DOLPHIN PRODUCTIONS, INC.
2068 HAUN AVENUE
SALT LAKE CITY, UT 84121
801-450-0716
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1
NOTICE OF CHANGE IN THE COMPOSITION
OF THE BOARD OF DIRECTORS
March 15, 2006
This Information Statement is being furnished to holders of record of
the common stock, par value $.001 per share, of Dolphin Productions, Inc.,
a Nevada corporation (the "Company"), in accordance with the requirements
of Section 14(f) of the Securities Exchange Act of 1934, as amended, and
Rule 14f-1 promulgated under the Exchange Act.
No vote or other action by the Company's stockholders is required in
response to this Information Statement. Proxies are not being solicited.
INTRODUCTION
The Company anticipates that, following the expiration of the ten-day
period beginning on the later of the date of the filing of this
Information Statement with the SEC pursuant to Rule 14f-1 or the date of
mailing of this Information Statement to the Company's stockholders, the
transactions contemplated by the proposed Agreement and Plan of
Reorganization discussed below under "Change of Control" will be
completed. At that time:
-- Pursuant to a proposed Agreement and Plan of Reorganization by and
among the Company, Innocom Technology Holdings Limited ("Innocom")
and the sole shareholder of Innocom, the Company will issue
32,165,000 restricted shares of common stock of the Company in
exchange for 100% of the issued and outstanding shares of common
stock of Innocom; and
-- Richard H. Casper, Scott S. Summerhays, Pamela Lindquist and Kristy
Chambers will resign as directors and officers of the Company and
William Yan Sui Hui will be appointed as the sole new director and
officer and shall constitute the entire board of directors
immediately following the consummation of the Agreement and Plan
of Reorganization.
Because of the change in the composition of the Company's board of
directors and the exchange of securities pursuant to the Agreement and
Plan of Reorganization, there will be a change in control of the Company
on the date the proposed transactions are completed.
As of March 15, 2006, the Company had issued and outstanding 770,000
shares of common stock, the Company's only class of voting securities that
would be entitled to vote for directors at a stockholders meeting if one
were to be held. Each share of common stock is entitled to one vote.
Please read this Information Statement carefully. It describes the
terms of the proposed Agreement and Plan of Reorganization and contains
certain biographical and other information concerning the Company's
executive officers and directors after completion of the transactions
under the proposed reorganization agreement.
CHANGE OF CONTROL
On March 15, 2006, the Company entered into an Agreement and Plan of
Reorganization with Innocom and the sole shareholder of Innocom. Under the
terms of the Agreement and Plan of Reorganization, all outstanding equity
securities of Innocom will be exchanged for 32,162,500 shares of the
Company's common stock, resulting in Innocom becoming a wholly owned
subsidiary of the Company. The Company currently has 770,000 shares of
common stock outstanding. The closing is scheduled to occur on March 30,
2006, but the closing is subject to the satisfaction of specified
contingencies.
At closing, the Company's current officers and directors will resign
and William Yan Sui Hui will be appointed as the Company's sole officer
and director. However, the resignations and the appointment of Mr. Hui
will not become effective until after the expiration of the ten-day time
period specified in Rule 14f-1 as promulgated under the Securities
Exchange Act of 1934.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of common stock
beneficially owned as of March 15, 2006 by (i) those persons or groups
known to beneficially own more than 5% of the Company's common stock prior
to the closing of the securities purchase agreement and plan of
reorganization, (ii) those persons or groups known to beneficially own
more than 5% of the Company's common stock on and after the closing of the
Agreement and Plan of Reorganization, (iii) each current director and each
person that will become a director upon the closing of the Agreement and
Plan of Reorganization, (iv) all current directors and executive officers
as a group and (v) all directors and executive officers on and after the
closing of the Agreement and Plan of Reorganization as a group. The
information is determined in accordance with Rule 13d-3 promulgated under
the Exchange Act. Except as indicated below, the stockholders listed
possess sole voting and investment power with respect to their shares.
Before Closing of After Closing of
Agreement and Plan Agreement and Plan of
of Reorganization Reorganization (2)
(1)
Amount and Amount and
Nature of Nature of
Beneficial Percent Beneficial Percent
Name and Address of Ownership of Class Ownership of Class
Beneficial Owner
Richard H. Casper (3)(4)(5) 489,000 63.506% 489,000 1.48%
2068 Haun Avenue
Salt Lake City, UT 84121
Scott S. Summerhays(4) 5,000 0.65% 5,000 0.015%
2068 Haun Avenue
Salt Lake City, UT 84121
Kristy Chambers(4)(5)
2068 Haun Avenue 6,000 0.78% 6,000 0.018%
Salt Lake City, UT 84121
Pamela Lindquist(4)(5) 20,000 2.597% 20,000 0.06%
2068 Haun Avenue
Salt Lake City, UT 84121
William Yan Sui Hui(6) -0- -0- 32,165,000 97.66%
Central Plaza, Suite 4703
18 Harbour Road
Wanchai, Hong Kong, China
520,000 67.60% 33,165,000 97.66%
All executive officers and
directors as a group (four
persons prior to and one
person following the
consummation of the
reorganization
(1) As of March 15, 2006, the Company had 770,000 shares of common stock
outstanding.
(2) Based on 32,935,000 shares of the Company's common stock projected to
be outstanding following the closing of the transactions contemplated
by Agreement and Plan of Reorganization.
(3) Of which 282,500 shares are held in the name of Casper Partners, LC.,
a Utah limited liability company controlled by Mr. Casper.
(4) Officer
(5) Director
(6) New officer and director after Reorganization
EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES
Effective upon the completion of the transaction under the Agreement
and Plan of Reorganization and following the expiration of the ten-day
period beginning on the later of the date of the filing of this
Information Statement with the SEC pursuant to Rule 14f-1 or the date of
mailing of this Information Statement to the Company's stockholders, the
Company's board of directors will be reconstituted and fixed at one
director. On that date, Richard H. Casper, Scott S. Summerhays, Pamela
Lindquist and Kristy Chambers will resign as directors of the Company and
William Yan Sui Hui will be appointed as sole director and shall
constitute the entire board of directors immediately following the closing
of the transactions contemplated by the Agreement and Plan of
Reorganization. The following tables set forth information regarding the
Company's current executive officers, directors and key employees and the
Company's proposed executive officers and directors after completing the
proposed transaction under the Agreement and Plan of Reorganization.
Each member of the Company's board of directors serves a term of one
year or from the date of election until the end of the designated term and
until the successor is elected and qualified.
Current Executive Officers, Directors and Key Employees
Name Age Position
Richard H. Casper 60 Chairman of the Board, President
Scott S. Summerhays 42 Director
Kristy Chambers 42 Director, Secretary
Pamela Lindquist 36 Director, Chief Financial Officer
Richard H. Casper. Attorney since 1982. Member of the Utah State
Bar. Masters degree in Business Administration (MBA) from University of
Utah (1975); practiced as CPA in California, Idaho and Utah between 1970
and 1982. Executive vice president of trucking company from 1974-1979.
For the last five years, Mr. Casper has been a self-employed attorney and
business consultant. He has been president and chairman of the board of
directors of the Company since its inception.
Scott S. Summerhays. B.S. Degree from University of Utah (1989).
Masters degree in Business Administration (MBA) from University of Utah
(1991). Honors Graduate, Deans Scholar. President and Chief Operating
Officer of Summerhays Music Centers, the largest dealer of music
instruments in Utah. For the last five years, Mr. Summerhays has been
employed by Summerhays Music Centers, Inc. He has been a director since
December of 2002.
Kristy Chambers. Bachelor of Arts degree from UCLA; masters degree
in taxation from Washington School of Law. Certified Public Accountant
(CPA) licensed in California and Utah. Currently Chief Financial Officer
of Planned Parenthood of Utah (PPU). During the last five years, she has
been comptroller and chief financial officer of PPU, of Planned Parenthood
of Utah, and of McCall Management. She has been an officer of the Company
from its inception in 1998.
Pamela Lindquist. Holds a bachelors degree from Brigham Young
University. For the last five years, she has been a self-employed
musician and private investigator. She has been an officer and director
of the Company since its inception in 1998, with the exception of a two-
month hiatus between November of 2002 and January of 2003.
Executive Officers and Directors After the Closing of the Agreement and
Plan of Reorganization
Name Age Position
William Yan Sui Hui 41 Sole Officer and Director
William Yan Sui Hui. Mr. Hui brings approximately 20 years
experience in industrial management. In 1986, Mr. Hui established Yat
Lund Industrial Limited, a company that manufactures cassette and video
tapes. Mr. Hui is currently a director of Yat Lung. In 2002, Yat Lung
became a wholly owned subsidiary of Swing Media Technology Group Limited,
an investment holding company that manufactures and trades cassette tapes,
video tapes, VCD's CDR's and DVDR's through its subsidiaries. From
January 2002 until May 2003, Mr. Hui served as Chairman and Chief
Executive Officer of Swing Media. Mr. Hui resigned as CEO of Swin Media
in May 2003 and retains his position as Chairman. Swing Media Technology
Group Limited, is a company listed on the Singapore Stock Exchange. In
2003, Mr. Hui established Chinarise Capital Limited, a company that
designs mobile phone handsets and components in Hong Kong. He is
currently the director of Chinarise.
Involvement in Certain Legal Proceedings
The executive officers and directors of the Company have not been
involved in any material legal proceedings which occurred within the last
five years of any type as described in Regulation S-B.
Board Meetings, Directors' Attendance and Security Holder Communications
The Board held four meetings during the fiscal year ended September
30, 2005. No incumbent director attended fewer than 75 percent of the
Board meetings held or fewer than 75 percent of the committee meetings
held by committees on which an incumbent director served during the fiscal
year ended September 30, 2005. The Company's policy is to encourage, but
not require, Board members to attend annual stockholder meetings. The
Company did not hold an annual meeting during its last fiscal year. The
Board of Directors has not adopted a process for security holders to send
communications to the Board of Directors.
Board Committees
We have a standing Audit Committee established in accordance with
section 3(a)(58)(A) of the Exchange Act. We do not have a Compensation
Committee nor do we have a Nominating Committee. Due to the small size of
the Company and its limited resources, the Company has not developed a
policy regarding the consideration of director candidates recommended by
security holders.
The Audit Committee
The Company's Audit Committee held four meetings during the fiscal
year ended September 30, 2005. The function of the Audit Committee is to
provide assistance to the Board in fulfilling their responsibility to the
stockholders, potential stockholders, and investment community relating to
corporate accounting, reporting practices of the Company and the quality
and integrity of the financial reports of the Company. In so doing, it is
the responsibility of the Audit Committee to maintain free and open means
of communication between the directors, the independent auditors and
Company management. The Company believes that the members of the Audit
Committee are not independent as defined by Rule 4200(a) of NASD's listing
standards. The members of the Audit Committee are Ms. Kristy Chambers,
Richard H. Casper and Pamela Lindquist. Ms. Chambers, a Certified Public
Accountant, serves as our financial expert on that committee.
Director Compensation
The directors currently are not compensated for serving as members of
the Company's board of directors.
Certain Relationships And Related Transactions
During the fiscal year ended September 30, 2005, the company paid
$975 to Kristy Chambers, a director, secretary and chair of the Audit and
Compensation Committee for the preparation of the Company's income tax
returns.
During the fiscal year ended September 30, 2005, the Company has
utilized for its general operations a portion of Summerhays Music Company,
without rent, at 5450 Green Street, Murray, Utah. Scott Summerhays, a
director and vice-president of the Company, is President of the Summerhays
Music Company.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially
own more than 10% of the Company's common stock to file reports of
ownership and changes in ownership with the SEC. These reporting persons
are also required to furnish the Company with copies of all Section 16(a)
forms they file. To the Company's knowledge, for the fiscal year ended
September 30, 2005, no person who is an officer, director or beneficial
owner of more than 10% of the Company's common stock or any other person
subject to Section 16 of the Exchange Act failed to file on a timely
basis, reports required by Section 16(a) of the Exchange Act.
EXECUTIVE COMPENSATION
There was no compensation paid to any executive officer of the
Company during the fiscal year ended September 30, 2005. During the
fiscal year ended September 30, 2004, the Company issued 25,000 shares of
stock as compensation to the following officers and/or consultants:
Scott Summerhays V.P., Director
5,000 shares
Kristy Chambers V.P., Director
5,000 shares
Richard H. Casper Pres., Director
7,500 shares
Jared R. Casper Former V.P.
500 shares
Benjamin R. Casper Consultant
2,000 shares
During the year ended September 30, 2004, the Company paid to its
President, Richard H. Casper, accrued compensation of $6,500, and paid to
Richard H. Casper, P.C., an accrued obligation of $15,000 for legal fees.
DOLPHIN PRODUCTIONS, INC.
Dated: March 15, 2006