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:
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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)). |
X |
Definitive information statement. |
JOURNAL OF RADIOLOGY, INC.
(Name of Registrant as Specified in
its Charter)
Payment of Filing Fee (check appropriate
box):
X |
No fee required. |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
(1) |
Tile 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: |
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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 of 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: |
JOURNAL OF RADIOLOGY, INC.
8250 W. Charleston Blvd., Suite 110
Las Vegas, Nevada 89117
NOTICE OF SHAREHOLDER ACTION BY WRITTEN
CONSENT
To the Shareholders of
JOURNAL OF RADIOLOGY, INC.
This Information Statement
(the “Information Statement”) is furnished to the shareholders of Journal of Radiology, Inc., a Nevada corporation
(the "Company", “we”, “our”, or “us”), in connection with our prior receipt of approval
by a written consent (the “Written Consent”), in lieu of a special meeting, of the current holders of a majority of
our outstanding voting shares authorizing our Board of Directors to file an amendment to our Articles of Incorporation (the "Amendment")
to (i) change the name of the Corporation to Star Century Pandaho, Inc. (ii) effect a reverse stock split of all the Company’s
outstanding Common Stock at a ratio of one-for-five thousand during the six month period following the date of the Special Meeting
of Shareholders and (iii) amend the Corporation’s Articles of Incorporation to decrease the number of shares of common stock
that the Corporation is authorized to issue from Five Billion (5,000,000,000) to One Hundred Fifty Million (150,000,000). Under
Nevada law, the affirmative vote of the holders of a majority of our outstanding voting shares is required to approve the Action.
On January 16, 2015, we obtained the approval of the Action by Written Consent of stockholders that together are the record holders
of 1,080,000,000 shareholder votes, representing approximately 53.6% of our total shareholder voting power as of January 16, 2015.
The Amendment to our Articles of Incorporation to effectuate the Action cannot be completed until 20 days after the mailing of
this Information Statement to our shareholders and after the filing of the amended Articles of Incorporation with the Nevada Secretary
of State is effective. A copy of the certificate of Amendment affecting the Increase is attached to this Information Statement
as Exhibit A.
THE
CORPORATION IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO NOT SEND A PROXY. Because the Written Consent of the holders
of a majority of our voting power satisfies all applicable shareholder voting requirements, we are not asking for a proxy: please
do not send us one.
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By Order of the Board of Directors |
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/s/ Fen Xing |
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Fen Xing, Chief Executive Officer |
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and Director |
February 17, 2015
JOURNAL OF RADIOLOGY, INC.
2230 Michigan Avenue
Santa Monica, California 90404
February 17, 2015
INFORMATION STATEMENT
GENERAL INFORMATION
In this Information
Statement we refer to Journal of Radiology, Inc., a Nevada corporation, as the “Company,” “we,” “us,”
or “our.”
This Information
Statement is being furnished to shareholders of the Company in connection with an action (the “Action”) by written
consent (the “Written Consent”) of the Company’s shareholders holding 1,080,000,000 votes or approximately 53.6%
(the “Majority Shareholders”). The Action will not become effective until at least 20 business days after
the Information Statement is sent or given to our shareholders in accordance with the requirements of the rules of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The close of business on January 16, 2015, the date
that the Majority Shareholders gave their Written Consent, is the record date (the “Record Date”) for the determination
of shareholders entitled to notice of the Action by the Written Consent.
Pursuant to the
Written Consent, the Majority Shareholders approved an amendment to our Articles of Incorporation to (i) change the name of the
Corporation to Star Century Pandaho, Inc. (ii) effect a reverse stock split of all the Company’s outstanding Common Stock
at a ratio of one-for-five thousand during the six month period following the date of the Special Meeting of Shareholders and (iii)
amend the Corporation’s Articles of Incorporation to decrease the number of shares of common stock that the Corporation is
authorized to issue from Five Billion (5,000,000,000) to One Hundred Fifty Million (150,000,000).
Our Board of Directors
unanimously approved the amendment to our Articles of Incorporation on January 16, 2015. Also on January 16, 2015, the
Board of Directors set the Record Date as January 16, 2015.
This Information
Statement contains a brief summary of the material aspects of the Action approved by the Board and the Majority Shareholders.
WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
ABOUT THE INFORMATION STATEMENT
What is the Purpose of the Information
Statement?
This Information
Statement is being furnished to you pursuant to Section 14 of the Exchange Act to notify you of the Action. In order
to eliminate the costs and management time involved in obtaining proxies and in order to effect the Action as early as possible
to accomplish the purposes hereafter described, our Board of Directors elected to seek the Written Consent to reduce the costs
and implement the Action in a timely manner.
Who is Entitled to Notice?
Each holder of our
voting shares on the Record Date will be entitled to notice of the Action.
What Vote is Required to Approve
the Action?
The affirmative
vote of a majority of our outstanding voting securities on the Record Date is required for approval of the Action. As
of the Record Date, we had 2,012,550,000 shares of Common Stock. Because the Majority Shareholders, holding a majority of the outstanding
votes as of the close of business on the Record Date, voted in favor of the Action, no other shareholder votes are required to
approve the Action.
PROPOSAL 1
AMENDMENT TO THE
ARTICLES OF INCORPORATION TO CHANGE
NAME
Our board of directors believes that the amendment
to the Articles of Incorporation to change the name from "Journal of Radiology, Inc." to "Star Century Pandaho,
Inc." is necessary in light of the proposed future business operations of the Company.
The Board of Directors, therefore, believes
that the name "Star Century Pandaho, Inc." will better reflect the evolution of the Company's future business operations.
PROPOSAL 2
AMENDMENT OF ARTICLES
OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT
Purpose: The Company's
Board of Directors has unanimously adopted a resolution seeking shareholder approval to effect a one-for-five thousand reverse
stock split (the "Reverse Split") of the Company's Common Stock. The Board of Directors believes that the Reverse Split
is in the Company's best interests in that it may increase the trading price of the Common Stock. An increase in the price of the
Common Stock should, in turn, generate greater investor interest in the Common Stock, thereby enhancing the marketability of the
Common Stock to the financial community. In addition, the resulting reduction in the number of issued and outstanding shares of
Common Stock, together with the proposed increase in the number of authorized shares of Common Stock, as discussed below, will
provide the Company with additional authorized but unissued shares which could be utilized for future acquisitions or mergers or
to otherwise carry out the Company's business objectives.
Effect: The
immediate effect of the Reverse Split will be to reduce the number of issued and outstanding shares of Common Stock from
2,012,550,000 to approximately 402,500. Although the Reverse Split may also increase the market price of the Common Stock,
the actual effect of the Reverse Split on the market price cannot be predicted. The market price of the Common Stock may not
rise in proportion to the reduction in the number of shares outstanding as a result of the Reverse Split. Further, there is
no assurance that the Reverse Split will lead to a sustained increase in the market price of the Common Stock. The market
price of the Common Stock may also change as a result of other unrelated factors, including the Company's operating
performance and other factors related to its business as well as general market conditions. The Reverse Split will affect all
of the holders of the Company's Common Stock uniformly and will not affect any shareholder's percentage ownership interest in
the Company or proportionate voting power, except for insignificant changes that will result from the rounding of fractional
shares either up or down (see discussion below).
Procedure for Effecting
Reverse Split: The Reverse Split of the Company's Common Stock will become effective upon the filing by the Company of its amended
Articles of Incorporation with the Nevada Secretary of State (the "Effective Date"). The Reverse Split will take place
on the Effective Date without any action on the part of the holders of the Common Stock and without regard to current certificates
representing shares of Common Stock being physically surrendered for certificates representing the number of shares of Common Stock
each shareholder is entitled to receive as a result of the Reverse Split. New certificates of Common Stock will not be issued.
Fractional Shares: No
fractional shares will be issued in connection with the Reverse Split. Shareholders who would otherwise be entitled to receive
fractional shares because they hold a number of shares of Common Stock that is not evenly divisible by 5,000 will have the number
of new shares to which they are entitled rounded to the nearest whole number of shares. The number of new shares will be rounded
up in the case of fractional shares. No shareholders will receive cash in lieu of fractional shares.
Federal Income Tax Consequences
of Reverse Split: The following summary of certain material federal income tax consequences of the Reverse Split does not purport
to be a complete discussion of all of the possible federal income tax consequences and is included for general information only.
Further, it does not address any state, local, foreign or other income tax consequences, nor does it address the tax consequences
to shareholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal
holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based
on the United States federal income tax laws as of the date of this Information Statement. Such laws are subject to change retroactively
as well as prospectively. This summary also assumes that the shares of the Company's Common Stock are held as "capital assets,"
as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment
of a shareholder may vary depending on the facts and circumstances of such shareholder. EACH SHAREHOLDER IS URGED TO CONSULT WITH
SUCH SHAREHOLDER'S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.
No gain or loss should be recognized
by a shareholder upon the shareholder's exchange of shares pursuant to the Reverse Split. The aggregate tax basis of the shares
received in the Reverse Split will be the same as the shareholder's aggregate tax basis in the shares exchanged. The shareholder's
holding period for the shares received in the Reverse Split will include the period during which the shareholder held the shares
surrendered as a result of the Reverse Split. The Company's views regarding the tax consequences of the Reverse Split are not binding
upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would
accept the positions expressed above. The state and local tax consequences of the Reverse Split may vary significantly as to each
shareholder, depending on the state in which such shareholder resides.
No Dissenters' Rights: The holders of the
Company's Common Stock are not entitled to dissenters' rights in connection with the Reverse Split. Furthermore, the Company does
not intend to independently provide those shareholders with any such rights.
PROPOSAL 3
AMENDMENT OF ARTICLES
OF INCORPORATION TO
REDUCE THE NUMBER OF COMMON SHARES AUTHORIZED TO BE ISSUED
Our board of directors believes that the amendment
to the Articles of Incorporation to reduce the number of common shares authorized to be issued from 5,000,000,000 to 150,000,000
is in the Company’s best interest in light of the proposed reverse stock split as explained above.
AMENDMENT OF ARTICLES
OF INCORPORATION TO
DECREASE AUTHORIZED COMMON STOCK
The Corporation’s board of directors
and the stockholders holding a majority of the voting power of the common stock have approved an amendment to the Corporation’s
certificate of incorporation to permit a decrease in the number of our authorized common shares from 5,000,000,000 to 150,000,000
without any change in the par value of $0.001.
The decrease
in the number of authorized common shares will have no effect upon the holders of common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth all the shares beneficially owned by all Executive Officers and Directors as a group as of January 16, 2015, the Record
Date.
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Number of Shares Beneficially Owned |
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Percentage of Class (2) |
Name and Address(1) |
Class |
Fen Xing |
- |
Common |
* |
CEO and Director |
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Jian Zhang |
- |
Common |
* |
COO and Director |
- |
Common |
* |
Yan Zhang
Director |
- |
Common |
* |
All directors and executive
officers (3 persons) |
-
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Common
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*
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Star Century Entertainment, Inc. |
1,080,000,000 |
Common |
53.6% |
*Denotes less than 1% |
1) Unless
noted otherwise, the address for all persons listed is c/o the Company at 8250 W. Charleston Blvd., Suite 110, Las Vegas, Nevada
89117.
2) The
above percentages are based on 2,012,550,000 shares of common stock outstanding as January 16, 2015
| 3) | Represents 1,080,000,000 shares held by a wholly owned corporation, Star Century Entertainment,
Inc. Address: 8250 W. Charleston Blvd., Suite 110, Las Vegas, Nevada 89117. |
DISSENTERS’ RIGHTS OF APPRAISAL
Compensation Committee Interlocks
and Insider Participation
Under the Nevada
Revised Statutes, our shareholders are not entitled to dissenters’ appraisal rights with respect to the Action, and we do
not intend to independently provide shareholders with any such right.
DISCLOSURES REGARDING FORWARD LOOKING
STATEMENTS
This Information
Statement and the documents incorporated by reference into this Information Statement contain forward-looking statements that are
subject to risks and uncertainties. All statements other than statements of historical fact contained in this Information
Statement and the materials accompanying this Information Statement are forward-looking statements.
Frequently, but
not always, forward-looking statements are identified by the use of the future tense and by words such as ‘believes,”
“expects,” “anticipates,” “intends,” “will,” “may,” “could,”
“would,” “projects,” “continues,” “estimates,” or similar expressions. Forward-looking
statements are not guarantees of future performance and actual results could differ materially from those indicated by the forward-looking
statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our company
or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.
The forward-looking
statements contained or incorporated by reference in this Information Statement are forward-looking statements and are subject
to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations
regarding our plans, intentions, beliefs or current expectations.
The forward-looking
statements included in this Information Statement are made only as of the date of this Information Statement. The forward-looking
statements are based on the beliefs of management, as well as assumptions made by and information currently available to management
and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results
of those anticipated. These uncertainties and other risk factors include, but are not limited to: changing economic
and political conditions in the United States and in other countries; the ability to integrate effectively acquired companies;
the loss of current customers or the inability to obtain new customers; war or other acts of political unrest; changes in governmental
spending and budgetary policies; governmental laws and regulations surrounding various matters such as environmental remediation,
contract pricing, and international trading restrictions; customer product acceptance; continued access to capital markets; and
foreign currency risks.
We further caution
investors that other factors might, in the future, prove to be important in affecting our results of operations. New
factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact
of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.
Forward-looking
statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included
in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements
to reflect new information, subsequent events or otherwise, except as required by law.
ADDITIONAL INFORMATION
Distribution of the Information Statement
We will pay the
costs associated with this Information Statement, including the costs of printing and mailing. We will reimburse brokerage
firms, nominees, custodians and fiduciaries for their out-of-pocket expenses for forwarding the Information Statement to beneficial
owners.
Where You Can Find Additional Information
We are a reporting
company and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may
read and copy these reports, proxy statements and other information at the Commission’s public reference rooms at 100 F Street,
N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the Commission at 1-800-SEC-0330 for more information about the operation of the public reference
rooms. Our SEC filings are also available at the SEC’s web site at www.sec.gov. We have not incorporated
by reference into this Information Statement the information contained on our website and you should not consider it to be part
of this Information Statement.
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By Order of the Board of Directors |
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/s/ Fen Xing |
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Fen Xing, Chief Executive Officer |
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February 17, 2015
EXHIBIT A