SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
|_| Preliminary information statement |_| Confidential, for use of the
Commission only (as permitted
|X| Definitive information statement by Rule 14c-5(d)(2))
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
-------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-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 (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:
--------------------------------------------------------------------------
|_| 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 Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
27430 Riverside Lane
Valencia, California 91354
(661) 287-3772
INFORMATION STATEMENT
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement (the "Information Statement") is furnished to the
shareholders of Micro Bio-Medical Waste Systems, Inc., a Nevada corporation (the
"Company"), with respect to certain corporate actions of the Company. This
Information statement is first being provided to shareholders on or about
September 12, 2006.
The corporate action involves the following proposal (the "Proposal"):
1. To approve an amendment to the Company's Articles of Incorporation
to change the name of the Company to "Crown Equity Holdings Inc."
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON SEPTEMBER
12, 2006 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF THE PROPOSAL. PRINCIPAL
SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL COLLECTIVELY HOLD IN EXCESS OF 50%
OF THE COMPANY'S 5,324,465 ISSUED AND OUTSTANDING SHARES ENTITLED TO VOTE ON THE
PROPOSAL HAVE INDICATED THAT THEY WILL VOTE IN FAVOR OF THE PROPOSAL. AS A
RESULT, THE PROPOSAL SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY
OTHER SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE TAKEN NOT LESS
THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION STATEMENT, BUT AS
SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Eirik Hjelle
Eirik Hjelle
Chief Executive Officer
Valencia, California
September 12, 2006
i
TABLE OF CONTENTS
PAGE NO.
--------
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY................................................................... i
ABOUT THE INFORMATION STATEMENT.............................................. 1
What is the purpose of the information statement?......................... 1
Who is entitled to notice?................................................ 1
What corporate matters will the principal shareholders vote for
and how will they vote?................................................... 1
What vote is required to approve the proposal?............................ 1
STOCK OWNERSHIP.............................................................. 2
Beneficial Owners......................................................... 2
PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION...................... 3
Purpose of Changing the Company's Name.................................... 3
Amendment of Articles of Incorporation.................................... 3
Description Of Securities................................................. 3
Transfer Agent............................................................ 4
Additional Information.................................................... 4
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON..... 4
PROPOSALS BY SECURITY HOLDERS................................................ 5
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS................. 5
ii
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
27430 Riverside Lane
Valencia, California 91354
(661) 287-3772
---------------------
INFORMATION STATEMENT
SEPTEMBER 12, 2006
-------------------------
This information statement contains information related to certain
corporate actions of Micro Bio-Medical Waste Systems, Inc., a Nevada corporation
(the "Company"), and is expected to be mailed to shareholders on or about
September 12, 2006.
ABOUT THE INFORMATION STATEMENT
What is the purpose of the information statement?
This information statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934 to notify the Company's shareholders as of the
close of business on the Record Date of corporate action expected to be taken
pursuant to the consents or authorizations of principal shareholders.
Shareholders holding a majority of the Company's outstanding common stock are
expected to act upon certain corporate matters outlined in this information
statement, which action is expected to take place October 3, 2006, consisting of
the approval of an amendment to the Company's Articles of Incorporation to
change the name of the Company to "Crown Equity Holdings Inc."
Who is entitled to notice?
Each holder of an outstanding share of common stock of record on the close
of business on the Record Date, September 12, 2006, will be entitled to notice
of each matter to be voted upon pursuant to consents or authorizations.
Shareholders as of the close of business on the record date that hold in excess
of fifty percent (50%) of the Company's 5,324,465 issued and outstanding shares
of common stock have indicated that they will vote in favor of the Proposal.
Under Nevada Corporate Law, all of the activities requiring shareholder approval
may be taken by obtaining the written consent and approval of more than 50% of
the holders of voting stock in lieu of a meeting of the shareholders. No action
by the minority shareholders in connection with the Proposal is required.
What corporate matters will the principal shareholders vote for and how will
they vote?
Shareholders holding a majority of the outstanding stock have indicated
that they will vote for the following matter:
FOR the approval of an amendment to the Company's Articles of
Incorporation to change the name of the Company to "Crown Equity Holdings
Inc."
What vote is required to approve the proposal?
For the approval of an amendment to the Company's Articles of
Incorporation to change the name of the Corporation, the affirmative vote of a
majority of the shares of common stock outstanding on the record date, or
2,662,233 will be required for approval. Shareholders holding in excess of
2,662,233 shares have indicated that they will vote for the approval of the
amendment.
1
STOCK OWNERSHIP
Beneficial Owners
As of August 31, 2006, other than the persons identified below, no person
owned beneficially more than five percent (5%) of the Company's common stock.
Unless otherwise indicated, beneficial ownership is direct and the persons
indicated have sole voting and investment power. As of August 31, 2006, the
Company had 5,324,465 shares of common stock outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Amount and
Nature of
Name and Address Beneficial Percentage
Title of Class of Beneficial Owner Ownership of Class(1)
-------------- ------------------- ---------- -----------
Crown Partners, Inc. 3,407,941 64.00%
27430 Riverside Lane
Valencia CA 91354
TOTAL: 3,407,941 64.00%
SECURITY OWNERSHIP OF MANAGEMENT
Amount and
Nature of
Name and Address Beneficial Percentage
Title of Class of Beneficial Owner Ownership of Class(1)
-------------- ------------------- ---------- -----------
Charles Smith (2) 10,334 0.19%
27430 Riverside Lane
Valencia CA 91354
Steven Onoue (2) 16,668 0.31%
27430 Riverside Lane
Valencia CA 91354
Dr. Sadegh Salmassi (2) 10,000 0.19%
27430 Riverside Lane
Valencia CA 91354
All directors and executive
officers as a group (3 persons) 37,002 0.69%
(1) Applicable percentage of ownership is based on 5,324,465 shares of common
stock outstanding as of August 31, 2006 for each stockholder. Beneficial
ownership is determined in accordance with the rules of the SEC and
generally includes voting of investment power with respect to securities.
Shares of common stock subject to securities exercisable or convertible
into shares of common stock that are currently exercisable or exercisable
within 60 days of August 31, 2006 are deemed to be beneficially owned by
the person holding such options for the purpose of computing the
percentage of ownership of such persons, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.
(2) Messrs. Smith, Onoue and Salmassi are also officers and directors of Crown
Partners, Inc., which is the majority shareholder of the Company. Messrs.
Smith, Onoue and Salmassi disclaim any beneficial or direct ownership
interest in the shares owned by Crown Partners, Inc.
2
PROPOSAL - AMENDMENT TO THE ARTICLES OF INCORPORATION
The Company's directors propose an amendment to the Company's Articles of
Incorporation to change the name of the Company to "Crown Equity Holdings Inc."
Purpose of Changing the Company's Name
The Company originally changed its name to its current name in connection
with the proposed acquisition of a medical waste business. The Company was
unable to complete that transaction and its current name indicates that the
Company is engaged in the medical waste business, which is not accurate at the
present time.
General Corporate Purposes
In addition to the reasons set forth above, the Company's directors
believe that it is desirable to have a name that more accurately reflects the
nature of the Company's proposed future operations and reflects its status of a
subsidiary of Crown Partners, Inc., its majority shareholder. The Company's
directors believe that this will make the Company more attractive to entities
interested in being acquired by the Company as well as for possible future
financings, possible future acquisition transactions, and other general
corporate purposes.
Amendment of Articles of Incorporation
The amendment to the Company's Articles of Incorporation provides for the
change of the Company's name to "Crown Equity Holdings Inc."
The amendment to the Company's Articles of Incorporation shall be filed
with the Nevada Secretary of State so that Article One of the Articles of
Incorporation shall be changed as follows:
ARTICLE ONE [Name]. The name of the Corporation is Crown Equity Holdings
Inc.
Advantages and Disadvantages of Changing the Name of the Company
There are certain advantages and disadvantages of voting for a name change
for the Company. The advantages include:
o To have the name more accurately reflect the current business plan
of the Company.
o To be more attractive to and to attract potential business
acquisitions, if any.
o The disadvantages include:
o Confusion to current shareholders concerning the name of the Company
and the trading symbol under which the Company's common stock trades
since upon the effective date of the name change, the Company's
trading symbol will change. This could cause the market price of our
stock to decline in the short term until shareholders and potential
buyers learn our new trading symbol.
Description Of Securities
General
The Company's authorized capital consists of 500,000,000 shares of common
stock, par value $0.001 per share. On August 31, 2006, there were 5,324,465
outstanding shares of common stock. Set forth below is a description of certain
provisions relating to the Company's capital stock. For additional information,
please refer to the Company's Articles of Incorporation and By-Laws and the
Nevada General Corporate Laws.
3
Common Stock
Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of
involuntary liquidation, all stockholders are entitled to a pro rata
distribution after payment of liabilities and after provision has been made for
each class of stock, if any, having preference over the common stock. The
holders of the common stock have no preemptive rights with respect to future
offerings of shares of common stock. Holders of common stock are entitled to
dividends if, as and when declared by the Board of Directors out of the funds
legally available therefore at that time. It is the Company's present intention
to retain earnings, if any, for use in its business. The payment of dividends on
the common stock are, therefore, unlikely in the foreseeable future.
The Company has no authorized shares of preferred stock.
Dividends
The Company has not paid any dividends to date. There are no restrictions
on the common stock or otherwise that limit the ability of us to pay cash
dividends if declared by the Board of Directors. The holders of common stock are
entitled to receive dividends if and when declared by the Board of Directors,
out of funds legally available therefore and to share pro-rata in any
distribution to the shareholders. Generally, we are not able to pay dividends
if, after payment of the dividends, we would be unable to pay our liabilities as
they become due or if the value of our assets, after payment of the liabilities,
is less than the aggregate of our liabilities and stated capital of all classes.
We do not anticipate declaring or paying any cash dividends in the foreseeable
future.
Transfer Agent
The Company's transfer agent is Signature Stock Transfer, Inc. Their
address is 2301 Ohio Drive, Suite 100, Plano, Texas 75093; their telephone
number is (972) 612-4120.
Anti-Takeover Effects Of Provisions Of The Articles of Incorporation
Authorized but unissued shares of common stock and preferred stock would
be available for future issuance without our shareholders' approval. These
additional shares may be utilized for a variety of corporate purposes including,
but not limited to, future public or direct offerings to raise additional
capital, corporate acquisitions and employee incentive plans. The issuance of
such shares may also be used to deter a potential takeover of the Company that
may otherwise be beneficial to shareholders by diluting the shares held by a
potential suitor or issuing shares to a shareholder that will vote in accordance
with the Company's Board of Directors' desires at that time. A takeover may be
beneficial to shareholders because, among other reasons, a potential suitor may
offer shareholders a premium for their shares of stock compared to the
then-existing market price.
Additional Information
Certain financial and other information required pursuant to Item 13 of
the Proxy Rules is incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2005, and the Company's Quarterly
Report on Form 10-QSB for the six months ended June 30, 2006.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or director of the Company has any substantial interest in
the matters to be acted upon, other than his role as an officer or director of
the Company.
4
(b) No director of the Company has informed the Company that he intends to
oppose the proposed action to be taken by the Company set forth in this
information statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any proposals in
this information statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one information statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly
upon written or oral request a separate copy of the information statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
wishes to receive a separate copy of the information statement by sending a
written request to the Company at 27430 Riverside Lane, Valencia, California
91354 or by calling the Company at (661) 287-3772 and requesting a copy of the
Information Statement. A security holder may utilize the same address and
telephone number to request either separate copies or a single copy for a single
address for all future information statements and annual reports.
By Order of the Board of Directors
/s/ Eirik Hjelle
----------------
Eirik Hjelle
Chief Executive Officer
Valencia, California
September 12, 2006
5