Nevada
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000-52211
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20-2559624
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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· |
The
Company became the holder of all of the issued and outstanding shares
of
capital stock of ShieldZone, resulting in a parent/subsidiary relationship
between the Company and ShieldZone.
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· |
Each
share of ShieldZone common stock issued and outstanding immediately
prior
to the closing of the Merger was exchanged for the right to receive
on
share of the Company’s common
stock.
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· |
Certain
convertible notes, issued by ShieldZone in the aggregate principal
amount
$250,000.00, were converted by the Company, at an exercise price
of $0.35,
into 714,286 shares of the Company common
stock.
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· |
The
Company’s board of directors was reconstituted to consist of David Ho, the
Company’s director prior to the Merger, and Robert G. Pedersen II, who
prior to the Merger was the sole director of
ShieldZone.
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· |
Each
of the Company and ShieldZone provided customary representations
and
warranties and closing conditions, including approval of the Merger
by
approval required by law of ShieldZone’s
stockholders.
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SUMMARY
COMPENSATION
TABLE
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|||||||||
Name
and principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Robert
G. Pedersen II
CEO
& President
|
2004
2005
2006
|
-
-
40,000
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
85,000
(3)
-
|
-
85,000
40,000
|
Phillip
Chipping (1)
|
2004
2005
2006
|
-
54,614
98,500
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
54,614
98,500
|
David
Ho
Former
CFO (4)
|
2004
2005
2006
|
-
-
-
|
-
-
-
|
-
9,600
(2)
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
9,600
-
|
Johnny
Lee
Former
President, CEO and Director (5)
|
2004
2005
2006
|
-
-
-
|
-
-
-
|
-
48,000
(2)
-
|
-
-
-
|
-
-
-
|
-
-
-
|
-
35,000
(6)
-
|
-
9,600
-
|
(1) | Effective December 15, 2006, Mr. Chipping resigned his position as an officer and director of the Company. |
(2) | The Company issued 400,000 shares of common stock to Mr. David Ho at $0.001 per share on June 10, 2005 in settlement of $400 of debt, and 2,000,000 shares of common stock to Mr. Johnny Lee at $0.001 per share on the same date in settlement of $2,000 in debt. The conversion rate of $0.001 for these issuances was the price determined by considering both the stock price at the time and the great deal of time and effort our officers and directors expended in developing our business plan and establishing the contacts necessary to progress the Company thus far. We recorded a non-cash charge of $9,600 to Mr. Ho and $48,000 to Mr. Lee for management compensation to reflect the fair value of the common stock issued to Mr. Ho and Mr. Lee. These issuances were made by Amerasia Khan Ltd. prior to the merger transaction with ShieldZone. |
(3) | Represents a consulting fee paid to a company owned by Mr. Pedersen for services rendered through July 2006, but paid in fiscal 2005. In January 2006, Mr. Pedersen purchased a 50% interest in the equity of the Company through an affiliated entity and was appointed Chief Executive Officer and Director of ShieldZone. |
(4) | Mr. Ho has resigned as the Chief Financial Officer of the Company and ten days following the consummation of the Merger, his resignation as a director will become effective. |
(5) | Mr. Lee has resigned as the President, CEO and Director of the Company. |
(6) | On May 1, 2004, the Company entered into a Management Services Agreement with Mr. Lee, the Company’s former Present, CEO and director. Pursuant to the terms of the Management Services Agreement. Mr. Lee received a consulting fee of $2,500 per moth, payable on the last day of each month effective from May 1, 2004 to April 30, 2005. One May 1, 2005, the Company entered into an extension of the Management Agreement for another 12 month period ending April 30, 2006. In return, because of Mr. Lee’s local knowledge of the Manufacturing industry in China and Mongolia, Mr. Lee agreed to (1) provide the Company with local (China) knowledge of the manufacturing factories in China; (ii) provide quality control for all products produced by the local (China) factories; (iii) management services, including office and administration services, telephone an computer services; and (iv) to carry out management and director of the Company’s business, including managing, supervising and the coordinating of any export activities from China/Mongolia carried out by the Company. From inception to June 29, 2005, Mr. Lee received a total of $35,000. On June 29, 2005, the Company and Mr. Lee mutually agreed to suspend the Management Agreement, until such date that the Company is more profitable and viable. Subsequently, Mr. Lee released the Company from any obligations in connection with this matter pursuant to the Sale, Assignment and Assumption and Indemnification Agreement. |
Title
of
Class
|
|
Name
and Address
Of
Beneficial
Owners (1)
|
|
Amount
and Nature
Of
Beneficial Ownership
|
|
Percent
Of
Class
|
Common
Stock
|
|
Johnny
Lee, Director, President and Chief Executive Officer
Block
4, 11A Rhythm Garden
242
Choi Hung Road, Kowloon
Hong
Kong, China
|
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4,000,000
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44.44%
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Common
Stock
|
|
David
Ho, Director, Secretary and Treasurer, and Chief Financial
Officer
1409
Forbes Avenue
North
Vancouver, B.C.
V7M
2Y2
Canada
|
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0(6)
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4.44%
|
|
|
All
officers and directors as a group (2 persons)
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4,400,000
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48.88%
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Title
of
Class
|
|
Name
and Address
Of
Beneficial
Owners (1)
|
|
Amount
and Nature
Of
Beneficial Ownership
|
|
Percent
Of
Class
(3)
|
Common
Stock
|
|
Robert
G. Pedersen II, President and Chief Executive Officer
(2)(4)
|
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6,785,714
|
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41.15%
|
Common
Stock
|
|
David
Ho, Director
1409
Forbes Avenue
North
Vancouver, B.C.
V7M
2Y2
Canada
|
|
400,000
|
|
2.46%
|
Common
Stock
|
|
Andrew
C. Park
201
Post Street, 11th Floor
San
Francisco, CA 94108
|
|
1,058,235
|
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6.53%
|
Common
Stock
|
|
SunCreek,
LLC (5)
2873
Tolcate Lane
Holladay,
Utah 84121
|
|
5,285,714
|
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30.85%
|
Common
Stock
|
|
Brandon
O'Brien, Chief Financial Officer
All
officers, directors and director nominees as a group (3
persons)
|
|
--
7,185,714
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0%
43.58%
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(1) | Unless otherwise noted, the address for each of the named beneficial owners is: 3855 South 500 West, Suite B, Salt Lake City, Utah, 84115. Unless otherwise indicated, beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act and generally includes voting and/or investment power with respect to securities. Shares of common stock subject to options or warrants that are currently exercisable or exercisable within sixty days of February 9, 2007 are deemed to be beneficially owned by the person holding such options or warrants for the purpose of computing the percentage of ownership set forth in the above table, unless otherwise indicated. |
(2) | Such person is a director nominee that the directors of the Company have elected to the Board of Directors which appointment shall be effective upon compliance with Rule 14f1 of the Securities and Exchange Act of 1934. |
(3) | The calculations of percentage of beneficial ownership are based on 16,203,572 shares of common stock outstanding as of February 9, 2007, assuming the closing of the Merger. |
(4) | Includes 1,500,000 shares of Common Stock held directly by Mr. Pedersen and 5,000,000 shares of Common Stock held by SunCreek, LLC, an entity wholly owned by Mr. Pedersen. Mr. Pedersen exercises sole voting and investment control over the shares held by SunCreek, LLC. Also includes 285,714 shares subject to issuance upon the conversion of convertible promissory note in the principal amount of $100,000 owned by SunCreek, LLC. The conversion rate per share under the note is $0.35. The note is due May 15, 2007, if not sooner paid or converted. |
(5) | Also includes 285,714 shares subject to issuance upon the conversion of a convertible promissory note in the principal amount of $100,000 owned by SunCreek, LLC. The conversion rate per share under the note is $0.35. The note is due May 15, 2007, if not sooner paid or converted. SunCreek, LLC is an entity wholly owned by Mr. Pedersen. Mr. Pedersen exercises sole voting and investment control over the shares held by SunCreek, LLC. See note 4, above. |
(6) | Mr. David Ho, our former Chief Financial Officer and current director, agreed to cancel his 400,000 shares of the Company’s common stock. |
Name
|
|
Age
|
|
Position
|
Robert
G. Pedersen II
|
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40
|
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Chief
Executive Officer, Director Nominee *
|
Brandon T. O'Brien |
36
|
Chief Financial Officer | ||
David
Ho
|
|
49
|
|
Director
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Date:
February 20,
2007
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By:
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/s/
Robert
G. Pedersen II
|
Robert
G. Pedersen II,
Chief
Executive Officer and President
|