UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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x
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Definitive
Information Statement
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GREEN DRAGON WOOD PRODUCTS, INC.
(Name of Registrant as Specified in Its
Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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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):
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4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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GREEN DRAGON WOOD PRODUCTS, INC.
57a Nayland Street
Sumner, Christchurch 8081
New Zealand
To the Holders of Common Stock of Green Dragon Wood Products,
Inc.:
This Information Statement is being circulated to inform the
shareholders of action already approved by written consent of majority shareholders holding the voting rights equivalent to 52%
of the outstanding shares of our voting stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposals will not be effective until at least 20-calendar days after the mailing of this Information Statement to our shareholders.
Therefore, this Information Statement is being sent to you for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The actions to be effective at least 20-days after the mailing
of this Information Statement are as follows:
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1)
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Corporate name change to Zeecol International, Inc., from Green Dragon Wood Products, Inc.; and
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2)
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A reverse stock split of the Company’s issued and outstanding common stock, in a ratio of not less than one-for-two (1:2), and not more than one-for-twelve (1:12), the specific ratio to be fixed within this range by the Board of Directors in its sole discretion, pursuant to which the number of authorized shares of Common Stock will remain 450,000,000 shares and par value will remain $0.001, following such reverse stock split; any fractional shares post-split will be rounded up to the next whole share.
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Attached hereto for your review is an Information Statement
relating to the above described action.
By Order of the Board of Directors,
William Mook
Chief Executive Officer
March 6, 2017
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
INFORMATION STATEMENT
March 6, 2017
GENERAL INFORMATION
This Information Statement has been filed with the U. S. 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 “Shareholders”) of the common stock (the “Common Stock”)
and preferred stock (the “Preferred Stock”), each with par value $0.001 per share, of Green Dragon Wood Products, Inc.,
a Florida corporation (the “Company”), to notify such Shareholders of the following:
On February 10, 2017, the Board of Directors of the Company
approved by unanimous consent the following corporate actions:
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1)
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Corporate name change to Zeecol International, Inc., from Green Dragon Wood Products, Inc.; and
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2)
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A reverse stock split of the Company’s issued and outstanding common stock, in a ratio of not less than one-for-two (1:2), and not more than one-for-twelve (1:12), the specific ratio to be fixed within this range by the Board of Directors in its sole discretion, pursuant to which the number of authorized shares of Common Stock will remain 450,000,000 shares and the number of authorized preferred shares will remain 50,000,000 shares and the par value for both the Common Stock and Preferred Stock will remain $0.001, following such reverse stock split (the “Reverse Stock Split”); any fractional shares post-split will be rounded up to the next whole share.
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On or about February 22, 2017, the Company received written
consents in lieu of a meeting of shareholders from shareholders, who together own voting shares representing approximately 52%
of the 220,166,667 shares of the total issued and outstanding shares of voting stock of the Company (the “Majority Shareholders”)
ratifying and approving the above actions, in accordance with Florida General Corporation Law. Accordingly, your consent is not
required and is not being solicited in connection with the approval of the action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND A PROXY
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the “Board”)
believes that the shareholders of the Company will benefit from the corporate name change and it better reflects the company’s
business focus and the Reverse Stock Split because it may attract potential investment from outside investors, which will create
a more liquid public market for its common stock. No assurances can be given that such investors will be found.
Accordingly, it was the Board’s opinion that the transactions
described above would better position the Company to attract potential business candidates. The Board and the Majority Shareholders
approved the above actions on February 10, 2017 and February 22, 2017, respectively.
ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material
aspects of the actions approved by the Board and the Majority Shareholders.
ITEM 1
Corporate Name Change to Zeecol International,
Inc.
GENERAL
The Board of Directors of the Company have adopted a resolution
to change the name of the corporation from “Green Dragon Wood Products, Inc.” to “Zeecol International, Inc.”
The holders of shares representing a majority of the Company’s outstanding voting stock have given their written consent
to approve the Corporate Name Change. Under Florida corporation law and the Company’s bylaws, the consent of the holders
of a majority of the voting power is effective as shareholders’ approval. We will file an Articles of Amendment to the Articles
of Incorporation of the Company (the “Amendment”) in order to change the name of the Company, provided, however, that
in accordance with the requirements of the Securities Exchange Act of 1934 and Regulation 14C promulgated thereunder, the name
change Amendment will not be filed with the Secretary of State of Florida or become effective until at least twenty (20) calendar
days after the mailing of this Information Statement.
PURPOSE AND EFFECT OF THE CORPORATE NAME CHANGE
The Corporate Name Change has been approved because the new
name better represents the Company’s business focus. The Company is now in the business of converting waste to energy and
feed after its reorganization with Zeecol Limited, a New Zealand corporation. For more information about the transaction, please
see the current reports on Form 8-K, filed by the Company with the Securities and Exchange Commission on February 3, 2017 and February
9, 2017.
ITEM 2
Reverse Stock Split
DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR
COMMON STOCK
GENERAL
The Board approved a resolution to effect a reverse stock split
of the Company’s issued and outstanding common stock, in a ratio of not less than one-for-two (1:2), and not more than one-for-twelve
(1:12), the specific ratio to be fixed within this range by the Board of Directors in its sole discretion. The holders of shares
representing a majority of the Company’s outstanding voting stock have given their written consent to approve the Reverse
Stock Split. To avoid the issuance of fractional shares of Common Stock, all fractional shares will be rounded up to the next whole
share. Any shareholder who owns one or fewer shares will be rounded-up to one whole share. No fractional shares will be issued.
The Reverse Stock Split is not applicable to our issued and outstanding Preferred Stock.
Concurrent with the Reverse Stock Split, the Company will amend the voting rights of the Series A Convertible Preferred Stock, so that the holders of Common Stock maintain
voting control of the Company after the Reverse Stock Split is implemented.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR
PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PLEASE NOTE THAT THE REVERSE STOCK 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 AND THE PAR VALUE PER SHARE OF COMMON STOCK WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES
ISSUED AND OUTSTANDING WILL BE REDUCED IN HALF.
Note:
Although there will
be an increase in the number of shares the Company will be able to issue because the number of authorized shares and par value
will remain the same while the number of shares issued and outstanding will be reduced, at this time, we do not have any specific
plans, agreements, arrangements or understanding with respect to the proposed increase of our authorized but unissued stock as
a result of our planned reverse stock split.
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 has 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 stock split is the following. A company has 10,000,000 shares of common stock outstanding.
Assume the market price is $1.00 per share. Assume that the company declares a 2-for-1 reverse stock split. After the reverse stock
split, that company will have 1/2 as many shares outstanding, or 5,000,000 shares outstanding. The stock will have a market price
of $2.00. If an individual investor owned 10,000 shares of that company before the stock split at $1.00 per share, he will own
5,000 shares at $2.00 after the stock split. In either case, his stock will be worth $10,000. He is no better off before or after.
Except that such company hopes that the higher stock price will make that company look better and thus the company will be a more
attractive to potential investors. There is no assurance that that company’s stock will rise in price after a reverse stock
split or that investors’ interest in the Company will result.
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 Stock 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 Stock Split will rise in proportion to
the reduction in the number of shares of Common Stock outstanding resulting from the Reverse Stock 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.
If the Reverse Stock Split successfully
increases the per share price of our Common Stock, the Board of Directors further believes such increase may facilitate future
financings by the Company. In addition, the resulting reduction in the number of issued and outstanding shares of Common Stock
will provide the Company with additional authorized but unissued shares which could be utilized for future product acquisitions
or to otherwise raise funds to help build the Company’s business objectives.
The Board of Directors of Green Dragon Wood Products, Inc. may
authorize, without further shareholder approval, the issuance of such shares of Common Stock or Preferred Stock to such persons,
for such consideration, and upon such terms as the Board of Directors determines. Such issuance could result in a significant dilution
of the voting rights and the shareholders’ equity, of then existing shareholders.
Issuance of additional Common Stock may have the effect of deterring
or thwarting persons seeking to take control of Green Dragon Wood Products, Inc. through a tender offer, proxy fight or otherwise
or to bring about removal of incumbent management or a corporate transaction such as merger. For example, the issuance of Common
Stock or Preferred Stock could be used to deter or prevent such a change of control through dilution of stock ownership of persons
seeking to take control or by rendering a transaction proposed by such persons more difficult.
The Reverse Stock Split will affect
all of our shareholders 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 Stock Split results in any of our shareholders owning a
fractional share. All shareholders holding a fractional share shall be issued an additional share. The principal effect of
the Reverse Stock Split will be that the number of shares of Common shares issued and outstanding common shares will be
reduced from 120,166,667 shares as of February 22, 2017 to approximately 60,083,334 shares if a 1:2 ratio is
implemented or approximately 10,013,889 shares if a 1:12 ratio is implemented. The number of authorized shares and the par
value of Common Stock and Preferred 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):
Common Stock
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Pre-Reverse Stock Split
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Common
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Authorized Common Shares
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Issued Shares
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Authorized but Unissued
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450,000,000
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120,166,667
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329,833,333
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Authorized Common
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Post-Reverse Common Stock
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Shares
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Split Issued Shares (Assuming 1:2 reverse split)
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Authorized but Unissued (Assuming 1:2 reverse split)
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450,000,000
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60,083,334
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389,916,666
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Authorized Common
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Post-Reverse Common Stock
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Shares
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Split Issued Shares (Assuming 1:12 reverse split)
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Authorized but Unissued (Assuming 1:12 reverse split)
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450,000,000
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10,013,889
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439,986,111
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Preferred Stock
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Pre-Reverse Stock Split
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Preferred Share
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Authorized Preferred Shares
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Issued
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Authorized but Unissued
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50,000,000
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2,000,000
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48,000,000
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Post-Reverse Stock Split
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Post-Reverse Preferred Stock
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Authorized Preferred Shares
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Split Issued Shares
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Authorized but Unissued
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50,000,000
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2,000,000
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48,000,000
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The Reverse Stock Split will not affect the par value of our
Common or Preferred Stock. As a result, on the effective date of the Reverse Stock 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 Stock Split will not change the proportionate equity
interests of our shareholders, nor will the respective voting rights and other rights of shareholders be altered, except for possible
immaterial changes, due to rounding-up any fractional shares. The Common Stock issued pursuant to the Reverse Stock Split will
remain fully paid and non-assessable. The Reverse Stock 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.
Shareholders should recognize that they will own a fewer number
of shares than they presently own. While we expect that the Reverse Stock Split will result in an increase in the potential market
price of our Common Stock, there can be no assurance that the Reverse Stock 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 Stock 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 Stock
Split. In addition, the Reverse Stock Split may increase the number of shareholders of the Company who own odd lots (less than
100 shares). Shareholders 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 Stock Split will
achieve the desired results that have been outlined above.
As discussed above, the reason the Reverse Stock Split is being
proposed is to increase the amount of shares the Company is able to issue in order to attract potential investors and conduct a
financing. This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities
or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise.
Neither the Company’s Articles nor its By-laws presently
contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments
to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals
to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
The advantage of the Reverse Stock Split will be to permit the
Company to pursue financing from investors and issue shares of Common Stock in exchange for the financing. This is the main purpose
for the Reverse Stock Split and if the Reverse Stock Split is not completed, the Company would not be able to issue additional
shares sufficient to complete a financing. The main disadvantage to the Reverse Stock Split is that it may have an anti-takeover
effect and discourage any potential mergers or tender offers.
As discussed above, the Reverse Stock Split was the subject
of a vote of approval by the Board of Directors and Majority Shareholders approving the Reverse Stock Split.
DISSENTER’S RIGHTS OF APPRAISAL
Under Florida General Corporation Law, dissenting shareholders
are not entitled to appraisal rights with respect to this Reverse Stock Split, and we will not independently provide the shareholders
with any such right.
PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES
The Company anticipates that the Reverse Stock Split will become
effective on or prior to May 31, 2017, which date we will refer to as the “effective date.” Beginning on the effective
date, each certificate representing pre-Reverse Stock Split shares will be deemed for all corporate purposes to evidence ownership
of post-Reverse Stock Split shares.
Our transfer agent, Action Stock Transfer, 2469 E. Fort Union
Blvd, Suite 214, Salt Lake City, UT 84121, Telephone: (801) 274-1088, will act as exchange agent for purposes of implementing the
exchange of stock certificates. We refer to such person as the “exchange agent.” Holders of pre-Reverse Stock Split
shares are asked to surrender to the exchange agent certificates representing pre-Reverse Stock Split shares in exchange for certificates
representing post-Reverse Stock Split shares. No new certificates will be issued to a shareholder until that shareholder has surrendered
the shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal.
FRACTIONAL SHARES
We will not issue fractional certificates for post-Reverse Stock
Split shares in connection with the Reverse Stock Split. To the extent any holders of pre-Reverse Stock Split shares are entitled
to fractional shares as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional
shares.
SUMMARY OF REVERSE STOCK SPLIT
Below is a brief summary of the Reverse Stock Split:
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Shareholders shall have their total shares reduced in accordance with the split ratio. Any shareholder who owns one or fewer shares will be rounded-up to one whole share. No fractional shares will be issued.
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As a result of the reduction of the Common Stock, the pre-Reverse Stock Split total of issued and outstanding shares of 120,166,667 shares shall be consolidated. See the chart above.
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The Company’s authorized number of Common Stock shall remain at 450,000,000 shares of and the number of authorized Preferred Stock shall remain at 50,000,000 shares.
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The par value of the Company’s Common Stock and Preferred Stock will remain $0.001 per share.
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This action has been approved by the Board and the Majority
Shareholders, who represent approximately 52% of the total issued and outstanding shares of voting 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 February 22, 2017, as the record date (the “Record Date”) for the determination of Shareholders who are entitled
to receive this Information Statement.
Each share of our Common Stock entitles its holder to one vote
on each matter submitted to the shareholders. However, because the shareholders holding at least a majority of the voting rights
of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing actions by resolution; and
having sufficient voting power to approve such proposals through their ownership of the capital stock, no other consents will be
solicited in connection with 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 forgoing action
will not become effective until at least 20 calendar days after the mailing of this Information Statement.
This Information Statement is being mailed on or about March
8, 2017 to all shareholders of record as of the Record Date.
OUTSTANDING VOTING SECURITIES
On February 10, 2017, the Board of Directors
approved the corporate name change and Reverse Stock Split.
On or about February 22, 2017, the Company
received written consents in lieu of a meeting of shareholders from one shareholder, who owns 114,230,434 voting shares
representing approximately 52% of the 220,166,667 shares of the total issued and outstanding shares of voting stock of the Company,
ratifying and approving the corporate name change and Reverse Stock Split.
Since the action has been approved by the
Majority Shareholders, no proxies are being solicited with this Information Statement.
Florida Statues Section 607.0704 provides
that any action to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having
not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action
at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective the
action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders
having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the corporation by delivery
to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of
the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP
AND MANAGEMENT
The following table sets forth information
as of the date hereof with respect to the beneficial ownership of the outstanding shares our Common Stock by (i) any person or
group owning more than 5% of any class of voting securities, (ii) each director, (iii) our Chief Executive Officer and (iv) all
executive officers and directors as a group:
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Title of Class
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Name and Address
of Beneficial Owner
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Amount and
Nature of
Beneficial
Ownership (1)
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Percentage of
Class (1)
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Directors and Executive Officers
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Common Stock
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William Mook (2)
c/- Nexia Christchurch Limited-Russley
30 Sir William Pickering Drive
Burnside, Christchurch, 8053
New Zealand
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114,255,434
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95.1
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%
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Series A Preferred Stock (3)
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Kwok Leung Lee
Unit 312, 3rd Floor,
New East Ocean Centre,
9 Science Museum Road,
Kowloon, Hong Kong
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2,000,000
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100
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%
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All Directors and Executive Officers as a group (2 persons)
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Common Stock
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114,255,434
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95.1
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%
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Series A Preferred Stock
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2,000,000
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100
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%
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*Less than 1%
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(1)
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Information
with respect to beneficial ownership is based upon information furnished by each shareholder or contained in filings made
with the Securities and Exchange Commission. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In
determining the percent of Common Stock owned by a person or entity on March 6, 2017, (a) the numerator is the number of
shares of the class beneficially owned by such person and includes shares which the beneficial owner may acquire within 60
days upon conversion or exercise of a derivative security, and (b) the denominator is the sum of (i) the shares of that class
outstanding on March 6, 2017 and (ii) the total number of shares that the beneficial owner may acquire upon conversion or
exercise of a derivative security within such 60 day period. Unless otherwise stated, each beneficial owner has sole power to
vote and dispose of the shares.
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(2)
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William
Mook, our Chief Executive Officer and Director, has voting and investment control over 114,230,434 shares held by Coeus
Limited a New Zealand corporation, and may exercise voting and dispositive power with respect to such shares, and therefore Mr. Mook may
be deemed the beneficial owner of such shares.
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(3)
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Each share of Series A Preferred Stock is entitled to 50 votes for each share. Each share of Series A Preferred Stock shall exist until August 7, 2017 (the “
Expiration Date
”), unless extended in certain circumstances as set forth within the Articles of Amendment. On or prior to the Expiration Date, the Company has the option to cause Mr. Lee (the “Holder”) to redeem all of the 2,000,000 shares of Series A Preferred Stock held by the Holder to the Company in exchange for the business (including all of the assets and the liabilities) of the Company that existed just prior to February 2, 2017, (the “
Existing Green Dragon Business
”) (the “
Mandatory Redemption
”). Additionally, on or prior to the Expiration Date, the Holder may redeem his shares of Series A Preferred Stock by redeeming all of his shares of Series A Preferred Stock to the Company in exchange for the Existing Green Dragon Business (the “
Holder Optional Redemption
”), or prior to the Expiration Date, the Holder has the option to convert all of the shares of Series A Preferred Stock he owns into a number of shares of Common Stock to be mutually agreed upon by and between the Holder and the Corporation at the time of conversion; provided, however, that the Holder shall be entitled to receive at least a minimum of $500,000 worth of shares of Common Stock, based on the fair market value of such Common Stock on the date of conversion.
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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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Annual
Report on Form 10-K for the year ended March 31, 2016.
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2.
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Periodic
Reports on Form 10-Q for the quarters ended June 30, 2016, September 30, 2016 and December 31, 2016.
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send
only one Information Statement and other corporate mailings to shareholders who share a single address unless we received contrary
instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our
printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information
Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make
such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii)
the address to which the Company should direct the additional copy of the Information Statement, to the Company at: Chief Executive
Officer, 57a Nayland Street, Sumner, Christchurch 8081, New Zealand.
If multiple shareholders sharing an address have received one
copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each shareholder a separate
copy of future mailings, you may send notification to or call the Company’s principal executive offices. Additionally, if
current shareholders with a shared address received multiple copies of this Information Statement or other corporate mailings and
would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request
may also be made by mail or telephone to the Company’s principal executive offices.
By Order of the Board of Directors
William Mook
Chief Executive Officer