WASHINGTON, D.C. 20549
SCHEDULE 14C
(RULE 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-5(d) (1))
[_] Definitive Information Statement
SALAMON GROUP INC.
(Name
of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check appropriate box):
[X]
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No fee required.
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[_]
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Fee computed on table below per Exchange Act
Rules 14a-6(1) and 0-11.
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(1)
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Title of each class of securities to which transaction
applies: Not Applicable
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(2)
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Aggregate number of securities to which transaction
applies: Not Applicable
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(3)
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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): Not
Applicable
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(4)
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Proposed maximum aggregate value of transaction: Not
Applicable
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(5)
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Total fee paid: Not
Applicable
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[_]
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Fee paid previously with preliminary materials.
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[_]
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Check box if any part of the fee is offset as provided by
the 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 date of its
filing:
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Amount Previously Paid: Not Applicable
Form, Schedule or Registration Statement No.: Not Applicable
Filing
Party: Not Applicable
Date Filed: Not Applicable
SALAMON GROUP INC.
5-215 Neave Road
Kelowna, BC Canada V1V 2L9
February ,
2012
Dear Stockholder:
This Information Statement is furnished to holders of shares of
common stock, par value $.001 per share (the "Common Stock"), of Salamon Group
Inc. (the "Company"). Our Board of Directors approved on January 9, 2012, and
recommended the approval by our stockholders, of the following corporate actions
(Corporate Actions):
1.
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To approve an amendment to the Companys Articles of
Incorporation by changing the name of the Company from Salamon Group
Inc. to Sunlogics Power Fund Inc. (the Name Change);
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2.
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To approve the increase in authorized share capital from
40 million shares to 500 million shares of common stock (the Authorized
Share Capital Increase); and
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3.
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To approve the one for ten reverse split of outstanding
shares of common stock (Reverse Split).
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Certain of our stockholders, holding a majority of our issued
and outstanding shares of Common Stock on January 11, 2012 ( the record date),
approved the Corporate Actions by written consent in lieu of a special meeting
of stockholders.
As a matter of regulatory compliance, we are sending to you
this Information Statement which describes the purpose and provisions of the
contemplated Corporate Actions.
For the Board of Directors of
SALAMON GROUP INC.
By:
/s/ Michael
Matvieshen
Michael Matvieshen
President and CEO
SALAMON GROUP INC.
5-215 Neave Road,
Kelowna, BC
Canada, V1V 2L9
February , 2012
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
GENERAL
We are sending you this Information Statement to inform you of
the adoption of the Corporate Actions amendment to the Company's Articles of
Incorporation (the "Amendment"), on January 11, 2012, by a vote of a majority of
the stockholders of the Company's issued and outstanding common stock ("Common
Stock"). The purpose of this Information Statement is to provide notice that the
Companys majority stockholders, holding 51.9% of the issued and outstanding
shares of common stock of the Company as of January 11, 2012 (the Record Date)
have approved the following corporate actions (the Corporate Actions):
1.
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To approve an amendment to the Companys Articles of
Incorporation by changing the name of the Company from Salamon Group
Inc. to Sunlogics Power Fund Inc. (the Name Change); and
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2.
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To approve the increase in authorized share capital from
40,000,000 to 500,000,000 shares of common stock (the Authorized Share
Capital Increase).
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3.
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To approve the one for ten reverse split of outstanding
shares of common stock (Reverse Split)
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The written consent of the majority of stockholders of Company
is attached hereto as
Exhibit A
and the Certificate of Amendment to the
Companys Articles of Incorporation is attached hereto as
Exhibit B.
The adoption of the foregoing Corporate Actions will become
effective 20 calendar days after the mailing of this Information Statement. The
Board of Directors is not soliciting your proxy in connection with the adoption
of these Corporate Actions and proxies are not being requested from
stockholders.
The Company is distributing this Information Statement to its
stockholders in full satisfaction of any notice requirements it may have under
the Nevada Revised Statutes. No additional action will be undertaken by the
Company with respect to the receipt of written consents, and no dissenters'
rights with respect to the receipt of the written consents, and no dissenters'
rights under the Nevada Revised Statutes are afforded to the Company's
stockholders as a result of the adoption of these Corporate Actions.
Expenses in connection with the distribution of this
Information Statement, will be paid by the Company.
VOTE REQUIRED; MANNER OF APPROVAL
Approval to amend and restate the current Articles of
Incorporation of the Company under the Nevada Revised Statutes ("NRS") requires
the affirmative vote of the holders of a majority of the voting power of the
Company. The Company has no class of voting stock outstanding other than the
Common Stock.
Section 78.320 of the NRS provides, in substance, that, unless
the Company's Articles of Incorporation provides otherwise, stockholders may
take action without a meeting of stockholders and without prior notice if a
consent or consents in writing, setting forth the action so taken, is signed by
the holders of outstanding voting stock holding not less than the minimum number
of votes that would be necessary to approve such action at a stockholders
meeting. Under the applicable provisions of the NRS, this action is effective
when written consents from holders of record of a majority of the outstanding
shares of voting stock are executed and delivered to the Company.
In accordance with the NRS, the affirmative vote on the
Corporate Actions of at least a majority of the outstanding shares has been
obtained. As a result, no vote or proxy is required by the stockholders to
approve the Corporate Actions.
Under Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, as amended (the "Act"), the Corporate Actions cannot take effect until
20 days after this Information Statement is sent to the Company's stockholders.
As mentioned earlier, the Company expects to effect the Name Change by filing a
Certificate of Amendment with the Nevada Secretary of State approximately twenty
(20) days after the Mailing Date, which is anticipated to be on or about
February _____, 2012.
OTHER INFORMATION REGARDING THE COMPANY
As of the record date, there were 40,000,000 shares of our
Common Stock issued and outstanding. The Common Stock constitutes the sole class
of our voting securities. Each share of Common Stock entitles the holder thereof
to one vote on all matters submitted to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information concerning
the number of shares of the Companys common stock owned beneficially as of the
Record Date by: (i) each person (including any group) known by the Company to
own more than five percent (5%) of any class of its voting securities, (ii) each
of the Companys directors and each of its named executive officers, and (iii)
officers and directors as a group. Unless otherwise indicated, the stockholders
listed possess sole voting and investment power with respect to the shares
shown.
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Beneficial
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Ownership
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Name of Beneficial Owner
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Total Shares
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Percent of
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(2)
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Class (3)
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Michael Matvieshen (1)
Director,
President, Treasurer and Chief Executive Officer
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9,705,119
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24.26%
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Derek Bannister
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5,500,000
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13.75%
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Charles Bryant
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2,084,153
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5.21%
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Space Globe
Technologies Ltd.,
(4)(6)
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2,080,432
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5.20%
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Sunlogics Inc in
Trust(5)(6)
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1,325,627
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3.31%
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All Directors and Executive Officers as a
Group (1 Person)
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9,705,119
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24.26%
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(1)
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Executive officer and/or director of the
Company.
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(2)
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In accordance with Rule 13d-3(d)(1) under the Exchange
Act, represents the total number of shares of Common Stock owned as of
January 11, 2012.
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(3)
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Represents the percent of ownership of total outstanding
shares of Common Stock based on 40,000,000 shares of Common Stock
outstanding as of January 11, 2012.
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(4)
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Space Globe Technologies Ltd. is a Canadian
corporation.
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(5)
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Sunlogics Inc. is a Canadian Corporation.
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(6)
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The shares held by Space Globe and by Sunlogics Inc.
(Shares) are to be transferred to Mr. Michael Matvieshen pursuant to a
Share Purchase Agreement entered into by and between Mr. Matvieshen, Space
Globe Technologies Inc. and Sunlogics Inc. dated November 10, 2011 and as
amended on December 3, 2010. As of December 3, 2010, and pursuant to the
understanding between the parties, Mr. Matvieshen was granted full voting
rights on the Shares.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth all compensation awarded to, paid to
or earned by the Registrants President, Chief Executive Officer and Chief
Financial Officer for the fiscal year of the Company indicated.
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Non equity
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Nonqualified
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Name and
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Incentive
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Deferred
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All
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Principal
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Stock
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Option
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Plan
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Compensation
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Other
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Position
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Year
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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Michael
Matvieshen (1) Director, President, Chief Executive Officer
and Chief Financial Officer
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2011
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$120,000
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0
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0
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0
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0
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0
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0
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0
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(1)
From January 1-December 31, 2011, Mr.
Matvieshen accrued $120,000 of management fees.
Compensation of Directors
The Company has not compensated our directors for service on
the board of directors.
Employment Agreements
The Company has not entered into any employment agreements with
our executive officers or other employees to date.
Long-Term Incentive Plans
The Company currently has no long-term incentive plans.
Stock Option Plans
The Company currently has no stock option or other equity
incentive plans.
Grants of Plan-Based Awards
No plan-based awards were granted to any of our named executive
officers during the fiscal year ended December 31, 2011 or since December 31,
2011.
Outstanding Equity Awards at Fiscal Year End
Other than as disclosed below, no unexercised options or
warrants were held by any of our named executive officers at December 31, 2011.
On May 12, 2011, Mr. Matvieshen received 20 million warrants.
Option Exercises and Stock Vested
No options to purchase our capital stock were exercised by any
of our named executive officers, nor was any restricted stock held by such
executive officers vested during the fiscal year ended December 31, 2011.
Pension Benefits
No named executive officers received or held pension benefits
during the fiscal year ended December 31, 2011 or since December 31, 2011.
Nonqualified Deferred Compensation
No nonqualified deferred compensation was offered or issued to
any named executive officer during the fiscal year ended December 31, 2011 or
since December 31, 2011.
PROPOSAL NUMBER ONE
AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO SUNLOGICS POWER FUND INC.
Reasons for the Name Change
The Board of Directors and our stockholders holding a majority
of our outstanding shares have consented in writing to change our name from
Salamon Group Inc. to Sunlogics Power Fund Inc. (the Name Change). The
Company believes that the new name, Sunlogics Power Fund Inc., will more
accurately reflect our current business activities and will promote public
recognition and more accurately reflect our products and business focus.
Effectiveness of the Name Change
As of the Record Date, stockholders holding an aggregate of
20,761,178 shares, representing 51.9% of the outstanding shares of the Companys
common stock, executed a written consent authorizing and approving the Name
Change. A Certificate of Amendment to the Companys Articles of Incorporation is
expected to be filed with the Nevada Secretary of State with respect to the Name
Change twenty (20) days after the Mailing Date. Further, once the Name Change is
approved, the Company will promptly thereafter change its OTC trading symbol.
The Companys new OTC trading symbol will be determined at the time the Name
Change becomes effective.
The Name Change will not have any effect on the rights of the
existing shareholders of the Company. The Name Change will not affect the
validity or transferability of currently outstanding stock certificates, and
shareholders will not be requested to surrender for exchange any stock
certificates they hold. However, pursuant to the written consent resolutions
executed by the Companys majority stockholder and Section 78.390 of the Nevada
Revised Statutes, the Companys Board of Directors reserves the right to abandon
the Name Change at any time prior to the Effective Date if they deem it
appropriate to do so.
No Appraisal Rights
Under Nevada law, the Companys stockholders are not entitled
to appraisal rights with respect to the Name Change.
WE ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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PROPOSAL NUMBER TWO
APPROVAL OF INCREASE IN AUTHORIZED SHARE CAPITAL
General
The Companys Board of Directors has approved an increase in
the Companys authorized share capital from 40,000,000 to 500,000,000 shares
(Authorized Share Capital Increase). As of the Record Date, stockholders
holding an aggregate of 20,761,178 shares, representing 51.9% of the outstanding
shares of the Companys common stock, executed a written consent authorizing and
approving the Authorized Share Capital Increase.
Purpose
The Authorized Share Capital Increase would give the Board of
Directors flexibility, without further stockholder action, to issue shares of
common stock on such terms and conditions as the Board of Directors deems to be
in the best interests of the Company and its stockholders. It is anticipated
that such purposes without limitation, may include the issuance for cash as a
means of obtaining capital for use by the Company, or issuance as part or all of
the consideration required to be paid by the Company for acquisitions of other
businesses or assets.
WE ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
PROPOSAL NUMBER THREE
APPROVAL OF ONE FOE TEN REVERSE SPLIT OF OUTSTANDING
SHARES
General
The Companys Board of Directors has approved a reverse split
of the Company's common shares in the ratio of one share for each ten shares
previously owned. (Reverse Split). As of the Record Date, stockholders holding
an aggregate of 20,761,178 shares, representing 51.9% of the outstanding shares
of the Companys common stock, executed a written consent authorizing and
approving the Reverse Split.
Purpose
It is anticipated that the Reverse Split shall increase the per
share market price of the Common Stock , thereby enhancing acceptability of the
Common Stock to the financial community and the investing public and potentially
broadening the investor pool from which the Company might be able to obtain
additional financing.
The reverse split will have the effect of reducing the total
outstanding shares from 40,000,000 pre-split shares outstanding to 4,000,000
post-split shares outstanding.
Stockholders will hold the same percentage interest in the
Company as they held prior to the reverse stock split, but their interest will
be represented by one-tenth as many shares. For instance, if a stockholder
presently owns 100 shares, after the reverse stock split they will own 10 shares
(100 divided by 10 equals 10 shares).
Procedure for Exchange of Stock Certificates
The Company anticipates that the reverse stock split will
become effective on February ____2012 which is approximately twenty (20) calendar days after this Information
Statement is first mailed to our stockholders, or as soon thereafter as is
practicable, (Effective Date). Beginning on the Effective Date, each
certificate representing pre-reverse split shares will be deemed for all
corporate purposes to evidence ownership of post-reverse split shares.
The Companys transfer agent will act as exchange agent for
purposes of implementing the exchange of stock certificates. Holders of
pre-reverse split shares are asked to surrender to the transfer agent
certificates representing pre-reverse split shares in exchange for certificates
representing post-reverse split shares in accordance with the procedures set
forth in a letter of transmittal to be provided to each stockholder following
the Effective Date. No new certificates will be issued to a stockholder until
that stockholder has surrendered the stockholders outstanding certificate(s)
together with the properly completed and executed letter of transmittal.
Federal Income Tax Considerations
Neither the Company nor its stockholders should recognize any
gain or loss for federal income tax purposes as a result of the reverse stock
split. This conclusion is based on the provisions of the Internal Revenue
Code of 1986 (the Code), existing and proposed regulations
thereunder, legislative history, judicial decisions, and current administrative
rulings and practices, all in effect on the date hereof. Any of these
authorities could be repealed, overruled, or modified at any time. Any such
change could be retroactive and, accordingly, could cause the tax consequences
to vary substantially from the consequences described herein. No ruling from the
Internal Revenue Service (the IRS) with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion. Accordingly, you should
consult with your tax advisor.
This discussion may not address certain federal income tax
consequences that may be relevant to particular stockholders in light of their
personal circumstances (such as persons subject to the alternative minimum tax)
or to certain types of stockholders (such as dealers in securities, insurance
companies, foreign individuals and entities, financial institutions, and
tax-exempt entities) who may be subject to special treatment under the federal
income tax laws. This discussion also does not address any tax consequences
under state, local, or foreign laws.
You are urged to consult your tax adviser as to the
particular tax consequences to you of the reverse stock split, including the
applicability of any state, local, or foreign tax laws, changes in applicable
tax laws and any pending or proposed legislation.
Effective Time
All the Actions described above automatically will be
effective, and may be implemented by the Company, 20 days after the date that
this Information Statement is mailed to the stockholders of the Company.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE
MATTERS TO BE ACTED UPON
No director, executive officer, associate of any officer or
director or executive officer, or any other person has any interest, direct or
indirect, by security holdings or otherwise, in the amendment to the Certificate
of Incorporation referenced herein which is not shared by the majority of the
stockholders.
OTHER MATTERS
If you and others who share your mailing address own Common
Stock in street name, meaning through bank or brokerage accounts, you may have
received a notice that your household will receive only one annual report and
proxy statement from each corporation whose stock is held in such accounts. This
practice, known as "householding" is designed to reduce the volume of duplicate
information and reduce printing and postage costs. Unless you responded that you
did not want to participate in householding, you were deemed to have consented
to it, and a single copy of this Information Statement has been sent to your
address. Each stockholder will continue to receive a separate notice.
If you would like to receive an individual copy of this
Information Statement, we will promptly send a copy to you upon request by mail
to the Company at 5-215 Neave Road, Kelowna, BC, Canada V1V 2L9, or by calling
(778) 753-5675. This document is also available in digital form for download or
review by visiting the website of the Securities and Exchange Commission at
www.sec.gov
.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance with the
requirements thereof, file reports, proxy statements and other information with
the Securities and Exchange Commission ("SEC"). Copies of these reports, proxy
statements and other information can be obtained at the SEC's public reference
facilities at Judiciary Plaza, Room 1024, 450 Fifth Street, N, Washington, D.C.,
20549. Additionally, these filings may be viewed at the SEC's website at
http://www.sec.gov
.
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as
amended, the Registrant has duly caused this Information Statement to be signed
on its behalf by the undersigned hereunto authorized.
BY ORDER OF THE BOARD OF
DIRECTORS
SALAMON GROUP INC.
By:
/s/ Michael
Matvieshen
Michael Matvieshen
President and CEO
EXHIBIT A
WRITTEN CONSENT OF THE STOCKHOLDERS
OF
SALAMON GROUP INC.
a Nevada Corporation
IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS
The undersigned, constituting the holders of more than fifty
percent (50%) of the outstanding common stock, $0.001 par value per share (the
Common Stock) (collectively, the "Stockholders") of Salamon Group Inc., a
Nevada corporation (the "Corporation"), acting pursuant to the authority granted
by Sections 78.320 and 78.390 of the Nevada Revised Statutes (the Corporations
Law) and Section 8 of the By-Laws of the Corporation, and pursuant to the
Corporations Articles of Incorporation, do hereby adopt the following
resolutions by written consent as of January 11, 2012.
INCREASE IN AUTHORIZED CAPITAL STOCK
WHEREAS,
the Board of Directors of the Corporation has
considered and unanimously approved the name change of the Corporation to
Sunlogics Power Fund Inc. (the Name Change); and
WHEREAS,
the Board of Directors of the Corporation has
considered and unanimously approved the increase in authorized share capital of
the Corporation from 40,000,000 to 500,000,000 shares of common stock
(Authorized Share Capital Increase).
WHEREAS,
the Board of Directors of the Corporation has
considered and unanimously approved the one for ten reverse split of outstanding
shares of common stock (Reverse Split);
NOW, THEREFORE, BE IT VOTED BY THE UNDERSIGNED
, that the
Name Change and Authorized Share Capital Increase are hereby ratified, adopted
and approved by the undersigned; and
BE IT FURTHER VOTED BY THE UNDERSIGNED
, that the
officers of the Corporation are hereby authorized and approved to take all
actions deemed necessary or desirable by them, or each acting alone, to effect
the Name Change and Authorized Share Capital Increase.
AMENDMENT TO THE
ARTICLES OF
INCORPORATION
WHEREAS
,
it is deemed by the Board of Directors
to be in the best interests of the Corporation and its stockholders that the
Articles of Incorporation be amended and the that amendment is necessary to
effect the Name Change, Authorized Share Capital Increase and Reverse Split;
WHEREAS,
the Board of Directors has considered and
unanimously approved the proposed form of Certificate of Amendment to the
Articles of Incorporation substantially in the form of that attached hereto as
Exhibit B (the Amendment);
NOW, THEREFORE, BE IT VOTED BY THE UNDERSIGNED
, that the
form of the Amendment be and hereby is ratified, adopted and approved by the
undersigned; and
BE IT FURTHER VOTED BY THE UNDERSIGNED
, that the
officers of the Corporation are hereby authorized and approved to take all
actions deemed necessary or desirable by them, or each acting alone, to cause
the Corporation to effect the Name Change and to duly file the Amendment in the
State of Nevada, with any changes or modifications the officers of the
Corporation may deem necessary or desirable.
[SIGNATURE PAGE FOLLOWS]
This Written Consent shall be added to the corporate records of
the Corporation and made a part thereof, and the votes set forth below shall
have the same force and effect as if adopted at a meeting duly noticed and
held.
This Written Consent may be executed in counterparts and with
facsimile signatures with the effect as if all parties hereto had executed the
same document. All counterparts shall be construed together and shall constitute
a single Written Consent as of the date of the final signature hereto.
This Written Consent may be revoked by the undersigned at
any time prior to the time upon which written
consents of the number of
shares required to authorize the above proposed action have been filed with
the
Secretary of the Corporation.
By
:
/s/ Michael Matvieshen
Name:
Michael Matvieshen
Common Stock Stockholder
Dated
: January 11, 2012
Number of Shares Voted:
9,705,119
CERTIFICATE OF VOTING CONTROL
I,
Michael Matvieshen
, the above executing Stockholder,
do hereby represent, warrant and certify to the Corporation, that I have the
sole and full right, power and authority, to exercise sole voting, investment
and control over the shares of Common Stock of the Corporation so voted by me,
acting alone, in the foregoing Written Consent.
By
:
/s/ Michael Matvieshen
Name:
Michael Matvieshen
Common Stock Stockholder
Dated:
January 11,
2012
Number of Shares Voted:
9,705,119
This Written Consent may be revoked by the undersigned at
any time prior to the time upon which written
consents of the number of
shares required to authorize the above proposed action have been filed with
the
Secretary of the Corporation.
By
:
/s/ Joel Cohen
Name:
Joel
Cohen
Common Stock Stockholder
Dated
: January 11, 2012
Number of Shares Voted:
1,250,000
CERTIFICATE OF VOTING CONTROL
I,
Joel Cohen
, the above executing Stockholder, do
hereby represent, warrant and certify to the Corporation, that I have the sole
and full right, power and authority, to exercise sole voting, investment and
control over the shares of Common Stock of the Corporation so voted by me,
acting alone, in the foregoing Written Consent.
By
:
/s/ Joel Cohen
Name:
Joel
Cohen
Common Stock Stockholder
Dated
: January 11, 2012
Number of Shares Voted:
1,250,000
This Written Consent may be revoked by the undersigned at
any time prior to the time upon which written
consents of the number of
shares required to authorize the above proposed action have been filed with
the
Secretary of the Corporation.
By
:
/s/
Harold
Schneider
Name:
Harold Schneider
Common Stock
Stockholder
Dated
: January 11, 2012
Number of Shares Voted:
900,000
CERTIFICATE OF VOTING CONTROL
I,
Harold Schneider
, the above executing Stockholder, do
hereby represent, warrant and certify to the Corporation, that I have the sole
and full right, power and authority, to exercise sole voting, investment and
control over the shares of Common Stock of the Corporation so voted by me,
acting alone, in the foregoing Written Consent.
By
:
/s/ Harold Schneider
Name:
Harold Schneider
Common Stock Stockholder
Dated
:
January 11, 2012
Number of Shares Voted:
900,000
This Written Consent may be revoked by the undersigned at
any time prior to the time upon which written
consents of the number of
shares required to authorize the above proposed action have been filed with
the
Secretary of the Corporation.
By
:
/s/ Michael Matvieshen
Name:
Sunlogics Inc.
Inc in Trust
Common Stock Stockholder
Dated
:
January 11, 2012
Number of Shares Voted:
1,325,627
CERTIFICATE OF VOTING CONTROL
I,
Sunlogics Inc.
Inc in Trust, the above executing
Stockholder, do hereby represent, warrant and certify to the Corporation, that I
have the sole and full right, power and authority, to exercise sole voting,
investment and control over the shares of Common Stock of the Corporation so
voted by me, acting alone, in the foregoing Written Consent.
By
/s/ Michael Matvieshen
Name:
Sunlogics
Inc.
Inc in Trust
Common Stock Stockholder
Dated
: January 11,
2012
Number of Shares Voted:
1,325,627
This Written Consent may be revoked by the undersigned at
any time prior to the time upon which written
consents of the number of
shares required to authorize the above proposed action have been filed with
the
Secretary of the Corporation.
By
:
/s/ Derek Bannister
Name:
Derek
Bannister
Common Stock Stockholder
Dated
: January 11, 2012
Number of Shares Voted:
5,500,000
CERTIFICATE OF VOTING CONTROL
I,
Derek Bannister,
the above executing Stockholder, do
hereby represent, warrant and certify to the Corporation, that I have the sole
and full right, power and authority, to exercise sole voting, investment and
control over the shares of Common Stock of the Corporation so voted by me,
acting alone, in the foregoing Written Consent.
By
:
/s/ Derek Bannister
Name:
Derek
Bannister
Common Stock Stockholder
Dated
: January 11, 2012
Number of Shares Voted:
5,500,000
This Written Consent may be revoked by the undersigned at
any time prior to the time upon which written
consents of the number of
shares required to authorize the above proposed action have been filed with
the
Secretary of the Corporation.
By
/s/ Michael Matvieshen
Name:
Space Globe
Technologies Ltd.
Common Stock Stockholder
Dated
: January 11,
2012
Number of Shares Voted:
2,080,432
CERTIFICATE OF VOTING CONTROL
I,
Space Globe technologies Ltd.,
the above executing
Stockholder, do hereby represent, warrant and certify to the Corporation, that I
have the sole and full right, power and authority, to exercise sole voting,
investment and control over the shares of Common Stock of the Corporation so
voted by me, acting alone, in the foregoing Written Consent.
By
:
/s/ Michael Matvieshen.
Name:
Space Globe Technologies Ltd.
Common Stock Stockholder
Dated
:
January 11, 2012
Number of Shares Voted:
2,080,432
EXHIBIT B
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR PROFIT NEVADA CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of
Stock)
1.
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Name of Corporation:
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Salamon Group Inc.
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2.
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The articles have been amended as follows:
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Article 1 is amended in its entirety to read: The name of
the Company is: Sunlogics Power Fund Inc.
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Article 3 is amended it its entirety to read: The amount
of total authorized capital of the Corporation is Five Hundred and Ten
Million (510,000,000) shares, with a par value of $0.001 per share, Ten
Million (10,000,000) of which shall be Preferred Stock and Five Hundred
Million (500,000,000) shall be Common Stock.
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On the effective date of this Certificate of Amendment,
the Corporation shall effect a reverse split in its issued and outstanding
shares of Common Stock so that the shares currently issued and outstanding
shall be reverse split, or consolidated, on a 1-for10 basis, and
stockholders shall receive one share of the Corporations post-split
Common Stock, $0.001 par value, for each ten shares of Common Stock,
$0.001par value, held by them prior to the reverse split. No scrip or
fractional shares will be issued in connection with the reverse split and
any fractional interest will be rounded up to the nearest whole share. The
reverse split will not result in any modification of the rights of
stockholders, and will have no effect on the stockholders equity in the
Corporation except for a transfer from stated capital to additional
paid-in capital. All shares returned to the Corporation as a result of the
reverse split will be canceled and returned to the status of authorized
and unissued shares. Except as specifically provided herein, the
Corporations Articles of Incorporation shall remain unmodified and shall
continue in full force and effect.
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3.
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The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least 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: 51.90%
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4.
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Signatures:
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SALAMON GROUP INC.
By
/s/ Michael Matvieshen
Michael Matvieshen
President
and CEO
, 2012