o |
Preliminary
Information Statement
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o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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x |
Definitive
Information Statement
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x
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No
fee required
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o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11
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1.
Title of each class of securities to which transaction
applies:
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2.
Aggregate number of securities to which transaction
applies:
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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):
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4.
Proposed maximum aggregate value of transaction:
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5.
Total fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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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.
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1.
Amount previously paid:
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2.
Form, Schedule or Registration Statement No.:
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3.
Filing Party:
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4.
Date Filed:
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Sincerely,
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BY:
/S/ Mike Zoi
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Mike
Zoi
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Chief
Executive Officer
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*
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The
number of shares of common stock owned by each stockholder will remain
the
same;
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*
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The
number of shares of authorized common stock will increase to 500,000,000
shares;
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*
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The
par value of the common stock will remain unchanged.
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*
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The
number of authorized, but to date unissued, preferred stock remains
at
100,000,000 shares.
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Amount
Of
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Percent
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||||
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Beneficial
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Of
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Name
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Ownership
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Class
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|||
Splinex,
LLC
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201,072,334
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(1)
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93.83
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%
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|||
Mike
Zoi
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201,072,334
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(2)
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93.83
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%
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|||
Gerard
Herlihy
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300,000
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(3)
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*
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||||
Curtis
Wolfe
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0
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*
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|||||
Directors
and officers as a group (three persons)
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201,072,334
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93.85
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%
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Notes:
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(1)
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Includes
102,875,000 shares of the 113,500,000 issuable pursuant to that certain
Exchange Agreement dated December 18, 2007.
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(2)
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Splinex,
LLC is wholly-owned by TGR Capital, LLC which in turn is wholly-owned
by
Mr. Zoi.
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(3)
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Includes
options to purchase 300,000 shares that are exercisable within 60
days of
the Record Date at a price of $0.10 per
share.
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FIRST:
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At
a meeting of the Board of Directors of the Corporation held on February
8,
2008, the Board unanimously approved amendments to the Corporation’s
Certificate of Incorporation changing the name of the Corporation
to:
TOT
ENERGY, INC.
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SECOND:
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The
first paragraph of Article IV of the Corporation’s Certificate of
Incorporation, as amended, shall be deleted in its entirety and replaced
with the following:
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The
total number of shares of all classes of stock which the corporation
has
authority to issue is 500,000,000 shares, consisting of two classes:
400,000,000 shares of Common Stock, $0.001 par value per share,
and
100,000,000 shares of Preferred Stock, $0.001 par value per share.
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THIRD:
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Except
as hereby amended, the Articles of Incorporation of the Corporation
shall
remain the same.
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FOURTH:
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These
Articles of Amendment shall be effective as of the date and time
of
filing
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FIFTH:
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These
Articles of Amendment have been approved and adopted by the stockholders
of the Corporation holding a majority of the votes entitled to be
cast on
the amendments, by Written Consent of the Stockholders dated February
8,
2008 pursuant to Section 228 of the General Corporation Law of Delaware.
Therefore, the number of votes cast for the amendments to the
Corporation’s Certificate of Incorporation by the stockholders of the
Corporation were sufficient for
approval.
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SPLINEX
TECHNOLOGY, INC.
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BY:
/S/ MIKE ZOI
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Mike
Zoi
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Chief
Executive Officer
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