DEF 14C 1 furia14c.htm DEFINITIVE 14C

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

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 Preliminary Information Statement

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 Confidential, For Use of the Commission Only

(as permitted by Rule 14c-5(d)(2))

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 Definitive Information Statement

THE FURIA ORGANIZATION, INC.
(Name of Registrant as Specified In Its Charter)

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Fee paid previously with preliminary materials. 

   

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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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THE FURIA ORGANIZATION, INC.
2233 Ridge Road, Suite 102
Rockwell, Texas 75087
(972) 722-9999

INFORMATION STATEMENT

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE ALREADY BEEN APPROVED BY OUR STOCKHOLDERS. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.

 

This Information Statement is being furnished to the stockholders of record of The Furia Organziation, Inc. ("Furia,"  "we" or the "Company") as of March 31, 2006 (the "Record Date") to advise them that the Board of Directors and stockholders of the Company have approved an amendment (the "Amendment") to our Certificate of Incorporation. The Amendment, when filed with the Delaware Secretary of State, will change the name of this corporation to "The Fronthaul Group, Inc." Stockholder approval was by written consent of stockholders owning 75,154,780 shares, representing 78.1% of the outstanding votes as of the Record Date. This Information Statement is being mailed on March 31, 2006.

 

A copy of the Certificate of Amendment containing the Amendment is attached to this Information Statement as Appendix A.

 

Pursuant to regulations promulgated under the Securities Exchange Act of 1934, as amended, the Amendment may not be effected until at least 20 calendar days after this Information Statement is sent or given to our stockholders. We anticipate that the Amendment will be filed promptly following the 20th day after this Information Statement is first sent to our stockholders. We will pay all costs associated with the preparation and distribution of this Information Statement, including all mailing and printing expenses.

 

Vote Required

 

The Amendment required the approval of stockholders holding a majority of the outstanding votes. As of the Record Date, we had only one class of voting securities outstanding, consisting of Common Stock. Holders of 75,154,780 shares have executed the written consent in favor of the Amendment.

 

Meeting Not Required

 

Under Delaware General Corporation Law (the "Delaware Law"), an amendment to our Certificate of Incorporation must be proposed by resolution of the Board of Directors and be approved of by stockholders holding shares entitling them to exercise at least a majority of the voting power of the company. Delaware Law provides that, unless otherwise provided in a corporation's Certificate of Incorporation or Bylaws, actions required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding not less than at least a majority of the voting power of the company. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors decided to obtain, and did in fact obtain, the written consent of four stockholders holding the requisite number of votes that would be necessary to authorize or take such action. Our Bylaws also permits action to be taken by the written consent of the stockholders holding not less than at least a majority of the voting power of the company.

 

1
 

Dissenters Rights of Appraisal

There are no dissenter's rights of appraisal applicable to this action to adopt the Amendment.

 

Security Ownership of Certain Beneficial Owner and Management

 

The following table sets forth the number of shares of common stock beneficially owned as by (i) those persons or groups known to beneficially own more than 5% of Furia's common stock prior to the closing of the Exchange, (ii) those persons or groups who beneficially own more than 5% of Furia's common stock as of the closing of the Exchange, (iii) each current director and each person that became a director upon the closing of the Exchange, (iv) all current directors and executive officers as a group and (v) all directors and executive officers after the closing of the Exchange 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.

 

Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership

 

Percent of Class (1)

     

Michael D. Alexander, Chief Executive Officer (1)

   

2233 Ridge Road, Suite 102

   

Rockwell, Texas 75087

75,154,780

78.1%

     

Randy Moseley, Chief Financial Officer (2)

   

2233 Ridge Road, Suite 102

   

Rockwell, Texas 75087Beijing, China 101101

       300,000

.04%

     

All Officers and directors as a group (two persons)

75,454,780

78.1%

     

Includes 50,000,000 shares of common stock that Mr. Alexander has the right to acquire underthe terms of the purchase agreement between Furia and Fronthaul, Inc.

       (2) These shares vest in annual increments of 100,000 beginning December 12, 2006.

 

 

2
 

AMENDMENT OF THE CERTIFICATE OF INCORPORATION

The Amendment will change our name to "The Fronthaul Group, Inc."

To become effective, the Amendment must be filed with the Delaware Secretary of State. We intend to file the Amendment as soon as reasonably practicable following the 20th day following the mailing of this Information Statement to our stockholders. The following summarizes the Amendment.

Name Change

We believe that the name change in our Articles of Incorporation is in the best interest of our corporation. We want to present a new image for the Company with a new name because we believe that the current name presents a limiting impression by showing a holding company versus our new business plan of The Fronthaul Group, Inc..

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The Amendment will change our name to "The Fronthaul Group, Inc." The voting and other rights that accompany our securities will not be affected by the change in our name. Our ticker (trading) symbol, which is currently "FURA" and the CUSIP number of our stock will both change as a result of the name change. After the name change, stockholders will be required to exchange their certificates to reflect the change in corporate name. However, until surrendered, the existing certificate will continue to represent shares of our Common Stock as if the corporate name had not changed. Our transfer agent will issue stock certificates with the new company name as old certificates are surrendered by existing stockholders. The transfer agent for the common stock is Integrity Stock Transfer, located at 2920 N. Green Valley Parkway, Building 5, Suite 527, Henderson, Nevada 89014, telephone (702) 317-7757.

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file reports and other information, including current reports on Form 8-K and annual and quarterly reports on Form 10-KSB and Form 10-QSB, with the Securities and Exchange Commission. Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Securities and Exchange Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. The Securities and Exchange Commission 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 Securities and Exchange Commission through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.

 

 

By Order of the Board of Directors

 

 

 

/s/ MICHAEL D. ALEXANDER

Michael D. Alexander, Chairman

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APPENDIX A

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION OF

THE FURIA ORGANIZATION, INC.

(Under Section 242 of the General Corporation Law of the State of Delaware)

The Furia Organization, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

A.  The name of the corporation is The Furia Organization, Inc. The original Certificate of Incorporation of the corporation was filed with the Delaware Secretary of State on July 26, 1984.

B.  This Certificate of Amendment was duly adopted by the corporation's directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the Delaware General Corporation Law.

C.   The Certificate of Incorporation, as heretofore amended, is hereby further amended by changing ARTICLE I so that, as amended, it shall be and read as follows:

"The name of the Corporation is "THE FRONTHAUL GROUP, INC."

D.     That thereafter, pursuant to resolution of its Board of Directors, signed consents of a majority of stockholders were received in accordance with Section 228 of the General Corporation Law of the State of Delaware representing the necessary number of shares as required by statute were voted in favor of the amendment.

E.     That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

F.     The effective date of this Certificate of Amendment shall be the close of business on the day it is filed with the Secretary of State.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by Michael D. Alexander its Chief Executive Officer, this 16th day of March, 2006.

 

The Furia Organization, Inc.

 

 

 

 

 

 

 

 

Name: Michael D. Alexander

 

 

Title: Chief Executive Officer

 

 

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