U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 14F1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
STANDARD COMMERCE, INC.
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(Name of Small Business Issuer in its Charter)
DELAWARE 853260107
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(State or other jurisdiction of (CUSIP NUMBER)
incorporation or organization)
100 WALL STREET, 15TH FLOOR, NEW YORK, NY 10005
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(Address of principal executive offices)
212-232-0120
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(Issuer Telephone Number)
STANDARD COMMERCE, INC.
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQURED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Introduction
This Information Statement (the "Information Statement") is being mailed
on or about August 13, 2007 to the holders of record at the close of business on
August 2, 2007 of the common stock, $.001 par value per share (the "Common
Stock"), of Standard Commerce, Inc., a Delaware corporation (the "Company",
"we," and "us"), in connection with the sale by majority shareholder, Century
Capital Partners, LLC (the "Seller"), of 3,000,000 shares of common stock in the
Company to Huaqin Zhou, Ying Wang and Huakang Zhou (the "Acquirers"). On August
1, 2007, the Seller entered into a Stock Purchase Agreement with the Acquirers,
pursuant to which the Seller sold an aggregate of 3,000,000 restricted shares of
our common stock which it held (the "Restricted Shares"), representing
approximately 60.6% of our outstanding common stock to the Acquirers (the "Stock
Purchase"). The purchase price paid to the Seller for the Restricted Shares was
$550,000 of which $50,000 had previously been received from the Acquirers in
connection with the parties' entry into a Letter of Intent.
At the closing of the Stock Purchase, Michael Anthony, our current officer
and director, tendered his resignation as an officer and director of the Company
effective on the latter of a) tenth day following the mailing of this
information statement or 2) ten days from the date of this resignation or 3) one
day subsequent to the filing of the form 10QSB for the period ending June 30,
2007. Mr. Anthony shall not be requested to approve any transactions, outside
the ordinary course of business, on behalf of the Company prior to the effective
date of his resignation. Upon Mr. Anthony's resignation, Mr. Mingli Yao, Ms.
Yuan Yao and Mr. David H. Smith will be appointed directors and officers of the
Company. No action is required by the shareholders of the Company in connection
with the election of such person. Nevertheless, you are urged to read this
Information Statement carefully.
The Board of Directors of the Company has approved the Stock Purchase. No
action is required by the shareholders of the Company in connection with the
Stock Purchase.
This Information Statement is being distributed pursuant to the
requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 14f-1 thereunder.
Information Relating to the Company's Common Stock
The shares of Common Stock are the only class of voting securities of the
Company outstanding. The holder of each share of Common Stock is entitled to one
vote per share on all matters submitted to a vote of the shareholders. As of
August 13, 2007 there were 4,948,500 shares of Common Stock outstanding, of
which 1,600,000 are in the process of being escheated by the Company's transfer
agent, Island Stock Transfer.
Change of Control of the Company
On August 1, 2007, the Seller entered into a Stock Purchase Agreement with
the Acquirers, pursuant to which the Seller sold an aggregate of 3,000,000
Restricted Shares, representing approximately 60.6% of our outstanding common
stock to the Acquirers. The purchase price paid to the Seller for the Restricted
Shares was $550,000 of which $50,000 had previously been received from the
Acquirers in connection with the parties' entry into a Letter of Intent.
Immediately following the close of the Stock Purchase, the majority of our
common stock was owned by Huaqin Zhou, Ying Wang and Huakang Zhou.
Other than the Stock Purchase there has not been a change in control of
the Registrant since the beginning of its last fiscal year.
It is anticipated that the Acquirers will enter into a Stock Exchange
Agreement or other agreement in the future whereby American Tony Pharmaceutical,
Inc, a Delaware corporation which owns 100% of Harbin Tianmu Pharmaceutical, a
Chinese company ("Harbin"), will become our wholly owned subsidiary and that
moving forward our sole business operations will be those of Harbin.
Harbin is a high-growth private company that specializes in the
development, manufacture and sales of natural medicines and biopharmaceuticals.
Founded in November 1991 with registered capital of RMB 49.66 Yuan (approx. $6.4
million), the Company is located in the Limin Pharmaceutical Technology Park in
Harbin City, capital of Heilongjiang Province, with a total area of 50,000
square meters (approx. 12.4 acres), including 15,000 square meters (approx. 3.7
acres) for the physical plant, and 1,800 square meters (approx. 0.4 acres) for
warehouse. The whole site was built in compliance with the Chinese State Drug
Administration GMP standards, with a total construction investment of RMB 50
million Yuan (approx. $6.4 million). The site is fully equipped with world-class
production and testing equipment.
Directors and Executive Officers of the Company
Current Management:
None of our directors are independent. The executive officers, directors
and key employees of the Company, their ages and present positions with the
Company are as follows:
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Name Age Position
---- --- --------
Michael Anthony 41 President, CEO, CFO and Sole Director
Michael Anthony. Mr. Anthony currently serves as the President, CEO, CFO and
sole Director of the Company since August 1, 2006. Mr. Anthony is the Managing
Member of Century Capital Partners, LLC., a personal use business consulting
company which he formed in May 2001. In addition, since November 2004, Mr.
Anthony has been President and CEO of Union Equity, Inc. and its wholly owned
subsidiary Home Sales 24/7, Inc. Union Equity, Inc. is an Internet based real
estate marketing firm. On or about July 15, 2005 Mr. Anthony became an officer
and director of Ubrandit.com, Inc. a reporting blank check company and resigned
his position on October 31, 2006.
Directors hold office until the next annual meeting of the shareholders
and until their successors have been duly elected and qualify. Executive
officers are elected by and serve at the discretion of the Board of Directors.
However, at the closing of the Stock Purchase, Michael Anthony, our current
officer and director, tendered his resignation as an officer and director of the
Company effective on the latter of a) tenth day following the mailing of this
information statement or 2) ten days from the date of this resignation or 3) one
day subsequent to the filing of the form 10QSB for the period ending June 30,
2007. Mr. Anthony shall not be requested to approve any transactions, outside
the ordinary course of business, on behalf of the Company prior to the effective
date of his resignation.
Management Following Michael Anthony's resignation
Upon Mr. Anthony's resignation, Mr. Mingli Yao, Ms. Yuan Yao and Mr. David
H. Smith will be appointed directors and officers of the Company. The Company's
Board of Directors will increase the size of the Board of Directors to three,
and Mr. Mingli Yao, Ms. Yuan Yao and Mr. David H. Smith will be elected by the
Company's Board of Directors to serve until the next annual meeting of the
shareholders and until each such person's successor has been duly elected and
qualified. The name, age and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years,
of each of the new directors is set forth below. Each of the persons listed
below has consented to serve as a director of the Company if so elected:
Mr. Mingli Yao (age 54). Mr. Yao has a bachelor's degree from Heilongjiang
University. Formerly he was an official of the Government Offices Administration
of the People's Government of Heilongjiang Province. In 1997, Mr. Yao founded
Heilongjiang Tian Mu Real Estate Development, Ltd., and two years later Harbin
Tian Mu Pharmaceutical Co., Ltd. Mr. Yao will serve as the Chief Executive
Officer of the Company.
Ms. Yuan Yao (age 26). Ms. Yao has a bachelor's degree in biology from
Heilongjiang University. She has gained considerable experience in business and
financial management in her work for companies of the Heilojngjiang Tian Mu
Group since her graduation in 2003. Ms. Yao will serve as the Chief Financial
Officer of the Company. Ms. Yao is the daughter of Mr. Yao.
Mr. David H. Smith (age 45). Mr. Smith has served as Senior Vice President
of investment banking at American Union Securities, Inc. since April 2007. From
November 2006 until April 2007, Mr. Smith was employed as a financial and
marketing consultant. From November 2004 until January 2006, Mr. Smith was a
Vice President at Palladian Research, LLC, analyzing consumer stocks. From
October 1996 until November 2004, Mr. Smith worked as a financial and marketing
consultant as President and Chief Executive Officer of Grayling Management Co.
Mr. Smith has an MBA degree from Columbia Business School, and BS and MA degrees
from the University of Delaware. Mr. Smith will serve as the Secretary of the
Company.
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Acquirers have advised the Company that, to the best knowledge of
Acquirers, except as described below, none of the Acquirers' designees directors
or proposed executive officers (i) is currently a director of, or holds any
position with, the Company, (ii) has a familial relationship with any of the
directors or executive officers of the Company, (iii) beneficially owns any
securities (or rights to acquire any securities) of the Company, (iv) is a party
adverse to the Company or any of its subsidiaries in any legal proceeding or (v)
has been involved in any transactions with the Company or any of its directors,
executive officers or affiliates that are required to be disclosed pursuant to
the rules and regulations of the Commission.
None of the new directors are independent.
Ms. Yao is the daughter of Mr. Yao.
Pending Litigation
No director, officer, affiliate or person known to the Company to be the
record or beneficial owner of in excess of 5% of the Company's Common Stock, or
any person known to the Company to be an associate of any of the foregoing is a
party adverse to the Company or has a material interest adverse to the Company
in any material pending legal proceedings.
Board Meetings and Committees
Board of Directors Meetings
No meetings of the Board of Directors of the Company were held during the
fiscal year ended December 31, 2006. From time to time during the year, the
Board of Directors acted by written consent in lieu of meeting.
Board Committees
The Board of Directors has no standing committees.
Compensation Committee Interlocks and Insider Participation
On the date hereof, no interlocking relationship exists between any member
of the Company's Board of Directors and any member of the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.
Director and Executive Compensation
The Company does not pay any compensation to its Directors. The sole
executive officer of the Company serves without compensation at this time and
has received no compensation during the last three fiscal years. No employment
agreement exists with such officer and there are no stock options, warrants,
rights or similar plans or arrangements or bonus or profit sharing plans with
respect to the officers of the Company.
Transactions with Related Persons
There have been no transaction since the beginning of the small business
issuer's last fiscal year, nor are any currently proposed, in which the small
business issuer was or is to be a participant and the amount involved exceeds
the lesser of $120,000 or one percent of the average of the small business
issuer's total assets at year-end for the last three completed fiscal years, and
in which any related person had or will have a direct or indirect material
interest.
Security Ownership of Certain Current Beneficial Owners and Management
The following table sets forth information concerning ownership of Common
Stock outstanding as of August10, 2007 by (i) each person known by the Company
to be the beneficial owner of more than 5% of Common Stock, (ii) the sole
director of the Company, (iii) the sole executive officer of the Company and
(iv) all executive officers and directors of the Company as a group. The Company
has been advised that the shareholder listed below holds sole voting and
investment power over its shares:
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NAME AND ADDRESS OF BENEFICIAL AMOUNT OF SHARES BENEFICIALLY PERCENT OF CLASS*
OWNER OWNED PRIOR TO STOCK PURCHASE
Century Capital Partners, LLC(1) 3,000,000 60.6%
330 Clematis Street,
Ste. 217,
West Palm Beach, FL 33401
Lam Cheong Kam 1,600,000 32.3%
3710 Rockwell Ave, Ste. E
El Monte, CA 91731
(1) Michael Anthony is the sole Member and Manager of Century Capital
Partners, LLC.
* Based upon 4,948,500 outstanding as of August 13, 2007.
Security Ownership of Certain Beneficial Owners and Management
Following the Transaction
The following table sets forth information concerning ownership of Common
Stock following the Stock Purchase by (i) each person who the Company believes
will be the beneficial owner of more than 5% of Common Stock, (ii) the Acquirers
designees and the director of Company, (iii) the proposed executive officer of
the Company and (iv) all executive officers and directors of the Company as a
group. Except as indicated in the footnotes hereto, the listed shareholders hold
sole voting and investment power over their respective shares:
NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES BENEFICIALLY PERCENT OF CLASS*
OWNER OWNED
5% OWNERS:
Huaqin Zhou 1,000,000 20.2%
18 Kimberly Court
East Hanover, NJ 07936
Ying Wang 1,000,000 20.2%
18 Kimberly Court
East Hanover, NJ 07936
Huakang Zhou 1,000,000 20.2%
18 Kimberly Court
East Hanover, NJ 07936
Lam Cheong Kam 1,600,000 32.3%
3710 Rockwell Ave, Ste. E
El Monte, CA 91731
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OFFICERS AND DIRECTORS:
Mingli Yao, CEO AND DIRECTOR 0 0%
c/o American Union Securities, Inc.
100 Wall Street, 15th Floor
New York, NY 10005
Yuan Yao, CFO AND DIRECTOR 0 0%
c/o American Union Securities, Inc.
100 Wall Street, 15th Floor
New York, NY 10005
David H. Smith, SECRETARY 0 0%
c/o American Union Securities, Inc.
100 Wall Street, 15th Floor
New York, NY 10005
OFFICERS AND DIRECTORS AS A GROUP 0 0%
* Calculated based upon 4,948,500 outstanding after the Stock Purchase
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and
officers and any persons who own more than ten percent of a registered class of
the Company's equity securities, to file with the Commission initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such persons are required by Commission regulations
to furnish the Company with copies of all forms they file pursuant to Section
16(a).
To our knowledge, based solely on our review of the copies of Forms 3 and
4 filed with the SEC or supplied to us, or written representations from the
Reporting Persons, all of our insiders complied with all filing requirements
during our most recent fiscal year.
By Order of the Board of Directors
/s/ Michael Anthony
Michael Anthony, President
West Palm Beach, Florida
August 14, 2007
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