UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
|
TPreliminary Information Statement
|
o Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5 (d)(2))
|
|
o Definitive Information Statement
|
|
FREEDOM PETROLEUM, INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
|
T
|
|
No fee required.
|
| |
|
|
|
o
|
|
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:
|
| |
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
| |
|
|
|
o
|
|
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:
|
FREEDOM PETROLEUM, INC.
650 Poydras Street, Office 15 Suite 1400
New Orleans LA 70130
INFORMATION STATEMENT
(Preliminary)
May [ ], 2015
NOTICE OF CORPORATE ACTION TAKEN BY WRITTEN CONSENT
OF MAJORITY STOCKHOLDERS WITHOUT SPECIAL MEETING OF THE STOCKHOLDERS
Dear Stockholders:
This Information Statement is first being mailed on or about June 11, 2015 to the holders of record of the common stock, par value $0.0001 per shares of Freedom Petroleum, Inc., a Nevada corporation (“FPET,” “ the Company ,” “ we ” or “ us ”) as of the close of business on June 4, 2015 (the “Record Date”). This Information Statement relates to the following actions to be taken pursuant to the written consent of our stockholders holding of a majority of our voting power (the Written Consent”):
|
1.
|
the approval of an amendment to the Company’s Articles of Incorporation, a copy of which is attached hereto as Appendix A (the “Amendment”) to:
|
|
a.
|
change the Company’s corporate name to Steampunk Wizards, Inc. (the “Name Change”); and,
|
|
b.
|
implement a reverse stock split at 1:2.5 ratio to reduce the current issued and outstanding shares of common stock to approximately 22,181,541 shares (the “Stock Split,” together with the Name Change, the “Corporate Actions”).
|
The accompanying information statement, which describes the Amendment in more detail, is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. Under the Nevada law and our Articles of Incorporation and By-Laws, stockholder actions may be taken by written consent in lieu of a special meeting. Accordingly, the above-described actions by our Board of Directors and written consent of our majority stockholder are sufficient under Nevada law, our Articles of Incorporation and our By-Laws. Accordingly, your consent is not required, and is not being solicited in connection with the approval of the Actions.
Our Board of Directors has fixed the close of business on June 4, 2015 (the “Record Date”) as the record date for the determination of stockholders entitled to notice of the action by written consent. Pursuant to Rule 14c-2 under the Exchange Act, the Amendment, and the resulting Name Change and Stock Split, will not be implemented until at least twenty (20) calendar days after the mailing of this information statement to our stockholders. This information statement will be mailed on or about June 11, 2015 to stockholders of record on June 4, 2015. Therefore, we anticipate that the Corporate Actions will occur on or after July 1, 2015 (the “Effective Date”).
No action is required by you to effectuate this action. The accompanying information statement is furnished only to inform our stockholders of the action described above before it takes effect in accordance with Rule 14c-2 promulgated under the Exchange Act.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE AMENDMENT. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.
|
FOR THE BOARD OF DIRECTORS
|
|
| |
|
| |
|
|
/s/ Anton Lin
|
|
|
|
Anton Lin
CEO and Director
|
|
| |
|
Dated: [ ]
FREEDOM PETROLEUM, INC.
CONCERNING CORPORATE ACTIONS AUTHORIZED BY WRITTEN
CONSENTS OF STOCKHOLDERS
Freedom Petroleum, Inc. (“FPET,” “the Company,” “we” or “us”) is furnishing this information statement to you to provide a description of actions taken by our Board of Directors and by the holders of a majority of our outstanding shares of common stock in accordance with the relevant Nevada law.
This information statement is being mailed on June 11, 2015 to stockholders of record on June 4, 2015 (the “Record Date”). The information statement is being delivered only to inform you of the corporate action described herein before such action takes effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No action is requested or required on your part.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE AMENDMENT. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.
GENERAL INFORMATION
This Information Statement is being mailed or otherwise furnished to our stockholders by the Board to notify the Action that the holder of a majority of our outstanding voting stock have approved by written consent in lieu of a special meeting.
Our Board has determined that the close of business on June 4, 2015 was the record date (“Record Date”) for the stockholders entitled to this notice and Information Statement.
No Appraisal Rights
Under the Nevada Corporate Code dissenting stockholders will not have rights to appraisal in connection with the Action discussed in this Information Statement.
Proxies
No proxies are being solicited.
Information Statement Costs
The cost of delivering this Information Statement, including the preparation, assembly and mailing of the Information Statement, as well as the cost of forwarding this material to the beneficial owners of our capital stock will be borne by us. We may reimburse brokerage firms and others for expenses in forwarding Information Statement materials to the beneficial owners of our capital stock.
Householding of Information Statement
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” information statements. This means that only one copy of our information statement may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of either document to any stockholder upon written or oral request to Hunter Taubman Fischer, LLC on behalf of Freedom Petroleum, Inc. at 1450 Broadway, Floor 26, New York, NY 10018. Any stockholder who wants to receive separate copies of our Information Statement in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the above address.
Stockholders Entitled to Vote
As of June 4, 2015, 55,453,852 shares of our common stock were issued and outstanding. Each share of our common stock is entitled to one vote on all matters submitted to the holders of our common stock for their approval (the holders of common stock as of the Record date sometimes are referred herein as “Stockholders”). The consent of the holders of a majority of the outstanding shares of our common stock (the “Stockholder Approval”) was necessary to authorize the Action.
This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.
APPROVAL OF AUTHORITY TO AMEND THE COMPANY’S
ARTICLES OF INCORPORATION
TO IMPLEMENT A NAME CHANGE & REVERSE STOCK SPLIT AT A RATIO OF 1:2.5
THE NAME CHANGE
In May 2015, the Company's Board of Directors adopted and approved, and the holders of the majority of the Common Stock voting power adopted and approved by Written Consent, an amendment to the Company Articles of Incorporation (as amended, the “Articles of Incorporation”) to change the name of the Company to Steampunk Wizards, Inc. (the “New Name”) to expand the range of business operations that can be associated with our corporate name (the “Name Change").
Purpose
The Board of Directors has deemed it advisable and in the best interests of the Company to amend the Articles of Incorporation as described. The purpose of such authorization is to better position the Company for potential future operations.
As mentioned in our last Quarterly Report on Form 10-Q for the quarter ended January 31, 2015, the Company has been assessing the impact of the fall in oil prices on the sector, and considering the outlook for the sector. Based on such assessments, the Company is considering changing its business operations away from oil and gas production and believes the current corporate name is too tied to those operations. We believe the new name will be better suited for a variety of potential operations. As part of this process, the Company is exploring opportunities in the computer gaming and application industry, although no definitive agreements have been signed and the Company may not pursue or complete any such opportunities.
The Board of Directors has also unanimously authorized and a majority of the Stockholders have also approved by written consent including in the Amendment a provision to implement a reverse stock split at a ratio of 1:2.5. A reverse stock split will reduce the number of outstanding shares of our common stock by reclassifying and converting all outstanding shares of our common stock into a proportionately fewer number of shares of common stock. This action would also result in a relative increase in the available number of authorized but unissued shares of our common stock, because the number of shares authorized for issuance is otherwise unchanged by the split. Each stockholder’s proportionate ownership of the issued and outstanding shares of our common stock would remain the same, however, except for minor changes that may result from additional shares issued in connection with fractional shares. And, with the exception of adjustments for those stockholders with fractional shares, the reverse stock split will not affect any stockholder’s proportional equity interest in the company in relation to other stockholders or rights, preferences, privileges or priorities. Outstanding shares of new common stock resulting from the reverse stock split will remain fully paid and non-assessable.
The Purpose and Reason for a Reverse Stock Split
As of the Record Date, there were 55,453,852 shares of our common stock issued and outstanding. The Reverse Stock Split was proposed to position the Company to take advantage of future business opportunities, including but not limited to, possible acquisitions or financings. Management believes that the current number of shares outstanding is too large based on the Company’s overall size and development stage to allow for effective use of our stock in pursuing such opportunities.
Although the market price per share of our common stock may increase as a result of a reverse split, the effect of the reverse stock split cannot be predicted. There can be no assurance that the market price per share of our common stock after the reverse stock split will rise in proportion to the reduction in the number of shares of our common stock outstanding resulting for a reverse stock split. The market price of our common stock may also be effected by our performance and other factors, some of which may be unrelated to the number of shares outstanding.
Disadvantages of a Reverse Stock Split
Even though the board of directors believes that the potential advantages of a reverse stock split outweigh any disadvantages that might result, the following are the possible disadvantages of a reverse stock split:
| |
(a)
|
A reverse stock split may leave certain stockholders with one or more “odd lots,” which are stock holdings in amounts of less than 60 shares of our common stock. These odd lots may be more difficult to sell than shares of our common stock in even multiples of 60.
|
| |
|
Because a reverse stock split would result in an increased number of authorized but unissued shares of our common stock, it may be construed as having an anti-takeover effect. For example, it may be possible for the board of directors to delay or impede a takeover or transfer of control of by causing such additional authorized shares to be issued to holders who might side with the board of directors in opposing a takeover bid that the Board of Directors determines is not in our best interests or those of our stockholders. The increase in the number of authorized but unissued shares of common stock may therefore have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of unsolicited takeover attempts, the increase in the number of authorized but unissued shares of common stock may limit the ability of our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that otherwise may be available under a merger proposal. The increase in the number of authorized but unissued shares of common stock may have the effect of permitting our current members of management, including our current board members, to retain their position, and place them in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of our business.
|
| |
(c)
|
The increased number of authorized but unissued shares of our common stock could be issued by the Board of Directors without further stockholder approval, which could result in dilution to the current holders of our common stock.
|
Effect of a Reverse Stock Split
The principal effects of the reverse split will be as follows:
Based upon the 55,453,852 shares of common stock outstanding on the Record Date, the reverse split would decrease the outstanding shares of common stock to approximately 22,181,541 shares of common stock issued and outstanding (the exact number of shares outstanding after the reverse split will be determined following the effectiveness of the reverse split since fractional shares shall be rounded up to the nearest whole share).
Following the effectiveness of the reverse split, all of your shares will be represented by a smaller amount of shares. Every 2.5 shares of common stock presently outstanding, without any action on the part of the stockholder, will represent 1 share of common stock.
Subject to the provisions for elimination of fractional shares, as described below, consummation of the reverse split will not result in a change in the relative equity position or voting power of the holders of common stock.
Effect on Outstanding Shares
The rights and preferences of the outstanding shares of the common stock will remain the same once the Amendment occurs. And the new CUSIP number [ ] will apply upon effectiveness of the Amendment and the Reverse Split.
YOU DO NOT HAVE TO RETURN YOUR STOCK CERTIFICATES.
(See, Following the Effective Date – “Exchange of Stock Certificates” below)
Federal Income Tax Consequences of the Reverse Split
The combination of shares of pre-split common stock into one share of post-split common stock should be a tax-free transaction under the Internal Revenue Code of 1986, as amended, and the holding period and tax basis of the pre-split common stock will be transferred to the post-split common stock. This discussion should not be considered as tax or investment advice, and the tax consequences of the reverse split may not be the same for all stockholders. Stockholders should consult their own tax advisors to know their individual Federal, state, local and foreign tax consequences.
Implementing the Corporate Actions
To effect the Name Change and Stock Split, we shall file a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada (the “Amendment”). Although we already filed the Amendment, as permitted by Section 78.390(6), the Amendment shall not be effective until the Effective Date. However, as permitted by Section 78.390(7), our Board of Directors may, by resolution, at any time before the Effective Date, abandon the proposed amendment without further action by the stockholders if the Board then deems the Amendment is not in the best interest of our shareholders.
Following the Effective Date
Exchange of Stock Certificates
Following the Effective Date, the appropriate number of shares based upon the ratio will be automatically combined and changed into the lesser number of shares of common stock and every 2.5 shares of common stock outstanding at that time, without any action on the part of the stockholder, will represent 1 share of common stock and be reflected appropriately on our corporate records. The number of shares of common stock issued and outstanding will then be reduced accordingly. No additional action on our part or any stockholder will be required in order to affect the reverse split. At any time on or after the effective date of reverse split, any stockholder of common stock may, at such holder’s option, exchange his certificates representing shares of common stock held prior to the reverse split for new certificates representing shares of common stock and the Company shall furnish the necessary materials and instructions to enable him to affect such exchange after the effective date; accordingly, new stock certificates physically noting the post reverse split amount shall be issuable upon surrender. Certificates representing shares of old common stock subsequently presented for transfer will not be transferred on our books and records, but we will effect the conversion of the old common stock into shares of new common stock.
No fractional shares of post-reverse split common stock will be issued to any stockholder. In lieu of any such fractional share interest, each holder of pre-reverse common stock who would otherwise be entitled to receive a fractional share of post-reverse common stock will in lieu thereof receive one full share upon surrender of certificates formerly representing pre-reverse common stock held by such holder.
Following the Effective Date, each stock certificate containing the current corporate name will be deemed for all corporate purposes to evidence ownership of the same number of shares, on a post-split basis, of our common stock with the New Name. Until surrendered to our transfer agent, then outstanding certificates retained by shareholders will be deemed for all purposes, including, voting and payment of dividends, if any, to represent the number of whole shares of common stock owned by the shareholders following the Reverse Split and the Name Change.
Outstanding certificates surrendered after the Effective Date will be replaced by certificates representing the number of shares post-split, with the New Name as soon as practicable after the surrender. No service charge will be paid by existing shareholders for the exchange of the shares and the Company will pay all expenses of the exchange and issuance of new certificates.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
INFORMATION ON CONSENTING STOCKHOLDERS
As of the Record Date, we had 55,453,852 shares of common stock entitled to vote. The consenting majority stockholders are the record and beneficial owners of a total of 28,628,852 shares of our common stock, which represents approximately 51.6% of the total number of our voting shares. Pursuant to Nevada law, we have obtained the consent from the majority stockholders and no consideration was paid for the consent. The consenting stockholders' names, affiliation with the Company and beneficial holdings are as follows:
|
|
|
|
|
|
Percentage of
Consenting Shares
|
|
| |
|
|
|
|
|
|
Anton Lin, CEO & Sole Director
|
|
|
28,628,852 |
|
|
|
51.6% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
28,628,852 |
|
|
|
51.6% |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the Record Date, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
|
|
Percentage
of Class(1)
|
|
| |
|
|
|
|
|
|
|
Anton Lin
25883 N Park Ave, Unit A210132,
Elkhart, Indiana 46514
|
|
28,628,852 |
|
|
|
51.6% |
|
| |
|
|
|
|
|
|
|
|
Directors and Executive Officers as a Group (1 person)
|
|
28,628,852
common shares
|
|
|
|
51.6% |
|
EFFECTIVE DATE
Pursuant to Rule 14c-2 under the Exchange Act, the Corporate Actions shall not be effective until a date at least twenty (20) calendar days after the date on which the Definitive Information Statement has been mailed to the Stockholders. The Company anticipates that the actions contemplated hereby will be effected on or about the close of business on July 1, 2015, or as soon thereafter and is practicable.
|
By Order of the Board of Directors
/s/ Anton Lin
Anton Lin
CEO & Director
|
APPENDIX A
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
–Remit in Duplicate–
1. Name of corporation: FREEDOM PETROLEUM, INC.
2. The articles have been amended as follows (provide article numbers, if available):
First. The name of the corporation is Steampunk Wizards, Inc. The authorized capital of the corporation shall be 120,000,000 shares consisting of 100,000,000 shares of common stock, $0.0001 par value and 20,000,000 shares of preferred stock, $0.0001 par value.
Upon the filing and effectiveness (the “Effective Time”) pursuant to the NRS 78.385 and 78.390 of this certificate of amendment to the Articles of Incorporation of the Corporation, each 2.5 shares of the Corporation’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional share interests of Common Stock shall instead have those fractional shares be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the rounding up of fractional share interests as described above.
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: 51.6%.*
4. Effective date of filing (optional): July 2, 2015.
5. Signature (required)
By: /s/ Anton Lin
Authorized Officer
Name: Anton Lin
Title: CEO and Director
*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 remit the proper fees may cause this filing to be rejected.
Tianci (PK) (USOTC:CIIT)
Historical Stock Chart
From Oct 2024 to Nov 2024
Tianci (PK) (USOTC:CIIT)
Historical Stock Chart
From Nov 2023 to Nov 2024
