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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Information Statement [ ] Confidential, for Use of
[X] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
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INTERNATIONAL IMAGING, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Information Statement, if other than Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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INTERNATIONAL IMAGING, INC.
1875 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
INFORMATION STATEMENT PURSUANT TO SECTION 14C
OF THE SECURITIES EXCHANGE ACT OF 1934
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This information statement is being mailed on or about November 5,
1997, to the holders of record at the close of business on October 29, 1997 of
the shares of common stock, par value $0.0001 per share (the "Shares"), of
International Imaging, Inc., a Delaware corporation (the "Company"). You are
receiving this information statement in connection with a proposed amendment
(the "Proposed Amendment") to the Certificate of Incorporation of the Company
(the "Certificate of Incorporation") that would change the name of the Company
to NexTech Enterprises International, Inc., effective November 26, 1997.
1. APPROVAL OF PROPOSED AMENDMENT. Under Delaware corporation
law, the Proposed Amendment must be approved in writing by the holders
of at least a majority of the voting stock of the Company. Erose
Capital Corp. the holders of 70.79% of the Company's Shares, have
consented in writing to the Proposed Amendment. The Proposed Amendment,
therefore, has been approved by the stockholders of the Company, and,
effective November 26, 1997, the name of the Company will be changed to
NexTech Enterprises International, Inc. Because the Proposed Amendment
already has been approved, you are not required to take any action at
this time; however, at your option, you may submit a written consent to
the Proposed Amendment to International Imaging, Inc., 1875 Century
Park East, Los Angeles, CA 90067. This information statement is your
notice that the name change has been approved; you will receive no
further notice when the change becomes effective.
2. SHARE CERTIFICATES. Following the name change, the Share
certificates you now hold will continue to be valid. In the future, new
Share certificates will contain a legend noting the change in name or
will be issued bearing the new name, but this in no way will affect the
validity of your current Share certificates.
3. OUTSTANDING VOTING SECURITIES. At the close of business on
October 29, 1997, there were 15,891,903 Shares outstanding. The Shares
constitute the only voting securities of the Company. Each holder of
the Shares is entitled to cast one vote for each Share held at any
meeting of shareholders.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
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NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
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Common Stock Erose Capital Corp. 11,250,000 70.79%
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4. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
5. (a) No director or officer of the Company or nominee for
election as a director of the Company or associate of any director or
officer of the Company has a substantial interest in the Proposed
Amendment.
(b) No director of the Company has informed the Company in
writing that such director intends to oppose the adoption of the
Proposed Amendment.
6. No security holder entitled to vote at a meeting or by
written consent has submitted to the Company any proposal.
/s/ RON AMEN
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RON AMEN, PRESIDENT
