Form DEF 14C Home System Group

Definitive information statements

What is Form DEF 14C?
  • Accession No.: 0001144204-06-037572 Act: 34 File No.: 000-49770 Film No.: 061081611
  • CIK: 0001172319
  • Submitted: 2006-09-08
  • Period of Report: 2006-09-28

DEF 14C TXT

v052408_def14c.txt

                                                                  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

                        Supreme Realty Investments, Inc.
                  (Name of Registrant As Specified In 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 on 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:

<PAGE>

                        SUPREME REALTY INVESTMENTS, INC.
                 No. 5A, Zuanshi Ge, Fuqiang Yi Tian Ming Yuan,
                      Fu Tian Qu, Shenzhen City, P.R. China

             ------------------------------------------------------

                              INFORMATION STATEMENT

             ------------------------------------------------------

         This information statement pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, and Regulation 14C and Schedule 14C thereunder
(the "Information Statement") will be mailed on or about September 8, 2006 to
the stockholders of record as of August 30, 2006 (the "Record Date") of Supreme
Realty Investments, Inc., a Nevada corporation (the "Company") in connection
with certain actions to be taken pursuant to the written consent of the
stockholders of the Company holding a majority of the outstanding shares of
common stock, dated as of August 23, 2006.

         The actions to be taken pursuant to the written consent shall be taken
on or about September 28, 2006, 20 days after the mailing of this information
statement.

         THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.




                                By Order of the Board of Directors,

                                /s/ Li Wei Qui
                                -----------------------------------------
                                Li Wei Qui
                                Chairman of the Board





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                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY



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<PAGE>

              NOTICE OF ACTIONS TO BE TAKEN PURSUANT TO THE WRITTEN
                CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE
              OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY IN
                          LIEU OF A SPECIAL MEETING OF
                     THE STOCKHOLDERS, DATED AUGUST 23, 2006

To Our Stockholders:

         NOTICE IS HEREBY GIVEN that the following actions will be taken
pursuant to the written consent of stockholders holding a majority of the
outstanding shares of common stock dated August 23, 2006, in lieu of a special
meeting of the stockholders. Such action will be taken on or about September 28,
2006:

         1. The articles of incorporation of the Company, as amended (the
"Articles of Incorporation"), will be amended to change the Company's name from
"Supreme Realty Investments, Inc." to "Home System Group."


                      OUTSTANDING SHARES AND VOTING RIGHTS

         As of the Record Date, the Company's authorized capitalization
consisted of 200,000,000 shares of common stock ("Common Stock"), of which
14,753,987 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 stockholders. However, because stockholders holding at
least a majority of the voting rights of all outstanding shares of capital stock
as at the Record Date have voted in favor of the foregoing proposals by
resolution dated August 23, 2006; and having sufficient voting power to approve
such proposals through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information Statement.

         Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on September 28, 2006.

         The Company has asked 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.


                   AMENDMENT TO THE ARTICLES OF INCORPORATION

         On August 22, 2006, the board of directors of the Company (the "Board
of Directors") and on August 23, 2006, the stockholders of the Company holding a
majority of the outstanding shares of common stock of the Company approved an
amendment to the Articles of Incorporation to change the Company's name from
Supreme Realty Investments, Inc. to Home System Group. A copy of the Certificate
of Amendment to the Articles of Incorporation is annexed hereto as Appendix A.

                        THE CHANGE OF THE COMPANY'S NAME

         The amendments to the Articles of Incorporation will change the
Company's name from Supreme Realty Investments, Inc. to Home System Group. The
Company is changing its name in connection with the recent merger completed by
the Company.

<PAGE>
                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information, as of August 18, 2006,
concerning shares of common stock of the Company, the only class of its
securities that are issued and outstanding, held by (1) each stockholder known
by the Company to own beneficially more than five percent of the common stock,
(2) each director of the Company, (3) each executive officer of the Company, and
(4) all directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>
                                                                Amount and Nature         Percentage
Name and Address of Beneficial Owner(1)                      of Beneficial Ownership  of Common Stock(2)
--------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                     <C>
Li Wei Qiu                                                          2,080,000               14.1%
--------------------------------------------------------------------------------------------------------
Cheung Kin Wai                                                      1,600,000               10.8%
--------------------------------------------------------------------------------------------------------
Liu Jing                                                                0                     0
--------------------------------------------------------------------------------------------------------
Zujun Xu                                                             882,100                  6%
--------------------------------------------------------------------------------------------------------
Yujiao Xiong                                                         825,000                 5.6%
--------------------------------------------------------------------------------------------------------
Chaohui Wu                                                           825,000                 5.6%
--------------------------------------------------------------------------------------------------------
Pingxin Liu                                                          825,000                 5.6%
--------------------------------------------------------------------------------------------------------
Bo Chen                                                              825,000                 5.6%
--------------------------------------------------------------------------------------------------------
Youming Xiong                                                        825,000                 5.6%

All directors and executive officers as a group (3 persons)         3,680,000               24.9%
--------------------------------------------------------------------------------------------------------
</TABLE>

(1) Unless otherwise indicated in the footnotes to the table, each stockholder
    shown on the table has sole voting and investment power with respect to the
    shares beneficially owned by him or it. Percentages of less than one percent
    have been omitted from the table.
(2) Percentage based upon 14,753,987 shares of Common Stock of the Company
    outstanding as of August 18, 2006.

                         CHANGE IN CONTROL ARRANGEMENTS

         On August 4, 2006, the Company entered into an agreement and plan of
merger with XY Acquisition Corporation ("XY"), Home System Group, Inc. ("HSG"),
Cheung Kin Wai, Li Wei Qiu, Ye Bo Quan, Li Shu Bo, Huang Jian Wei, Value Global
International Limited, Simple (Hong Kong) Investment & Management Company
Limited, First Capital Limited, Shenzhen Dingyi Investment Company Limited,
China US Bridge Capital Limited (the "Merger Agreement").

         Under the Merger Agreement, in exchange of surrendering their shares in
HSG, the HSG Shareholders received only stock consideration. The stock
consideration consisted of 8,000,000 newly issued shares of the Company's common
stock, which were divided proportionally among the HSG Shareholders in
accordance with their respective ownership interests in HSG immediately before
the completion Merger Transaction.

         Immediately prior to the closing of the Transaction, Zujun Xu served as
the sole member of the Board of Directors. Pursuant to the terms and conditions
set forth in the Merger Agreement, immediately following the closing of the
Transaction, (1) Li Wei Qiu and Cheung Kin Wai were appointed to the Board of
Directors, (2) Zujun Xu tendered an undated resignation from the Board of
Directors, with the understanding that such resignation would be accepted at a
future date, to be determined by HSG, after the closing of the Transaction, and
(3) the parties agreed to appoint Li Wei Qiu and Cheung Kin Wai, to the Board of
Directors at a future date to be determined.

<PAGE>

         With the completion of the Transaction, the appointment of Li Wei Qiu
and Cheung Kin Wai to the Board of Directors and the resignation of Zujun Xu
from the Board of Directors, there will be no arrangements that would result in
a change in control of the Company.




                             ADDITIONAL INFORMATION

         The Company will provide upon request and without charge to each
stockholder receiving this Information Statement a copy of the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2005, including the
financial statements and financial statement schedule information included
therein, as filed with the Securities and Exchange Commission. The Annual Report
is incorporated in this Information Statement. 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,


                                ------------------------------------------
                                Li Wei Qiu
                                Chairman of the Board

<PAGE>
                                   APPENDIX A

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

                            Certificate of Amendment
                       (PURSUANT TO NRS 78.385 and 78.390)


Important: Read attached instructions before completing form.
                                              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: _Supreme Realty Investments, Inc._____________________

2. The articles have been amended as follows (provide article numbers, if
available): _______Article I is hereby amended to read as follows:______________
________________________________________________________________________________
_________"Article I.  The name of the Corporation is Home System Group"_________
________________________________________________________________________________

3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least 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: 14,382,113_____________.*

4. Effective date of filing (optional):

________________________________________________________________________________
(must not be later than 90 days after the certificate is filed)

5. Officer Signature (required):

________________________________________________________________________________


*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 AM
78.385 Amend 2003 Revised on: 09/29/05
                                      
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