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 by Rule 14c-5(d)(2))
[X] Definitive
Information Statement
SUN WORLD PARTNERS
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
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(1)
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Title
of each class of securities to which transaction applies:
________________
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(2)
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Aggregate
number of securities to which transaction applies:
________________
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(3)
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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):
_______________________
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(4)
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Proposed
maximum aggregate value of transaction:
________________________
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(5)
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Total
fee paid:
_____________________________________________________
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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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(1)
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Amount
Previously Paid:
____________________________________________
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(2)
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Form,
Schedule or Registration Statement No.:
___________________________
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(3)
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Filing
Party: ______________________________________________________
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(4)
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Date
Filed: _______________________________________________________
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TABLE OF
CONTENTS
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INFORMATION
STATEMENT
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1
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OUTSTANDING
SHARES AND VOTING RIGHTS
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2
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AMENDMENT
TO THE ARTICLES OF INCORPORATION
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3
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INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
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3
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PROPOSALS
BY SECURITY HOLDERS
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3
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OWNERSHIP
OF THE COMPANY’S COMMON STOCK BY DIRECTORS
AND
EXECUTIVE OFFICERS
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4
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OWNERSHIP
OF THE COMPANY’S COMMON STOCK BY 5% SHAREHOLDERS
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4
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HOUSEHOLDING
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5
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ADDITIONAL
INFORMATION
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5
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EXHIBIT
A
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SUN
WORLD PARTNERS, INC.
1530
9
th
Ave S.E.,
Calgary,
Alberta
Canada
T2G-0T7
DEFINITIVE
INFORMATION STATEMENT
We are furnishing this information
statement pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder
(the “Information Statement”) in connection with certain actions to be taken by
Sun World Partners, Inc.
(the “Company”), pursuant to the written consent dated October 28, 2008,
of the shareholders of the Company holding a majority of the outstanding shares
of the Company’s common stock, par value $0.001 per share (the
“Common Stock”) on October 28, 2008 (the “Record Date”).
This Information Statement is being
mailed on or about November 17, 2008, to shareholders of record on October 28,
2008. The information statement is being delivered only to inform you
of the corporate action described herein before it takes effect in accordance
with Rule 14c-2 promulgated under the Exchange Act. The action shall
be taken on or about December 8, 2008, or approximately 20 days after we mail
this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
We will ask brokers and other
custodians, nominees and fiduciaries to forward this Information Statement to
the beneficial owners of the Common Stock held of record by such persons and
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
THIS IS NOT A NOTICE OF A MEETING OF
SHAREHOLDERS AND NO SHAREHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER
DESCRIBED HEREIN.
By Order
of the Board of Directors,
/s/ Tom
Zapatinas
Tom
Zapatinas, Chief Executive Officer
Calgary,
Alberta, Canada
November
14, 2008
SUN
WORLD PARTNERS, INC.
a Nevada
corporation
NOTICE
OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF SHAREHOLDERS HOLDING A
MAJORITY OF THE OUTSTANDING COMMON STOCK OF THE COMPANY, DATED OCTOBER 28,
2008
Dear
Shareholders:
NOTICE IS HEREBY GIVEN that pursuant to
the written consent of shareholders holding a majority of our outstanding shares
of Common Stock, the following action will be taken:
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·
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Our
Articles of Incorporation will be amended to change our name from Sun
World Partners, Inc. to PreAxia Health Care Payment Systems
Inc.
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Such action will be taken on or about
December 8, 2008.
OUTSTANDING
SHARES AND VOTING RIGHTS
As of the Record Date, our authorized
capitalization consisted of 75,000,000 shares of Common Stock, of which
15,750,000 shares were issued and outstanding as of the Record
Date. Holders of Common Stock have no preemptive rights to acquire or
subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its
holder to one vote on each matter submitted to the shareholders. The
affirmative vote of the holders of a majority of our outstanding voting stock is
sufficient to approve the Amendment to the Articles of
Incorporation. The Nevada Revised Statute provides that any action
which may be taken at a meeting of the shareholders may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of a majority of the outstanding
shares entitled to vote.
Our Board of Directors, by unanimous
consent resolution, on October 22, 2008, approved the change of name of the
Company to PreAxia Health Care Payment Systems Inc. By action of
written consent, dated October 28, 2008, holders of a total of 9,500,000
outstanding shares of our Common Stock, which number of shares represents a
majority of our outstanding shares, voted in favor of the foregoing
proposal. As a result, adoption of the Amendment to the Articles of
Incorporation was approved, and no other shareholder consents will be solicited
in connection with this Information Statement.
PLEASE NOTE THAT THE HOLDERS OF A
MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO APPROVE THE
INCREASE IN THE AUTHORIZED CAPITAL AND THE ESTABLISHMENT OF PREFERRED STOCK OF
THE COMPANY. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY
THE SHAREHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE
NEEDED TO APPROVE THESE MATTERS.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
General
On October 22, 2008, our Board of
Directors approved an amendment to our Articles of Incorporation to change the
name of the Company to PreAxia Health Care Payment Systems Inc. The
officers of the Company recommended the name change. On October 28, 2008,
holders of a majority of our outstanding Common Stock as of the Record Date
approved the amendment to our Articles of Incorporation to change the name of
the Company to PreAxia Health Care Payment Systems Inc. The full text
of the Certificate of Amendment to Articles of Incorporation is attached hereto
as
Exhibit
A
.
Our Board of Directors believe it is in
the best interests of the Company to so as to better reflect the ongoing
business of the Company.
Effective
Date of the Amendment
The name change of the Company will
become effective upon filing of the Certificate of Amendment with the Nevada
Secretary of State. Pursuant to Rule 14c-2 under the Exchange Act,
the foregoing proposal may not become effective until a date at least 20 days
after the date on which this Information Statement has been mailed to the
shareholders. We anticipate filing the Certificate of Amendment on or
about the close of business on December 8, 2008.
Dissenters'
Rights of Appraisal
Under the General Corporation Law of
the State of Nevada, our shareholders are not entitled to appraisal rights with
respect to the increase in the authorized shares, and we will not independently
provide shareholders with any such right.
INTEREST
OF CERTAIN PERSONS IN OR
OPPOSITION
TO MATTERS TO BE ACTED UPON
No director, nominee for director, or
officer of the Company, or associate of any of the foregoing persons, has any
substantial interest, directly or indirectly, in the matter acted
upon. None of our directors have informed us in writing that he
intends to oppose any action to be taken by the Company.
PROPOSALS
BY SECURITY HOLDERS
There are no proposals by any security
holders.
OWNERSHIP
OF THE COMPANY’S COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
The
following table shows, as of October 28, 2008, the shares of the Company’s
Common Stock beneficially owned by each director (including each nominee), by
each of the executive officers and by all directors and executive officers as a
group. Information is also provided regarding beneficial ownership of
common stock if all outstanding options, warrants, rights and conversion
privileges (to which the applicable officers and directors have the right to
exercise in the next 60 days) are exercised and additional shares of common
stock are issued.
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Common
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Tom
Zapatinas
3212
– 14 Avenue SW
Calgary,
Alberta
T3C
0X3
President,
Secretary and Director
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9,000,000
common shares held directly
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57.14%
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Common
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Ron
Lizee
(2)
#202,
3550 Taylor Street East
Saskatoon,
Saskatchewan
S7H
5H9
Chief
Financial Officer and Directors
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100,000
common shares held indirectly
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0.63%
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Common
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All
Officers and Directors as a group
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Common
shares
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57.77%
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Notes
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(1)
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Based
upon 15,750,000 issued and outstanding shares of common stock as of
October 28, 2008.
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(2)
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These
shares are held by Mr. Lizee’s wife, Johanne Lizee. Mr. Lizee
disclaims any voting power or beneficial
ownership.
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OWNERSHIP
OF THE COMPANY’S COMMON STOCK BY 5% SHAREHOLDERS
The
following table sets forth information, as of October 28, 2008, with respect to
the beneficial ownership of the Company’s Common Stock by each person known by
the Company to be the beneficial owner of more than 5% of the outstanding common
stock. Information is also provided regarding beneficial ownership of
common stock if all outstanding options, warrants, rights and conversion
privileges (to which the applicable 5% shareholders have the right to exercise
in the next 60 days) are exercised and additional shares of common stock are
issued.
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TITLE
OF
CLASS
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NAME
AND ADDRESS OF BENEFICIAL OWNER
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AMOUNT
AND NATURE OF BENEFICIAL OWNER
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PERCENT
OF
CLASS
(1)
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Common
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Tom
Zapatinas
3212
– 14 Avenue SW
Calgary,
Alberta
T3C
0X3
President,
Secretary and Director
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9,000,000
common shares held directly
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57.14%%
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Common
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Spyros
Tsoukalis
Grammatikou
Mesologiou
Aitoloakarnanias
Greece T.K.
30015
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825,000
common shares held directly
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5.23%
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Common
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Elias
Tsoukalis
Grammatikou
Mesologiou
Aitoloakarnanias
Greece T.K.
30015
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813,033
common shares held directly
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5.16%
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Notes
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(1)
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Based
upon 15,750,000 issued and outstanding shares of common stock as of August
31, 2008.
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HOUSEHOLDING
Effective as of December 4, 2000, the
Securities and Exchange Commission adopted amendments to its proxy rules under
the Exchange Act permitting companies and intermediaries to satisfy the delivery
requirements for proxy statements and information statements with respect to two
or more shareholders sharing the same address by delivering a single proxy
statement or information statement to those shareholders unless the Company is
otherwise advised by the shareholders. “Householding” as this is
commonly known, reduces the amount of duplicate information that shareholders
receive and lowers the Company’s printing and mailing costs.
If you received multiple copies of this
information statement and, in the future, wish to receive only a single copy, we
will send it to you upon your written request, forwarded to the attention of the
Company’s Corporate Secretary by mail to c/o International Securities Group
Inc., 1530 9
th
Ave
S.E., Calgary, Alberta, Canada T2G 0T7.
If your household received a single
copy of this information and you wish to receive multiple copies in the future,
or if you would like to receive additional copies of this documentation, we will
send them to you upon your written request, forwarded to the attention of the
Company’s Corporate Secretary by mail to c/o International Securities Group
Inc., 1530 9
th
Ave
S.E., Calgary, Alberta, Canada T2G 0T7.
ADDITIONAL
INFORMATION
The Company will provide upon request
and without charge to each shareholder receiving this Information Statement a
copy of the Company's Annual Report on Form 10-K for the fiscal year ended May
31, 2008, including the financial statements and financial statement schedule
information included therein, as filed with the Securities and Exchange
Commission. You are encouraged to review the Annual Report together
with subsequent information filed by the Company with the Securities and
Exchange Commission and other publicly available information.
By Order
of the Board of Directors
/s/ Tom
Zapatinas
Tom
Zapatinas, Chief Executive Officer
Calgary,
Alberta, Canada
November
14, 2008
EXHIBIT
A
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684-5708
Website: www.nvsos.gov
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Certificate
of Amendment
(PURSUANT
TO NRS. 78.385 and 78.390)
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USE BLACK
INK
ONLY -
DO NOT
HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate Of Amendment to
Articles of Incorporation
For Nevada Profit
Corporations
(Pursuant
to NRS 78.385 AND 78.390-After Issuance of Stock)
1. Name
of
corporation: Sun
World Partners, Inc.
2. The
articles have been amended as follows (provide article numbers, if
available):
ARTICLE ONE
.
NAME OF
CORPORATION:
PreAxia
Health Care Payment Systems Inc.
3. The
vote by which the stockholders holding shares in the Corporation entitling them
to exercise a majority of the voting power, or such greater proportion of the
voting power as may be required in the case of a vote by classes or series, or
as may be required by the provisions of the articles of incorporation * have
voted in favor of the amendment is:9,500,000
4. Effective
date of filing (optional):
(must not be later than 90 days after
the certificate is filed)
5. Signature
(required):
/s/ Tom
Zapatinas
*If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless of limitations or
restrictions on the voting power thereof.
IMPORTANT: Failure
to include any of the above information and submit the proper fees may cause
this filing to be rejected.
This
form must be accompanied by appropriate fees.
Nevada Secretary of State Amend
Profit-After
Revised: 7-1-08