Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (Amendment No 1)
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
Innovative Tracking Solutions Corporation
(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 O-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-li (a)(2) and identify the filing for which the offsetting fee was
previously paid. 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:
_____________________________________________________________________
Innovative Tracking Solutions Corporation
23232 Peralta Dr. Ste. 115
Laguna Hills, CA 92653
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING CALLED BY WRITTEN CONSENT
Notice is hereby given that Innovative Tracking Solutions Corporation,
a Delaware corporation (the Company" or "ITS"), shall, on or about June
16,1999, acquire 100% of Desert Sun Investments Ltd. by the taking of
corporate action in lieu of a special meeting of stockholders.
Notice is also hereby given that controlling interests of Innovative Tracking
Solutions Corporation, a Delaware corporation, are being transferred and that
all assets and liabilities of the Company have been removed and transferred to a
newly formed private corporation held by some or all of the Company's present
Shareholders. This action was approved by a unanimous vote of 64.4% of voting
shares of the Company represented at a stockholder meeting held on April 13,
1999.
The accompanying information statement is furnished pursuant to Section 14(c)
of the Securities Exchange Act of 1934.
By Order of the Board of Directors,
/S/___________________________________
Dianna Cleveland, President/CEO
Innovative Tracking Solutions Corporation
23232 Peralta Dr. Ste. 115
Laguna Hills, CA 92653
INFORMATION STATEMENT
This Information Statement is furnished in connection with the taking of
corporate action without a meeting called by a written consent of stockholders.
On or about June 16, 1999, Innovative Tracking Solutions Corporation, a Delaware
corporation (the "Company") intends to acquire 100% of the outstanding shares of
Desert Sun Investments Ltd. by corporate action of the Board of Directors in
lieu of a special meeting of stockholders. This action was approved by a
unanimous vote of 64.4% of voting shares of the Company represented at a
stockholder meeting held on April 13, 1999. Please be advised, therefore,
that this is only an information Statement. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The form of Consent is attached
hereto for your information only.
Restricted Common Shares representing the majority controlling interests held
by the directors of Innovative Tracking Solutions Corporation, a Delaware
corporation, are being transferred and all assets and liabilities of the Company
have been removed and transferred to a newly formed private corporation
held by some or all of the Company's present Shareholders.
This Information Statement is first being sent or given to stockholders on
June 7, 1999. Record holders of the Common Stock at the close of business on
April 13, 1999 are entitled to receive a copy of this Information Statement. On
April 13, 1999 there were 3,785,243 shares of Common Stock outstanding.
SHARES OF ACQUISITION
General Information
Pursuant to the Bylaws and general Delaware corporate law, the Company plans
to acquire 100% of the outstanding capital stock of Desert Sun Investments Ltd.
("DSI"), an Internet Financial Services company located in San Diego,
California.
Desert Sun Investments Inc. (DSI) is a newly formed Nevada corporation whose
sole purpose is to acquire, manage and grow financial assets for its
shareholders. Desert Sun Funding Group, Inc. (DFG), a Nevada Corporation, is a
wholly owned subsidiary of Desert Sun Investments Inc. DSI's first acquisition
will be Desert Sun Funding Group, Inc (DFG) a NASD Broker/Dealer firm, soon to
be providing Online Broker Dealer services including investment banking services
for early growth and Small Cap Corporate Clients. The corporate offices of
Desert Sun Investments, Inc. (DSI) and Desert Sun Funding Group, Inc.
(DFG) are located in San Diego County, California.
Desert Sun Funding Group is a full service investment banking firm dedicated
to providing financial services to small capitalized, growth-oriented companies
with the goal of building long term relationships with a carefully selected
group of targeted growth companies that have established a unique niche within
their industry. Such sectors include the Internet, telecommunications,
consumer-media, healthcare financing/medical devices and in the environmental,
transportation and energy fields.
Restricted Common Shares representing the majority controlling interests of
Innovative Tracking Solutions Corporation, a Delaware corporation, held by all
of the Company's directors, are being transferred to the management team of
Desert Sun Investments and all assets and liabilities of the Company been
removed and transferred to a newly formed private corporation held by some
or all of the Company's present Shareholders.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date hereof certain information
regarding the ownership of the Common Stock of the Company by (i) each person
who is known to the Company to own, of record or beneficially, more than five
percent of the Common Stock, and (ii) each of the Company's directors and
officers. Where the persons listed have the right to acquire additional shares
of Common Stock through the exercise of options or warrants within 60 days,
such additional shares are deemed to be outstanding for the purpose of
computing the percentage of outstanding shares owned by such persons, but are
not deemed to be outstanding for the purpose of computing the percentage
ownership interests of any other person. Unless otherwise indicated, each of the
stockholders shown in the table below has sole voting and investment power with
respect to the shares beneficially owned. On April 13, 1999 there were 3,785,243
shares of Common Stock outstanding.
Directors and Executive Officers
Percentage
Number Beneficially
Name of Shares Owned
Dianna Cleveland 2,455,000 (1) 58.0%
Lee Namisniak 428,000 (2) 10.1%
Lou Weiss 191,500 4.5%
All officers and directors
as a group (3 persons) 3,074,500 72.6%
(1) Includes options granted to Dianna Cleveland to purchase 250,000 shares
of common stock.
(2) Includes options granted to Lee Namisniak to purchase 200,000 shares of
common stock.
Certain Relationships and Transactions
Lee Namisniak is the spouse of Dianna Cleveland.
By Order of the Board of Directors,
/s/___________________________
Dianna Cleveland, President/CEO
A copy of the Company's Form 10 SBA including financial statements for the
year ended December 31, 1998 which has been filed with the SEC pursuant to the
Exchange Act, may be obtained without charge upon written request to Lee
Namisniak, Vice President/CFO, Innovative Tracking Solutions Corporation,
23232 Peralta Drive, Ste. 115, Laguna Hills, CA 92653, or from the Internet at
WWW.SEC.GOV from the SEC's Edgar database.
[FORM OF CONSENT]
CONSENT TO ACTION IN WRITING OF
THE MAJORITY SHAREHOLDERS of
Innovative Tracking Solutions Corporation, a Delaware corporation
IN LIEU OF MEETING
The undersigned majority shareholders of Innovative Tracking Solutions
Corporation (the Company"), acting pursuant to Section 78.3793 of the
Delaware General Corporation Law and the Company's Bylaws, hereby consent
to take the following actions.
Acquisition
The Company will acquire the following: Desert Sun Investments Ltd.
INSTRUCTIONS TO SHAREHOLDERS: If you would like to vote for the acquisition of
Desert Sun Investments Ltd., please mark the box underneath each paragraph
relating to the acquisition of Desert Sun Investments Ltd. If you wish to
withhold your vote for the acquisition or abstain from voting on this issue,
please mark the box underneath which states: "I hereby withhold my vote for this
acquisition." If neither box is checked, your vote, either for, against, or
abstaining, cannot be counted, so kindly check one box or the other, indicating
your preference.
Pursuant to the Bylaws and general Delaware corporate law, the Company plans
On acquiring 100% of the outstanding capital stock of Desert Sun Investments
Ltd., an Internet Financial Services company located in San Diego, California.
[ ] I hereby vote to acquire Desert Sun Investments Ltd.
[ ] I hereby withhold my vote for this acquisition.
NOW, THEREFORE, if a majority of the shares vote to elect to acquire this
company, BE IT RESOLVED that the Company will acquire Desert Sun Investments
Ltd. and this company is hereby acquired.
EFFECTIVENESS OF THIS CONSENT
This Consent shall be effective for no longer than sixty (60) days from the
date of the first signature below.
REVOCABILITY OF THIS CONSENT
This consent is fully revocable by a writing received by the Company prior to
the time that written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary of the Company. Such
revocation is effective upon its receipt by the Secretary of the Company.
If you wish to revoke this consent after you have signed it, please mail, fax,
or send by overnight delivery, your revocation in writing to:
Attention: Lee Namisniak
Innovative Tracking Solutions Corporation
23232 Peralta Dr. Ste. 115
Laguna Hills, CA 92653
Facsimile: 949-595-4741
FURTHER ACTION
RESOLVED, that the Officers and Directors of the Company are authorized to
take such further action as they may deem necessary or appropriate to carry out
the purpose and intent of the foregoing resolutions.
FACSIMILE SIGNATURES
RESOLVED, that facsimile signatures of the shareholders on this Consent shall
be deemed to be original signatures for all intents and purposes.
CERTIFICATION
The undersigned hereby consents to this action and the resolutions set forth
above and direct and authorize that a copy of this Consent Action in Writing by
the Majority Stockholders be placed by the Company's Secretary with the minutes
of the proceedings of the Stockholders in the official records of the Company.
SHAREHOLDER SIGNATURE
Print Name____________________ Date Signed: Number of Shares Held:
Sign Name:____________________ _____________________________________________
