DGNA PREM 14C 02/27/2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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-6(d)
(2))
[
] Definitive
information statement
Company
Name: DIAGNOSTIC CORP OF AMERICA
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: Common
Stock, $.001 par value.
(2) Aggregate
number of securities to which transaction applies: 50,000,000
shares of Common Stock.
(3) Per
unit
price/underlying value pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed
maximum aggregate value of transaction: N/A
(5) Total
fee
paid: N/A
[
] 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:
Copies
to:
Greentree
Financial Group, Inc.
7951
SW
6th Street, Suite 216
Plantation,
FL 33324
(954)
424-2345 Tel
(954)
424-2230 Fax
DIAGNOSTIC
CORP OF AMERICA
21-Jia
Bei Si Dong Road, Tie Xi Qu
Shen
Yang, P. R. China
February
27, 2007
Dear
Shareholder:
The
enclosed
information statement is being furnished to the shareholders of record on
February 27, 2007, of Diagnostic Corp of America (“DGNA” or “Company”), a
corporation organized under the laws of Delaware, in connection with the
proposal to amend the corporate charter to change the name of the corporation
from Diagnostic Corp of America to NF Energy Saving Corporation of America,
which was approved by action by written consent of a majority of all
shareholders entitled to vote on the record date (the “Name Change Proposal”).
WE
ARE NOT ASKING FOR A PROXY AND
SHAREHOLDERS
ARE NOT REQUESTED TO SEND US A PROXY.
The
board
of directors has fully reviewed and unanimously approved the Name Change
Proposal.
The
holders of approximately 76.48% of DGNA's Common Stock have executed a written
consent in favor of the Name Change Proposal described herein. However, under
federal law this proposal will not be effected until at least twenty (20) days
after a definitive Information Statement has first been sent to shareholders
who
have not previously consented.
By
Order
of the Board of Directors,
/s/Li,
Gang
Li,
Gang
Chief
Executive Officer
Chairman
of the Board of Director
SECURITIES
AND EXCHANGE COMMISSION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
AND
RULE
14C PROMULGATED THERETO
DIAGNOSTIC
CORP OF AMERICA
Contents
Introduction
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4
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Item
1. Information Required by Items of Schedule 14C
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4
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A. No Time, Place or Date for Meeting of Shareholders
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4
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B. Dissenters' Rights
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4
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C. Voting Securities and Principal Holders Thereof
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4
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D. Amendment of Charter - Name Change Proposal
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5
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Reasons and Benefits of the Transaction
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6
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E. Federal Tax Consequences
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6
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Item
2. Statements that Proxies are not Solicited
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6
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Item
3. Interest of Certain Persons
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6
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Item
4. Other and General Information
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7
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Item
5. Documents Incorporated By Reference
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7
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INTRODUCTION
This
information statement is being furnished to all holders of the Common Stock
of
DGNA.
The
Board of
Directors has recommended and the majority shareholders of DGNA have adopted
resolutions to effect the above-listed actions. This Information Statement
is
being filed with the Securities and Exchange Commission and is provided to
the
Company's shareholders pursuant to Section 14(c) of the Securities Exchange
Act
of 1934, as amended.
We
are a
corporation organized under the laws of Delaware. We are a fully-reporting
1934
Act company, with our Common Stock quoted on the Over the Counter Bulletin
Board
(OTCBB), under the symbol "DGNA". Information about us can be found in our
December 31, 2005 Annual Report filed on Form 10-KSB and our September 30,
2006
Quarterly Report filed on Form 10QSB. Additional information about us can be
found in our public filings that can be accessed electronically by means of
the
SEC's home page on the Internet at http://www.sec.gov, or at other Internet
sites such as http://www.freeedgar.com, as well as by such other means from
the
offices of the SEC.
ITEM
1.
INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14C
A.
NO TIME,
PLACE OR DATE FOR MEETING OF SHAREHOLDERS
There
WILL
NOT be a meeting of the shareholders and none is required under applicable
Delaware statutes when an action has been approved by written consent by holders
of a majority of the outstanding shares of our Common Stock. This Information
Statement is first being mailed on or about March 7, 2007 to the holders of
Common Stock as of the Record Date of February 27, 2007.
B.
DISSENTERS' RIGHTS.
DGNA
is
distributing this Information Statement to its stockholders in full satisfaction
of any notice requirements it may have under the Securities and Exchange Act
of
1934, as amended, and the Delaware General Corporation Law. No dissenters'
rights under the Delaware General Corporation Law are afforded to the company's
stockholders as a result of the adoption of this resolution.
C.
THE VOTING
SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF.
Our
Board of
Directors has approved the proposal to amend the corporate charter to change
the
name of the corporation from Diagnostic Corp of America to NF Energy Saving
Corporation of America on January 16, 2007. The action was also approved by
the
written consent of a majority of all shareholders entitled to vote on the record
date. The actual affirmative vote was 76.48% of all shares issued and
outstanding.
The
proposal
is not effective before first, completion of this Section 14(c) compliance,
and
second the mailing or delivery of a definitive Information Statement to
shareholders at least 20 days prior to the date that this corporate action
may
take place.
VOTING
SECURITIES OF THE COMPANY:
As
of
February 27, 2007 (the "Record Date"), DGNA had 31,527,328 shares of Common
Stock issued and outstanding out of 50,000,000 authorized shares of Common
Stock.
Only
holders
of record of the Common Stock at the close of business on the Record
Date were entitled to participate in the written consent of our stockholders.
Each share of Common Stock was entitled to one vote.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The
class of
equity securities of the Company issued and outstanding is Common Stock, $.001
par value. The table on the following page sets forth, as of February 27, 2007,
certain information with respect to the Common Stock beneficially owned by
(i)
each Director, nominee and executive officer of the Company; (ii) each person
who owns beneficially more than 5% of the Common Stock; and (iii) all Directors,
nominees and executive officers as a group. The
percentage of shares beneficially owned is based on there having been 31,527,328
shares of Common Stock outstanding as of February 27, 2007.
OFFICERS,
DIRECTORS AND BENEFICIAL OWNERS, AS OF FEBRUARY 27, 2007
NAME
AND ADDRESS OF BENEFICIAL OWNERS
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NO. COMMON SHARES
BENEFICIALLY OWNED
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PERCENTAGE OF
SHARES
BENEFICIALLY
OWNED
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Li,
Gang
118
Guangyu Street, Yinzhou Dist.
Tie
Ling City, Liaoning Province,
P.
R. China 112000
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18,291,429
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58.02%
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Wang,
Li Hua
2-jia,
Qi Wei Rd., He Ping Qu, Ste. 2-501
Shen
Yang City, Liaoning Province,
P.
R. China 110005
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5,820,000
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18.46%
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All
officers and directors as a group (three persons)
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24,111,429
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76.48%
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D.
AMENDMENT
OF CHARTER - NAME CHANGE PROPOSAL.
The
proposal
to amend the corporate charter to change the name of the corporation to NF
Energy Saving Corporation of America, was approved by the action of a majority
of all shareholders entitled to vote on the record date and by the Company's
Board of Directors. The amendment to the Charter will take effect no sooner
than
March 5, 2007.
REASONS
FOR
AMENDMENT. We believe that the new name will provide a more accurate description
of our current operations and to be consistent with our marketing efforts in
the
valve production industry.
E.
FEDERAL
TAX CONSEQUENCES.
There
are no
tax consequences to the Name Change Proposal.
F.
APPROVAL
REQUIRED
Pursuant
to
Delaware General Corporation Law, the approval of a majority of the outstanding
stock entitled to vote is necessary to approve the proposed amendment. As
discussed above, the holders of the majority of our Common Stock have consented
to this amendment.
ITEM
2.
STATEMENTS THAT PROXIES ARE NOT SOLICITED.
WE
ARE NOT ASKING FOR A PROXY AND SHAREHOLDERS ARE
NOT
REQUESTED TO SEND US A PROXY.
ITEM
3.
INTEREST OF CERTAIN PERSONS.
Set
forth
below are the substantial interests, direct or indirect, by security holdings
or
otherwise, of each person who has been a director or officer of the Company
at
any time since the beginning of the last fiscal year in the matters that action
was taken upon by Majority Shareholder Action as described in this Information
Statement on Schedule 14C:
OFFICERS,
DIRECTORS AND BENEFICIAL OWNERS, AS OF FEBRUARY 27, 2007
NAME
AND ADDRESS OF BENEFICIAL OWNERS
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NO. COMMON SHARES
BENEFICIALLY OWNED
|
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PERCENTAGE OF
SHARES
BENEFICIALLY
OWNED
|
|
Li,
Gang
118
Guangyu Street, Yinzhou Dist.
Tie
Ling City, Liaoning Province,
P.
R. China 112000
|
|
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18,291,429
|
|
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58.02%
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Wang,
Li Hua
2-jia,
Qi Wei Rd., He Ping Qu, Ste. 2-501
Shen
Yang City, Liaoning Province,
P.
R. China 110005
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5,820,000
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18.46%
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All
officers and directors as a group (three persons)
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24,111,429
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76.48%
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ITEM
4.
OTHER AND GENERAL INFORMATION.
Our
Annual
Report on Form 10-KSB, for the year ended December 31, 2005, including audited
financial statements as of that date, and our Quarterly Report on Form 10QSB,
for the quarter ended September 30, 2006, are available on request. Further
information is available by request or can be accessed on the Internet. We
are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and in accordance therewith file annual and quarterly reports,
proxy statements and other information with the Securities Exchange Commission.
Reports, proxy statements and other information filed by DGNA can be accessed
electronically by means of the Security Exchange Commission's home page on
the
Internet at http://www.sec.gov or at other Internet sites such as
http://www.freeedgar.com or http://www.otcbb.com.
You
can read
and copy any materials that we file with the Securities Exchange Commission
at
the Securities Exchange Commission's Public Reference Room at 100 F Street,
N.E., Washington D.C. 20549. A copy of any public filing is also available,
at
no charge, from the Company.
ITEM
5.
DOCUMENTS INCORPORATED BY REFERENCE.
(a)
The
Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005 is
hereby incorporated by reference.
(b)
The
Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30,
2006 is hereby incorporated by reference.
DIAGNOSTIC
CORP OF AMERICA
By:
/s/Li, Gang
Li, Gang
Chief Executive Officer
Chairman of the Board of Director
Dated:
February 27, 2007
By
the
order of the Board of Directors
By:
/s/Li, Gang
Li, Gang
Chief Executive Officer
Chairman of the Board of Director
By:
/s/Wang, Lihua
Wang, Lihua
Director
By:
/s/Li, Hong
Li, Hong
Director