UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)/A
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report August 12, 2009
Seamless Corporation
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
0-20259 33-0845463
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(SEC File Number) (IRS Employer Identification Number)
c/o, Albert R. Reda, President
800 North Rainbow Blvd., Suite 208
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Las Vegas, Nevada 89107
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(Address of principal executive offices)
(702) 448-1861
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(Registrant's telephone number, including area code)
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SEAMLESS CORPORATION
800 NORTH RAINBOW BLVD., SUITE 208
LAS VEGAS, NEVADA 89107
(702) 448-1861
To the Stockholders of Seamless Corporation:
This Information Statement is furnished to the stockholders of Seamless
Corporation, a Nevada corporation (Seamless), in connection with the following
corporate action in connection with resolutions of the Board of Directors and
the written consent of holders of in excess of 50% of the voting rights of
Seamless providing for shareholder authorization to the board of directors of
the corporation to change the name to GDT TEK, Inc. and move the domicile of the
Corporation to the State of Florida from the State of Nevada.
Seamless is not asking you for a proxy and you are requested to not send a
proxy.
Only stockholders of record at the close of business on July 31, 2009 shall be
given a copy of the Information Statement.
By Order of the Board of Directors
/s/ Albert R. Reda
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Albert R. Reda, President
This information statement is being furnished to all holders of the common stock
of Seamless in connection with the Proposed Action by Written Consent to
authorize the board of directors to carry out the process to move the domicile
of the Corporation from the State of Nevada to the State of Florida.
ITEM 1.
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INFORMATION STATEMENT
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This information statement is being furnished to all holders of the common stock
of Seamless Corporation a Nevada Company ("Seamless"), in connection with
resolutions of the Board of Directors and the written consent of the holders of
in excess of 50% of the voting rights of the shareholders of Seamless. The board
of directors, as approved by the written consent of the holders of in excess of
59% of the voting rights of the shareholders of Seamless, provides public notice
of the approval and authorization to carry out the process of moving the
domicile of Seamless from Nevada to the State of Florida and assuming the name
of GDT TEK, Inc. The name change will reflect the Companies the marketing and
selling of Gadgets and Technology.
The Board of Directors, and persons owning a majority of the outstanding voting
securities of Seamless, have unanimously adopted, ratified and approved the
proposed actions by the Seamless board of directors. No other votes are required
or necessary. See the caption "Vote Required for Approval" below. The existing
Florida corporation will have total authorized preferred stock as currently
authorized by the Nevada corporation, with the same rights and designations as
currently exists and the total number of authorized common stock shall also
remain the same as currently authorized. Any actions adopted by the board of
directors will become effective upon final approval by the board and the filing
of required notices with the Nevada Secretary of State's office and the State of
Florida.
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The Form 10-Q for quarterly period ended March 31, 2009 and the form 10-K for
the year ended June 30, 2008, and any reports on Form 8-K filed by Seamless
during the past year with the Securities and Exchange Commission may be viewed
on the Securities and Exchange Commissions web site at www.sec.gov in the Edgar
Archives. Seamless is presently current in the filing of all reports required to
be filed by it. See the caption Additional Information, below.
GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO MOVE THE CORPORATIONS' STATE OF
REGISTRY FROM NEVADA TO FLORIDA.
Seamless' board had determined that it would be in the Company's best interest
in the near future to move the domicile and state of registry of the Company
from Nevada to Florida and has received the consent of holders of a majority of
the voting rights of the Company' securities to authorize the board to conduct
such a move, with the timing and process to be made at the Board's discretion.
The board believes that the move to Florida would provide for a better business
environment for the Company and the Company will benefit from the lower tax and
operational costs.
The primary purposes of the move are to accomplish the following:
a) Decrease the maintenance costs of the Company, including fess and
registration charges imposed by the State of Nevada, maintenance of a
registered agent, and
b) Has a greater employment base from which to expand operations from.
For the above reasons, the board believes that the move is in the best interest
of the Company and its shareholders. There can be no assurance, however, that
the move will have the desired benefits over the future as changes in Florida
fees and charges may alter any perceived savings or economies.
PROCESS TO REDOMICILE.
The Nevada corporation, Seamless Corporation, will enter into an agreement of
merger with GDT TEK, Inc., that will allow for all debts, assets, obligations,
shares and the current officers to continue after the merger is completed.
Filings to formalize those actions will be filed with the appropriate officials
in the States of Nevada and Florida. Upon the filing with the respective states
being accepted the actions described will then become final and effectively move
the domicile of the Company from Nevada to Florida.
Seamless is currently authorized to issue 20,000,000,000 shares of its common
stock of which 10,394,580,963 shares are currently issued and outstanding,
2,000,000 shares of Preferred A Stock, which converts into 10,000 shares of
common stock per share, 1,000,000 shares of Preferred B Stock, which have no
voting rights and converts into 1,000 shares of common stock, shares of
Preferred C Stock which converts into $1.00 worth of common stock and 4,000,000
shares of Preferred D Stock, which has no conversion rights and holds voting
rights equal to 10,000 shares of common stock. Currently, shareholders holding
votes equal to not less than 13,868,480,000 of the voting rights have consented
in writing to the proposal, this constitutes approval of not less than 59% of
the voting rights entitled to vote in any shareholder action. The stated voting
rights of the preferred shares outlined above will constitute a majority of all
votes on any matter presented to the shareholders.
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The effect of the move upon existing shareholders of the common stock are
expected to be minimal, the change in state law governing the Company and the
rights of shareholders are not expected to change in any significant fashion.
Shareholders rights are not materially impacted by the change as explained in
the Aug 10, 2009 ENCYCLOPEDIA OF EVERYDAY LAW | SHAREHOLDER RIGHTS:
"Laws governing CORPORATIONS and hence stockholders in the United
States are fairly standard from one state to the next. The
commissioners on uniform state laws drafted the Uniform Business
Corporations Act in 1928, though only three states adopted this act.
The American BAR ASSOCIATION in 1950 drafted the Model Business
Corporation Act, which subsequently has been modified numerous times.
The last major redrafting occurred in 1984. Thirty-one states have
adopted all or a significant portion of the Model Act. Other states
have modified their own state corporation statutes to contain sections
similar to the Model Act."
Both Nevada and Florida have adopted all or a significant portion of the Model
Business Corporation Act.
FLORIDA: adopted statute 607 which is based on the Model Business Corporation
Act.
Of which Section 607.0101 Short title.--This act shall be known and may be cited
as the "Florida Business Corporation Act."
The Florida Statutes 607.0630 through 607.07401 is specific to shareholders
rights.
NEVADA: NRS Chapter 78 (Nevada Revise Statute) which also has adopted
significant sections of the Model Business Corporation of which NRS 78.191
through NRS.78.444 is specific to shareholders rights.
Since both Nevada and Florida Statutes are based upon the Model Business
Corporation Act, there are only minor or no change in the shareholders rights
between the two states statutes, thereby the change of domicile will have little
or no impact on the Company's shareholders rights.
The Charter documents for the Florida corporation will mirror those of the
Nevada corporation and there are thus no changes of any material nature in the
charter documents.
For the above reasons, the board believes that the move is in the best interest
of the Company and its shareholders. There can be no assurance, however, that
the move will have the desired benefits over the future as changes in Florida
fees and charges may alter any perceived savings or economies.
If acted upon by the Company's board of directors, the consent by the majority
of the common stock voting rights reported herein would result in approval of
the move from Nevada to Florida. The rights and privileges of the holders of
shares of common stock will be substantially unaffected by the move. All issued
and outstanding options, warrants, and convertible securities would be
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appropriately adjusted for the move and all shares outstanding on the effective
date of the move would convert into shares of the new Florida corporation with
the same rights, options, voting powers and entitlements as previously held
through the Nevada corporation. All shares, options, warrants or convertible
securities that the Company has agreed to issue (or agrees to issue prior to the
effective date of the move) also will be appropriately adjusted to reflect the
new Florida Corporation.
After the move is authorized and completed administratively there will not be a
requirement that shareholders obtain new or replacement share certificates. Each
holder of record of shares of the Company's common stock that is outstanding on
the effective date of the move may contact the Company's transfer agent to
exchange the old Nevada certificates for new Florida certificates representing
the number of shares of common shares into which the existing shares have been
converted as a result of the move.
EXISTING CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE TRANSFER AGENT
BEFORE THE EFFECTIVE DATE OF THE FILING OF THE PROPOSED MOVE.
Until the shareholder forwards a completed letter of transmittal, together with
certificates representing such shareholder's shares of Nevada common stock to
the transfer agent and receives in return a new certificate representing shares
of Florida common stock, such shareholder's existing common stock shall be
deemed equal to the number of shares of Florida common shares to which such
shareholder is entitled as a result of the move.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material federal income tax
considerations relating to the proposed move. This discussion is based upon the
Internal Revenue Code, existing and proposed regulations thereunder, legislative
history, judicial decisions, and current administrative rulings and practices,
all as amended and in effect on the date hereof. Any of these authorities could
be repealed, overruled, or modified at any time. Any such change could be
retroactive and, accordingly, could cause the tax consequences to vary
substantially from the consequences described herein. No ruling from the
Internal Revenue Service (the "IRS") with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion.
This discussion may not address federal income tax consequences that may be
relevant to particular shareholders in light of their personal circumstances or
to shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences under
state, local or foreign laws.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCE OF THE MOVE FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE,
LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR
PROPOSED LEGISLATION.
The move is intended to be a tax-free recapitalization to the Company and its
shareholders. Shareholders will not recognize any gain or loss for federal
income tax purposes as a result of the move. The holding period for shares of
common stock after the move will include the holding period of shares of common
stock before the move, provided, that such shares of common stock are held as a
capital asset at the effective date of the amendment. The adjusted basis of the
shares of common stock after the move will be the same as the adjusted basis of
the shares of common stock before the move.
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QUESTIONS AND ANSWERS REGARDING THE PROPOSAL AUTHORIZING THE BOARD TO CONDUCT
THE PROPOSED MOVE.
Q. WHY HAS THE PROPOSAL BEEN MADE TO AUTHORIZE THE MOVE FROM NEVADA TO FLORIDA?
A. Our Board of Directors believes that the proposed move to domicile the
corporation in Florida would enable Seamless to be able to expand operations
because of the large work force available to the Company.
Q. WHY IS APPROVAL SOUGHT FOR THE PROPOSED MOVE FROM NEVADA TO FLORIDA?
A. The Board seeks approval of the move. It is the expectation of the Board that
such a move would provide for greater growth potential for the Company.
Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED
MOVE?
A. All members of the Board of Directors have approved the proposed move as is
in the best interest of Seamless and the best interest of the current
shareholders of Seamless.
Q. WILL THE PROPOSED MOVE RESULT IN ANY TAX LIABILITY TO ME?
A. The proposed move is intended to be tax free for federal income tax purposes.
Q. WHAT VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To approve the proposal, the affirmative vote of a majority of the voting
rights of the common stock and other shares holding voting rights is required.
Consents in favor of the proposal have already been received from shareholders
holding a majority of the voting securities of Seamless.
Q. WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. The Company will pay for the delivery of this information statement.
Q. WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Albert R. Reda, President of Seamless, 800 North Rainbow Blvd., Suite 208,
Las Vegas, Nevada 89107, telephone: (702) 448-1861.
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VOTE REQUIRED FOR APPROVAL
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Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendment discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration and must be approved by a majority of the
outstanding voting securities.
The Board of Directors of Seamless have adopted, ratified and approved the
proposal to authorize the move to Florida for the registration of the Company
and to submit the proposed change of domicile to the shareholders for their
approval. The securities that are entitled to vote consist of issued and
outstanding shares of Seamless' common and preferred voting stock outstanding on
July 31, 2009, the record date for determining shareholders who are entitled to
notice of and to vote on the proposed change of domicile and name for Seamless
Corporation.
DISSENTER'S RIGHTS OF APPRAISAL
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The Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's
rights in connection with the proposed restatement of the Articles of
Incorporation.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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The Board of Directors fixed the close of business on July 31, 2009 as the
record date for the determination of the common shareholders entitled to notice
of the action by written consent.
As of June 25, 2009, Seamless had issued and outstanding 10,394,580,963 shares
of common stock, 1,286,898 shares of Preferred D Stock, which have a 1 for
10,000 voting right or a total of 23,262,060,963, (59.6%) votes in any
shareholder action. Shareholders holding a controlling interest equaling not
less than fifty percent (50%) of voting rights of the securities of Seamless, as
of the record date have consented to the action required to carry the proposed
change of domicile and name for Seamless Corporation.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
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STOCKHOLDERS
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The following table sets forth certain information concerning the ownership of
the Company's common stock as of June 25, 2009, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
Company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. The notes accompanying the information in
the table below are necessary for a complete understanding of the figures
provided below. As of June 25, 2009, there were 10,393,580,963 shares of common
stock issued and outstanding.
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AMOUNT &
NATURE
TITLE OF NAME AND ADDRESS OF OF BENEFICIAL
CLASS BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
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Common Adobe Oil Development Corp. 1,000,000,000 9.6%
P.O. Box 485
Laguna Bch, Ca. 92652
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Preferred D Alpha Blue, Inc. 320,000 24%
202 Park St.
Griffin, GA 30223
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Preferred D MAKR, Inc 80,000 6.2%
2050 Russett Way
Carson City, NV 89703
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Preferred D Omega Inc. 28,550 2.2%
455 Douglas Ave. Suite 215518
Altamonte Springs, FLA 32724
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Preferred D AR Corp 858,298 67%
1001 16th Street
Denver, Colorado 89265
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Total common 1,000,000,000
Total common 12,868,480,000
equivalent
Total vote 13,868,480,000 59.6%
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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 move 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
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Additional information concerning Seamless Corporation including its Form 10-K
annual report for the year ended June 30, 2008 and quarterly reports on Form
10-Q for the past quarters ended September 30, 2008, December 31, 2008 and March
31, 2009, any reports on Form 8-K or other forms which have been filed with the
Securities and Exchange Commission are incorporated herein by reference. All of
these forms may be accessed through the EDGAR archives, at www.sec.gov.
Dated: August 12, 2009
By Order of the Board of Directors
/s/ Albert R. Reda
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Albert R. Reda, President and Director
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Exhibit "A"
UNANIMOUS WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION OF THE BOARD OF DIRECTORS
OF
SEAMLESS CORPORATON
(A Nevada corporation)
RESOLUTION APPROVING THE NAME CHANGE AND MOVE TO FLORIDA
NOW THEREFORE BE IT RESOLVED THAT:
That the Officers of the Company are authorized to seek shareholder approval of
to change the domicile from Nevada to Florida and that the name of the
Corporation from Seamless Corporation to GDT TEK Inc., and that
The officers and Directors of the Corporation be, and hereby are, authorized and
directed to take all action necessary to carry out the purposes of the foregoing
resolution and that
This resolution may be signed in as many counterparts as may be necessary, each
of which so signed shall be deemed to be an original (and each signed copy sent
by electronic facsimile transmission shall be deemed to be an original) and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of the execution shall be deemed to bear the date as
set forth above.
This consent is executed pursuant to, and in accordance with the State of
Nevada, and is to be filed with the minutes of the Corporation. The undersigned,
being all of the Directors of the Corporation, hereby consent to and adopt the
foregoing.
Dated: June 10, 2009
/s/ Albert Reda
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Albert Reda, Director
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