SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
[_] Preliminary Information Statement [_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14c-5 (d)(2))
[X] Definitive Information Statement
ANZA CAPITAL, INC.
(Name of Registrant As Specified In 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:
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
ANZA CAPITAL, INC.
c/o Viking Investments
65 Broadway, Suite 888
New York, NY 10006
(212) 430-65481
(Definitive)
April 25, 2006
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 $.001 per share (the "Common
Stock"), of Anza Capital, Inc., a Nevada Corporation (the "Company"), to notify
such Stockholders of the following:
(1) On or about April 11, 2006, the Company received written consents in
lieu of a meeting of Stockholders from holders of 9,892,820 shares
representing approximately 74% of the 13,355,181 shares of the total
issued and outstanding shares of voting stock of the Company (the
"Majority Stockholders") approving the following amendments to the
Company's Articles of Incorporation (the "Amendment"): (i) changed
the name of the Company to "Renhuang Pharmaceutical, Inc."; and (ii)
completed a 1-for-30 reverse stock split of our Common Stock.
On April 11, 2006, the Board of Directors of the Company approved the
above-mentioned actions, subject to Stockholder approval. According to Nev. Rev.
Stat. 78.390, a majority of the outstanding shares of voting capital stock
entitled to vote on the matter is required in order to amend the Company's
Articles of Incorporation. According to Nev. Rev. Stat. 78.2055, a majority of
the outstanding shares of voting capital stock entitled to vote on the matter is
required in order to decrease the number of issued and outstanding shares
resulting from a reverse stock split.
In order to eliminate the costs and management time involved in holding a
special meeting, and in order to effectuate the Amendment as early as possible
in order to accomplish the purposes of the Company, the Board of Directors of
the Company decided to utilize the written consent of the Majority Stockholders
of the Company in accordance with in accordance with Nev. Rev. Stat. 78.320. The
Majority Stockholders approved the action by written consent in lieu of a
meeting on April , 2006, in accordance with Nev. Rev. Stat. 78.320. 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.
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 April 21, 2006, as the
record date (the "Record Date") for the determination of Stockholders who are
entitled to receive this Information Statement.
Each share of our common stock entitles its holder to one (1) vote on each
matter submitted to the stockholders. However, because the stockholders 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.
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Pursuant to Nev. Rev. Stat. 78.370, the Company is required to provide prompt
notice of the taking of the corporate action without a meeting to the
stockholders of record who have not consented in writing to such action. This
information is intended to provide such notice.
You are also 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 April 24, 2006 to all
Stockholders of record as of the Record Date.
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 100 F Street, N.E.,
Washington, DC 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street,
N.E., 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:
1.Quarterly Report on Form 10-QSB for the quarter ended January 31, 2006;
2.Quarterly Report on Form 10-QSB for the quarter ended October 31, 2005;
3.Quarterly Report on Form 10-QSB for the quarter ended July 31, 2005; and
4.Annual Report on Form 10-KSB for the year ended April 30, 2005.
OUTSTANDING VOTING SECURITIES
As of the date of the Consent by the Majority Stockholders, April 11, 2006, the
Company had 13,355,181 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 April 11, 2006, the holders of 9,892,820 shares representing approximately
74% of the 13,355,181 shares of Common Stock then outstanding executed and
delivered to the Company a written consent approving the actions set forth
herein. Since the action has been approved by the Majority Stockholders, no
proxies are being solicited with this Information Statement.
Nev. Rev. Stat. 78.320 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.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the
Company's common stock owned on April 11, 2006, by (i) each who is known by the
Company to own beneficially more than 5% of its outstanding Common Stock, (ii)
each director and officer, and (iii) all officers and directors as a group:
Names and Address of
Directors, Officers and Shares Owned
5% Stockholders Number Percent (1)
--------------- ------ -----------
Li Shaoming
President, Chief Executive 0 0
Officer and Director
Viking Investments USA, Inc. (2) 9,892,820 74%
65 Broadway, Suite 888
New York, NY 10006
%
All officers, directors and 5%
Stockholders 9,892,820 74%
(1) Applicable percentage of ownership is based on 13,355,181 shares of common
stock outstanding as of April 11, 2006, together with applicable options
for each shareholder.
(2) Viking Investments USA, Inc. is our parent company. Tom Simeo is the
beneficial owner of Viking Investments USA, Inc.
DISSENTER'S RIGHTS OF APPRAISAL
The Stockholders have no right under the Nevada Revised Statutes, the Company's
articles of incorporation consistent with above or By-Laws to dissent from any
of the provisions adopted as set forth herein.
AMENDMENTS TO THE ARTICLES OF INCORPORATION
The consent of a majority of the voting shares of the Company was given for
approving the amendment of the Company's Articles of Incorporation to (i) change
the name of the Company to Renhuang Pharmaceutical, Inc.; and (ii) complete a
1-for-30 reverse stock split of our Common Stock. The form of Certificate of
Amendment that will be filed with the Nevada Secretary of State is attached as
Exhibit A.
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S
NAME
Pursuant to the requirements of Nev. Rev. Stat. 78.390, on April 11, 2006, the
members of the Board of Directors of the Company proposed and recommended to the
stockholders to amend the Company's Articles of Incorporation to effect a change
in the Company's name to a name to be designated by the Board of Directors of
the Company at a later date. On April 11, 2006, the Majority Stockholders, by
written consent in lieu of a meeting, authorized the Board of Directors of the
Company to file a Certificate of Amendment to the Company's Articles of
Incorporation changing the name of the Company to a name to be designated by the
Board of Directors of the Company at a later date. No further consents, votes or
proxies are or were necessary to effect the approval of the Certificate of
Amendment to the Company's Articles of Incorporation.
If the proposal had not been adopted by the Majority Stockholders, it would have
been necessary for this action to have been considered by the Company's
stockholders at a special or annual stockholders' meeting convened for at least
the purpose of approving the Name Change.
Our board of directors and stockholders holding a majority of the voting power
of the Company believe that changing our corporate name is in the best interests
of the Company and our stockholders to better reflect our new business focus.
The voting and other rights that accompany the Company's common stock will not
be affected by the change in our corporate name.
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Shareholder approval for the name change is valid for one year following the
date of such approval. If no such name change is effectuated for the one year
following April 11, 2006, the Company will be required to present the matter to
the shareholders again for approval prior to effectuating the name change.
APPROVAL OF 1-FOR-30 REVERSE STOCK SPLIT
General
The 1-for-30 reverse stock split of our Common Stock was adopted, subject to
stockholder approval, by the Company's Board of Directors on April 11, 2006.
Upon the effectuation of this reverse stock split, each thirty (30) 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.
Shareholder approval for a reverse stock split of the Company's common stock is
valid for one year following the date of such approval. If no such reverse stock
split is effectuated for the one year following April 11, 2006, the Company will
be required to present the matter to the shareholders again for approval prior
to effectuating the reverse stock split.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL BECOME EFFECTIVE AS OF THE DATE
APPROVED BY NASDAQ MARKET INTEGRITY. THE BOARD WILL HAVE ONE YEAR FROM THE DATE
HEREOF TO DECLARE THE REVERSE STOCK SPLIT. HOWEVER, UPON EFFECTUATION, 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.
Purpose and Material Effects of the Reverse Stock Split
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.
We believe that, upon effectuation, 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 a 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 a 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.
Upon effectuation, 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, an additional share will be issued to all
holders of a fractional share. The principal effect of a reverse split is that
the number of shares of Common Stock issued and outstanding will be reduced
proportionately with the reverse split. The number of authorized shares of
Common Stock is not affected.
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 up to
one-twentieth of its 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.
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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. While we expect that upon effectuation 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.
EFFECTIVE DATE OF AMENDMENTS
Pursuant to Rule 14c-2 under the Exchange Act, the effective date of the action
stated herein, shall not occur 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 May 15, 2006.
By Order of the Board of Directors
/s/ Li Shaoming
---------------
Li Shaoming
Chairman of the Board, President, and Chief Executive
Officer
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