UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE
14F-1
INFORMATION
STATEMENT PURSUANT TO
SECTION
14(F) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE
14F-1 THEREUNDER
___________________________
AAMAXAN
TRANSPORT GROUP, INC.
___________________________
(Name
of
Registrant)
|
Delaware
|
000-51911
|
20-5772205
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer Identification Number)
|
Suite
6B, 1440 Hongqiao Road, Changning District, Shanghai, People's Republic of
China
(Address
of Principal
Executive
Offices)
(011)-
86-21-508-05-789
(Registrant’s
Telephone Number)
Darren
L.
Ofsink, Esq.
Guzov
Ofsink, LLC
600
Madison Avenue
New
York,
New York 10022
(212)
371-8008
(Name, Address and Telephone Number of Person Authorized to Receive
Notice
and Communications on Behalf of the Person(s) Filing Statement)
We
Are Not Asking You for a Proxy and
You
Are Required Not to Send Us a Proxy
AAMAXAN
TRANSPORT GROUP, INC.
Suite
6B,
1440 Hongqiao Road, Changning District, Shanghai, People's Republic of
China
Information
Statement Pursuant to Section 14(f) of the
Securities
Exchange Act of 1934 and
Rule
14f-1 Thereunder
Notice
of
Change in the
Majority
of the Board of Directors
INTRODUCTION
The
information contained in this Information Statement on Schedule 14 F-1 (this
“Schedule 14F-1”) is being furnished to all holders of record of common stock of
AAMAXAN TRANSPORT GROUP, INC. (the “Company” or “ATG”) at the close of business
on April 10, 2008, in accordance with the requirements of Section 14(f) of
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14f-1
under that Act in order to effect a change in majority control of the Company’s
Board of Directors other than by a meeting of stockholders. This Schedule 14F-1
is being distributed on or about April 11, 2008.
NO
VOTE OR OTHER ACTION BY THE COMPANY’S STOCKHOLDERS IS REQUIRED IN RESPONSE TO
THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED AND YOU ARE
REQUESTED NOT TO SEND THE COMPANY A PROXY.
In
the
following multi-step transaction closing on April 14, 2008 the Company will
effectively acquire the assets and business of Shanghai Medical Technology
Co.
Ltd.
(“
Shanghai
Medical
”)
,
a
company organized under the laws of the People’s Republic of China (the “PRC”),
that is in the business of distributing and selling hemodyalisis equipment
(“HDE”) and related products and services, including disposible products used in
hemodyalysis (“Disposables”), diagnostic products and consulting
services:
1.
Pursuant to a share exchange agreement (the “Share Exchange Agreement”) among
the Company, Asian Business Management Group Limited, a British Virgin Islands
corporation (“ABM”) and Kamick Assets Limited (“Kamick”), a British Virgin
Islands corporation which at the time was the sole shareholder of ABM, Kamick
exchanged all of the issued and outstanding shares of common stock of ABM for
14,991,812 original issue shares (the “ATG Shares”) of the Company’s common
stock (the “Share Exchange”). As a result of the Share Exchange, ABM became a
wholly-owned subsidiary of the Company. Since ABM also is the sole shareholder
of Anhante (Beijing) Medical Technology Co., Ltd.
,
a
company organized under the laws of the PRC (“ABMT”), as a further result of the
Share Exchange ABMT will become an indirect subsidiary of the
Company.
2.
In
connection with the Share Exchange, ABMT entered into a series of agreements
(the “Entrustment Agreements”) pursuant to which: (a) ABMT manages and conducts
Shanghai Medical’s business in exchange for an annual management fee equal to
12% of such business’s annual revenue, (b) 98.15% of the stock in Shanghai
Medical has been pledged to ABMT to secure a loan from ABMT to
Shanghai
Medical and ABMT is entitled to 100% of all dividends on such shares, (c) ABMT
provides technology services for Shanghai Medical in exchange for a fee equal
to
3% of Shanghai Medical’s annual revenues and (d) ABMT has an exclusive option to
buy 98.15% of the stock in Shanghai Medical. ABMT and the Entrustment Agreements
were used in lieu of a direct acquisition of Shanghai Medical by ABM, because
current PRC law does not establish specific approval and implementation
procedures for a non-PRC company’s equity to be used to acquire a PRC
company.
3.
Pursuant to the Share Exchange Agreement, upon the consummation of the Share
Exchange, Kamick will become the Company’s majority shareholder.
In
addition, the Company entered into a Securities Purchase Agreement, effective
April 14, 2008, (the “SPA”) and related other agreements with accredited
investors. Pursuant to the SPA, on April 14, 2008, the Company will close a
private placement of 4,008,188 shares of its Series A Senior Convertible
Preferred Stock, par value $0.001 per share (the “Preferred Shares”) (the
“Private Placement”) concurrently with the closing of the Share Exchange.
AS
A RESULT OF THE SHARE EXCHANGE THERE WILL BE A CHANGE IN CONTROL OF THE COMPANY.
In
connection with the Share Exchange Agreement, Marc Juliar, who at the time
was
the Company’s sole director: (i) will elect Mr. Chen Zhong as a director of the
Company; (ii) resign as the Company’s sole executive officer; (iii) appoint the
following individuals as the Company’s new executive officers: Chen Zhong as the
Company’s Chairman of the Board and Chief Executive Officer and Ms. Michelle
Zhao as the Company’s Chief Financial Officer; and (iv) tender his resignation
as a director of the Company, such resignation to be effective 10 days after
this Schedule 14F-1 is filed with the Securities and Exchange Commission (the
“SEC”) and is disseminated to the Company’s shareholders. As a result of the
foregoing, as of the closing of the Share Exchange Agreement, ,
Messrs. Juliar and Chen will constitute the entire Board of Directors of
the Company.
TEN
DAYS AFTER THE DISSEMINATION OF THIS SCHEDULE 14F-1, THE RESIGNATION OF MARC
JULIAR AS A DIRECTOR WILL BECOME EFFECTIVE AND WILL RESULT IN A CHANGE IN
CONTROL OF THE BOARD OF DIRECTORS OF THE COMPANY.
No
action
is required by the shareholders of the Company in connection with the election
or appointment of the new directors. However, Section 14(f) of the Exchange
Act
requires that this Schedule 14F-1 be mailed to the Company’s shareholders not
less than ten (10) days prior to the change in a majority of the Company’s
directors if said change occurs without a meeting of the Company’s
shareholders.
VOTING
SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF
As
of the
date of this Schedule 14F-1, the authorized capital stock of the Company
consists of 200,000,000 shares of common stock, par value $0.0001 per share
(“Common Stock”), of which 244,000 shares are outstanding, and 10,000,000 shares
of preferred stock, par value $0.001 per share, of which none are outstanding.
Each outstanding share of Common Stock is entitled to one vote with respect
to
all matters to be acted on by the shareholders.
DIRECTORS
AND EXECUTIVE OFFICERS
Directors
of the Company serve one-year terms or until their successors are elected and
qualified.
Set
forth
below is information concerning the soledirector and executive officer of the
Company immediately prior to the Share Exchange:
|
Name
|
Position/Title
|
Age
|
|
Marc
Juliar
|
Sole
director, Chief Executive Officer and Chief Financial
Officer
|
30
|
Set
forth
below are the directors and executive officers of the Company immediately after
the Share Exchange. All of the named individuals other than Marc Juliar will
be
elected or (as the case may be) appointed in connection with the Share
Exchange.
|
Name
|
Position/Title
|
Age
|
|
Chen
Zhong
|
Director,
Chairman of the Board and Chief Executive Officer
|
40
|
|
Zhao Michelle
|
Chief
Financial Officer
|
43
|
|
Marc
Juliar *
|
Director
|
30
|
*
Marc
Juliar has tendered his resignation as a director of the Company, effective
10
days after this Schedule 14F-1 is mailed to our securityholders.
The
following sets forth biographical information regarding the Company’s directors
and executive officers.
Chen
Zhong
,
our
Chairman, Chief Executive Officer and a director since April 14, 2008 has been
Chairman of the Board, CEO and a director of Shanghai Medical Company Limited
(“Shanghai Medical”) since 2005. Shanghai Medical is an affiliate of Kamick and
ABM. Mr. Chen was President of Shanghai Pharm & Hemo-Tech International Co.,
Ltd. from 2002 to 2007. Mr. Chen has 16 years’ experience in the management of
international pharmaceutical companies. He earned a Bachelors degree from East
China Industrial University in Shanghai in 1989. He also was awarded a graduate
degree in Economics from the Shanghai Fudan University in 2005.
Michelle
Zhao
,
our
Chief Financial Officer since April 14 , 2008, has been Chief Financial Officer
of Shanghai Medical since January 2008. Ms. Zhao was Managing Director at
Dragonrise Capital Group, an investment banking firm, from 2004 to 2007. She
was
Chief Financial Officer of Intrinsic Technology Co. from 2002-2003. She had
earlier positions in New York at Bear Stearns & Co., Inc. and Coopers &
Lybrand. . Ms. Zhao received a Master of Business Administration degree with
a
major in accounting, from St. John’s University in New York, NY, a Masters
Degree in Sociology from Bowling Green University in Bowling Green, Ohio and
a
Bachelors degree in Journalism from Beijing College of Broadcasting in Beijing,
China.
Marc
Juliar
,
our
retiring director, has served as the Company's President, Chief Executive
Officer, Chief Financial Officer and Chairman of the Board since August 2005.
Mr. Juliar has been the President of Paradigm Oil and Gas since November 9,
2006. From April 2004 to January 2006, Mr. Juliar was an officer and director
of
Kodiak Energy, Inc. Mr. Juliar is an independent contractor to the Film, Music
Video and T.V. Commercial production business. From 2001 until 2002, Mr. Juliar
was a student at the University of Toronto. Mr. Juliar attended the University
of Toronto
located
in Toronto, Ontario.
FAMILY
RELATIONSHIPS
There
are
no family relationships among any of the Company’s directors and officers.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth information regarding the beneficial ownership of
the
Company’s Common Stock: (i) immediately prior to, and (ii) immediately after the
consummation of the Share Exchange and Private Placement by (x) each stockholder
known by the Company to be the beneficial owner of more than 5% of a class
of
the Company’s voting securities], (y) the directors and executive officers of
the Company and (z) the directors and executive officers of the Company as
a
group. Unless otherwise noted, each person or company named in the tables has
sole voting and investment power with respect to the shares that he or it
beneficially owns.
Beneficial
Ownership Immediately Prior to the Share Exchange
|
Title
of Class
|
Name
and Address of Beneficial Owners (1)
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class (2)
|
|
Common
Stock
|
|
|
|
|
Marc
Juliar (3)
|
153,370
|
63%
|
|
|
|
|
|
All
officers and directors as a group (1 person)
|
153,370
|
63%
|
(1)
Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership
of any securities as to which such person, directly or indirectly, through
any
contract, arrangement, undertaking, relationship or otherwise has or shares
voting power and/or investment power or as to which such person has the right
to
acquire such voting and/or investment power within 60 days.
(2)
The
percentage of beneficial ownership as to any person as of a particular date
is
calculated by dividing the number of shares beneficially owned by such person
by
the sum of the number of shares outstanding as of such date and the number
of
unissued shares as to which such person has the right to acquire voting and/or
investment power within 60 days. The number of shares shown includes outstanding
shares of Common Stock owned as of April 10, 2008 by the person indicated.
Our
total issued and outstanding stock as of April 10, 2008 was 244,000
shares.
(3)
Mr.
Juliar’s address is 31 Walmer Road, Suite 6, Toronto, Ontario, M5R 2W7,
Canada.
Beneficial
Ownership Immediately After the Share Exchange
(5)
|
Title
of Class
|
Name
and Address of Beneficial Owners (1) (4)
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class (3)
|
|
Common
Stock
|
|
|
|
|
Directors
and Executive Officers
|
|
|
|
Chen
Zhong Director & CEO
|
0
|
0.00%
|
|
Michelle
Zhao CFO & Secretary
|
0
|
0.00%
|
|
Marc
Juliar Director (5)
|
153,370
|
*
|
|
All
officers and directors as a group (3 persons)
|
0(6)
|
*
(6)
|
|
|
Greater
Than 5% Shareholders
|
|
|
|
Shao
Ganghua (2)
|
14,991,812
|
75%
|
|
|
|
|
|
Class
A
Preferred
Stock
|
Pope
Investments II LLC (“Pope”) (7)
|
1,919,017
|
48%
|
*Less
than 1%
(1)
Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership
of any securities as to which such person, directly or indirectly, through
any
contract, arrangement, undertaking, relationship or otherwise has or shares
voting power and/or investment power or as to which such person has the right
to
acquire such voting and/or investment power within 60 days.
(2)
Of
the 20,000,000 shares of the Company’s voting stock issued and outstanding
immediately after the closing of the Share Exchange Agreement and the Private
Placement, 14,991,812
shares
are held of record by Kamick (the “Kamick shares”). Shao Ganghua owns 100% of
the shares of Kamick and has sole voting power as to the Kamick shares.
(3)
The
percentage of beneficial ownership as to any person as of a particular date
is
calculated by dividing the number of shares beneficially owned by such person
by
the sum of the number of shares outstanding as of such date and the number
of
unissued shares as to which such person has the right to acquire voting and/or
investment power within 60 days.
(4)
The
address for each of the named beneficial owners (other than Pope) and for each
of the directors (other than Marc Juliar) and executive officers is c/o Shanghai
Medical Technology Co., Ltd., Suite 6B, 1440 Hongqiao Road, Changning District,
Shanghai, People's Republic of China 200336. The address for Pope. is 5100
Poplar Avenue, Suite 805, Memphis, TN 38117. The address for Marc Juliar is
31
Walmer Rd, Suite 6 Toronto, Ontario, M5R 2W7.
(5)
Marc
Juliar has tendered his resignation as a director of the Company, effective
10
days after this Schedule 14F-1 is mailed to our securityholders.
|
|
(6)
|
Assumes
the effectiveness of Marc Juliar’s resignation as a
director.
|
|
|
(7)
|
Pope
holds 48% of the votes of the Class A Preferred voting as a class
and 9.6%
of the total votes when the Common and Preferred vote
together.
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
No
person
who, during the year ended December 31, 2007, was a director, officer or
beneficial owner of more than ten percent of the Company’s Common Stock (which
is the only class of securities of the Company registered under Section 12
of
the Exchange Act (a “Reporting Person”) failed to file on a timely basis,
reports required by Section 16 of the Exchange Act during the most recent fiscal
year or prior years. The foregoing is based solely upon a review by the Company
of Forms 3 and 4 and amendments thereto during such fiscal year as furnished
to
the Company under Rule 16a-3(e) under the Act, and Forms 5 and amendments
thereto furnished to the Company with respect to such fiscal year, and any
written representation received by the Company from any reporting person that
no
Form 5 is required.
COMPENSATION
OF DIRECTORS AND OFFICERS
During
the fiscal year ended January 31, 2007, the Company’s directors and executive
officers served without compensation. The Company does not have health
insurance, retirement, pension, profit sharing, stock options, or other similar
programs for the benefit of our employees.
COMMITTEES
OF THE COMPANY’S BOARD OF DIRECTORS
Because
the Company’s board of directors currently consists of only two members, we do
not have a standing nominating, compensation or audit committee. Rather, the
board of directors performs the functions of these committees. Also, the Company
does not have an audit committee financial expert on the board of directors
as
that term is defined by Item 407(d) of Regulation S-K, under the Exchange Act.
Our board of directors is in the process of searching for a suitable candidate
for this position.
We
do not
believe it is necessary for the board of directors to appoint such committees,
because the volume of matters that come before the board of directors for
consideration is sufficiently small so as to permit our two directors to give
sufficient time and attention to such matters. Additionally, because the
Company’s Common Stock is not listed for trading or quotation on a national
securities exchange, we are not required to have such committees. Because our
two current directors are also shareholders of the Company, and because one
of
them also is the Company’s Chief Executive Officer, neither of our directors is
independent. However, under the SPA, within 120 days of the closing of the
Private Placement the Company is obligated to install an independent board
of
directors.
In
considering candidates for membership on the Board of Directors, the Board
of
Directors will take into consideration the needs of the Board of Directors
and
the candidate’s qualifications. The Board will request such information
as:
|
|
·
|
The
name and address of the proposed
candidate;
|
|
|
·
|
The
proposed candidate’s resume or a listing of his or her qualification to be
director of the Company;
|
|
|
·
|
A
description of any relationship that could affect such person qualifying
as an independent director, including identifying all other public
company
board and committee memberships;
|
|
|
·
|
A
confirmation of such person’s willingness to act as director if selected
by the Board of Directors; and
|
|
|
·
|
Any
information about the proposed candidate that would, under the federal
proxy rules, be required to be included in the Company’s proxy statement
if such person were a nominee.
|
Once
a
person has been identified by the Board of Directors as a potential candidate,
the Board of Directors may collect and review publicly available information
regarding the person to assess whether the person should be considered further.
Generally, if the person expresses a willingness to be considered and to serve
on the Board of Directors and the Board of Directors believes that the candidate
has the potential to be a good candidate, the Board of Directors would seek
to
gather information from or about the candidate, including through one or more
interviews as appropriate and review his or her accomplishments and
qualifications generally, including in light of any other candidates that the
Board of Directors may be considering. The Board of Directors’ evaluation
process does not vary based on whether the candidate is recommended by a
shareholder.
The
Board
of Directors will, from time to time, seek to identify potential candidates
for
director nominees and will consider potential candidates proposed by the Board
of Directors and by management of the Company.
MEETINGS
OF THE BOARD OF DIRECTORS
In
the fiscal year ended January 31, 2008, the board of directors of the Company
acted by written consent one time Since we had only one director, no meetings
were conducted. The Company does not have a policy on director attendance,
but
plans to adopt one when the size of the Board and the scope of the Company’s
activities justify it.
STOCKHOLDER
COMMUNICATION WITH THE BOARD OF DIRECTORS
Stockholders
may send communications to our Board of Directors by writing to: Aamaxan
Transport Group, Inc., Suite 6B, 1440 Hongqiao Road, Changning District,
Shanghai, People's Republic of China , Attn: Board of Directors.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except
for the ownership of the Company’s securities, and except as set forth in the
following paragraph, none of the directors, executive officers, holders of
more
than five percent of the Company’s outstanding shares of Common Stock, or any
member of the immediate family of such person, have, to the knowledge of the
Company, had a material interest, direct or indirect, during the two fiscal
years ended January 31, 2008 and 2007, in any transaction or proposed
transaction which may materially affect the Company.
During
the past two fiscal years, a stockholder of the Company advanced $61,856 to
the
Company by paying directly certain operating expenses. These funds are
non-interest
bearing, unsecured and payable upon demand as funds become
available.
No
executive officer, present director, or any member of these individuals’
immediate families, any corporation or organization with whom any of these
individuals is an affiliate or any trust or estate in which any of these
individuals serve as a trustee or in a similar capacity or has a substantial
beneficial interest in is or has been indebted to the Company at any time since
the beginning of the Company’s last fiscal year.
LEGAL
PROCEEDINGS
The
Company is not aware of any legal proceedings in which any director, nominee,
officer or affiliate of the Company, any owner of record or beneficially of
more
than five percent of any class of voting securities of the Company, or any
associate of any such director, nominee, officer, affiliate of the Company,
or
security holder is a party adverse to the Company or any of its subsidiaries
or
has a material interest adverse to the Company or any of its
subsidiaries.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
The
Company is subject to the information and reporting requirements of the Exchange
Act and, in accordance with that act, files periodic reports, documents and
other information with the SEC relating to its business, financial statements
and other matters. These reports and other information may be inspected and
are
available for copying at the offices of the SEC, 100 F Street , N.E.,
Washington, D.C. 20549 and are available on the SEC’s website at
www.sec.gov.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this Information Statement to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
AAMAXAN
TRANSPORT GROUP, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April
11, 2008
|
|
By:
|
/s/
Marc Juliar
|
|
|
|
|
Marc
Juliar
|
|
|
|
Chief
Executive Officer
|
Aamaxan Transport (CE) (USOTC:AAXT)
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