form14f.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Schedule
14 F -1
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
Title Starts Online,
Inc.
(Exact
name of registrant as specified in its corporate charter)
Commission
File No.: 000-53704
Nevada
(State
or other jurisdiction of incorporation or organization
)
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26-1394771
(I.R.S.
Employer Identification No.)
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(Address
of principal executive offices )
513-297-3640
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Approximate
Date of Mailing: January 19, 2010
TITLE
STARTS ONLINE, INC.
4540
ALPINE ROAD
BLUE ASH,
OHIO 45242
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
THIS INFORMATION STATEMENT
IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH
ANY VOTE OF THE STOCKHOLDERS OF GOLDEN KEY
INTERNATIONAL, INC.
Schedule
14f-1
You
are urged to read this Information Statement carefully and in its entirety.
However, you are not required to take any action in connection with this
Information Statement. References throughout this Information
Statement to “Company,” “Title Starts”, Corporation”, “we,” “us.”, and “our” are
to Title Starts Online, Inc., a Nevada corporation, and Title Starts’ wholly
owned subsidiary, Advanced Mechanical Products, Inc., an Ohio corporation
(“AMP”).
INTRODUCTION
This
Information Statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act ”) and
Rule 14f-1 promulgated thereunder, in connection with proposed changes in a
majority of the membership of our board of directors (the “ Board ”) as a result
of the Share Exchange transaction as described below. The date of
this Information Statement is January 19, 2009.
This
Information Statement was filed with the Securities and Exchange Commission (the
“SEC”) on
January 19, 2010 and is being mailed to our stockholders of record as of January
19, 2010. The mailing date of this Information Statement will be on or about
January 19, 2010. On the tenth (10th) day
after this Information Statement has been distributed to the stockholders, the
director designees named herein will be appointed to the Board (the “Effective
Date”).
Pursuant
to the Share Exchange Agreement whereby we acquired 100% of the outstanding
securities of AMP in exchange for 1,063,636 shares of our common stock, all of
our directors resigned as members of our board, with such resignation to be
effective on the Effective Date. In connection therewith, our Board
appointed Steve Burns as a director and as Chief Executive Officer, Chief
Financial Officer, Treasurer and Secretary of the
Corporation. Additionally, our Board nominated Kelvin D. Moore and
Maggie M. Moran to become Board members as of the Effective Date. As
of the date hereof, Mr. Moore has not accepted such position. Upon
the closing of the Share Exchange, Mark DeFoor resigned as our president, chief
executive officer and treasurer.
No action
is required by our stockholders in connection with this Information
Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder, requires the mailing to our stockholders of the
information set forth in this Information Statement at least ten (10) days prior
to the date a change in a majority of our directors occurs (otherwise than at a
meeting of our stockholders).
THIS
INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE SECURITIES EXCHANGE
ACT AND RULE 14F-1 PROMULGATED THEREUNDER IN CONNECTION WITH THE APPOINTMENT OF
OUR DIRECTOR DESIGNEE TO THE BOARD. NO ACTION IS REQUIRED BY OUR STOCKHOLDERS IN
CONNECTION WITH THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.
SHARE
EXCHANGE TRANSACTION WITH TITLE STARTS
On December 28, 2009, we
entered into and closed a Share Exchange Agreement with the shareholders of
AMP each of which are accredited investors (“AMP Shareholders”)
pursuant to which we acquired 100% of the outstanding securities of AMP in
exchange for 1,063,636 shares of our common stock (the “AMP Acquisition”).
Considering that, following the merger, the AMP Shareholders control the
majority of our outstanding voting common stock and we effectively succeeded our
otherwise minimal operations to those that are theirs, AMP is considered the
accounting acquirer in this reverse-merger transaction. A reverse-merger
transaction is considered, and accounted for as, a capital transaction in
substance; it is equivalent to the issuance of AMP securities for our net
monetary assets, which are deminimis, accompanied by a recapitalization.
Accordingly, we have not recognized any goodwill or other intangible assets in
connection with this reverse merger transaction. AMP is the surviving and
continuing entities and the historical financials following the reverse merger
transaction will be those of AMP. We were a "shell company" (as such
term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended) immediately prior to our acquisition of AMP pursuant to the terms of
the share exchange agreement. As a result of such acquisition, our
operations our now focused on the real estate debt restructuring industry.
Consequently, we believe that acquisition has caused us to cease to be a shell
company as we no longer have nominal operations.
In
addition, on December 29, 2009, subsequent to the acquisition of AMP, the
Company entered into an Agreement and Release with Mark DeFoor, a significant
shareholder of Title Starts pursuant to which Mark DeFoor agreed to return
3,105,000 shares of common stock of Title Starts to Title Starts for
cancellation and has provided a full release of Title Starts in consideration of
the transfer of all securities of Title Starts of Kansas City, LLC, the
Company’s former wholly owned subsidiary, and all assets relating to the online
abstract business.
General Business Summary of
Title Starts
Advanced
Mechanical Products, Inc. (“AMP”) designs, sells and delivers modified
automobiles with an all electric drivetrain and battery system that allows the
vehicle to perform just like a vehicle with an internal combustion engine
(“ICE”), but with no emissions or burning of fossil fuels. Using its
drivetrain system, the Company converts an existing vehicle to an all electric
vehicle instead of one that burns gasoline. Historically, the Company has
converted a Saturn Sky, Saturn Aura or Saturn VUE provided from a buyer or a
distributor by removing the vehicle’s engine, gasoline tank and drive train and
replace them with an electric motor, batteries and traction control
components. The buyer provides either a new or a used vehicle to AMP
that will be modified with the slip-in AMP electronic powertrain. The vehicle is
then returned to the buyer for use. The product is warranted with a 3 year or
36,000 mile warranty.
Our core
goal is to establish and to build our brand as the brand that consumers
immediately think of when they hear the words “Electric Car”. We
intend to develop our brand using the good reputation of the vehicles we convert
to electric. These vehicles will all ready have established
themselves as high quality, stylish, safe, desirable and market leading vehicles
in their ICE configurations. We
intend to leverage the countless hours and dollars spent by the OEM to build and
market these proven vehicles. Specifically, we have established
relationships with automotive suppliers for sub-components that are designed for
existing hybrid vehicles. Our relationships allow us to purchase
drive motors, electric power steering, electric air conditioning and our power
electronics at a basic cost without having invested a massive amount of time and
capital to independently develop such components.
We will
also incorporate the latest battery, motor and software advances available at
the time. We intend to be maintain several relationships with various
suppliers and will not be locked into any one battery, motor, software or
electronics vendor. To the greatest extent possible, we will use
components that are being mass produced. We believe this will enable
us to offer vehicles at mass produced pricing. The first application
of our Powertrain is for the 2007, 2008, and 2009 General Motors Saturn
Sky.
VOTING
SECURITIES
Our
authorized capital stock consists of 425,000,000 shares of common stock, par
value $0.001 per share and 75,000,000 shares of preferred stock, par value
$0.001 per share. As of the date hereof, we have 1,269,274 shares of
common stock issued and outstanding held by approximately 33 stockholders of
record and 8,375 shares of Series A Preferred stock issued and
outstanding. Holders of Title Starts’ common stock are entitled to
one vote for each share on all matters submitted to a stockholder
vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common
stock voting for the election of directors can elect all of the
directors. Holders of the Title Starts’ common stock representing a
majority of the voting power of Title Starts’ capital stock issued, outstanding
and entitled to vote, represented in person or by proxy, are necessary to
constitute a quorum at any meeting of stockholders. A vote by the
holders of a majority of Title Starts’ outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger or
an amendment to Title Starts’ articles of incorporation. Our board of
directors will have the right to determine the rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, of each series of preferred
stock, without shareholder approval.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of December 29, 2009 with
respect to the beneficial ownership of the outstanding common stock by (i) any
holder of more than five (5%) percent; (ii) each of Title Starts’
executive officers and directors; and (iii) Title Starts’ directors and
executive officers as a group. Except as otherwise indicated, each of the
stockholders listed below has sole voting and investment power over the shares
beneficially owned.
Name
of Beneficial Owner (1)
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Common
Stock
Beneficially
Owned
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Percentage
of
Common
Stock (2)
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Stephen
S. Burns*
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324,398 |
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25.6 |
% |
Kelvin
D. Moore (3)
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0 |
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** |
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Maggie
M. Moran*
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0 |
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** |
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Mark
DeFoor*
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0 |
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** |
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John
J. Kuntz
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192,692 |
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15.2 |
% |
Mickey
W. Kowitz
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134,301 |
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10.6 |
% |
H.
Kimberly Lukens Advanced Mechanical Products, Inc. Subchapter S.
Trust***
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105,105 |
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8.3 |
% |
Gerald
Wolken
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105,105 |
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8.3 |
% |
Charles
E. Allen
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91,480 |
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7.2 |
% |
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All
officers and directors as a group (4 persons)
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324,398 |
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25.6 |
% |
*Executive
officer and/or director of the Company. The appointment of Ms. Moran
is subject to the filing and mailing of the Schedule 14f information
statement.
**
Less than 1%
*** H.
Kimberly Lukens is the trustee of the H. Kimberly Lukens Advanced Mechanical
Products, Inc. Subchapter S. Trust.
(1)
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Except
as otherwise indicated, the address of each beneficial owner is c/o
Advanced Mechanical Products, Inc., 11103 Deerfield Road, Cincinnati, Ohio
45242.
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(2)
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Applicable
percentage ownership is based on 1,269,274 shares of common stock
outstanding as of December 31, 2009, together with securities exercisable
or convertible into shares of common stock within 60 days of December 31,
2009 for each stockholder. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to
securities. Shares of common stock that are currently
exercisable or exercisable within 60 days of December 31, 2009 are deemed
to be beneficially owned by the person holding such securities for the
purpose of computing the percentage of ownership of such person, but are
not treated as outstanding for the purpose of computing the percentage
ownership of any other person.
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(3) |
The
Board of Directors has elected to appoint Mr. Moore to the Board of
Directors. As of the date hereof, such appointment has not been
accepted. |
CHANGE
OF CONTROL
On
December 28, 2009, we consummated the transactions contemplated by the Share
Exchange Agreement. Pursuant to that agreement, we acquired from the
shareholders of AMP, all of the issued and outstanding shares of AMP and, in
exchange, issued to them 1,063,636 shares of our Common Stock, which resulted in
a change in control. As a result of the Share Exchange, AMP became
our wholly-owned subsidiary.
CHANGES
TO THE BOARD OF DIRECTORS
Prior to
the Share Exchange, Mark DeFoor was our President, Chief Executive Officer,
Treasurer and Sole Director. Effective at the close of the Share
Exchange, Mr. DeFoor resigned from all of the offices he
held. Additionally, on December 28, 2009, Mr. DeFoor tendered his
resignation as sole director to be effective on the tenth day following the
filing of this Information Statement with the SEC and the mailing of this
Information Statement to our stockholders (the “Effective
Date”). In connection therewith, upon the closing of the Share
Exchange, our Board appointed Steve Burns as a director and as Chief Executive
Officer, Chief Financial Officer, Treasurer and Secretary. Additionally, our
Board nominated Kelvin D. Moore and Maggie M. Moran to become our Board members
as of the Effective Date. As of the date hereof, Mr. Moore has not
accepted such appointment.
None of
the directors our Board nominated are currently members of the Board, and prior
to the Share Exchange did not hold any position with us and had not been
involved in any transactions with us or any of our directors, executive
officers, affiliates or associates which are required to be disclosed pursuant
to the rules and regulations of the SEC. To the best of our knowledge, none of
the appointees have ever been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, nor has ever been a party to any
judicial or administrative proceeding during the past five years, except for
matters that were dismissed without sanction or settlement, that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
The Board of Directors is comprised of
only one class. All of the directors will serve until the next annual meeting of
shareholders and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. Officers are
elected annually by the Board of Directors (subject to the terms of any
employment agreement), at its annual meeting, to hold such office until an
officer’s successor has been duly appointed and qualified, unless an officer
sooner dies, resigns or is removed by the Board. There are no family
relationships among directors and executive officers. Also provided herein are
brief descriptions of the business experience of each director and executive
officer during the past five years and an indication of directorships held by
each director in other companies subject to the reporting requirements under the
Federal securities laws.
Officers
and Directors prior to the Share Exchange
Name
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Age
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Position(s)
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Mark
DeFoor (1)
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37
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President,
Chief Executive Officer, Treasurer and Sole
Director
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(1) Mr.
DeFoor has agreed to resign as a director effective on the tenth day after the
mailing of this Schedule to our stockholders
Mark DeFoor, President, Chief
Executive Officer, Treasurer and Sole Director prior to the Share
Exchange
Mr.
DeFoor earned a Bachelor’s of Business Administration (1993) and a Master’s of
Business Administration (1995) from the University of Missouri at Kansas
City. Mr. DeFoor’s previous experience includes the development of
the National Association of Insurance Commissions Central Repository of Producer
Agents as well as the operation, purchase and sale of several title insurance
companies.
Officer
and Directors and Director Nominees after the Share Exchange
Name
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Age
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Position
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Steve
Burns
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50
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Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and
Director
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Maggie
M. Moran
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35
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Director
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Stephen
S. Burns, Director and Chief Executive Officer, Chief Financial Officer,
Treasurer and Secretary
Mr. Burns
is a Co-Founder in AMP and has served as AMP’s CEO since
inception. Mr. Burns was appointed as CEO, CFO, Treasurer and
Secretary of the Company on December 28, 2009. Mr. Burns had founded
several companies, most recently iTookThisOnMyPhone.com, a mobile photo and
video-sharing technology company, MobileVoiceControl, Inc. a developer of
high-end speech recognition software for smartphones sold to Nuance
Communications (NASDAQ:NUAN), Inc. in 2006, AskMeNow [OTC:AKMN] a mobile search
and information delivery system sold to Ocean West Holdings in 2005,
PocketScript, the leading mobile electronic prescription system in the world
which was sold to ZixCorp [NASDAQ:ZIXI] in 2002, Over The Line/AdLink, sold to
Gannett Co. Inc. (NYSE:GCI) in 1994 and the design and development of Suspension
Parameter Measurement Machines.
Maggie
M. Moran, Director*
Ms. Moran
has been appointed to the Board of Directors of the Company subject to the
filing and mailing of a Schedule 14f information statement. Ms.
Moran, from 2006 through 2008, served as the served in the Office of the
Governor as Deputy Chief of Staff to Gov. Jon. S. Corzine and from 2005 to 2006
as the Senior Advisor – Director, Executive Search for the then Governor-Elect
Jon S. Corzine Transition Team. From 2002 to 2005, Ms. Moran served
as the Chief of Staff to the United States Senate, Office of US Senator Jon S.
Corzine. Ms. Moran received a BA – Political Science from Douglass
College, Rutgers University in 1996 and a Mini MBA Business Essentials
Certificate from Graduate School of Business, Rutgers University in
2003. Ms. Moran serves as an Adjunct Professor at the Eagleton
Institute of Politics at Rutgers University.
*Shall be
appointed as directors of the Company on the 10th day
following the mailing of this 14f information
statement.
The
Board of Directors also appointed Kelvin D. Moore as a director of the
Company. Mr. Moore has not accepted such appointment.
CORPORATE
GOVERNANCE
Committees
We intend
to appoint an audit committee. Accordingly, we will designate a
director as an "audit committee financial expert", as that term is defined in
the rules of the Securities and Exchange Commission.
The Board
of Directors does not have a standing nominating
committee. Nominations for election to the Board of Directors may be
made by the Board of Directors or by any shareholder entitled to vote for the
election of directors in accordance with our bylaws and Nevada law.
Meetings
may be held from time to time to consider matters for which approval of our
Board of Directors is desirable or is required by law.
Code of
Ethics
We have
not adopted a corporate code of ethics at this time, however we expect to within
60 days of the date hereof
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
For
the year ended December 31, 2009, Title Start did not pay their executive
officer any compensation. However, Title Start has entered into the
below employment agreements.
Outstanding Equity Awards at
Fiscal Year-End
The
Company’s Named Executive Officer did not hold unexercised options or any other
stock awards as of the end of our years ended December 31, 2008 and 2007,
respectively. As such, the table has been omitted.
.Director
Compensation
We
presently are considering paying compensation to our directors for acting in
such capacity, including the grant of shares of common stock or options and
reimbursement for reasonable out-of-pocket expenses in attending
meetings. The Company has agreed to pay Ms. Moran $40,000 per year
and issue Ms. Moran an option to acquire 23,214 shares of common stock for five
years from vesting at $5.60 per share. The options vest at 75,000
upon Ms. Moran executing her letter of appointment and 50,000 every six months
thereafter.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers, and persons who beneficially own more than 10% of a
registered class of our equity securities, to file reports of beneficial
ownership and changes in beneficial ownership of our securities with the SEC on
Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of
Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). Directors, executive officers and
beneficial owners of more than 10% of our common stock are required by SEC
regulations to furnish us with copies of all Section 16(a) forms that they
file. Except as otherwise set forth herein, based solely on review of
the copies of such forms furnished to us, or written representations that no
reports were required, we believe that for the fiscal year ended December 31,
2009, all of our executive officers, directors and greater-than-ten percent
stockholders complied with Section 16(a) filing requirements applicable to them
except that Mark DeFoor and Melissa Yarnell have not filed a Form 3 Initial
Statement of Beneficial Ownership.
CERTAIN
RELATIONSHIP AND RELATED TRANSACTIONS
On
December 29, 2009, subsequent to the acquisition of AMP, the Company entered
into an Agreement and Release with Mark DeFoor, a significant shareholder of the
Company, pursuant to which Mr. DeFoor agreed to return 3,105,000 shares of
common stock of the Company to the Company for cancellation and has provided a
full release of the Company in consideration of the transfer of all securities
of Title Starts of Kansas City, LLC, the Company’s former wholly owned
subsidiary, and all assets relating to the online abstract
business.
WHERE
YOU CAN FIND MORE INFORMATION
We file
reports with the SEC. These reports, including annual reports,
quarterly reports as well as other information we are required to file pursuant
to securities laws. You may read and copy materials we file with the
SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this information statement on Schedule 14F-1 to be signed on its behalf
by the undersigned hereunto duly authorized.
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Title
Starts Online, Inc.
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Dated:
January 19, 2010 |
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By:
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/s/
Steve Burns
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Name:
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Steve
Burns
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Title:
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Chief
Executive Officer and Director
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