UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14C
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 20, 2003
Worldwide Holdings Delaware, Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
Delaware
298159N 87-0453832
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(CUSIP Number) (IRS Employer Identification Number)
c/o Martin Wozniak, President
2121 Army Trail Rd., #105
Addison, IL 60101
(Address of principal executive offices)
(630) 705-1696
(Registrant's telephone number, including area code)
WE ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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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
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WORLDWIDE HOLDINGS DELAWARE, CORP.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-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 0-11: 0
4) Proposed maximum aggregate value of transaction: 0
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 0-11(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 No.:
3) Filing Party:
4) Date Filed
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WORLDWIDE HOLDINGS DELAWARE, CORP
c/o Martin Wozniak, President
2121 Army Trail Rd., #105
Addison, IL 60101
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
to be taken on December 22, 2003
To the Stockholders of Worldwide Holdings Delaware, Corp.:
Notice is hereby given that The Company proposes that it conduct a 1 for 25,000
reverse-split of its common stock, such that every current shareholder of the
Company's common stock shall be issued one share of the Company's $0.001 common
voting stock in exchange for every 25,000 shares of the Company's $0.001 common
voting stock held as of the record date, with fractional shares being rounded up
to the next whole share. The number of authorized shares would remain the same
(10,000,000,000). The reverse-split will occur on or after December 22, 2003
pursuant to action taken by a majority of shareholders on December 22, 2003.
Only stockholders of record at the close of business on November 20, 2003 shall
be given Notice of the Action by Written Consent. The Company will not
solicit proxies.
By Order of the Board of Directors
/s/ Martin Wozniak
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Martin Wozniak, President
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This information statement is being furnished to all holders of the common stock
of Worldwide Holdings Delaware, Inc., a Delaware corporation ("Worldwide")in
connection with the Proposed Action by Written Consent to effect a one (1) for
twenty-five thousand (25,000) reverse-split of the $0.001 par value common stock
of Worldwide for all shareholders of record on November 20, 2003, with
fractional shares being rounded up to the next whole share.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of Worldwide, in connection with the resolutions of the Board of Directors of
Worldwide providing for approval of a one (1) for twenty-five Thousand (25,000)
reverse-split of the 0.001 par value common stock of Worldwide for all
shareholders of record on November 20, 2003, with fractional shares being
rounded up to the next whole share. This action is being taken to provide a
higher per share trading value of the Company's publicly traded shares, to
provide additional authorized but unissued shares of the Company's common stock
for future use by the Company Board of Directors to conduct the affairs of the
Company, and to facilitate the business operations of the Company.
The Board of Directors and a person owning the majority of the outstanding
voting securities of Worldwide have unanimously adopted, ratified and approved
resolutions to effect the reverse-split. No other votes are required or
necessary. See the caption "Vote Required for Approval," below. The
reverse-split will be filed and become effective on December 22, 2003.
The Form 10-QSB filed by Worldwide with the Securities and Exchange Commission
may be viewed on the Securities and Exchange Commission's web site at
www.sec.gov in the Edgar Archives. Worldwide is not presently "current" in the
filing of all reports required to be filed by it. See the caption "Additional
Information," below.
DISSENTEER'S RIGHTS OF APPRAISAL
The General Corporation Law of the State of Delaware ("the Delaware Law") does
not provide for dissenter's rights of appraisal in connection with the
reverse-split.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on November 20, 2003 as
the record date for the determination of the common shareholders entitled to
notice of proposed action by written consent.
At the record date, the Company had outstanding 1,219,644,662 shares of $0.001
par value common stock. One shareholder holds a controlling interest of seventy
six and 7/10th's (76.662%) shares of the $0.001 par value common stock of the
Company as of the record date, representing more than a majority of the
company's outstanding common stock. The shareholder, Martin H. Wozniak has
consented to the action required to effect the proposed amendment to the
Company's Articles of Incorporation. This consent will be sufficient, without
any further action, to provide the necessary stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS,
DIRECTORS AND FIVE PERCENT STOCKHOLDERS
The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as of
November 20, 2003 by (i) each person who is known by the Company to own
beneficially more than five percent (5%) of the outstanding shares of Common
Stock; (ii) each of the Company's named Executive Officers and Directors; and
(iii) all Directors and Executive Officers as a group:
Title of Class Name and Address of Beneficial Amount and nature of Percent of Class
Ownership Beneficial Ownership
Common Martin H. Wozniak 935,000,000 76.662%
Stock 2110 North Avenue
Waukegan, IL 60087
Assen Mitsev 90,000,000 7.379%
As of November 20, 2003, the Company had 1,219,644,662 shares of its common
voting stock issued and outstanding.
VOTE REQUIRED FOR APPROVAL
Section 228 of the Delaware corporation laws provides that any action required
to be taken at a special or annual meeting of the stockholders of a Delaware
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power. The Shareholders of Worldwide owning a majority in excess of 50% of
Worldwide's issued and outstanding common stock, have executed and approved the
Shareholders' Consent Letter authorizing the replacement of Worldwide's current
Board of Directors and executive officers (See the heading "Voting Securities
and Principal Holders Thereof" above). No further votes are required or
necessary to effect the proposed amendment.
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The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of issued
and outstanding shares of the Company's $0.001 par value common voting stock
outstanding on November 20, 2003 the record date for determining shareholders
who would have been entitled to notice of and to vote on the proposed amendment
to Worldwide's Articles of Incorporation.
ITEM 2.
STATEMENT THAT PROXIES ARE NOT SOLICITED
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
ITEM 3.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed amendment to Worldwide's Articles of Incorporation or in any action
covered by the related resolutions adopted by the Board of Directors, which is
not shared by all other stockholders.
ADDITIONAL INFORMATION
Additional information concerning Worldwide , including its Form 10-SB initial
registration statement and quarterly reports on Form 10-QSB for the past two
quarters, which have been filed with the Securities and Exchange Commission, may
be accessed through the EDGAR archives, at www.sec.gov.
Dated: November 20, 2003
By Order of the Board of Directors
/Martin H. Wozniak/
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Martin H. Wozniak, President
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