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INFORMATION STATEMENT OF ABBY, INC., INC
2724 NE 27
th
Court,
Fort Lauderdale, FL 33442
Telephone (702) 751-0006
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDERS MEETING
Date of Mailing: April_______, 2013
To the Stockholders of Abby, Inc.:
The attached Information Statement is furnished by the Board of Directors (the “Board”) of Abby, Inc. (the “Company,” “ABBY”, “we” or “us”). The Company, a Colorado corporation, is a public company registered with the Securities and Exchange Commission.
On March 22, 2013, the Company entered into a Letter of Intent (“LOI”) with Tulip Enterprises, Inc., a California corporation (“TULIP”) whereby Abby, Inc. agreed to acquire 100% of the issued and outstanding common shares of TULIP with the issuance of thirty Million (30,000,000) common shares to Amanda Flores, the CEO of Tulip. Tulip Enterprises, Inc., is a private California corporation with two divisions operating under two separate DBA designations (1) T1O Gourmet Thai Food Truck which consists of a gourmet food truck bring Thai food to customers throughout Southern California and which participates in several food festivals and similar events in Las Vergas, Nevada and several California locations, and (2) T1O Events and Promotions which consist of planning event promotions and assisting with the creation of new events in different market mediums. The intent of the LOI is to eventually merge Tulip Enterprises, Inc. with Abby, Inc. making Tulip a wholly owned subsidiary of Abby. On March 26, 2013, the Company filed a form 8-K with the Securities and Exchange Commission (the “SEC”) with respect to the LOI.
On March 31st, 2013, stockholders holding 51.1% of the voting power of the Common Stock of the Company (the “Consenting Stockholder”) consented in writing to amend the Company’s Articles of Incorporation (the “2013 Amendment”). This consent was sufficient to approve the 2013 Amendment under Colorado law. The attached Information Statement describes the 2013 Amendment that the stockholders of the Company have approved, which will do the following: change the name of the Company from Abby, Inc. to Tulip Enterprises, Inc.
This Information Statement is prepared and delivered to meet the requirements of Section 78.390 of the Colorado Revised Statutes. This Information Statement is being mailed on or about April 3, 2013 to holders of record of Common Stock as of the close of business on March 31, 2013 (the “Record Date”). The Company had 108,000,000 shares of common stock outstanding as of the Record Date.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The control share acquisition and dissenter’s rights provisions of Chapter 78 of the Colorado Revised Statues are not applicable to the matters disclosed in this Information Statement. Accordingly, there are no stockholder dissenters’ or appraisal rights in connection with any of the matters discussed in this Information Statement.
Please read this Notice and Information Statement carefully and in its entirety. It describes the terms of the actions taken by the stockholders.
Although you will not have an opportunity to vote on the approval of the Certificate of Amendment, this Information Statement contains important information about the Certificate of Amendment.
By Order of the Board of Directors
/s/ Lawson Kerster
Lawson Kerster
President
Important Notice Regarding the Availability of Information Statement Materials in connection with this Notice of Stockholder Action by Written Consent:
INFORMATION STATEMENT OF ABBY, INC.
2724 NE 27
th
Court,
Fort Lauderdale, FL 33306
Telephone (702) 751-0006
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the stockholders of Abby, Inc., a Colorado corporation (the “Company,” “we” or “us”), to advise them of the corporate actions that have been authorized by written consent of the holder of more than 511% of the voting power (the “Consenting Stockholder”) of the Company’s outstanding capital stock as of the record date of March 31, 2013 (the “Record Date”). These actions are being taken without notice, meetings or votes in accordance with the General Corporation Law of the Colorado Revised Statutes (“NRS”), Sections 78.315 and 78.320. This Information Statement is being mailed to the stockholders of the Company, as of the Record Date, on April 3, 2013.
The Board of Directors has approved, and recommended to the stockholders for approval, an amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) mentioned above and detailed further. The full text of the Certificate of Amendment is attached to this Information Statement as Appendix A.
On March 28, 2013, the Consenting Stockholders consented in writing to the Certificate of Amendment. This consent was sufficient to approve the Certificate of Amendment under Colorado law.
No Vote Required
We are not soliciting consents to approve the Certificate of Amendment. Colorado law permits the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written consent to the action to the Company.
No Appraisal Rights
Under Colorado law, stockholders have no appraisal or dissenters’ rights in connection with the Certificate of Amendment.
Interests of Certain Parties in the Matters to be Acted Upon
Mr. Lawson Kerster, the sole executive officer of the Company is also the Consenting Stockholder. Other than with respect to the Consenting Stockholder, none of the executive officers of the Company has any substantial interest resulting from the Certificate of Amendment that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
Householding of Stockholder Materials
In some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If requested by a stockholder in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests by stockholders should be directed to our Chief Executive Officer at (702) 751-0006, and requests in writing should be sent to Abby, Inc., Attention Chief Executive Officer, and 2724 NE 27
th
Court, Fort Lauderdale, FL 33306. Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the above address.
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED
BY CONSENTING STOCKHOLDERS
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Amendment to the Articles of Incorporation to change the name of the Company from Abby, Inc. to Tulip Enterprises, Inc.
ABBY’s Board of Directors has unanimously adopted a resolution authorizing the Company to change its name from Abby, Inc. to Tulip Enterprises, Inc.
Amendment to the Articles of Incorporation to Authorize the following:
Name Change from Abby, Inc. to Tulip Enterprises, Inc.
Approval of the Acquisition of 100% of the Issued and Outstanding Common Shares of Tulip Enterprises, Inc., a California company
ABBY’s Board of Directors and stockholders holding approximately 51.1% of the Common Stock of the Company, by written consent dated March 28, 2013 (the “Joint Consent”); jointly authorized the following changes to the Company’s Articles of Incorporation immediately following the Change In Control as follows:
A -
Name Change:
The Joint Consent authorized the change in the name of the Company from Abby, Inc. to Tulip Enterprises, Inc. The Name Change became effective as of ___________, 2013.
B –
Acquisition of Tulip Enterprises, Inc.:
The Joint Consent authorized the acquisition by Abby, Inc. of 100% of the issued and outstanding common shares of Tulip Enterprises, Inc. or ____________ common shares in exchange for issuance by Abby, Inc. to the shareholders of Tulip Enterprises, Inc. of 30,000,000 common shares.