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o		Preliminary Information Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d)(2))
þ		Definitive Information Statement

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (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:

o		Fee paid previously with preliminary materials.
o		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 Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

 

Proposal 1		To amend the Articles of Incorporation to effect a reverse stock split of the common stock, $.001 par value, of the Company by a ratio of one-for-ten
Proposal 2		To change the domicile of the Company from Wyoming to Delaware
Proposal 3		To change the name of the Company to Fonon Corpo

/s/ Dmitriy Nikitin President and Chief Executive Officer
400 Rinehart Road #1000, Lake Mary, FL 32746
July 31, 2015

 

The approval of this action by written consent is made possible by Section 17-16-704 of the Wyoming Business Corporation Act which provides that the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, June be substituted for such a meeting.  In order to eliminate the costs involved in holding a special meeting, our Board of Directors elected to utilize the written consent of the holders of more than a majority of our voting securities.

 

 

 

 

Authorized Shares of Common Stock				Issued and Outstanding Shares				Reserved but Unissued				Available for Issuance
	500,000,000				465,700,000				0				34,300,000
	500,000,000				46,570,000				0				453,430,000

The primary purpose for effecting the Reverse Split is to increase the number of available shares under the Stock Purchase Agreement  to allow us to issue to Fonon Technologies an additional 165,000,000 shares of our common stock on a post-split basis split to achieve ownership by Fonon Technologies of 97,524,161 shares or 85% of the Company's 115,000,000 post-split issued and outstanding shares of capital stock on a fully diluted basis, which includes a warrant issued to Al Pietrangelo, former President of the Company, to purchase 12,500,000 shares of the Company's common stock for a period of two years at an exercise price of .001 per share.

 

 

The above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax penalties. It was written solely in connection with the solicitation of stockholder votes with regard to a proposed reverse split of our Common Stock.

(iv) all of the shares of the wholly-owned subsidiary, Fonon Corporation, outstanding immediately prior to the Change in Domicile Merger will be canceled;

(i)

a change in our legal domicile from Wyoming to Delaware; and

(ii)

other changes of a legal nature, the material aspects of which are described herein.

Shareholders whose shares of common stock were freely tradable before the Change in Domicile Merger will own shares of the surviving corporation that are freely tradable after the Change in Domicile Merger. Similarly, any shareholders holding securities with transfer restrictions before the Change in Domicile Merger will hold shares of the surviving corporation that have the same transfer restrictions after the Change in Domicile Merger. For purposes of computing the holding period under Rule 144 of the Securities Act of 1933, as amended, shares issued pursuant to the Change in Domicile Merger will be deemed to have been acquired on the date the holder thereof originally acquired the Company’s shares.

Provision		Delaware Law and Delaware Corporation’s Governing Documents		Wyoming Law and Wyoming Corporation’s Governing Documents
ELECTIONS; VOTING; PROCEDURAL MATTERS
Number of Directors		Delaware law provides that a corporation must have at least one director and that the number of directors shall be fixed by, or in the manner provided in, the bylaws unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation..   Delaware Corporation’s bylaws provide that the authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member, and no reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires..		Wyoming law provides that a corporation must have at least one director and that the number of directors shall be fixed by, or in the manner provided in, the bylaws unless the Articles of Incorporation fixes the number of directors.   The Wyoming Bylaws provide that the board of directors shall consist of not less than one director until changed by a bylaw amendment. The number of directors will be fixed from time to time by a bylaw or amendment duly adopted by the vote of at least a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of a majority of the outstanding shares entitled to vote, or by a vote of at least a majority of directors who constitute the board of directors.
Classified Board of Directors		Delaware law permits any Delaware corporation to classify its board of directors into as many as three classes with staggered terms of office. The Certificate of Incorporation June provide that one or more directors June have voting powers greater than or less than those of other directors. Further, the Certificate of Incorporation June provide that holders of any class or series of stock shall have the right to elect one or more directors.   Delaware Corporation has a classified board but there are no charter provisions regarding one or more directors having voting powers greater than or less than those of other directors nor that holders of any class or series of stock shall have the right to elect one or more directors.		Wyoming law permits any Wyoming corporation to classify its board of directors into as many as three classes with staggered terms of office.   Wyoming Corporation does not currently have a classified board of directors.

Removal of Directors		With limited exceptions applicable to classified boards and cumulative voting provisions, under Delaware law, directors of a corporation without a classified board June be removed with or without cause, by the holders of a majority of shares then entitled to vote in an election of directors.   Delaware Corporation's directors June be removed only for cause since Delaware Corporation has a classified Board.   Delaware Corporation’s Bylaws provide that any director June be removed only for cause if the number of votes cast in favor or removal constitute a majority.		With limited exceptions applicable to directors elected by a voting group of shareholders and if the Articles of Incorporation provide that a director June be removed only for cause, under Wyoming law directors of a corporation June be removed with or without cause, if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director..   The Wyoming Articles of Incorporation provides that any director June be removed, with or without cause, at a meeting of stockholders. A vacancy created by removal of a director June be filled by the vote of a majority of the remaining directors then in office or by the vote of at least a majority of the shares present at a special meeting of the shareholders called for such purpose.

Board Action by Written Consent		Delaware law provides that, unless the Certificate of Incorporation or Bylaws provide otherwise, any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof June be taken without a meeting if all members of the board or committee consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee.   The Delaware Certificate of Incorporation and the Delaware Bylaws do not change this statutory rule		Wyoming law provides that, unless the Articles of Incorporation or bylaws provide otherwise, any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof June be taken without a meeting if the requisite number of the members of the board or committee consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee.  The corporation is required to provide notice of any action by written consent to nonvoting or non-consenting directors within ten days after written consents to take an action have been delivered to the corporation.   The Wyoming Articles of Incorporation and the Wyoming Bylaws do not change this statutory rule.

Interested Party Transactions		Under Delaware law, a contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, is not void or voidable solely because of such relationship or interest, or solely because the director or officer is present at or participates or votes at the meeting of the board or committee that authorizes the contract or transaction, if one or more of the following is true: (i) the material facts of the contract or transaction and the director’s or officer’s relationship or interest are disclosed to or known by the board or committee, and the board or the committee in good faith authorizes the contract or transaction by an affirmative vote of the majority of the disinterested directors (even though these directors are less than a quorum); (ii) the material facts of the contract or transaction and the director’s or officer’s relationship or interest are disclosed to or known by the stockholders entitled to vote on the matter and they specifically approve in good faith the contract or transaction; or (iii) the contract or transaction is fair to the corporation as of the time it was authorized, approved or ratified.   Delaware Corporation’s Certificate of Incorporation and Bylaws did not place restrictions on interested party transactions in addition to those in the GCL.   The Delaware Certificate of Incorporation and the Delaware Bylaws do not change this statutory rule.		Under Wyoming law, a contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, is not void or voidable solely because of such relationship or interest, or solely because the director or officer is present at or participates or votes at the meeting of the board or committee that authorizes the contract or transaction, if one or more of the following is true: (i) the material facts of the contract or transaction and the director’s or officer’s relationship or interest are disclosed to or known by the board or committee, and the board or the committee in good faith authorizes the contract or transaction by an affirmative vote of the majority of the qualified directors (even though these directors are less than a quorum); (ii) the material facts of the contract or transaction and the director’s or officer’s relationship or interest are disclosed to or known by the stockholders entitled to vote on the matter and they specifically approve in good faith the contract or transaction; or (iii) the contract or transaction is fair to the corporation as of the time it was authorized, approved or ratified.   The Wyoming Articles of Incorporation and the Wyoming Bylaws do not change this statutory rule.
Special Meetings of Stockholders		Delaware law permits special meetings of stockholders to be called by the board of directors or by any other persons authorized in the certificate of incorporation or bylaws to call a special stockholder meeting.   The Delaware Certificate of Incorporation provides that special meetings of the stockholders June be called by the board of directors, the chair of the board, the chief executive officer, the president, or the secretary at any time.		Wyoming law permits special meetings of stockholders to be called by the board of directors or by any other persons authorized in the Articles of Incorporation or bylaws to call a special stockholder meeting.   The Wyoming Bylaws provide that special meetings of the stockholders June be called by the board of directors, the chair of the board, the chief executive officer, the president, or the secretary at any time.

Failure to Hold an Annual Meeting of Stockholders	Delaware law provides that if a corporation fails to hold an annual meeting for the election of directors or there is no written consent to elect directors in lieu of an annual meeting taken, in both cases for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or last action by written consent to elect directors in lieu of an annual meeting, a director or stockholder of the corporation June apply to the Court of Chancery of the State of Delaware to order that an annual meeting be held.   The Delaware Certificate of Incorporation and the Delaware Bylaws do not change this statutory rule.		Wyoming law provides that if a corporation fails to hold an annual meeting at the time stated in or fixed under the corporation's bylaws it shall not affect the validity of any corporate action.  Wyoming law states that a director who is not part of a classified board has a terms that expires at the next shareholders meeting at which directors are elected.   The Wyoming Articles of Incorporation and the Wyoming Bylaws do not change this statutory rule.

Cumulative Voting	A Delaware corporation June provide for cumulative voting in the corporation’s certificate of incorporation.   The Delaware Certificate of Incorporation does not provide for cumulative voting.		A Wyoming corporation June provide for cumulative voting in the corporation’s Articles of Incorporation.   The Wyoming Articles of Incorporation does not provide for cumulative voting.

Vacancies

All vacancies and newly created directorships on the board of directors of a Delaware corporation June be filled by a majority of the directors then in office, though less than a quorum, unless the certificate of incorporation or bylaws provide otherwise. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery June, upon application of any stockholder or stockholders holding at least 10 percent of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.   The Delaware Bylaws provides that if a vacancy is created by the expansion of the board of directors or by the death, resignation, or removal of a director then, in such cases, the vacancy so created June be filled by the vote of a majority of the remaining directors then in office or by the vote of at least a majority of the shares present at a special meeting of the shareholders called for such purpose.

All vacancies and newly created directorships on the board of directors of a Wyoming corporation June be filled by the shareholders or a majority of the directors then in office, though less than a quorum, unless the Articles of Incorporation provide otherwise.   The Wyoming Bylaws provide that if a vacancy is created by the expansion of the board of directors or by the death, resignation, or removal of a director then, in such cases, the vacancy so created June be filled by the vote of a majority of the remaining directors then in office or by the vote of at least a majority of the shares present at a special meeting of the shareholders called for such purpose.

Stockholder Voting Provisions	Under Delaware law, a majority of the shares entitled to vote, present in person or represented by proxy, generally constitutes a quorum at a meeting of stockholders. Generally, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter constitutes the act of stockholders. Directors are generally elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, generally constitutes a quorum entitled to take action with respect to that vote on that matter and, generally, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy constitutes the act of such class or series or classes or series.   The Delaware Certificate of Incorporation and the Delaware Bylaws do not change these statutory rules.		Under Wyoming law, a majority of the shares entitled to vote, present in person or represented by proxy, generally constitutes a quorum at a meeting of stockholders. Generally, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter constitutes the act of stockholders. Directors are generally elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, generally constitutes a quorum entitled to take action with respect to that vote on that matter and, generally, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy constitutes the act of such class or series or classes or series.   The Wyoming Articles of Incorporation and the Wyoming Bylaws do not change these statutory rules.

 

Stockholder Action by Written Consent		Unless the Certificate of Incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders June be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting consent to the action in writing. In addition, Delaware law requires the corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing.   The Delaware Certificate of Incorporation and the Delaware Bylaws do not change these statutory rules.		Under Wyoming law any action required or permitted to be taken at a meeting of the stockholders June be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting consent to the action in writing. In addition, Wyoming law requires the corporation to give ten days' notice of the taking of corporate action without a meeting by less than unanimous written consent to those non-consenting voting stockholders.   The Wyoming Articles of Incorporation and the Wyoming Bylaws do not change these statutory rules.

Vote for Mergers and Other Corporate Reorganizations

In general, Delaware requires authorization by an absolute majority of outstanding shares entitled to vote, as well as approval by the board of directors, with respect to the terms of a merger or a sale of substantially all of the assets of the corporation. Delaware law does not generally require a stockholder vote of the surviving corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if: (a) the plan of merger does not amend the existing certificate of incorporation; (b) each share of stock of the surviving corporation outstanding immediately before the effective date of the merger is an identical outstanding share after the merger; and (c) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or shares of common stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger.   The Delaware Certificate of Incorporation and the Delaware Bylaws do not change these statutory rules.

In general, unless the Articles of Incorporation or the Board of directors require a greater vote, Wyoming law requires authorization by stockholders at a  meeting at which a quorum exists, as well as approval by the board of directors, with respect to the terms of a merger or a sale of substantially all of the assets of the corporation. Wyoming law does not generally require a stockholder vote of the surviving corporation in a merger (unless the corporation provides otherwise in its Articles of Incorporation) if: (a) the plan of merger does not amend the existing Articles of Incorporation; (b) each share of stock of the surviving corporation outstanding immediately before the effective date of the merger is an identical outstanding share after the merger; and (c) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, and the voting power of the shares that are issued and issuable do not exceed 20% of the voting power of the shares of the corporation  that are outstanding immediately before the transaction.   The Wyoming Articles of Incorporation and the Wyoming Bylaws do not change these statutory rules.

 

Dissenters’ Rights of Appraisal; Appraisal Rights		Under the DGCL, unless the certificate of incorporation of a corporation provides otherwise, appraisal rights are only available with respect to a merger or consolidation of a corporation under certain limited circumstances. No appraisal rights are provided in the case of (i) a sale, lease or exchange of all or substantially all of the corporation’s assets, or (ii) a share exchange. Appraisal rights under the DGCL are available to record holders only.   Delaware Corporation’s Certificate of Incorporation and Bylaws do not contain provisions related to appraisal rights.		Under the BCA, a dissenting shareholder is entitled to receive the appraised value of the shares owned by the shareholder when the corporation votes to: (i) sell, lease or exchange all or substantially all of its property and assets other than in the regular course of the corporation’s business; (ii) merge or consolidate with another corporation; (iii) participate in a share exchange; or (iv) convert into another entity, subject to certain exceptions. Dissenters’ rights under the GCL are available to both record holders and in limited circumstances to beneficial holders.   Wyoming Corporation’s Articles of Incorporation and Bylaws do not contain provisions related to appraisal rights.
Shareholder Rights to Examine Books and Records		Under the DGCL, the inspection rights of the stockholders of a corporation are the same as under the BCA, except: (i) there is no requirement that a stockholder has been a shareholder for at least three months or is a stockholder of at least 5% of all outstanding shares of any class of shares when the demand is made, and (ii) if a corporation refuses to permit inspection or does not reply to the demand within five business days after the demand has been made the stockholder June apply to the Court of Chancery for an order to compel such inspection.   Delaware Corporation’s Certificate of Incorporation and Bylaws do not contain provisions related to shareholder rights to examine books and records.		Under the BCA, the inspection rights of the stockholders of a corporation are the same as under the DGCL, except a stockholder must have been a shareholder for at least six months and owns at least 5% of all outstanding shares of any class of shares when the demand is made. If a corporation refuses to permit inspection or does not reply to the demand  the stockholder June apply to the district court where the corporation's principal office is located or if not located in Wyoming where its registered office is located for an order to compel such inspection.   Wyoming Corporation’s Articles of Incorporation and Bylaws do not contain provisions related to shareholder rights to examine books and records.

Amendment or Repeal of Bylaws		The DGCL provides that stockholders June amend the bylaws and, if provided in its certificate of incorporation, the board of directors also has this power. Under the DGCL, stockholders entitled to vote in the election of directors have the power to adopt, amend or repeal bylaws; provided, however, that any corporation June, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors.   The Delaware Certificate of Incorporation and the Delaware Bylaws provide that the bylaws June be adopted, amended or repealed (i) by the board of directors, or (ii) upon the approval of the holders of at least a majority of the outstanding common stock. The stockholders June repeal or amend the bylaws as amended by the board of directors. In addition, the board of directors shall not amend any bylaws fixing the qualifications, classifications or terms of the board of directors.		The BCA provides that stockholders June amend the bylaws and, if provided in its Articles of Incorporation, the board of directors also has this power. Under the BCA, stockholders entitled to vote in the election of directors have the power to adopt, amend or repeal bylaws; provided, however, that any corporation June, in its Articles of Incorporation, confer the power to adopt, amend or repeal bylaws upon the directors.   The Wyoming Articles of Incorporation and the Wyoming Bylaws provide that the bylaws June be adopted, amended or repealed by the board of directors, or (ii) upon the approval of the holders of at least a majority of the outstanding common stock. The stockholders June repeal or amend the bylaws as amended by the board of directors. In addition, the board of directors shall not amend any bylaws fixing the qualifications, classifications or terms of the board of directors.
Amendment or Repeal of Certificate or Articles of Incorporation		Under the DGCL, stockholders are not entitled to enact an amendment to the certificate of incorporation without appropriate action taken by the board of directors. Amendments to the certificate of incorporation generally require that the board of directors adopt a resolution setting forth the amendment, declaring its advisability and submitting it to a vote of the stockholders.   The Delaware Certificate of Incorporation expressly reserves the right to amend or repeal any provision contained in the Delaware Certificate of Incorporation in the manner prescribed by Delaware statute.		Under the BCA, stockholders are not entitled to enact an amendment to the Articles of Incorporation without appropriate action taken by the board of directors. Amendments to the Articles of Incorporation generally require that the board of directors adopt a resolution setting forth the amendment, declaring its advisability and submitting it to a vote of the stockholders.   The Wyoming Articles of Incorporation and Bylaws do not change these statutory rules.

INDEMNIFICATION OF OFFICERS AND DIRECTORS AND ADVANCEMENT OF EXPENSES; LIMITATION ON PERSONAL LIABILITY
Indemnification		Permissive Indemnification - Non-Derivative Actions. Under the DGCL, a corporation June indemnify an indemnitee who was or is a party or is threatened to be made a party to any proceeding against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with such proceeding if the indemnitee met the specified Standard of Conduct (addressed below).   Permissive Indemnification - Derivative Actions. In the case of derivative actions, a corporation June indemnify an indemnitee against expenses (including attorneys’ fees), but not amounts paid in settlement, judgments or fines. However, such indemnification is permitted only if the indemnitee met the specified Standard of Conduct (addressed below), except that no indemnification June be made for any claim as to which the indemnitee is adjudged liable to the corporation unless a court determines that, in view of all the circumstances of the case, the indemnitee is fairly and reasonably entitled to indemnity.   Mandatory Indemnification. A present or former director or officer of a corporation who is successful, on the merits or otherwise, in defense of any proceeding subject to the DGCL’s indemnification provisions must be indemnified by the corporation for reasonable expenses (including attorneys’ fees).		Permissible Indemnification – Non-Derivative Actions. Under the BCA, a corporation June indemnify an indemnitee who was or is a party  to any proceeding against reasonable expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with such proceeding if the indemnitee met the specified Standard of Conduct (addressed below).   Permissive Indemnification – Derivative Actions. In the case of derivative actions, a corporation June indemnify an indemnitee against expenses (including attorneys’ fees), but not amounts paid in settlement, judgments or fines. However, such indemnification is permitted only if the indemnitee met the specified Standard of Conduct (addressed below), except that no indemnification June be made for any claim as to which the indemnitee is adjudged liable to the corporation unless a court determines that, in view of all the circumstances of the case, the indemnitee is fairly and reasonably entitled to indemnity.   Mandatory Indemnification. A present or former director or officer of a corporation who is successful, on the merits or otherwise, in defense of any proceeding subject to the BCA’s indemnification provisions must be indemnified by the corporation for reasonable expenses (including attorneys’ fees).

Standard of Conduct		Under the DGCL, the Standard of Conduct requires that an indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. The determination June be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.		Under the BCA, the Standard of Conduct requires that an indemnitee conducted himself in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. The determination June be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are fewer than two qualified directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

		The Delaware Certificate of Incorporation and Bylaws provide that Delaware Corporation shall indemnify its directors, officers and other agents to the fullest extent authorized by the DGCL. Delaware Corporation is permitted to modify the extent of such indemnification by individual contracts with its directors, executive officers and other agents.		The Wyoming Articles of Incorporation and Bylaws provide that Wyoming Corporation shall indemnify its directors, officers and other agents to the fullest extent authorized by the BCA. The Wyoming Corporation is permitted to modify the extent of such indemnification by individual contracts with its directors, executive officers and other agents.
Advancement of Expenses		Delaware law provides that expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding June be paid by the corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation. A Delaware corporation has the discretion to decide whether or not to advance expenses, unless provided otherwise in its certificate of incorporation or by law.     The Delaware Bylaws provide that Delaware Corporation June advance expenses to any officer or director in advance of the final disposition of the proceeding.		Wyoming law provides that expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding June be paid by the corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation. A Wyoming corporation has the discretion to decide whether or not to advance expenses.       The Wyoming Bylaws provide that Wyoming Corporation June advance expenses to any officer or director in advance of the final disposition of the proceeding.

Limitation on Personal Liability of Directors

A Delaware corporation is permitted to adopt provisions in its certificate of incorporation limiting or eliminating the liability of a director to a company and its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such liability does not arise from certain proscribed conduct, including breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or liability to the corporation based on unlawful dividends or distributions or improper personal benefit.   The Delaware Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, no director of Delaware Corporation will be personally liable to Delaware Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

A Wyoming corporation is permitted to adopt provisions in its Articles of Incorporation limiting or eliminating the liability of a director to a company and its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such liability does not arise from certain proscribed conduct, including breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or liability to the corporation based on unlawful dividends or distributions or improper personal benefit.   The Wyoming Articles of Incorporation provides that, to the fullest extent permitted by Wyoming law, no director of Wyoming Corporation will be personally liable to Wyoming Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

 

 

ANTI-TAKEOVER STATUTES
Business Combination Statute		Under Delaware law, a corporation that is listed on a national securities exchange or the stock of which is held of record by more than 2,000 stockholders is not permitted to engage in a business combination with any interested stockholder for a three-year period following the time such stockholder became an interested stockholder, unless (i) the transaction resulting in a person becoming an interested stockholder, or the business combination, is approved by the board of directors of the corporation before the person becomes an interested stockholder; (ii) the interested stockholder acquires 85% or more of the outstanding voting stock of the corporation in the same transaction that makes it an interested stockholder (excluding shares owned by persons who are both officers and directors of the corporation, and shares held by certain employee stock ownership plans); or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the corporation’s board of directors and by the holders of at least 66 2 /3% of the corporation’s outstanding voting stock at an annual or special meeting (and not by written consent), excluding shares owned by the interested stockholder. Delaware law defines “interested stockholder” generally as a person who owns 15% or more of the outstanding shares of a corporation’s voting stock.   These provisions do not apply, among other exceptions, if (i) the corporation’s original certificate of incorporation contains a provision expressly electing not to be governed by these provisions, or (ii) the corporation, by action of its stockholders, adopts an amendment to its certificate of incorporation or bylaws expressly electing not to be governed by these provisions.   The Delaware Certificate of Incorporation does not opt out of the business combination statutes. However, Delaware Corporation is not currently subject to these provisions because Delaware Corporation does not have a class of voting stock that is: (i) listed on a national securities exchange, or (ii) held of record by more than 2,000 stockholders. If Fonon becomes subject to Section 203 in the future, Section 203 of the DGCL under certain circumstances June make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with Fonon for a three-year period. The provisions of Section 203 of the DGCL June encourage companies interested in acquiring Fonon to negotiate in advance with the Fonon Board of Directors, since the stockholder approval requirement would be avoided if a majority of the directors then in office approve either the business combination or the transaction that results in the stockholder becoming an interested stockholder.		Under Wyoming law, a corporation that is listed on a national securities exchange or the stock of which is held of record by more than 2,000 stockholders is not permitted to engage in a business combination with any interested stockholder for a three-year period following the time such stockholder became an interested stockholder, unless (i) the transaction resulting in a person becoming an interested stockholder, or the business combination, is approved by the board of directors of the corporation before the person becomes an interested stockholder; (ii) the interested stockholder acquires 85% or more of the outstanding voting stock of the corporation in the same transaction that makes it an interested stockholder (excluding shares owned by persons who are both officers and directors of the corporation, and shares held by certain employee stock ownership plans); or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the corporation’s board of directors and by the holders of at least 66 2 /3% of the corporation’s outstanding voting stock at an annual or special meeting (and not by written consent), excluding shares owned by the interested stockholder. Wyoming law defines “interested stockholder” generally as a person who owns 15% or more of the outstanding shares of a corporation’s voting stock.   These provisions do not apply, among other exceptions, if (i) the corporation’s original Articles of Incorporation contains a provision expressly electing not to be governed by these provisions, or (ii) the corporation, by action of its stockholders, adopts an amendment to its Articles of Incorporation or bylaws expressly electing not to be governed by these provisions.   The Wyoming Articles of Incorporation does not opt out of the business combination statutes. However, Wyoming Corporation is not currently subject to these provisions because Wyoming Corporation does not have a class of voting stock that is: (i) listed on a national securities exchange, or (ii) held of record by more than 2,000 stockholders. If Mabwe Minerals Inc. becomes subject to Section 203 in the future, Section 203 of the BCA under certain circumstances June make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with Mabwe Minerals Inc. for a three-year period. The provisions of the Wyoming Management Stability Act June encourage companies interested in acquiring Mabwe Minerals Inc. to negotiate in advance with the Mabwe Minerals Inc. Board of Directors, since the stockholder approval requirement would be avoided if a majority of the directors then in office approve either the business combination or the transaction that results in the stockholder becoming an interested stockholder.

 

FRANCHISE TAX
Franchise Tax		The State of Delaware requires corporations, including Fonon, to pay an annual franchise tax.		The State of Wyoming requires corporations, including Mabwe Minerals Inc., to pay an annual franchise tax.

AUTHORIZED CAPITAL STOCK
Authorized Capital Stock		The Delaware Certificate authorizes 505,000,000 shares of capital stock, par value $.001 per share, 500,000,000 of which are shares of common stock and 5,000,000 of which are shares of preferred stock. Immediately following the Change in Domicile Merger, Fonon will have, 46,570,000 shares of common stock and no shares of preferred stock outstanding.		The Wyoming Articles of Incorporation authorizes 500,000,000 shares of common stock, par value $.001 per share, and 5,000,000 shares of preferred stock, no par value.

 

	●		persons who own beneficially more than 5% of our outstanding voting securities;
	●		our directors;
	●		our executive officers; and
	●		all of our directors and executive officers as a group.

 

Stockholders, Management and Directors		Shares Beneficially Owned				Percentage of Outstanding Shares Owned
Fonon Technologies, Inc. 400 Rinehart Road #1000, Lake Mary, FL 32746			325,241,608	1			65.0	%
All directors and executive officers as a group (4 persons)				0			0	%

 

 

 

Date: July 31, 2015	Mabwe Minerals Inc.
		By Order of the Board of Directors
		By:/s/ Dmitriy Nikitin
		Dmitriy Nikitin
		President and Chief Executive Officer