities Exchange Act of 1934, as
amended, the amendment may not be effected until at least twenty (20) calendar
days after this Information Statement is sent to the Corporation’s stockholders.
The Corporation anticipates that the amendment will become effective on or
after
November 15, 2005.
There
will not be a meeting of stockholders and none is required under the Nevada
Corporate Law because this action has been approved by written consent of the
holders of a majority of the outstanding shares of voting common stock. Under
Nevada Corporate Law and Section 14(c) of the Securities Exchange Act of 1934,
as amended, the Corporation is required to provide prompt notice of the taking
of corporate action without a meeting to stockholders of record who have not
consented in writing to this action. This Information Statement is intended
to
provide you with the required notice.
NAME
CHANGE TO CYIOS CORPORATION
The
Corporation’s boards of directors and the stockholders holding a majority of its
common stock have approved the change of the Corporation’s name from “China
Printing, Inc.” to “CYIOS Corporation” by means of an amendment to the
Corporation’s articles of incorporation. The corporate name change will become
effective upon the filing of an amendment to the Corporation’s articles of
incorporation with the Nevada Secretary of State, which is expected to occur
as
soon as is reasonably practicable on or after the twentieth (20th) day following
the mailing of this Information Statement to stockholders.
The
decision to change the Corporation’s name to CYIOS Corporation was taken as
necessary as a result of our failed attempt to enter into a share exchange
with
Harbin Yinhai Technology Development Company Ltd., a Chinese corporation
(“Yinhai”). Under this exchange, Yinhai would have taken a controlling position
in the Corporation. This would have resulted in the Corporation’s business
changing to a business focused on China based printing. Accordingly, Corporation
changed its name from Worldteq Group International, Inc. to China Printing,
Inc.
in anticipation of the consummation of the share exchange. Since the share
exchange failed to materialize and therefore, since the corporation’s business
in no way relates to printing in China, the name China Printing, Inc. is
undesirable for purposes of conducting the corporation’s business.
As
the
Corporation recently acquired the wholly owned subsidiary CYIOS Corporation,
a
Maryland corporation, pursuant to a Stock Purchase a\Agreement dated September
19, 2005, as reported by the Corporation on September 19, 2005 on Form 8-K.
Concurrently with the stock purchase, director of the corporation, Timothy
Carnahan, became President, Chairman and Chief Executive Officer of the
corporation. The board of directors of the Corporation has concluded that,
based
on the current business of the Corporation and the identity of its new Chief
Executive Officer, that the Corporation’s business would be better conducted
under the name CYIOS Corporation than under the name China Printing, Inc. Such
a
name change was not required by the Stock Purchase Agreement with Mr. Carnahan,
nor is it required for the operation of the CYIOS Corporation subsidiary.
However, the Board of Directors believes that less confusion will occur in
the
marketplace and the Corporation will be better served by this name
change.
The
Corporation is currently involved in the continuation of its Worldteq
telecommunications business and the operation of its newly acquired CYIOS
Corporation subsidiary. The Corporation intends to run it’s Worldteq
telecommunications business consistent with its historical practices. The
corporation is in the process of determining specifically how it will operate
the newly acquired CYIOS Corporation subsidiary.
CORPORATE
SECURITIES
The
voting and other rights that accompany the Corporation’s securities will not be
affected by the change in corporate name. However, both the ticker symbol,
which
is “CHPR” and the CUSIP number will change as a result of the Corporation’s name
change. Stockholders may, but need not, exchange their certificates to reflect
the change in corporate name and CUSIP number. Your existing certificate or
certificates will continue to represent shares of the Corporation’s common stock
as if its name had not changed. The Corporation’s transfer agent will issue
stock certificates with its new name as stock certificates are sent in upon
transfers of shares by existing stockholders. Until you sell or otherwise
transfer your shares of common stock, there is no need to send your existing
stock certificates to the transfer agent or the Corporation.
VOTE
REQUIRED
The
affirmative vote of the holders of a majority of the outstanding shares of
common stock is required for approval of the amendment to Corporation’s articles
of incorporation. The Corporation has obtained this approval through the written
consent of stockholders owning a majority of the outstanding voting shares
of
its common stock. Therefore, an extraordinary meeting of the stockholders to
approve amendment is unnecessary and will not take place for this purpose.
ABSENCE
OF DISSENTERS’ RIGHTS
No
dissenters’ or appraisal rights are available to the Corporation’s stockholders
under the Nevada Corporate Law in respect to this amendment to the Corporation’s
articles of incorporation.
[REMAINDER
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the ownership of
the
Corporation’s common stock as of September 27 2005 with respect to: (i) each
person known to the Corporation to be the beneficial owner of more than five
percent of the Corporation’s common stock; (ii) all directors; and (iii)
directors and executive officers of the Corporation as a group. The notes
accompanying the information in the table below, if any, are necessary for
a
complete understanding of the figures provided below. As of September 27, 2005
there were 20,849,406 shares of common stock issued and outstanding.
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CLASS
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NAME
AND ADDRESS OF BENEFICIAL OWNER
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BENEFICIAL
OWNERSHIP
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PERCENT
OF CLASS
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Common
Stock
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Timothy
Carnahan
President/Chief
Executive
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12,500,000
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59.9
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%
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3127
Dumbarton Street NW, Washington, DC 20007
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Jeffrey
Lieberman
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Common
Stock
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3127
Dumbarton Street NW, Washington, DC 20007
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par value) |
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1,400,000
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6.7
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%
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Common
Stock
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SBP
Holdings, Inc.
3127
Dumbarton Street NW, Washington, DC 20007
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5,000,000
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23.9
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%
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($0.001
par value)
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INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, associate of any director or executive officer
or
any other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the amendment to be made to the Corporation’s articles
of incorporation or in any action covered by the related resolution adopted
by
the board of directors, which is not shared by all other stockholders.
ADDITIONAL
INFORMATION
Additional
information concerning the Corporation, including its annual and quarterly
reports on Forms 10-KSB and 10-QSB which have been filed with the Securities
and
Exchange Commission, may be accessed through the EDGAR archives at www.sec.gov.
SIGNATURE
Pursuant
to the requirements of the Exchange Act of 1934, as amended, the Corporation
has
duly caused this report to be signed on its behalf by the undersigned hereunto
authorized.
By
Order
of the Board of Directors
By:
/s/
Timothy Carnahan
Timothy
Carnahan, Chief Executive Officer
October
12, 2005
STATE
OF
NEVADA
ARTICLES
OF INCORPORATION
CHINA
PRINTING, INC.
A
corporation organized and existing under and by virtue of the laws of the State
of Nevada (the “Corporation”)
DOES
HEREBY CERTIFY:
FIRST:
That, at a meeting of the Board of Directors of China Printing, Inc., a
resolution was duly adopted setting forth a proposed amendment of the Articles
of Incorporation of the Corporation, declaring said amendment to be advisable
and calling for written consent of stockholders in lieu of a meeting. The
resolution setting forth the proposed amendment is as follows:
RESOLVED,
that the Articles of Incorporation of the Corporation be amended by changing
the
Article thereof numbered “1” so that, as amended, said Article shall be and read
as follows:
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1.
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The
name of the corporation is CYIOS Corporation
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SECOND:
That thereafter, pursuant to the resolution of its Board of Directors, the
holders of a majority of the outstanding shares of the Corporation’s common
stock entitled to vote thereon executed a written consent greater than the
necessary number of shares as required by statute in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions set
forth
under Nevada corporate law and the Corporation’s bylaws.
IN
WITNESS WHEREOF: the undersigned hereby duly executes this Certificate of
Amendment declaring and certifying under penalty of perjury that this is the
act
and deed of the Corporation and the facts herein stated are true, this 27th
day
of September, 2005.
/s/
Timothy Carnahan
Timothy
Carnahan, President
End
of Filing
8