UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Check
the
appropriate box:
[X]
Preliminary Information Statement
[
] Confidential, for Use of the Commission Only (as permitted
by
Rule
14c-5(d)(2))
[
] Definitive Information Statement
ORIGINALLY
NEW YORK, 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.
(1)
Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total
fee paid:
[
]
Fee paid previously with preliminary materials.
[
]
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.
1)
Amount
previously paid:_________________________________
2)
Form,
Schedule or Registration Statement No.:_________________
3)
Filing
Party:___________________________________________
4)
Date
Filed:___________________________________________
Originally
New York, Inc.
216
N.
Commercial Ave.
Eagle
Grove, Iowa 50533
INFORMATION
STATEMENT
Pursuant
To Section 14(c) of Securities and Exchange Act Of 1934
Approximate
Date of Mailing: ______________ 2007
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This
information Statement is being furnished by the Board of Directors of Originally
New York, Inc. (the “Company”) to the stockholders of record of the Company’s
common stock at the close of business on February 9, 2007 (the “Record Date”),
and is being sent to you to inform you of action which has been approved by
the
holders of at least a majority of the voting power of the Company outstanding
on
the Record Date, by written consents without holding a meeting of stockholders.
By such written consents, such stockholders approved the following action:
1.
To
amend
our Articles of Incorporation to effect an increase in the Company’s authorized
shares of common stock to two (2) billion shares and authorized shares of
preferred stock to ten (10) million shares, and
2.
To
change
the name of the Company to Sustainable Power Corporation (the
“Amendment”).
Our
Board
of Directors unanimously adopted and approved the proposal, and on January
26,
2007 we received the written consent, in lieu of a meeting of stockholders,
from
the holders of 38,232,858 shares, or 57.85%, of our outstanding common stock
approving these actions. There are no issued shares of Preferred Stock. No
other
votes were required to adopt the Amendment and none are being solicited
hereunder. A copy of the Certificate of Amendment to the Articles of
Incorporation is attached hereto as
Exhibit
“A”
.
This
Information Statement is first being mailed or furnished to stockholders on
or
about ________, 2007, and the Amendment described herein will not become
effective until at least twenty (20) calendar days thereafter. We will pay
all
costs associated with the preparation and distribution of this Information
Statement, including all mailing and printing expenses.
NO
VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH THIS
INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
OUTSTANDING
SECURITIES AND VOTING RIGHTS
As
of
December 31, 2006, the Company had authorized:(1) 120 million shares of common
stock, $0.001 par value, 66,088,103 of which were issued and outstanding, and
(2) 5 million shares of blank check preferred stock, $0.001 par value, none
of
which were issued or outstanding.
Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of Stockholders. However, under Nevada
law, any action that may be taken at any stockholders’ meeting may be taken by
written consent of the requisite number of stockholders required to take such
action. The Amendment requires the affirmative vote or written consent of the
holders of a majority of the Company’s outstanding common stock.
STOCKHOLDERS'
RIGHTS
The
elimination of the need for a special meeting of the stockholders to approve
the
actions proposed and discussed in this Information Statement is authorized
by
Section 78.320(2) of the Nevada Revised Statutes (the "NRS"). This section
provides that any action required or permitted to be taken at a meeting of
stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the stockholders holding
at least a majority of the voting power. In order to eliminate the costs and
management time involved in holding a special meeting and in order to effect
the
proposed resolutions as early as possible in order to accomplish the purposes
of
the Company, the Company chose to obtain the written consent of its stockholders
holding a majority of the Company's voting power.
The
action described in this Information Statement cannot be taken until at least
20
days after this Information Statement has been first mailed to the Company's
stockholders.
NO
DISSENTERS' RIGHTS
The
NRS
does not provide for dissenter's rights in connection with any of the actions
proposed in this Information Statement.
THE
AMENDMENTS
General
The
Board
has approved, and the stockholders owning a majority of the issued and
outstanding shares of the Common Stock have consented in writing to amend the
Company's Articles of Incorporation to increase the number of authorized shares
of Common Stock to 2 billion shares and the authorized shares of preferred
stock
to 10 million shares and to change the name of the Company to Sustainable Power
Corporation.
A
copy of
the Articles of Amendment effecting the change in authorized shares of Common
Stock and Preferred Stock and the name change, in substantially the form to
be
filed with the Secretary of State of Nevada, is attached to this Information
Statement as
Exhibit
“A”
.
The
stockholders owning a majority of the issued and outstanding shares of the
Common Stock have consented to the increase in authorized shares of Common
Stock, which will become effective on March 2, 2007 (the "Effective
Date").
The
Company has taken all action required under Nevada law to approve the Amendment;
however, since stockholder approval of the Amendment was obtained by written
consent rather than at a stockholders' meeting, Nevada law requires that notice
be sent to all non-consenting stockholders notifying them of the actions taken
not more than 30 days after the effective date of the consent and the Exchange
Act will not permit such filing until the expiration of 20 calendar days from
the date hereof. The Articles of Amendment filed with the Nevada Secretary
of
State will not become effective until March 2, 2007, after the expiration of
the
20-calendar day period.
Stockholder
Approval Previously Obtained
As
of
January 26, 2007, the Company had 66,088,103 issued and outstanding shares
of
Common Stock and -0- issued and outstanding shares of Preferred Stock. Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.
By
written consent dated January 26, 2007, the stockholders owning 38,232,858
shares, or 57.85%, of the outstanding common stock have approved the adoption
and implementation of the Amendment. Such action is sufficient to satisfy the
applicable requirements of Nevada law that stockholders approve such actions.
Accordingly, stockholders will not be asked to take further action on the
Amendment at any future meeting and the Board of Directors does not intend
to
solicit any proxies or consents from any other stockholders in connection with
the Amendment.
Purpose
and Effect of Increase in Common Stock and Preferred Stock
The
increase of authorized common and preferred stock will provide the Company
with
the ability to issue capital stock in connection with any future financing
activities or corporate mergers and acquisitions using the Company's capital
stock.
Purpose
and Effect of Name Change
Following
the change of control transaction effectuated October 19, 2006 and reported
on
Form 8-K on October 20, 2006, the Company modified its business plan and purpose
to the developing, manufacturing and selling of ethanol plants. In furtherance
of this business plan the Company has formed a wholly owned subsidiary,
Diversified Ethanol Corporation, in Nevada. The new name, Sustainable Power
Corporation identifies the Company’s primary business focus and will assist the
Company in creating recognition in the ethanol energy business.
EFFECTIVENESS
OF AMENDMENT
The
Company reserves the right, upon notice to stockholders, to abandon or modify
the proposed Amendment at any time prior to the filing of the Amendment upon
consent of the Board and the holders of a majority of the existing Common Stock
then issued and outstanding.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate
of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective
interests.
SECURITY
OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The
following table sets forth information with respect to beneficial ownership
of
the Company’s outstanding Common Stock as of January 26, 2007 by: (1) each
person known by the Company to beneficially own more than 5% of the outstanding
Common Stock, (2) each of the Company's named executive officers, (3) each
of
the Company's directors, and (4) all of the Company's executive officers and
directors as a group.
Beneficial
ownership is determined in accordance with the rules of the SEC. Except as
otherwise noted, (1) the persons or entities named have sole voting and
investment power with respect to all shares shown as beneficially owned by
them
and (2) the address of each person listed in the following table (unless
otherwise noted) is c/o Originally New York, Inc., 216 N. Commercial Ave.,
Eagle
Grove, Iowa 50533.
The
number of shares of Common Stock outstanding used in calculating the percentage
for each listed person includes the shares of Common Stock underlying options
held by such persons that are exercisable within 60 days of January 24, 2007,
but excludes shares of Common Stock underlying options held by any other person.
The number of shares of Common Stock outstanding as of January 26, 2007 was
66,088,103 shares of Common Stock and -0- shares of Preferred Stock. Except
as
noted otherwise, the amounts reflected below are based upon information provided
to the Company and filings with the SEC.
|
Name
Beneficial Owner
|
|
Number
of Shares Beneficially owned
|
|
Percentage
of shares outstanding
|
|
Taylor
Moffitt
(1)
|
|
38,234,585
|
|
(1)
|
|
|
|
|
|
|
|
Chris
McGovern
(2)
|
|
38,234,585
|
|
(2)
|
|
|
|
|
|
|
|
Vineyard
Creek Investments, LLC
(3)
|
|
19,499,000
|
|
29.5%
|
|
|
|
|
|
|
|
EE
Forester, LLC
(4)
|
|
8,322,388
|
|
12.6%
|
|
|
|
|
|
|
|
James
Monroe Capital Corp.
(5)
|
|
10,411,470
|
|
15.75%
|
|
|
|
|
|
|
|
John
H. Rivera
(6)
|
|
0
|
|
0%
|
|
|
|
|
|
|
|
All
directors and executive Officers as a group (2 persons)
|
|
38,232,858
(1),
(2)
|
|
57.85%
|
(1)
Taylor
Moffitt serves as Chief Executive Officer and a director of the Company.
Taylor
Moffitt does not own any shares directly, rather all shares are beneficially
owned through his ownership of Vineyard Creek Investments, LLC, James Monroe
Capital Corp and EE Forester, LLC. In addition, Mr. Moffitt’s wife owns 2,000
shares of common stock. The total beneficial ownership listed includes
all
shares owned by the individual entities and his wife, as Mr. Moffitt’s interest
is indivisible from the whole. The percentage ownership is not included
and the
number of shares have not been included in the total to avoid double counting.
(2)
Chris
McGovern serves as President, secretary and treasurer of the Company. Chris
McGovern does not own any shares directly, rather all shares are beneficially
owned through his ownership of Vineyard Creek Investments, LLC, James Monroe
Capital Corp and EE Forester, LLC. In addition, Mr. McGovern’s wife owns 2,000
shares of common stock. The total beneficial ownership listed includes all
shares owned by the individual entities and his wife, as Mr. McGovern’s interest
is indivisible from the whole. The percentage ownership is not included and
the
number of shares have not been included in the total to avoid double
counting.
(3)
Vineyard
Creek Investments, LLC owns a total of 19,499,000 shares of common stock. Both
Taylor Moffitt and Chris McGovern are Managing Members of Vineyard Creek
Investments, LLC. Taylor Moffitt and Chris McGovern own 24.93% and 2.77% of
Vineyard Creek Investments, respectively.
(4)
EE
Forester, LLC owns a total of 8,322,388 shares of common stock. Both Taylor
Moffitt and Chris McGovern are Managing Members of EE Forester, LLC. Taylor
Moffitt and Chris McGovern own 90% and 10% of EE Forester,
respectively.
(5)
James
Monroe Capital Corp. owns a total of 10,411,470 shares of common stock. Taylor
Moffitt and Chris McGovern are the sole officers and directors and majority
shareholders of James Monroe Capital Corp.
(6)
John H.
Rivera joined the Company as a director and Chairman of the Board on January
26,
2007.
OTHER
ACTION
No
other
action was taken or authorized by the stockholders’ written consent to corporate
action to which this Information Statement pertains.
COSTS
OF
INFORMATION STATEMENT
This
Information Statement has been prepared by the Company and its Board of
Directors. The Company will bear the costs of distributing this Information
Statement to stockholders, including the expense of preparing assembling,
printing and mailing the Information Statement. Although there is no formal
agreement to do so, the Company may reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses in forwarding
this Information Statement and related materials to stockholders. The Company
may pay for and use the services of other individuals or companies not regularly
employed by the Company in connection with the distribution of this Information
Statement if the Board of Directors of the Company determines that this is
advisable.
By
Order
of the Board of Directors
/s/
Taylor Moffitt
Taylor
Moffitt, CEO
CERTIFICATE
OF AMENDMENT TO
ARTICLES
OF INCORPORATION
OF
ORIGINALLY
NEW YORK, INC.
(Pursuant
to NRS 78.385 and 78.390 - after Issuance of Stock)
We
the
undersigned do hereby certify that:
1.
The
name
of the corporation is Originally New York, Inc.
2.
Article
1
of the Articles of Incorporation is hereby amended to read as
follows:
“1.
Name
of
Corporation:
Sustainable
Power Corporation”
3.
Article
4
of the Articles of Incorporation is hereby amended to read as
follows:
“4.
Authorized Shares:
The
aggregate number of shares which the corporation shall have authority to issue
shall consist of 2,000,000,000 (two billion) shares of Common Stock having
a
$.001 par value, and 10,000,000 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may be issued from
time
to time without prior approval by the stockholders. The Common and/or Preferred
Stock of the Company may be issued for such consideration as may be fixed from
time to time by the Board of Directors. The Board of Directors may issue such
shares of Common and/or Preferred Stock in one or more series, with such voting
powers, designations, preferences and rights or qualifications, limitations
or
restrictions thereof as shall be stated in the resolution or
resolutions.”
4.
This
amendment to the Articles of Incorporation has been duly adopted in accordance
with the Nevada Revised Statutes.
5.
The
number of shares of the Corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 66,088,103 and that said amendment
has been consented to and approved by a majority vote of the stockholders
holding at least a majority of each class of stock outstanding and entitled
to
vote thereon.
6.
The
number of shares voted for such amendments was 38,232,858 (57.85%).
7.
The
effective date of this Amendment is March 2, 2007.
The
undersigned has signed these Articles on ________, 2007.
By
Order
of the Board of Directors
/s/
Taylor Moffitt
Taylor
Moffitt, CEO