U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14f-1
Information Statement under Section 14(f)
of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder
Commission File Number: 000-53166
TONE IN TWENTY
(Exact name of registrant as specified in its charter)
Nevada 77-0664193
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(State or other jurisdiction of incorporation) (IRS Employer ID No.)
3433 Losee Rd., Suite 2,
North Las Vegas, NV 89030
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(Address of principal executive offices)
(702) 604-7038
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(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001 Per Share
----------------------------------------
(Title of Class)
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
GENERAL
We are providing this Information Statement to holders of the Common
Stock, par value $0.001 per share (the "Common Stock") of Tone in Twenty (the
"Company") as of February 1, 2010, pursuant to Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder. You
are receiving this information statement in connection with the expected
resignation of our current Board of Directors and the appointment of two new
directors to the Board, as more fully described below.
This Information Statement is being filed with the Securities and
Exchange Commission (the "SEC") and mailed to the stockholders on or about
February 2, 2010.
WE ARE NOT SOLICITING YOUR PROXY. NO VOTE OR OTHER ACTION BY THE COMPANY'S
SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT.
CHANGE IN BOARD OF DIRECTORS
On February 1, 2010, we entered into a Share Exchange Agreement (the
"Exchange Agreement") by and among the Company, Muscle Pharm LLC (hereinafter
referred to as "Muscle Pharm") and its members, in which we have agreed to
issue an aggregate of 26,000,000 shares of our Common Stock to the members of
Muscle Pharm, in exchange for all of the issued and outstanding member
interests of Muscle Pharm. In addition, to facilitate this transaction our
President has agreed to sell his 366,666 shares to Muscle Pharm for $25,000
and these shares will be cancelled.
Pursuant to the Exchange Agreement, the members of Muscle Pharm will
acquire a controlling number of shares of the Company, we will acquire all of
the outstanding stock of Muscle Pharm, and Muscle Pharm will become a wholly
owned subsidiary of our Company. Upon completion of the transaction, we will
cease our current business and adopt and continue implementing Muscle Pharm's
business plan. Shortly after the closing of this transaction we plan to
change our name to "MusclePharm Corporation." Upon the later of the closing
of the Exchange Agreement or the expiration of the 10-day period following
the filing of this Information Statement with the SEC and mailing of this
Information Statement to our shareholders, our sole officer/director will
resign and those persons described in the "New Officers and Directors"
section below will be appointed as officers and directors of the Company. The
closing of the Exchange Agreement is expected to take place on or about
February 9, 2010.
Muscle Pharm is engaged in the sports nutrition industry and is based in
Denver, Colorado. It was founded in April, 2008 and it currently
manufactures and markets six branded, high-quality sports nutrition products:
Combat Powder[TM], Assault[TM], Battle Fuel[TM], Bullet Proof[TM], Shred
Matrix[TM], and Recon[TM]. These products are comprised of amino acids,
herbs,
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and proteins scientifically tested and proven as safe and effective for the
overall health of athletes. These nutritional supplements were created to
enhance the effects of workouts, repair muscles, and nourish the body for
optimal physical fitness. Muscle Pharm currently sells its products through
several distribution channels throughout the United States and overseas. The
United States channels include The Vitamin Shoppes, GNC, sports nutrition
retail stores and fitness centers. Their products are also sold through over
100 Internet sites and in over 60 foreign countries through international
distributors.
No vote or other action is required by our stockholders in connection
with this Information Statement or the resignation and appointment of any
director. Proxies are not being solicited.
VOTING SECURITIES AND PRINCIPAL HOLDERS
On February 1, 2010, we had 437,500 shares of Common Stock issued and
outstanding. Each share of Common Stock entitles the holder thereof to one
vote on each matter that may come before a meeting of the stockholders. The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of February 1, 2010, with respect to our
sole officer, our sole director, all of the directors and executive officers
as a group, and any other person known by us to beneficially own more than
five percent of our Common Stock.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------- ----------------------- ----------------
John Dean Harper 366,666 84.0%
4301 S. Valley View Ave.
Suite 20
Las Vegas, NV 89103
San Nicholas, Inc.(2) 83,333 (3) 16.0%
Escobedo 435 Ote
Torreon, Coah
Mexico
All executive officers and 366,666 84.0%
Directors as a group (1 Person)
________________________
(1) All ownership is beneficial and of record, unless otherwise indicated.
(2) San Nicholas, Inc., a Nevada corporation is beneficially owned and
controlled by Mrs. Eva Esparza, Escobedo 435 Ote., Torreon, Coah,
Mexico.
(3) San Nicholas, Inc. has the right to acquire these shares within 60 days
upon the conversion of 416.67 shares of Series A Convertible Preferred
Stock held by San
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Nicholas, Inc. San Nicholas, Inc. owns a total of 83,333 shares of the
Series A Convertible Preferred Stock and each share is convertible into
200 shares of common stock; however, San Nicholas, Inc. can only convert
up to 416.67 shares of the preferred stock within any 12 month period
pursuant to a lock up letter with us. (See Exhibit 10.1 to our Form
10-K filed on December 10, 2009.)
CHANGES IN CONTROL
On February 1, 2010, we entered into the Exchange Agreement with Muscle
Pharm. The transaction will result in a change in our management and Board of
Directors and will also result in a change in the controlling members of the
Company.
As discussed in "Change in Board of Directors" above and in "Directors
and Officers - New Officers and Directors" below, as a result of the closing
of the Exchange Agreement, John Dean Harper will resign as a director and be
replaced by Brad Pyatt. In addition, Cory Gregory will become a director.
Brad Pyatt, Cory Gregory, Todd E. Huss and Leonard K. Armenta, Jr. will
assume positions as officers of our Company.
The following table sets forth certain information regarding our Common
Stock expected to be beneficially owned as of the day after the closing of
the Exchange Agreement, by each person known to us whom we expect to
beneficially own more than 5% of our Common Stock, each person anticipated to
be a newly appointed executive officer and director, and all persons
anticipated to be newly appointed directors and executive officers as a
group. The following table is based upon information with respect to the
capitalization of Muscle Pharm as of February 1, 2010. This table is based
upon information supplied by the named parties or management of Muscle Pharm.
Unless otherwise indicated in the footnotes to this table, we believe that
each of the stockholders named in this table will have sole voting and
investment power with respect to the shares indicated as beneficially owned.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Owner Ownership Of Class
------------------- ---------- --------
Brad Pyatt 12,331,668 47.3%
3390 Peoria Street, Unit 307
Aurora, Colorado 80010
Cory Gregory 7,833,014 30.0%
422 Middleground Road
Pataskala, Ohio 43062
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Todd E. Huss 0 -
13802 Boulder Lane
Larkspur, Colorado 80118
Leonard K. Armenta, Jr. 0 -
3390 Peoria Street, Unit 307
Aurora, Colorado 80010
All executive officers and directors 20,164,602 77.3%
as a group (4 persons)
DIRECTORS AND OFFICERS
Upon the later of the closing of the Exchange Agreement and 10 days
after the mailing of this Information Statement to our shareholders and the
filing of this Information Statement with the SEC, John Dean Harper will
resign as the sole officer and the sole director, and Brad Pyatt and Cory
Gregory will be appointed to the Board of Directors. In addition, the
following persons will be appointed as our officers: Brad Pyatt, President
and Chief Executive Officer; Cory Gregory, Executive Vice President; Todd E.
Huss, Chief Financial Officer; and Leonard K. Armenta, Jr. Chief Operating
Officer.
The following discussion sets forth information regarding our current
officer and director and our proposed officers and directors after the
closing of the Exchange Agreement. If any proposed director listed in the
table below should become unavailable for any reason, which we do not
anticipate, the other director will vote for any substitute nominee or
nominees who may be designated prior to the date the new directors take
office.
Each member of our Board of Directors shall serve until his successor is
elected and qualified.
Current Officers and Directors
------------------------------
The following sets forth, as of February 1, 2010, the name, age,
positions, and experience of the executive officers and directors of the
Company.
Name Age Positions
---- --- ---------
John Dean Harper 47 President, Secretary and Treasurer
Mr. Harper has served as our president, Secretary and Treasurer since
our inception. He is a graduate of Ohio University in Athens, Ohio with
Bachelors of Business Administration degree and a double major in Business
Pre-Law and General Business. He is also a graduate of the University of
Cincinnati, College of Law with a Juris Doctor. Mr. Harper has a private
law practice focusing primarily on corporate law, labor/employment and
litigation. Mr. Harper
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serves as counsel for the Las Vegas Police Protective Association, Chief
General Counsel, 1998-Present.
His work experience is set forth below:
Dates Name of Company Job Title
----- --------------- ---------
1986-1989 Univ. of Cincinnati, College of Law Law Student
1989-1991 Schottenstein, Zox and Dunn Associate Attorney
1991-1995 Redmon & Harper Partner
1996-1998 Gugino & Schwartz Associate Attorney
1999-2002 Starbase-1 Coffee Co. Ltd. President
2000-2002 Lock-Gun.com President
1998-Present Injured Police Officers Fund General Counsel
2001-2005 Absolute Glass Protection, Inc. President, Treasurer,
Director
1996-Present John Dean Harper, Attorney at Law
1998-Present Las Vegas Police Protective Assoc. Chief General Counsel
1998-Present Nevada Conf. of Police and Sheriffs General Counsel
New Officers and Directors
--------------------------
Upon the later of effectiveness of the Exchange Agreement and 10 days
following the filing of this Information Statement with the SEC and mailing
of this Information Statement to our shareholders, the following persons will
be elected to the offices opposite their name.
Name Age Positions
---- --- ----------
Brad Pyatt 29 President, Chief Executive Officer and
Director
Cory Gregory 30 Executive Vice President and Director
Todd E. Huss 57 Chief Financial Officer
Leonard K. Armenta, Jr. 33 Chief Operating Officer
The biographies of each of these new executive officers and directors
are as follows:
Brad Pyatt has served as the President and Chief Executive Officer of
Muscle Pharm LLC since its inception in April 2008. After leaving the
University of Northern Colorado in June 2003, he played for the Indianapolis
Colts ( 2003, 2004 and 2005 seasons) and the Miami Dolphins (2006 season) in
the NFL and he played for the Colorado Crush from 2007 through 2008 in the
Arena Football League. Mr. Pyatt is knowledgeable in Kinesiology and he has
learned and developed innovative approaches to training that have improved
his speed, strength and overall performance. While playing in the NFL he
posted one of the fastest 40-yard times in the history of the NFL. In May
2004, while Mr. Pyatt was in the NFL he purchased a small supplement
manufacturer and then founded and developed a sports nutrition line called
Hard Nutrition which he sold with the manufacturing business in July 2007.
He attended the University of Kentucky for four years and the University of
Northern Colorado for one year. He majored in kinesiology
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and exercise science and left college to play professional football needing 6
more hours credit to earn a degree.
Cory Gregory has served as the Executive Vice President of Muscle
Pharm LLC since its inception in April 2008. He has been the owner of Old
School gym since 1999 . Mr. Gregory is a personal trainer and professional
bodybuilder, competing as a NASA power lifter. He is the founder of the Ohio
Natural Bodybuilding Federation and a board member of Agel Enterprises, a
developer of gel form products within the supplement industry. He possesses
expertise in personal training, nutrition and dieting.
Todd E. Huss has served in a part-time capacity as the Chief Financial
Officer of Muscle Pharm LLC since September 2009. Since 2002, Mr. Huss has
performed contract accounting services for various public companies. His work
includes planning and testing for Sarbanes-Oxley compliance for a media
company with revenues of $250 million. From 1996 to 2002, he served as the
Chief Financial Officer for Premier Concepts, Inc., the publicly-traded owner
and operator of a national chain of specialty retail jewelry stores. From
1991 to 1995 he served as the Chief Financial Officer for Gardenswartz
Sportz, Inc., a privately-held corporation which owned and operated eight
full service retail sporting goods stores in New Mexico and Texas. Mr. Huss
graduated from California State University-Long Beach in 1984, with a
Bachelor of Science degree in business administration and professional
accounting, and subsequently worked for KPMG Peat Marwick in its Los Angeles,
California, and Albuquerque, New Mexico offices until 1991.
Leonard K. Armenta, Jr. has served as the Chief Operations Officer since
September 1, 2009. He has been working for Muscle Pharm part time since July
2008 and full time since June 2009 where he has been working in the sales,
marketing and manufacturing areas of the business. From 2000 until June,
2009 he worked for Colorado Sports Innovations as a sales and marketing
consultant. From 1997 until 2000 he was a sales representative for Select
Investor Relations.
There are no family relationships between any of our current officers
and directors and the individuals who will become directors and executive
officers of our Company upon the closing of the Exchange Agreement.
Term of Office
--------------
Directors are elected to hold office until the next annual meeting of
members and until their successors are elected and qualified. Annual meetings
of the stockholders for the selection of directors to succeed those whose
terms expire are to be held at such time each year as designated by the Board
of Directors. Officers of the Company are elected by the Board of Directors,
which is required to consider that subject at its first meeting after every
annual meeting of stockholders. Each officer holds his office until his
successor is elected and qualified or until his earlier resignation or
removal.
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Audit Committee
---------------
We do not presently have an Audit Committee. The sole member of the
Board sits as the Audit Committee. No qualified financial expert has been
hired because we are too small to afford such expense.
Committees and Procedures
-------------------------
(1) We have no standing audit, nominating and compensation committees
of the Board of Directors, or committees performing similar functions. The
Board acts itself in lieu of committees due to its small size.
(2) The view of the board of directors is that it is appropriate for us
not to have such a committee because our directors participate in the
consideration of director nominees and the board and we are so small.
(3) The member of the Board who acts as nominating committee is not
independent, pursuant to the definition of independence of a national
securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C.
78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security holders, but
the committee will consider director candidates recommended by security
holders.
(5) The basis for the view of the board of directors that it is
appropriate for us not to have such a policy is that there is no need to
adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security holders
except to find anyone willing to serve with a clean background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security holders,
is to find qualified persons willing to serve with a clean backgrounds.
There are no differences in the manner in which the nominating committee
evaluates nominees for director based on whether the nominee is recommended
by a security holder, or found by the board.
Code of Ethics
--------------
We have not adopted a Code of Ethics for the Board and any salaried
employees.
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Stockholder Communications with Directors
-----------------------------------------
After completion of the Share Exchange, stockholders who want to
communicate with our Board may send a letter to our new President at 3390
Peoria Street, Unit 7, Aurora, Colorado 80010. The mailing envelope should
contain a clear notation indicating that the enclosed letter is a "Board
Communication." The President, who also serves as a director, will review the
communication.
Meetings of the Board of Directors and Stockholders
---------------------------------------------------
Our Board of Directors held no formal meetings during the years ended
August 31, 2009 and 2008. We have not adopted any policy with regard to Board
members' attendance at annual meetings of security holders. No annual meeting
of stockholders was held in 2009 or 2008, as we elected not to conduct the
same in order to conserve operating capital.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
----------------------
No compensation has been paid and no stock options granted to our sole
officer and director in the last three fiscal years.
Unless otherwise expressly provided by resolution adopted by the Board
of Directors, no director is entitled to receive any compensation for his
services as a director. The Board of Directors may provide that the directors
shall be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. In addition, the Board of Directors
may provide that directors shall be paid their actual expenses, if any, of
attendance at each meeting of the Board of Directors. Our bylaws do not
prohibit any director from serving our Company in any other capacity and
receiving compensation, but the Board of Directors may by resolution provide
that any director receiving compensation for his or her services to our
Company in any other capacity shall not receive additional compensation for
his or her services as a director. The Board of Directors has not adopted any
policy in regard to the payment of fees or other compensation to directors.
Muscle Pharm's Director and Officer Compensation
------------------------------------------------
During the years ended December 31, 2008 and December 31, 2009, the only
form of compensation paid to the executive officers of Muscle Pharm LLC was
cash. The table below lists the aggregate amount of the cash payments that
were made to executive officers during the years ended December 31, 2008 and
December 31, 2009.
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Total Cash Paid
--------------------
Name and Principal Position 2008 2009
--------------------------- ------- --------
Brad Pyatt - President $16,125 $133,992
Cory Gregory - Executive Vice President 3,000 17,846
Leonard Armenta, Jr. - Chief Operating Officer 10,500 54,799
The current annual salary levels of the executive officers are as
follows:
Brad Pyatt $193,992
Cory Gregory 60,000
Leonard Armenta 86,400
The new officers of the Company will continue to receive their salary as
set forth above after the closing of the Exchange Agreement.
Certain Relationships and Related Transactions of Tone in Twenty
----------------------------------------------------------------
Our sole officer/director has contributed office space for our use at no
charge. There have been no other transactions with our sole
officer/director.
Conflicts of Interest
---------------------
We have not adopted any policies or procedures for the review, approval,
or ratification of any transaction between our Company and any executive
officer, director, nominee to become a director, 10% stockholder, or family
member of such persons, required to be reported under paragraph (a) of Item
404 of Regulation S-K promulgated by the SEC.
Muscle Pharm Relationships and Related Transactions
---------------------------------------------------
Muscle Pharm was formed as a Colorado limited liability company on
April 22, 2008. The initial owners of Muscle Pharm were Brad Pyatt and Cory
Gregory. Mr. Pyatt received a 60% membership interest in exchange for his
contribution of formulations for potential products, contacts with GNC Canada
and other potential customers, and contacts with professional athletes. Mr.
Gregory received a 40% membership interest in exchange for his contacts with
Dr. Serrano, Louie Simmons, potential distributors, professional athletes and
potential investors. Neither Mr. Pyatt nor Mr. Gregory contributed any cash
and no value was placed on their respective contributions.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than
10% of a registered class of our outstanding equity securities to file with
the Securities and Exchange Commission initial reports
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of ownership and reports of changes in ownership of our Common Stock and
other equity securities. Officers, directors and greater than 10% members are
required by SEC regulations to furnish us with copies of all Section 16(a)
forms they file. Based upon a review of the copies of such filings furnished
to us, we believe that John Dean Harper did not file his Form 3.
LEGAL PROCEEDINGS
We are not aware of any legal proceeding in which any director or
officer or any of their affiliates is a party adverse to our Company or has a
material interest adverse to us.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at 100 F Street, N.E,
Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public reference
rooms. Copies of our SEC filings are also available to the public from the
SEC's web site at www.sec.gov.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this information statement to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: February 1, 2010 TONE IN TWENTY
By: /s/ John Dean Harper
------------------------------
John Dean Harper
President
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