INFORMATION
STATEMENT
NO
VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
Dear Shareholders:
This
Information Statement is furnished by the Board of Directors (the “Board”) of SW CHINA IMPORTS, INC. (the “Company”)
to inform shareholders of the Company of certain actions adopted by the Board and approved by shareholders holding a majority
in interest of the voting power of the Company. This Information Statement will be mailed on approximately June 4, 2014 to shareholders
of record of the Company’s Common Stock as of May 30, 2014 (“Record Date”). Specifically, this Information Statement
relates to the Amendment of the Company’s Articles of Incorporation.
On
May 15, 2014, the Board of Directors approved an amendment to its Articles of Incorporation, changing the Company’s name
to MED-CANNAIS PHARMA, INC. This Information Statement will be sent on or about June 4, 2014 to the Company’s shareholders
of record on the Record Date not solicited for their consent to this corporate action.
This
Information Statement is being furnished to you to inform you of the actions taken as required by rules and regulations of the
Securities and Exchange Commission, and, in addition, to satisfy any requirements of notice under the Nevada Corporation Law.
You are urged to read this Information Statement in its entirety for a description of the actions taken by the Board of Directors
and approved by the majority shareholders of the Company.
The
filing of the Amendment to the Certificate of Incorporation of the Company with the Nevada Secretary of State, which will implement
the foregoing amendments, will not be done until a date which is at least twenty (20) days after the mailing of this Information
Statement. This Information Statement will be sent on or about June 4, 2014 to the Company’s shareholders of record on the
Record Date not solicited for their consent to this corporate action.
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Sincerely,
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/s/ Graciela Moreno
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Graciela Moreno
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President
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This Information
Statement is to inform you of the actions taken by the Board of Directors of the Company and approved by the majority shareholders
of the Company, on May 15, 2014 and to discuss the purposes and reasons for such actions.
PURPOSES
OF AMENDMENT OF CERTIFICATE OF INCORPORATION
We
were incorporated on February 23, 2011 in the State of Nevada. Our original business plan was to import high-end handmade lace
wigs, hairpieces, and other beauty supplies and accessories manufactured overseas into the United States. We intended to sell
our products in bulk to beauty supply stores, hair salons, to independent hair stylists and directly to the retail consumer via
the Internet.
On
April 18, 2014, we entered into a Purchase Agreement with Loe & Associates LLC (“Loe”), a limited liability company
organized under the laws of the State of Washington, in which the Company acquired all the issued and outstanding shares of Loe
in exchange for the issuance of 126,000,000 shares of the Company’s common stock, in restricted form. Loe owns and operates
a medical cannabis collective (Townsend Herbal Collective). The Company plans on opening a second collective in the same general
area of Washington State as the Townsend facility. The expansion will also include a grow facility so that the Company can grow
more of its own product and experiment with different levels of CBD concentration. As part of the Agreement, the Company agreed
to change its name to Med-Cannais Pharma, Inc.
The
filing of a Certificate of Amendment with the Nevada Secretary of State, which will implement the foregoing amendment, will not
be done until a date which is at least twenty (20) days after the mailing of this definitive Information Statement. This Information
Statement will be sent on or about June 4, 2014 to the Company’s shareholders of record on the Record Date not solicited
for their consent to this corporate action.
VOTING
SECURITIES
The
Record Date of shareholders entitled to receive notice of this corporate action by the Company is the close of business on May
30, 2014. The amendment to the Certificate of Incorporation requires the affirmative vote of a simple majority of the issued and
outstanding voting stock. On such date, the Company had issued and outstanding 210,000,000 shares of its Common Stock. Thus, on
the Record Date, there were a total of 210,000,000 shares of common stock votes and the Company has received a majority of such
votes, or 76.16% approving the Amendment. Pursuant to Nevada law, there are no dissenter’s or appraisal rights relating
to the actions taken.
INTEREST
OF CERTAIN PERSONS IN MATTER BEING ACTED UPON
No
director, executive officer, associate of any director or executive officer, or any other person has any substantial interest,
direct or indirect, by security holdings or otherwise, resulting from the amendment to the Certificate of Incorporation described
herein which is not shared by all other shareholders pro rata and in accordance with their respective interests.
STOCK
OWNERSHIP/PRINCIPAL SHAREHOLDERS
The
following table sets forth information regarding the beneficial ownership of shares of the Company’s Common Stock as of
the Record Date by: (i) all shareholders known to the Company to be beneficial owners of more than 5% of the outstanding Common
Stock; (ii) each director and executive officer; and (iii) all officers and directors as a group. Except as may be otherwise indicated
in the footnotes to the table, each person has sole voting power and sole dispositive power as to all the shares shown as beneficially
owned by them.
Name
and Address
|
Number
of Shares Owned as of May 22, 2014
|
Percentage
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Big
Sky Oil, Inc.
12655
N Central Expressway
Suite
1000
Dallas
TX 75243
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159,930,000
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76.16%
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Graciela
Moreno(1)12655 N Central Expressway Suite 100
Dallas
TX 75243
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0
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0.0%
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James
Loe(1)
12655
N Central Expressway
Suite
100
Dallas
TX 75243
|
0
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0.0%
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Cede
& Co
PO
Box 20
Bowling
Green Station
New
York NY 10274
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25,706,501
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12.24%
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Nina
Edstrom
Bergshamra
Alle 105
Solna
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12,903,499
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6.145%
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Officers
and Directors as a group (2 persons)
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0
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0.0%
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(1) Denotes
officer and/or director.
MANAGEMENT/EXECUTIVE
OFFICERS
The
Directors and Executive officers of the Company are identified in the table below. Each Director serves for a one-year term or
until a successor is elected and has qualified. Currently, our Directors are not compensated for their services.
Name
|
Age
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Position
|
|
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Graciela Moreno
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28
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CEO, CFO, Secretary, Director
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James Loe
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30
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Sr. Vice President, COO
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Business
Experience. The following is a brief account of the business experience during at the least the last five years of the directors
and executive officers, indicating their principal occupations and employment during that period, and the names and principal
businesses of the organizations in which such occupations and employment were carried out.
Graciela
Moreno, the Company’s President, CEO, Chief Financial Officer and sole Director.
For the
past four years, Ms. Moreno has been self-employed as a oil and gas consultant with GEM Consulting, LLC, in Dallas, Texas. From
2011 to 2013, Ms. Moreno was an investor relations officer for Arriola Operating & Consulting, Inc., also in Dallas, Texas.
From 2010 until 2011, Ms. Moreno was assistant director of operations for Amercias Response Team Asset Management in Dallas, Texas.
Ms. Moreno has extensive experience in corporate business development, new client systems, and exploration and development in
both the upstream and downstream sectors of the oil and gas industry. The majority of her career has been involved in exploring
new oil and gas resources for major oil and gas companies domestically and internationally. Ms. Moreno attended Loyola Marymount
University and the University of North Texas.
James Loe,
Sr. Vice President, COO.
Mr. Loe
owns and operates a medical cannabis collective (Townsend Herbal Collective). Mr. Loe was an all-state basketball star in high
school and played for Eastern Washington University and Louisiana Tech University, where he studied psychology. He played professionally
in France and Serbia before going into business in Washington State in the Cannabis Collective.
Family Relationships.
There are no family relationships between any of the officers and directors.
COMPENSATION
OF MANAGEMENT
During
the year ended December 31, 2013 and to date for 2014, no officer or director has received compensation from the Company except
as described below. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meeting of the Board of Directors. The Company has no material bonus or profit-sharing plans pursuant
to which cash or non-cash compensation is or may be paid to the Company’s directors or executive officers.
The
Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive
officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from
the resignation, retirement or any other termination of such executive officer’s employment or from a change-in-control
of the Company or a change in such executive officer’s responsibilities following a change-in-control and the amount, including
all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.
During the year ended December 31, 2013, no funds were set aside or accrued by the Company to provide pension, retirement or similar
benefits for Directors or Executive Officers.
The
Company has no written employment agreements.
Termination
of Employment and Change of Control Arrangement. Except as noted herein, the Company has no compensatory plan or arrangements,
including payments to be received from the Company, with respect to any individual names above from the latest or next preceding
fiscal year, if such plan or arrangement results or will result from the resignation, retirement or any other termination of such
individual’s employment with the Company, or from a change in control of the Company or a change in the individual’s
responsibilities following a change in control.
Compensation
Pursuant to Plans. Other than disclosed above, the Company has no plan pursuant to which cash or non-cash compensation was paid
or distributed during the last fiscal year, or is proposed to be paid or distributed in the future, to the individuals and group
described in this item.
AMENDMENT
OF ARTICLES OF INCORPORATION
The
following is the change to the Articles of Incorporation which was recommended by the Company’s Board of Directors and approved
by the shareholder having a majority in interest of the voting power, together with the reasons for such changes:
Change
of Name:
As
part of the Agreement, the Company agreed to change its name to Med-Cannais Pharma, Inc. as being more reflective of the Company’s
proposed business operations as a result of the Agreement, through the development and operation of medical cannabis collectives.
As a result of the name change, the Company may be issued a new trading symbol.
ADDITIONAL
INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
(“SEC”). You may read and copy any reports, statements or other information that we file at the SEC's public reference
rooms, including its public reference room located at 100 F Street, N.E., , Washington, D.C. 20549. You may also obtain these
materials upon written request addressed to the Securities and Exchange Commission, Public Reference Section, 100 F Street, N.E.,
Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on its public reference
rooms. Our public filings are also available at the Internet web site maintained by the SEC for issuers that file electronically
with the SEC through the Electronic Data Gathering, Analysis and Retrieval System (EDGAR) at www.sec.gov.
MISCELLANEOUS
We
request brokers, custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our Common
Stock and we will reimburse such persons for their reasonable expenses in connection therewith.
Additional copies of this Information
Statement may be obtained at no charge by writing to us at our office address, 12655 N. Central Expressway, Suite 100, Dallas
TX 75243
.
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BY ORDER OF THE BOARD OF DIRECTORS
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June 4, 2014
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/s/ Graciela Moreno
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Graciela Moreno, President
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