PRE 14C 1 g6397.txt PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES EXCHANGE ACT OF 1934 [X] Filed by the Registrant [ ] Filed by a Party other than the Registrant Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement Only [ ] Confidential, for Use of the Commission (as permitted by Rule 14c) ONLINE TELE-SOLUTIONS INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Name of Person(s) Filing Information Statement, if other than Registrant: -------------------------------------------------------------------------------- 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 of 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: ------------------------------------------------------ ONLINE TELE-SOLUTIONS INC. [INSERT LOGO] BLOCK 225, 02-213, TAMPINES ST. 23 SINGAPORE 521225 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This Information Statement is first being furnished on or about November ___, 2012 to the holders of record as of the close of business on November ___, 2012 of the common stock of Online Tele-Solutions Inc., a Nevada corporation ("Online Tele-Solutions"). The Board of Directors of Online Tele-Solutions and 2 stockholders holding an aggregate of 45,600,000 shares of common stock issued and outstanding as of November 6, 2012, have approved and consented in writing to effect and amendment to the Company's Articles of Incorporation to change the name of Online Tele-Solutions to "Tungsten Corp." Such approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding common stock and are sufficient under the Nevada Revised Statutes ("NRS") and Online Tele-Solutions's Articles of Incorporation and Bylaws to approve the actions. Accordingly, the actions will not be submitted to the other stockholders of Online Tele-Solutions for a vote, and this Information Statement is being furnished to stockholders to provide them with certain information concerning the action in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations promulgated thereunder, including Regulation 14C. ACTIONS BY BOARD OF DIRECTORS AND CONSENTING STOCKHOLDER GENERAL Online Tele-Solutions will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. Online Tele-Solutions will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of Online Tele-Solutions's common stock. Online Tele-Solutions will only deliver one Information Statement to multiple security holders sharing an address unless Online Tele-Solutions has received contrary instructions from one or more of the security holders. Upon written or oral request, Online Tele-Solutions will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests to the following address: Online Tele-Solutions Inc., Block 225, 02-213, Tampines St. 23, Singapore 521225, Attn: Mario Jakiri Tolentino, President. Mr. Tolentino may also be reached by telephone at (702) 553-3026. INFORMATION ON CONSENTING STOCKHOLDERS Pursuant to Online Tele-Solutions's Bylaws and the Nevada Revised Statutes ("NRS"), a vote by the holders of at least a majority of Online Tele-Solutions's outstanding capital stock is required to effect the action described herein. Online Tele-Solutions's Articles of Incorporation, as amended, does not authorize cumulative voting. As of the record date, Online Tele-Solutions had 66,000,000 shares of common stock issued and outstanding. The voting power representing not less than 33,000,001 shares of common stock is required to pass any stockholder resolutions. The consenting stockholders are the record and beneficial owner of 45,600,000 shares of common stock, which represents approximately 69.0% of the issued and outstanding shares of Online Tele-Solutions's common stock. Pursuant to Chapter 78.320 of the NRS, the consenting stockholders voted, with the Board of Directors, in favor of the actions described herein in a joint written consent, dated November 6, 2012. No consideration was paid for the consent. The consenting stockholders' names, affiliation with Online Tele-Solutions, and their beneficial holdings are as follows:
Beneficial Holder Name and Affiliation Shares Beneficially Held Percentage ---- --------------- ------------------------ ---------- Mario Jakiri Tolentino President, Treasurer, 22,500,000 shares of common stock 34.0% Secretary, Director, and (common stock) Greater than 10% holder of common stock Owen A. Orendain Director, and Greater than 23,100,000 shares of common stock 35.0% 10% holder of common stock (common stock) (common stock)
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON None. PROPOSALS BY SECURITY HOLDERS None. DISSENTERS RIGHTS OF APPRAISAL None. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of November 6, 2012, certain information regarding the ownership of Online Tele-Solutions's capital stock by each director and executive officer of Online Tele-Solutions, each person who is known to Online Tele-Solutions to be a beneficial owner of more than 5% of any class of Online Tele-Solutions's voting stock, and by all officers and directors of Online Tele-Solutions as a group. Unless otherwise indicated below, to Online Tele-Solutions's knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC") and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of November 6, 2012 are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 66,000,000 shares of common stock issued and outstanding on a fully diluted basis, as of November 6, 2012. 2 Name and Address Amount and Nature of Percent of of Beneficial Owner (1) Beneficial Ownership Class (2) ----------------------- -------------------- --------- Mario Jakiri Tolentino (3) 22,500,000 (common stock) 34.0% President, Secretary, Treasurer, Director and greater than 10% holder of common stock Owen A. Orendain (4) 23,100,000 (common stock) 35.0% Director and greater than 10% holder of common stock All officer and directors as a group (2 persons) 45,600,000 (common stock) 69.0% ---------- (1) Unless otherwise noted, the address of each person listed is c/o Online Tele-Solutions Inc., Block 225, 02-213, Tampines St. 23, Singapore 521225. (2) This table is based on 66,000,000 shares of common stock issued and outstanding on November 6, 2012. (3) Appointed President, Secretary, Treasurer and Director on June 5, 2008. (4) Appointed Director on March 1, 2009. EXECUTIVE COMPENSATION The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the "Named Executive Officers") in the fiscal years ended January 31, 2012, 2012 and 2010: SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified Name and Incentive Deferred Principal Stock Option Plan Compensation All Other Position Year Salary($) Bonus($) Awards($)* Awards($)* Compensation($) Earnings($) Compensation($) Total($) -------- ---- --------- -------- --------- --------- --------------- ----------- --------------- -------- Mario Jakiri 2012 -0- -0- -0- -0- -0- -0- -0- -0- Tolentino; 2011 -0- -0- -0- -0- -0- -0- -0- -0- President, 2010 -0- -0- -0- -0- -0- -0- -0- -0- Secretary, Treasurer and Director (1)
---------- (1) Appointed President, Secretary, Treasurer and Director on June 5, 2008. EMPLOYMENT AGREEMENTS The Company has no employment agreements or other agreements with any officer. OTHER COMPENSATION There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of December 31, 2007 provided for or contributed to by our company. 3 DIRECTOR COMPENSATION The following table sets forth director compensation as of the fiscal year ended January 31, 2012:
Fees Non-Equity Nonqualified Earned or Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($) ---- ------- --------- --------- --------------- ----------- --------------- -------- Mario Jakiri -0- -0- -0- -0- -0- -0- -0- Tolentino (1) Owen A. -0- -0- -0- -0- -0- -0- -0- Orendain (2)
---------- (1) Appointed President, Secretary, Treasurer and Director on June 5, 2008. (2) Appointed Director on March 1, 2009. Directors of our company who are also employees do not receive cash compensation for their services as directors or members of the committees of the Board of Directors. All directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors or management committees. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers and our directors as of the fiscal year ended January 31, 2012:
Option Awards Stock Awards --------------------------------------------------------------- ------------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested(#) ---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- --------- Mario -0- -0- -0- -0- N/A -0- -0- -0- -0- Jakiri Tolentino(1) Owen A. -0- -0- -0- -0- N/A -0- -0- -0- -0- Orendain(2)
---------- (1) Appointed President, Secretary, Treasurer and Director on June 5, 2008. (2) Appointed Director on March 1, 2009. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS Online Tele-Solutions has no equity compensation plans. 4 CHANGE IN CONTROL To the knowledge of management, there are no present arrangements or pledges of securities of Online Tele-Solutions which may result in a change in control of Online Tele-Solutions. NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER The following action was taken based upon the unanimous recommendation of the Board of Directors and the written consent of the consenting stockholders: AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY On November 6, 2012 the Board of Directors the consenting stockholders adopted and approved a resolution to effect an amendment to our Articles of Incorporation to change our name from "Online Tele-Solutions Inc." to Tungsten Corp." EFFECTIVE DATE Under Rule 14c-2, promulgated pursuant to the Exchange Act, the name change shall be effective twenty (20) days after this Information Statement is mailed to stockholders of Online Tele-Solutions. We anticipate the effective date to be on or about December 16, 2012. ADDITIONAL INFORMATION We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates. The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge. STATEMENT OF ADDITIONAL INFORMATION Online Tele-Solutions's Annual Report on Form 10-K for the year ended January 31, 2012 and filed with the SEC May 15, 2012; Amendment No. 1 to Annual Report on Form 10-K for the year ended January 31, 2012 and filed with the SEC May 16, 2012; Quarterly Report on Form 10-Q for the quarter ended April 30, 2012 and filed with the SEC June 7, 2012; and Quarterly Report on Form 10-Q for the quarter ended July 31, 2011 and filed with the SEC September 18, 2012; are herein by this reference. Online Tele-Solutions will provide without charge to each person, including any beneficial owner of such person, to whom a copy of this Information Statement has been delivered, on written or oral request, a copy of any and all of the documents referred to above that have been or may be incorporated by reference herein other than exhibits to such documents (unless such exhibits are specifically incorporated by reference herein). All documents filed by Online Tele-Solutions pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Information Statement shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Statement. 5 COMPANY CONTACT INFORMATION All inquiries regarding Online Tele-Solutions should be addressed to Mario Jakiri Tolentino, President, at Online Tele-Solutions's principal executive offices, at: Online Tele-Solutions Inc., Block 225, 02-213, Tampines St. 23, Singapore 521225, Attn: Mario Jakiri Tolentino, President. Mr. Toelntino may also be reached by telephone at (702) 553-3026. 6