filedef14c.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
[
] Preliminary Information Statement
[
] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[X] Definitive
Information Statement
CHINA
MOBILITY SOLUTIONS, INC.
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X] 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:
China
Mobility Solutions, Inc.
#407-1270
Robson Street.
Vancouver,
B.C. Canada V6E 3Z6
June 30,
2008
NOTICE
OF ACTION TAKEN BY THE SHAREHOLDERS BY WRITTEN CONSENT OF A
MAJORITY
To The
Shareholders of China Mobility Solutions, Inc.
Xiao-qing
Du, Ernest Cheung, John Gaetz and Presidents Corporate Group (collectively, the
"Majority Shareholders") are the holders of a total of 255,000,000 shares or
approximately 80.35% of the total issued and outstanding stock of China Mobility
Solutions, Inc., a Florida corporation (the "Company"). The Majority
Shareholders have adopted the following resolutions by written consent in lieu
of a meeting pursuant to the Business Corporation Act of the State of Florida,
and subject to the Notice requirements of Section 14 of the Securities Exchange
Act of 1934.
1. To
change the Company's name to Global Peopleline Telecom Inc.;
2. To
carry out a mandatory reverse stock split of its common stock, exchanging one
hundred (100) existing share of common stock for one (1) share of post reverse
split common stock;
Xiao-qing
Du, President
WE ARE
NOT ASKING YOU FOR CONSENT OR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
China
Mobility Solutions, Inc.
#407-1270
Robson Street.
Vancouver,
B.C. Canada V6E 3Z6
June 30,
2008
NOTICE
OF SHAREHOLDERS' ACTION
The
Majority Shareholders have submitted their consents
to the actions described in this Information Statement on or
about June 19, 2008, to be effective on or before
July 10, 2008. As of June 19, 2008, the Majority Shareholders held of
record 255,000,000 shares of the Company's common stock, or approximately 80.35%
of the total issued
and outstanding common stock of the
Company. The remaining outstanding shares of common
stock are held by approximately four thousand other shareholders.
The
Majority Shareholders consenting consist of Xiao-qing Du, Ernest Cheung, John
Gaetz and Presidents Corporate Group. See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS."
Holders
of the common stock of record as of June 19, 2008 are entitled to
submit their consent to
the shareholder resolutions described in
this Information Statement, although no shareholder consents other
than that of the Majority Shareholders are required to be
submitted in order for the resolution to be adopted. The Company is NOT
soliciting consents or proxies and shareholders have no obligation to submit
either of them. Whether or not shareholders submit consents should not affect
their rights as shareholders or the prospects of the proposed shareholder
resolutions being adopted. The Majority Shareholders will consent to the entire
shareholder resolutions described in this Information Statement. The affirmative
vote of the holders of a majority of the outstanding common stock of the Company
is required to adopt the resolutions described in this Information Statement.
Florida law does not require that the proposed transaction be approved by a
majority of the disinterested shareholders. A total of 317,350,295 shares of
common stock will be entitled to vote on the Company's proposed transactions
described in this Information Statement.
THE
COMPANY
The
Company has its executive offices at #407-1270 Robson Street, Vancouver, B.C.
Canada V6E 3Z6, and its telephone number is (604) 632-9638. As
described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS,
the Company proposes to adopt certain amendments to the Articles of
Incorporation by shareholder action as follows:
Proposal
#1
AMENDMENT
TO ARTICLES FOR CORPORATION NAME CHANGE
The
majority shareholders have authorized a change in the name of this corporation
to Global Peopleline Telecom Inc. This requires an amendment to the Articles of
Incorporation.
The Board
believes the name change in our Articles of Incorporation is in the best
interest of the corporation, to better reflect the new business that the Company
is going to carry on.
The
Proposed Amendment to the Articles of Incorporation for this purpose
is: "Article One shall be amended to change the name to Global Peopleline
Telecom Inc.”
(The full
text of the proposed Amendment to the Articles is attached hereto as Exhibit A.)
Proposal
#2
REVERSE
SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING
To Authorize
a reverse split of the common stock on a one for one hundred basis,
by which each one hundred shares shall become one share;
our shareholders have approved a
pro-rata reverse split of our common stock, by
which each one hundred shares would become one share.
The
shareholders entitled to fractional shares as a result of the
reverse
split
will have the fractional shares rounded up to
the nearest whole share, because the cost
of administering fractional share to
the Company and the confusion, inconvenience,
and administrative time at the transfer agent and for
"street name" shareholders. The Board has determined that
it is more cost effective and
better business practice on
a cost/benefit analysis to handle
fractional shares this way than to attempt to administer
them as fractional shares or to pay cash or scrip for them.
There
will be no change in the number of record holders as a result of the reverse
split.
We believe that reverse split will be advantageous to
us and to all shareholders, because it may provide
the opportunity for higher share prices based
upon fewer shares. It is also a factor that most
brokerage houses do not
permit or favor lower-priced stocks to
be used as collateral for margin
accounts. Certain polices and practices of the securities industry
may tend to discourage individual brokers within those firms from dealing
in lower-priced stocks. Some of those polices and
practices involve time-consuming procedures that make the handling of lower
priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower
priced stocks may also represent a
higher percentage of the price than
the brokerage commission on higher priced
stocks.
As a
general rule, potential investors
who might consider making investments in our
company will refuse to do so when the company has a large number of shares
issued and outstanding with no equity. In other words, the "dilution" which new
investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our
capitalization structure more attractive.
The
Proposed Amendment to the Articles
of Incorporation for this purpose is: ARTICLE THREE is
hereby amended as follows:
The
aggregate number of shares which this corporation shall have
authority to issue is five hundred million (500,000,000) shares of a
par value of ($.001) which shares shall be designated common stock.
"Reverse
Stock Split. Each share of
the Corporation's Common Stock, par value of
$.001, issued and outstanding immediately prior
to June 19, 2008 (the "Old Common Stock")
shall automatically and without any action on the part of
the holder thereof be reclassified as and
changed, pursuant to a reverse stock split (the "Reverse Stock
Split"), into a fraction thereof of 1/100 of a share of the
Corporation's outstanding Common Stock, par value of $.001 (the "New
Common Stock"), subject to the treatment of
fractional share interests as described
below. Each holder of a certificate or certificates which
immediately prior to June 19,
2008 represented outstanding shares of
Old Common Stock (the "Old Certificates,"
whether one or more) shall be entitled to receive, upon surrender of such Old
Certificates to the Corporation's Transfer Agent for cancellation, a
certificate or certificates (the "New Certificates,"
whether one or more) representing the number of
whole shares of the New Common Stock into which and for which the
shares of the Old Common
Stock formerly represented by such Old
Certificates so surrendered are
classified under the terms hereof. From and after June 19,
2008, Old Certificates shall represent only the right to
receive New Certificates pursuant to the
provisions hereof. No certificates or scrip
representing fractional share interests in New Common Stock will be
issued, and no such fractional share
interest will entitle the holder thereof to
vote, or to any rights of a shareholder of
the Corporation. Any fraction of a share of New Common
Stock to which the holder would otherwise be
entitled will be adjusted upward to the nearest whole
share. If more than one Old Certificate shall
be surrendered at one time for the account of the
same Shareholder the number of full shares of New Common
Stock for which New Certificates shall be issued shall be computed on the basis
of the aggregate number of shares represented by the Old certificates
so surrendered. In the event that
the Corporation's Transfer Agent determines that a holder
of Old Certificates has not tendered all
his certificates for exchange, the Transfer
Agent shall carry forward any fractional share until all
certificates of that holder have been presented for
exchange such that payment for fractional shares to any one person shall not
exceed the value of one share. If any New Certificate is to be issued in a name
other than that in which the
Old
Certificates surrendered for exchange are issued, the Old
Certificates so surrendered shall be
properly endorsed and otherwise in
proper form for transfer. From and after June 19, 2008, the amount of
capital represented by the shares of the
New Common Stock into which and for which the
shares of the Old Common Stock
are reclassified under the terms hereof shall be the same
as the amount of capital represented by the shares of Old Common
Stock so reclassified until after reduced or increased in accordance
with applicable law. Fractional shares shall be rounded up
to the nearest whole share."
(The full
text of the proposed Amendment to the Articles
of Incorporation is attached hereto as Exhibit A.)
The
Company does not now qualify for a listing on any exchange, AMEX,
NASDAQ, NYSE, or any smaller exchange. The Company does not meet any exchange
qualifications at this time except that it is an SEC
registered company. There is no assurance whatsoever that the Company
will ever meet most of any exchange listing criteria.
There is
no assurance that any effect to
the price of our stock will result, or that the
market price for our common stock, immediately or shortly after the
proposed changes will rise, or that any rise which may
occur will be sustained. Market conditions are not predictable and may
be influenced by changes in investor attitudes and external economic
conditions. We are proposing the steps we deem
best calculated to meet the
market attractively. We cannot control the market's
reaction.
Dissenting
shareholders have no appraisal rights under Florida law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the reverse split.
Additional information
regarding the Company, its business, its stock, and its financial condition are
included in the Company's Form 10-KSB annual reports and its Form 10-QSB
quarterly reports. Copies of the Company's Form 10-KSB for
its fiscal year ending December 31, 2006 and
its quarterly report on the Form 10-QSB for the quarter
ending March 30, 2007 are available upon request to: Xiao-qing Du,
#407-1270 Robson Street, Vancouver, B.C. Canada V6E 3Z6.
SECURITY
OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table
sets forth certain information known to the Company with
respect to the beneficial ownership of
the Company's common stock as of June 19,
2008 by (i) each person who
is known by the Company to
own beneficially more than 5% of
the Company's common stock, (ii) each
of the Company's directors and executive officers, and (iii) all officers and
directors of the Company as a group. Except as otherwise listed below, the
address of each person is c/o China Mobility Solutions, Inc., #407-1270 Robson
Street, Vancouver, B.C. Canada V6E 3Z6.
Name
and Address
of Amount
and nature of
Beneficial
Owner Beneficial
Ownership
(1) Percentage
of Class
Xiao-qing
Du 193,000,000 60.8%
#407-1270
Robson St.
Vancouver,
BC, V6E 3Z6
[Missing Graphic Reference]
Ernest
Cheung 56,700,000 17.9%
6091
Richard Raod
Richmond,
BC
[Missing Graphic Reference]
John
Gaetz 3,300,000 1.0%
#407-1270
Robson St.
Vancouver,
BC, V6E 3Z6
[Missing Graphic Reference]
Presidents
Corporate
Group 2,000,000 0.6%
Ste
302-850 West Hastings St.
Vancouver,
BC V6C 1E1
Unless
otherwise indicated, the persons named in the table have sole voting
and investment power with respect to
all shares of common stock shown as
beneficially owned by them.
MANAGEMENT
The
following table lists the names and ages of the executive officers
and directors of the Company. The directors were appointed in 2007 and will
continue to serve until the next
annual shareholders meeting or until
their successors are appointed
and qualified. All officers serve at the discretion of the
Board of Directors.
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NAME
|
AGE
POSITION WITH THE COMPANY
|
Xiao-qing
Du
38
President, Director
John
Gaetz
58
Secretary, Director
XIAO-QING
(ANGELA) DU, President and Director, age 38, was Director of our
company from 1996 to date. She received a Bachelor of Science
in International Finance in 1992 from East
China Normal University. She received
a Master of
Science in Finance and Management Science in
1996 from the University of Saskatchewan in Canada. She
has been Business Manager of China Machinery & Equipment I/E
Corp. (CMEC) from 1992 to 1994. She is
also President of Infornet Investment CORP., our wholly
owned subsidiary in Canada, and remains a director of our
Company.
JOHN
GAETZ, Secretary and Director, age 58, was Director of our company from 2007 to
date. Mr. Gaetz currently is founder and president of Presidents Corporate
Group; a company structured to provide governance, administration and management
services for public companies. Previous positions included a two-year term as
founder and president of West Coast Stock Transfer Inc, a six-year term as Vice
President and CFO of UltraGuard Water Systems Inc; a public company engaged in
development and marketing ultraviolet based disinfection products and twenty
five years spent in various financial and senior management positions with the
Harnischfeger Corporation, a major mining, construction and defense equipment
manufacturer.
Under the
Florida Business Corporation Act and the
Company's Articles of
Incorporation, as amended, the Company's directors will have
no personal liability to the Company or
its stockholders for monetary damages incurred
as the result of the breach or alleged breach by a director of his
"duty of care". This provision does not apply to the directors'
(i) acts
or omissions that involve intentional misconduct or a knowing and
culpable violation of law,
(ii) acts
or omissions that a director believes to be contrary to the best
interests of the corporation or its shareholders or that involve the absence of
good faith on the part of the director,
(iii)
approval of any transaction from which a director derives
an improper personal benefit,
(iv) acts
or omissions that show
a reckless disregard for the director's duty to the corporation or
its shareholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the
corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the corporation or
its shareholders, or
(vi)
approval of an unlawful dividend, distribution, stock repurchase or redemption.
This provision would generally
absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
BOARD
COMMITTEES
The Board
of Directors currently serves as an Audit Committee and
Compensation Committee.
During the fiscal year ended December 31, 2007, the Board
of Directors held occasional meetings.
COMPENSATION
OF DIRECTORS
Directors
receive no cash compensation for their services to the Company as directors, but
are reimbursed for expenses actually incurred in connection with attending
meetings of the Board of Directors.
|
SUMMARY COMPENSATION TABLE OF EXECUTIVES
|
|
|
|
Cash
Compensation
|
|
|
Security
Grants
|
|
|
|
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Annual
Compen-sation/
Others($)
|
Restricted
Stock Awards
|
Securities, Underlying
Options/ SARs (#) (SHARES)
|
Long Term Compen-sation / Options
|
LTIP
Payments
|
All
other Compen-sation
|
|
Xiao-qing,
Du
|
2005
|
10129
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
President
|
2006
|
30000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
21840
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
John
Gaetz,
|
2005
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Secretary
|
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Officers
as
|
2005
|
10129
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
A
Group
|
2006
|
30000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
21840
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Note:
John Gaetz was appointed Director of the Company since February,
2007.
|
SUMMARY COMPENSATION TABLE OF DIRECTORS
|
|
|
|
(To December 31, 2007)
|
|
|
|
|
Cash
Compensation
|
Security
Grants
|
|
Name
and Principal Position
|
Year
|
Annual
Retainer Fees ($)
|
Meeting
Fees ($)
|
Consulting
Fees/Other Fees ($)
|
Number
of Shares
|
Securities,
Underlying Options/SARs (#) (SHARES)
|
LTIP
Payments
|
All
other Compensation
|
|
Xiao-qing
Du,
|
2005
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
President
|
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
John
Gaetz,
|
2005
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Secretary
|
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Directors
as
|
2005
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
A
Group
|
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
There
have been no Option/SAR grants or exercises in the last fiscal year reportable
under Reg. S-B, 402(c) or (d).
(c)
Termination of Employment and Change of Control
Arrangements. None.
(d) Stock
purchase options: None.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On August
7, 2007, the Company had issued 2,000,000 shares to Presidents Corporate Group
as consulting fee. Mr. John Gaetz, director of the Company, is also President of
Presidents Corporate Group.
INDEPENDENT
AUDITORS
The Board
of Directors has authorized the firm of Michael
T. Studer, C.P.A., independent certified public
accountants, to serve as independent auditors for the fiscal year
ended December 31, 2007.
SHAREHOLDER
PROPOSALS AND NOMINATING PROCEDURES
Any
proposal that a shareholder intends to present at the
Company's 2008 Annual Meeting should have been received at
the Company's principal executive office not later than August 31,
2008. Any such proposal must comply with Rule 14a-8
of Regulation 14A of the proxy rules
of the Securities and Exchange
Commission. Shareholder proposals should be
addressed to the Secretary of the Company.
Nominations
for directors to be elected at the 2008 Annual Meeting, other than
those made by the Board of Directors, should be submitted to the
Secretary of the Company no later than August 31, 2008. The
nomination should include the full name of the nominee and
a description of
the nominee's back- ground in
compliance with Regulation S-K of the
reporting rules of the Securities and Exchange
Commission.
OTHER
MATTERS
The Board
of Directors of the Company is not aware that any
matter other than those described in
this Information Statement is to be presented for the
consent of the shareholders.
UPON
WRITTEN REQUEST BY ANY SHAREHOLDER TO ANGELA DU, PRESIDENT
OF THE COMPANY, AT CHINA MOBILITY SOLUTIONS, INC., #407-1270 ROBSON STREET,
VANCOUVER, B.C. CANADA V6E 3Z6
TELEPHONE (604) 632-9638, A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AND INTERIM
REPORTS ON FORM 10QSB WILL BE PROVIDED WITHOUT CHARGE.
|
Dated:
June 30, 2008
|
|
|
|
|
|
/s/Xiao-Quig
Du
|
|
|
/s/
John Gaetz
|
|
|
Name:
Xiao-Qing (Angela)
Du
|
|
|
Name:John
Gaetz
|
|
|
Title:
President
|
|
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Title:Secretary
|
|