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
(Definitive)
January 10, 2017
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 10, 2017.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Date:
January 10, 2017
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For
the Board of Directors of
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MEDIA
ANALYTICS CORPORATION
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By:
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/s/ Guoqiang
Qian
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Guoqiang
Qian
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President,
Chief Executive Officer and
Chairman of the Board of Directors
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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 30, 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.
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
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Issued Shares
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Authorized but Unissued
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16,666,667
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10,000,629
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6,666,038
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Post-Reverse
Stock Split
Authorized Shares
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Issued Shares
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Authorized but Unissued
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25,000,000 (1)
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500,032
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24,499,968
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(1)
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Authorized
shares take into account an increase in authorized shares from 16,666,667 to 25,000,000, as provided for below
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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 30, 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.
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:
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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.
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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).
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The
Company's authorized number of common stock shall increase to 25,000,000 shares of the Common Stock (2)
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The
par value of the Company's common stock will not change.
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(2)
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Authorized
shares takes into account an increase in authorized shares from 16,666,667 to 25,000,000, as provided for below
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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 9, 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.
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”).
The
following documents as filed with the Commission by the Company are incorporated herein by reference:
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1.
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Quarterly
Report on Form 10-Q for the quarters ended September 30, 2016, June 30, 2016 and December 31, 2015.
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2.
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Annual
Report on Form 10-K for the year ended March 31, 2016;
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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)
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Amount
and Nature Of
Beneficial
Ownership
(2)
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Percentage
of Class
(3)
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Guoqiang Qian
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3,420,000
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34.20
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%
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Min Shi
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1,178,000
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11.78
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%
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Yanping Qian
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760,000
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7.60
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%
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Scott Silverman (4)
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190,000
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2.50
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%
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All officers and directors as a group (3 persons)
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4,788,000
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47.88
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%
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(1)
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Each of the persons listed has sole voting, investment, and dispositive
power, except as otherwise noted.
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(2)
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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.
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(3)
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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.
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(4)
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This amount includes shares owned by entities that Mr. Silverman has
voting control of.
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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 30, 2017.
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By
Order of the Board of Directors
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MEDIA
ANALYTICS CORPORATION
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/s/
Guoqiang Qian
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Guoqiang
Qian
President,
Chief Executive Officer and
Chairman
of the Board of Directors
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5
APPENDIX A
ARTICLES
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION OF
MEDIA
ANALYTICS CORPORATION
In
accordance with Sections 607.1003 and 607.1006 of the Florida Business Corporations Act, the undersigned, President of Media Analytics
Corporation (the "Corporation") hereby certifies:
FIRST:
That Article I of the Corporation’s Articles of Incorporation is hereby deleted in its entirety and amended as follows:
“The
name of this Corporation shall be: Jade Global Holdings, Inc.”
SECOND:
That Article IV of the Corporation's Articles of Incorporation, is hereby deleted in its entirety and amended as follows:
"The
maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be TWENTY-FIVE
MILLION (25,000,000) shares of Common Stock, par value $0.0001 per share and TEN MILLION (10,000,000) shares of Preferred Stock,
par value $0.0001 per share."
THIRD:
The foregoing Articles of Amendment to the Articles of Incorporation were adopted pursuant to Section 607.0821 by the board of
the Directors of the Corporation by written consent dated December 21, 2016.
FOURTH:
That in lieu of a meeting, holders of shares of stock representing a majority of the issued and outstanding shares of the Common
Stock of the Corporation have given written consent dated December 21, 2016 to such amendment in accordance with the provisions
of Section 607.0704. Therefore, the number of votes cast was sufficient for approval.
FIFTH:
These Articles of Amendment to the Articles of Incorporation shall be effective upon filing with the Florida Secretary of State.
IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to the Articles of Incorporation to be executed by its
duly authorized officer.
Date: January 30,
2017
MEDIA ANALYTICS
CORPORATION
___________________________________
Scott J. Silverman
Director, Vice
President and Treasurer