UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 22, 2003
TRSG Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
8726W 10 8 87-045382
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(CUSIP Number) (IRS Employer Identification Number)
c/o Sara Wetzel, President
2121 W. Army Trail Road, Suite 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
Check the appropriate box:
[ X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[ ] Definitive Information Statement
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TRSG Corporation
(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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2
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
to be taken on April 21, 2003
To the Stockholders of TRSG Corporation ("TRSG" and/or the "Company"):
Notice is hereby given that upon Written Consent by the holder of a majority of
the outstanding shares of common stock of TRSG Corporation (the "Company"), the
Company intends to Amend its Articles of Incorporation to change the name of the
Company to "Worldwide Holdings, Corp." and to file such amendment with the State
of Delaware. The change will be effective on final effectiveness of this filing
and is expected to be on or about May 26, 2003.
The Company further 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 common stock in exchange for every
25,000 shares of the Company's common voting stock held as of the record date
May 25, 2003. Fractional shares being rounded up to the next whole share. The
number of authorized shares would remain unchanged. Only shareholders of record
at the close of business on May 25, 2003 will participate in the reverse split
as set forth in this Paragraph.
Only stockholders of record at the close of business on April 22, 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/ Sara Wetzel
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Sara Wetzel, President
3
This information statement is being furnished to all holders of the common stock
of the Company in connection with the Action by Written Consent to amend the
Company's Articles of Incorporation.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of TRSG Corporation, a Delaware Corporation ("TRSG") in connection with
resolutions of the Board of Directors and the written consent of a holder of in
excess of 50% of the common stock of TRSG providing for an amendment to TRSG's
Articles of Incorporation to change the name of the Company to "Worldwide
Holdings, Corp." and to approve a reverse split of the common stock on a one (1)
for twenty five thousand (25,000) for all shareholders of record on May 25,
2003. This action is being taken to facilitate and reflect the business
operations of the Company.
DISSENTEER'S RIGHTS OF APPRAISAL
The Delaware Revised Statutes ("the Delaware Law") do not provide for
dissenter's rights of appraisal in connection with the name change or the
reverse-split of the common shares of the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors fixed the close of business on April 22, 2003 as the
record date for the determination of the common shareholders entitled to notice
of the action by written consent.
At the record date, the Company had outstanding 194,610,231 shares of $0.001 par
value common stock. The Company's officers, directors and principal shareholders
own or control in the aggregate greater than 50% of the issued and outstanding
shares of Common Stock on the Record Date, these persons have signed a consent
to the taking of this action. 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
April 22, 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:
"TABLE"
Title of Class Name and Address of Beneficial Amount and Nature of Percent of Class
Owner Beneficial Ownership
Common Stock Mark Schoppe 146,307,660 75.2%
Highland Real Estate
569 W. Galena Blvd.
Aurora, IL 60506
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 TRSG owning a majority in excess of 50% of TRSG's
issued and outstanding common stock, have executed and approved the
Shareholders' Consent Letter authorizing the change of the Company's name to
"Worldwide Holdings, Corp". and the reverse split of the Company' shares on a 1
for 25,000 basis with fractional shares being rounded up to the next whole
share, and the authorized shares remaining unchanged. (see the heading "Voting
Securities and Principal Holders Thereof" above). No further votes are required
or necessary to effect the proposed amendment. 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 stock outstanding on April 22, 2003, the
record date for determining shareholders who would have been entitled to notice
of and to vote on the proposed amendment to TRSG's Articles of Incorporation and
the proposed reverse split of the Company's common shares.
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 TRSG'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 TRSG , including its annual and quarterly
reports on Forms 10-KSB statement, which have been filed with the Securities and
Exchange Commission, may be accessed through the EDGAR archives, at www.sec.gov.
and is incorporated herein by reference.
Dated: April 22, 2003
By Order of the Board of Directors
/s/ Sara Wetzel
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Sara Wetzel, President
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Exhibit A
SHAREHOLDER CONSENT TO
ACTION WITHOUT A MEETING OF
TRSG CORPORATION
Pursuant to Section 228 of the Delaware corporation laws, the undersigned,
representing in excess of fifty percent (50%) of the current shareholders of
TRSG Corporation (the "Company") as of April 21, 2003, hereby unanimously
consent to and authorize the following action to be effective at such date as
shall be determined by the Board of Directors of TRSG.;
WHEREAS, the Board of Directors has determined it to be in the best interest of
the corporation to effect a one (1) for twenty five thousand (25,000)
reverse-split of the company's outstanding common shares, with fractional shares
being rounded up to the next whole share, and with no change in the authorized
shares of the corporation; and
WHEREAS, the Board of Directors has determined it to be in the best interest of
the corporation to effect to an Amendment to its Articles of Incorporation to
change the name of the Company to "Worldwide Holdings, Corp." and to file such
amendment with the State of Delaware.
WHEREAS, the undersigned shareholder is in agreement with the proposal to effect
such a reverse-split of the corporation's outstanding shares and to change the
name of the Company to "Worldwide Holdings, Corp."; and
WHEREAS, it is the desire of the undersigned shareholder that the reverse-split
and name change be carried out as quickly as possible.
NOW THEREFORE BE IT RESOLVED, that the undersigned Majority Shareholder hereby
approves and consents to the effecting, by the Board of Directors of the
Corporation, of a one (1) for twenty five thousand (25,000) reverse-split of the
company's outstanding common shares, with fractional shares being rounded up to
the next whole share, and with no change in the authorized shares of the
corporation, as described above; and
FURTHER RESOLVED, that the undersigned Majority Shareholder hereby approves and
consents to the effecting, by the Board of Directors of the Corporation, of a
name change of the company from TRSG Corporation to "Worldwide Holdings, Inc."
and to file an Amendment to the Articles of Incorporation with the State of
Delaware to effectuate same.
FURTHER RESOLVED, that the undersigned shareholder consents to all necessary
actions of the Board of Directors of the Company necessary to effectuate the
intent of this Resolution and that, under the direction of the Board of
Directors, the appropriate officers of the Company are authorized, empowered and
directed, in the name of and on behalf of the Shareholder, to execute and
deliver all such documents, schedules, instruments and certificates, to make all
such payments or perform all such acts and things, and to execute and deliver
all such other documents as may be necessary from time to time in order to carry
out the purpose and intent of these resolutions; and that all of the acts and
doings of any of such officers that are consistent with the purposes of these
resolutions are hereby authorized, approved, ratified and confirmed in all
respects.
The Majority Shareholders Number of Shares
Mark Schoppe 146,307,660
/s/ Mark Schoppe
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Dated: April 22, 2003