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:
[X] Preliminary
Information Statement
[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)
[ ] Definitive
Information Statement
(Name of
Registrant As Specified In Its Charter)
Payment
of Filling Fee (Check the appropriate box):
[X] No
fee required
[ ] 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: Common stock,
par value $0.001.
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2.
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Aggregate
number of securities to which transaction applies: 18,718,780 shares of
common stock.
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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): The transaction is a merger
for the sole purpose of changing the registrant's domicile, and no filing
fee is required to be paid.
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4.
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Proposed
maximum aggregate value of transaction: No
value.
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[ ]
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Fee
paid previously with preliminary
materials.
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[ ]
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Check
box if any part of the fee is offset as provided by 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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PRELIMINARY COPY
INFORMATION
STATEMENT
INTERNET
INFINITY, INC.
413
Avenue G. #1
Redondo
Beach, CA 90277
Telephone:
(310) 493-2244
This
Information Statement is furnished to stockholders in connection with the
proposed taking of certain action by the written authorization or consent of
persons holding a majority of the outstanding shares of common stock of
Internet Infinity, Inc.
, a
Nevada corporation (“our company”). Management shareholders holding
more than 50 percent of our outstanding shares have already given their written
approval of the transaction. It is not necessary for the company to call a
special meeting of stockholders to consider the proposed reorganization. Your
approval or consent is not required and is not being sought.
Regulations
of the U.S. Securities and Exchange Commission (the “Commission”) require that
we transmit an Information Statement containing certain specified information to
every holder of our common stock that is entitled to vote or give an
authorization or consent with regard to any matter to be acted upon and from
whom proxy authorization or written consent is not solicited. This
Information Statement must be mailed at least 20 calendar days prior to the
earliest date on which the corporate action may be taken. This
Information Statement is being mailed to our stockholders on or about August __,
2009 to our stockholders of record of August __, 2009.
We
Are Not Asking You for a Proxy, and You Are Requested Not To Send Us a
Proxy.
We have
entered into an agreement that will change the control and the business purpose
of the company by agreeing to issue to each of Charles Volk of San Francisco,
California and Gary Bryant of Bartonville, Texas what will be 40 percent of the
outstanding shares of our common stock, which is the only equity security
outstanding that has voting rights. This change of control has
already been approved by persons that hold 85% of the outstanding shares of
common stock of the company.
In
connection with this change of control, we have agreed to amend our Articles of
Incorporation to change our name to Shawnee Energy, Inc. See “Change
of Name Information” below for a more detailed discussion of the terms of the
amendment.
Also in
connection with this change of control, we have agreed to effect a 1-for-20
consolidation of the outstanding shares of our common stock. No
change will be made in the number of authorized shares of common
stock.
Voting
Securities and Principal Holders Thereof
On August
3, 2009 there were 28,718,780 shares of our common stock
outstanding. This Information Statement is being sent to the record
holders of our common stock on August __, 2009. Shareholders of
record that hold
24,429,196
shares of our common stock, which is 85% of the outstanding shares, have
given their written consent to the change of name.
The table below sets forth, as of
August 3, 2009, the number of shares of common stock of Internet Infinity
beneficially owned by each officer and director of Internet Infinity
individually and as a group, and by each owner of more than five percent of the
common stock.
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Name
and Address
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Number
of
Shares
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Percent
of
Outstanding
Shares
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George
Morris, Director, CEO & CFO
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24,429,196
(1)
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85%
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413
Avenue G, #1
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Redondo
Beach, CA 90277
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Officers
and Directors
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as
a group (1 person)
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24,429,196
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85%
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________________________
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(1)
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Of
these shares, 16,859,000 are held of record by George Morris, 3,034,482
shares are held of record by Apple Realty, Inc., which is under the
control of George Morris, and 4,535,714 shares are held of record by L
& M Media, Inc., which is under the control of George
Morris.
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Change
in Control
On August
3, 2009 our company entered into an agreement that will result in a change in
control of Internet Infinity if the provisions of the agreement are carried
out. The parties to the agreement are Internet Infinity, Inc., our
company; George Morris, the sole director and officer of our company and
beneficial owner of 85% of the outstanding shares of our common stock; Charles
Volk and Gary Bryant, non-affiliated investors that will obtain control of our
company; and Thomas Kenan, legal counsel to our company who will perform certain
legal and administrative duties in connection with the performance of the
provisions of the agreement.
The
principal provisions of the agreement, briefly, are as follows:
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Internet
Infinity shall effect a one-for-20 common stock
consolidation,
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Internet
Infinity shall change its name to “Shawnee Energy, Inc.” or a
similar name,
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Internet
Infinity shall issue (i) 3,051,194 newly-issued, post stock-consolidation
shares of its common stock to
each
of Bryant and Volk
and (ii) 750,000 newly-issued, post stock-consolidation shares of its
common stock to a person or bank Bryant and Volk designate that provides
$300,000 to cover the expenses of this transaction, this $300,000 to be
referred to as the “FTB&K Escrow Account”. Disbursements from the
FTB&K Escrow Account will be made only upon the written authorization
of Volk and Bryant. Approved immediate distributions from the FTB&K
Escrow Account are:
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$26,000
to satisfy present indebtedness of Internet Infinity to
accountants Kabani &
Co.,
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$25,000
to Fuller Tubb Bickford & Krahl (“FTB&K”) to satisfy present
indebtedness of Internet Infinity to FTB&K for past legal
services,
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$12,500
to FTB&K as part payment of a legal fee of $50,000 to perform legal
work in connection with closing this Change of Control transaction and
Internet Infinity’s possible acquisition of certain oil and gas properties
it is now negotiating to acquire,
and
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$25,000
to Morris as a forfeitable “upset fee” in the event Bryant-Volk does
not close this transaction but, should closure occur, as part payment of
Internet Infinity’s indebtedness to Morris for loans made by Morris to
Internet Infinity.
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Other
than the $26,000 owed to Kabani & Co. and the $25,000 owed to
FTB&K that are being paid by Bryant-Volk, Morris shall pay or
otherwise obtain the release of the
remaining $880,232 debt of Internet
Infinity.
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Internet
Infinity shall sell 89,658 newly-issued, post stock-consolidation shares
of its common stock to attorney Thomas Kenan for a purchase price of $90
cash.
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Change
of name
We have agreed to change our name to
Shawnee Energy, Inc. Our new management will engage our company in
the oil and gas business initially by purchasing producing and non-producing oil
and gas properties from other companies that desire to sell them for reasons –
primarily financial reasons – peculiar to these other companies. One
of the properties Bryant-Volk are negotiating to acquire is situated in
Oklahoma. The word “Shawnee” is the name of an Indian Tribe located
in Oklahoma. The name “Shawnee Energy, Inc.” is more appropriate than
“Internet Infinity, Inc.” for a company engaged in the oil and gas business in
Oklahoma.
1-for-20
Stock Consolidation
There are presently outstanding
28,718,980 shares of our common stock, whose par value is $0.001 and the number
of authorized shares is 100,000,000. After the issuance of shares to Charles
Volk and Gary Bryant, which shares are to constitute 80% of the outstanding
shares of our company, the total number of outstanding shares would exceed the
number of shares authorized in our articles of incorporation. Were we
to increase the number of authorized shares to accommodate this increase in the
number of issued and outstanding shares, and were we to issue additional shares
in acquiring producing oil and gas properties, there likely would be so many
outstanding shares that our stock would trade at such low prices that many
broker-dealers would never authorize their stock brokers to recommend to their
customers that they buy our stock.
A more rational solution is to
consolidate the present number of shares of our common Stock, 28,718,980 shares,
at the rate of one new share for each 20 presently outstanding shares. That
would reduce to 1,435,949 the number of outstanding shares before issuing 89,658
shares to our legal counsel, which would make 1,525,607 outstanding shares,
and then issuing four times this total amount – a total of 6,102,428 shares - to
Volk and Bryant would bring to 7,628,035 the number of outstanding
shares. We believe it is in the better interests of our stockholders to
begin oil and gas properties acquisition operations at this lower level of
outstanding shares than a number in excess of 100 million
shares. Because the 1-for-20 stock consolidation applies
proportionately to every existing shareholder, the stock consolidation itself
works no dilution on any existing shareholder.
Reasons
for engaging in the transaction.
Internet
Infinity has never made a profit. Its outlook for profitable
operations is bleak. Our common stock rarely trades, but when it
does, it usually trades at prices below the $0.001 par value of the
stock. The persons that will take over control of the company,
Charles Volk and Gary Bryant, are actively engaged in the oil and gas business,
including the acquisition of producing and non-producing oil and gas
leases. The current global recession has reduced the demand for oil,
and many active oil and gas companies have reduced their operations and seek
buyers of some of their production in order to eliminate some or all of their
debt. Volk and Bryant have agreements or letters of intent to acquire
some specific producing oil properties, provided the properties can be bought,
partially or entirely, with common stock of public companies. They
also have understandings with certain banks for the loan of funds to make
acquisitions of oil and gas properties.
Your
management believes that a change in direction of the company’s business and new
management are justified.
Vote required for approval of the
transaction.
A majority of the outstanding shares must approve
the amendment to the articles of incorporation if it is to be approved without a
shareholders’ meeting. The written approval of the amendment has been
obtained from the persons and entities identified in footnote (1) to the above
table under the heading “Voting Securities and Principal Holders
Thereof.” They are the record owners of 85% of the outstanding shares
of our common Stock, the only voting equity security outstanding.
Chapter
78 of the Nevada Revised Statutes requires shareholder approval of a change of
control of a Nevada corporation if (i) it has more than 200 shareholders (ii) of
whom at least 100 have record addresses in Nevada and (iii) does business in
Nevada. We have more than 600 shareholders but do not conduct
business in Nevada. Nevertheless, we have obtained the written
approval of persons that are the record owners of 85% of the outstanding shares
of common stock.
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INTERNET
INFINITY, INC.
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/s/
George Morris
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5
Grafico Azioni Internet Infinity (PK) (USOTC:ITNF)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Internet Infinity (PK) (USOTC:ITNF)
Storico
Da Giu 2023 a Giu 2024
