SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14 (c)

of the Securities Exchange Act of 1934 (Amendment No.)

 

Check the appropriate box:

 

Preliminary Information Statement

   

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2))

   

Definitive Information Statement

 

Media Analytics Corporation

(Name of Registrant As Specified In Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

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:
   
2) Aggregate number of securities to which transaction applies:
   
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):
   
4) Proposed maximum aggregate value of transaction:
   
5) Total fee paid:

 

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:
   
2) Form, Schedule or Registration Statement No:
   
3) Filing Party:
   
4) Date Filed:

 

 

 

 

 

 

THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF THE COMPANY

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

 

Media Analytics Corporation

1825 Ponce De Leon Blvd

Suite 411

Coral Gables, FL 33134-4418 USA

 

INFORMATION STATEMENT

(Preliminary)

 

December 28, 2016

 

GENERAL INFORMATION

 

This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value $0.001 per share (the “Common Stock”), of Media Analytics Corporation, a Florida Corporation (the “Company”), to notify such Stockholders that on or about or about December 27, 2016, the Company received written consents in lieu of a meeting of Stockholders from the holders of 5,538,000 shares representing approximately 55.38% of the 10,000,629 shares of the total issued and outstanding shares of voting stock of the Company (the "Majority Stockholders") authorizing the Company's Board of Directors to (1) effectuate a 1-for-20 reverse stock split (pro-rata decrease) of our issued and outstanding shares of Common Stock, (2) to increase the authorized common stock of the Company to 25,000,000 shares and (3) to change the name of the Company to “Jade Global Holdings, Inc.”

 

On December 27, 2016, the Board of Directors of the Company approved the above-mentioned actions, subject to Stockholder approval. The Majority Stockholders approved the action by written consent in lieu of a meeting on December 27, 2016, in accordance with the Florida Business Corporation Act. Accordingly, your consent is not required and is not being solicited in connection with the approval of the action. This Information Statement is first mailed to you on or about January ____ , 2017.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

 

Date: December 29, 2016

For the Board of Directors of

   
  MEDIA ANALYTICS CORPORATION
     
  By: /s/ Guoqiang Qian
    Guoqiang Qian
   

President, Chief Executive Officer and

Chairman of the Board of Directors

 

 

 

 

RECOMMENDATION OF THE BOARD OF DIRECTORS

 

Our Board of Directors (the “Board”) believes that our stockholders will benefit from the restructuring of our Capitalization structure and changing our name to “Jade Global Holdings, Inc.”  

 

The Board approved the above actions on December 27, 2016 and stockholders holding a voting majority of the outstanding voting capital stock of the Company approved the above actions on December 27, 2016.

 

ACTIONS TO BE TAKEN

 

This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.

 

DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK

 

GENERAL

 

The Board approved a resolution to effect a one-for-twenty reverse stock split. Under this reverse stock split each twenty (20) shares of our Common Stock will be converted automatically into one (1) share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company will issue an additional share to all holders of a fractional share. The effective date of the reverse stock split will be January ____, 2017.

 

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.

 

PLEASE NOTE THAT THE REVERSE SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL INCREASE AND THE PAR VALUE PER SHARE OF COMMON STOCK WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES ISSUED AND OUTSTANDING WILL BE REDUCED TWENTY-FOLD.

 

PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT

 

The Board of Directors believes that, among other reasons, the number of outstanding shares of our Common Stock have contributed to a lack of investor interest in the Company and has made it difficult to attract new investors and potential business candidates. The Board of Directors had proposed the Reverse Stock Split as one method to attract business opportunities in the Company.

 

When a company engages in a reverse stock split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding. Assume the market price is $.01 per share. If the company declares a 1 for 5 reverse stock split, after the reverse split the company will have 1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an individual investor owned 10,000 shares of that company before the split at $.01 per share, he will own 2,000 shares at $.05 after the split. In either case, his stock will be worth $100. He is no better off before or after. The company, however, hopes that the higher stock price will make that company look better and thus the company will be a more attractive merger target for potential business. There is no assurance that that company's stock will rise in price after a reverse split or that a suitable merger candidate will emerge.

 

We believe that the reverse stock split may improve the price level of our Common Stock and that the higher share price could help generate interest in the Company among investors and other business opportunities. However, the effect of the reverse split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding.

 

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The reverse split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional share. In lieu of issuing fractional shares, stockholders will be issued to all holders of a fractional share .50 or greater and no additional shares shall be issued to a holder of a fractional share less than .50 and the fractional share will be cancelled.

 

The principal effect of the reverse split will be that the number of shares of Common Stock issued and outstanding will be reduced from 10,000,629 shares as of December 27, 2016 to approximately 500,032 shares (depending on the number of fractional shares that are issued or cancelled). The number of authorized shares of Common Stock will not be affected. The following chart depicts the capitalization structure of the Company, both, pre- and post-split (the post-split issued shares may differ slightly based on the number of fractional shares): 

 

Pre-Reverse Stock Split

 

Authorized Shares     Issued Shares     Authorized but Unissued  
  16,666,667       10,000,629       6,666,038  

 

Post-Reverse Stock Split

 

Authorized Shares     Issued Shares     Authorized but Unissued  
  25,000,000 (1)       500,032       24,499,968  

 

(1) Authorized shares takes into account an increase in authorized shares from 16,666,667 to 25,000,000, as provided for below

 

The reverse split will not affect the par value of our Common Stock. As a result, on the effective date of the reverse split, the stated capital on our balance sheet attributable to our Common Stock will be reduced to less than the present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.

 

The reverse split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered, except for possible immaterial changes due to the cancellation of fractional shares. The Common Stock issued pursuant to the reverse split will remain fully paid and non-assessable. The reverse split is not intended as, and will not have the effect of, a "going private transaction" covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.

 

Stockholders should recognize that they will own a fewer number of shares than they presently own (a number equal to the number of shares owned immediately prior to the filing of the certificate of amendment divided by 20). While we expect that the reverse split will result in an increase in the potential market price of our Common Stock, there can be no assurance that the reverse split will increase the potential market price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in any potential market price (which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market price of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse split. In addition, the reverse split will increase the number of stockholders of the Company who own odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales. Consequently, there can be no assurance that the reverse split will achieve the desired results that have been outlined above.

 

PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES

 

The reverse split will become effective on January ____, 2017, which we will refer to as the "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 Company will act as exchange agent for purposes of implementing the exchange of stock certificates and payment of fractional share interests. We refer to such person as the "exchange agent." Holders of pre-reverse split shares are asked to surrender to the exchange agent certificates representing pre-reverse split shares in exchange for certificates representing post-reverse split shares in accordance with the procedures set forth in the letter of transmittal enclosed with this Information Statement. No new certificates will be issued to a stockholder until that stockholder has surrendered the stockholder's outstanding certificate(s) together with the properly completed and executed letter of transmittal.

 

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Our stockholders are not entitled to appraisal rights under the Florida Business Corporations Law in connection with the reverse stock split.

 

FRACTIONAL SHARES

 

We will not issue fractional certificates for post-reverse split shares in connection with the reverse split. Instead, an additional share shall be issued to all holders of a fractional share.

 

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.

 

SUMMARY OF REVERSE STOCK SPLIT

 

Below is a brief summary of the reverse stock split:

 

  The issued and outstanding Common Stock shall be reduced on the basis of one (1) post-split share of the Common Stock for every twenty (20) pre-split shares of the Common Stock outstanding. The consolidation shall not affect any rights, privileges or obligations with respect to the shares of the Common Stock existing prior to the consolidation.
  As a result of the reduction of the Common Stock the pre-split total of issued and outstanding shares of 10,000,629 shall be consolidated to a total of approximately 500,032 issued and outstanding shares (depending on the number of fractional shares that are be issued or cancelled).
  The Company's authorized number of common stock shall increase to 25,000,000 shares of the Common Stock (2)
  The par value of the Company's common stock will not change.

 

(2) Authorized shares takes into account an increase in authorized shares from 16,666,667 to 25,000,000, as provided for below

 

This action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting capital stock of the Company.

 

The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on December 27, 2016, as the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive this Information Statement.

 

You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the reverse split will not become effective until at least twenty (20) calendar days after the mailing of this Information Statement.

 

This Information Statement is being mailed on or about January ____, 2017 to all Stockholders of record as of the Record Date.

 

AMENDMENT OF CERTIFICATE OF INCORPORATION TO CHANGE THE CORPORATE NAME

 

On December 27, 2016, our Board and our stockholders owning a majority of our voting securities approved a resolution authorizing us to amend the Certificate of Incorporation to change our corporate name to “Jade Global Holdings, Inc.” The Board believes that the name change better reflects the nature of our current and anticipated business operations.

 

This name change will be effective twenty (20) days following the mailing to stockholders of the notice provided by the Definitive Information Statement, or as soon thereafter as practicable.

 

AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES

 

On December 27, 2016, our Board and our stockholders owning a majority of our voting securities approved a resolution authorizing us to amend the Certificate of Incorporation to increase the number of common shares we are authorized to issue from 16,666,667 to 25,000,000. The Board believes that the increase in authorized shares gives the Company the ability to issue shares as needed for acquisitions and/or raising funds in the future.

 

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The form of the amendment to the Company’s Articles to increase the Company’s authorized shares of common stock will be substantially as set forth on Appendix A (subject to any changes required by applicable law). The Increase of Authorized Common Stock would authorize the Company’s Board of Directors to effect an Increase of Authorized Common Stock of the Company from 16,666,667 shares to 25,000,000 shares.

 

Purpose of the Amendment

 

The general purpose of the Increase of Authorized Common Stock is to enhance the Company’s ability to finance the development and operation of its business.

 

Potential uses of the additional authorized shares of common stock may include public or private offerings, conversions of convertible securities, issuance of options pursuant to employee benefit plans, acquisition transactions and other general corporate purposes. Increasing the authorized number of shares of the Common Stock will give the Company greater flexibility and will allow the Company to issue such shares in most cases without the expense or delay of seeking stockholder approval. The Company currently has no specific agreements with respect to the additional authorized but unissued shares of Common Stock. However, the Company may in the future issue shares of its common stock in connection with financing transactions and other corporate purposes which its board of directors believes will be in the best interest of the Company’s stock holders, including in connection with respect to agreements with athletes who endorse the Company’s products. Shares of Common Stock carry no pre-emptive rights to purchase additional shares.

 

Effect of the Increase of Authorized Common Stock

 

The Increase of Authorized Common Stock will not have any immediate effect on the rights of existing stockholders and the Company currently has no specific agreements with respect to the additional authorized but unissued shares of Common Stock and other corporate purposes. However, the Company’s board of directors will have the authority to issue authorized shares of common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized shares of common stock are issued in the future, they will decrease the existing stockholders’ percentage equity ownership and, depending upon the price at which they are issued, could be dilutive to the existing stockholders.

 

The increase in the authorized number of shares of Common Stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued common stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance of additional shares could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company.

  

Interests of Certain Persons in the Action

 

Certain of the Company’s officers and directors have an interest in this Action as a result of their ownership of shares of our common stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” above.  However, we do not believe that our officers or directors have interests in this Action that are different from or greater than those of any other of our stockholders.

 

ADDITIONAL INFORMATION

 

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).  

 

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The following documents as filed with the Commission by the Company are incorporated herein by reference:

 

1.   Quarterly Report on Form 10-Q for the quarters ended September 30, 2016, June 30, 2016 and December 31, 2015.
2.   Annual Report on Form 10-K for the year ended March 31, 2016;

 

OUTSTANDING VOTING SECURITIES

 

As of the date of the Consent by the Majority Stockholders, December 27, 2016, the Company had 10,000,629 shares of Common Stock issued and outstanding, and there were no shares of Preferred Stock issued and outstanding. Each share of outstanding Common Stock is entitled to one vote on matters submitted for Stockholder approval. Preferred Stockholders are not entitled to vote on matters submitted for Stockholder approval.

 

On December 27, 2016, the holders of 5,538,000 shares (or approximately 55.38% of the 10,000,629 shares of Common Stock then outstanding) executed and delivered to the Company a written consent approving the action set forth herein. Since the action has been approved by the Majority Stockholders, no proxies are being solicited with this Information Statement.

 

The Florida Business Corporation Act 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 stock having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table presents certain information regarding the beneficial ownership of all shares of our common stock on the Record Date (December 27, 2016) for (i) each person who owns beneficially more than five percent of the outstanding shares of common stock (ii) each of our directors, (iii) each named executive officer, and (iv) all directors and officers in a group.

 

Name of Beneficial Owner (1)  

Amount and Nature

Of Beneficial Ownership (2)

    Percentage of Class(3)  
Guoqiang Qian     3,420,000       34.20 %
Min Shi     1,178,000       11.78 %
Yanping Qian     760,000       7.60 %
Scott Silverman (4)     190,000       2.50 %
All officers and directors as a group (3 persons)     4,788,000       47.88 %

 

(1) Each of the persons listed has sole voting, investment, and dispositive power, except as otherwise noted.

(2) Beneficial ownership has been determined in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. Such rule, generally, includes as beneficial owners of securities, among others, any person who directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within sixty (60) days through a means including but not limited to the exercise of any option, warrant, right or conversion of a security.

(3) All percentages are based on 10,000,629 shares issued and outstanding as of December 27, 2016 without regard to any options that are presently exercisable but are included in a calculation of beneficial ownership only pursuant to Rule 13d¬3(d)(1)(i) under the Exchange Act.

(4) This amount includes shares owned by entities that Mr. Silverman has voting control of.

 

DISSENTER’S RIGHTS OF APPRAISAL

 

The Stockholders have no right under the Florida Business Corporation Act, the Company’s articles of incorporation consistent with above or the Company’s By-Laws to dissent from any of the provisions adopted as set forth herein.

 

EFFECTIVE DATE OF REVERSE SPLIT

 

Pursuant to Rule 14c-2 under the Exchange Act, the reverse split shall not be effective until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the actions contemplated hereby will be effected on or about the close of business on January ____, 2017.

 

 

By Order of the Board of Directors

   
  MEDIA ANALYTICS CORPORATION
   
 

/s/ Guoqiang Qian

 

Guoqiang Qian

President, Chief Executive Officer and

Chairman of the Board of Directors

 

 

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