INFORMATION
STATEMENT
August
__, 2019
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING
WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
INTRODUCTION
This
information statement on Schedule 14C (this “Information Statement”) is first being sent on or about August __, 2019
to the holders of record as of the close of business on August __, 2019 (the “Record Date”), of shares of common stock,
$0.00001 par value per share (the “Common Stock”), of 12 ReTech Corp., a Nevada corporation (“12 ReTech”,
the “Company”, “we” or “us”).
This
Information Statement is to notify such stockholders that, on June 28, 2019, we received the approval, via a written consent in
lieu of a meeting of stockholders, of the holders of a majority of the voting power of the Company (the “Consenting Stockholders”),
representing approximately 80.45% of the voting power of the Company on the Record Date, approving the following:
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An
Amendment to the Articles of Incorporation approved via written consent by the Consenting Stockholders, to authorize the Board
to take all steps necessary to effect, at any time prior to the one-year anniversary of the date of the written consent, a
reverse stock split of all outstanding shares of our common stock at an exchange ratio of one-for-one hundred (1:100)
shares (the “Outstanding Reverse Split”); And/Or
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An
Amendment to our Articles of Incorporation, as amended, to authorize the Board to take all steps necessary to effect at any
time prior to the one-year anniversary of the date of written consent, an increase in our authorized shares of Common Stock
from 8,000,000,000 common shares to an amount that could be as many as 20,000,000,000 common shares (the “Authorized
Share Increase”)
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The
Outstanding Reverse Split (the “Proposal #1”) was approved by our Board of Directors on July 17, 2019 by unanimous
written consent in lieu of meeting.
The
Authorized Share Increase (the “Proposal #2”) was approved by our Board of Directors on July 17, 2019 by unanimous
written consent in lieu of meeting.
The
Board may proceed with Proposal #1, the amendment to our Articles of Incorporation for a 1 for 100 reverse split before proceeding
with Proposal #2, the amendment to our Articles of Incorporation to increase our authorized common shares which may be postponed
for up to 12 months from the date of the filing of the amendment for the reverse split.
This
Information Statement is first being mailed or furnished to our stockholders on or about August __, 2019. Both Proposals will
not occur until at least 20 days after such date.
This
Information Statement is being provided to you pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. It
contains a description of the Proposal covered by the Information Statement. We encourage you to read the Information Statement
thoroughly. You may also obtain information about us from publicly-available documents filed with the SEC.
Our
stockholders will not be entitled to any rights of appraisal under Nevada law or otherwise with respect to the approval and implementation
of the Proposal.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
SUMMARY
INFORMATION
The
purpose of the Amendment to the Articles of Incorporation is to authorize the Board to take all steps necessary to effect, at
any time prior to the one-year anniversary of the date of the written consent, a reverse stock split of all outstanding shares
of our common stock at an exchange ratio of up to one-for-three hundred (1:300). The following is Summary Information regarding
the Amendment. This summary does not contain all of the information that may be important to you. You should read in their entirety
this Information Statement and the other documents included or referred to in this Information Statement in order to fully understand
the matters discussed in this Information Statement.
Why
am I receiving this Information Statement?
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It
is for your information only. The Amendment to our Articles of Incorporation was approved on June 28, 2019 by written consent
of the holders of approximately 80.45% of our voting power. In order to avoid costs, we did not solicit consents from all
our stockholders in connection with the approval of the Amendment. Under these circumstances, federal securities laws require
us to furnish you with this Information Statement at least 20 calendar days before effecting the Amendment(s)
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Why
was the Amendment to the Articles of Incorporation adopted?
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The
Amendment(s) to the Articles of Incorporation was adopted for the principal purpose of reducing the outstanding Common Stock
of the Company and/or increasing the authorized Common Stock of the Company.
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Am
I being asked to approve the
Amendment
to the Articles of Incorporation?
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No.
The Amendment(s) to the Articles of Incorporation has already been approved by the holders of a majority of our voting power.
No further stockholder approval of the Amendment(s) to the Articles of Incorporation is required.
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What
will the Amendment to the Articles of Incorporation do?
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The
Amendment, if effected will decrease our Outstanding Common Stock in a Ratio of as much
as 1-for-one hundred. (ie. 100 common shares become 1 common share)
And/Or
The
Amendment, if effected will increase our authorized Common Stock from 8.000.000.000 common shares up to an amount that
could be as many as 20,000,000,000 common shares.
We
currently have 8,000,000,000 shares of Common Stock authorized for issuance, of which 2,028,570,765 shares of Common Stock
are outstanding and the remaining 5,971,429,235 shares of Common Stock are available for issuance. We also have authorized
50,000,000 shares of Preferred Stock of which certain series have been designated and are outstanding as set forth below.
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PROPOSALS:
APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION
REQUIRED
VOTE; OUTSTANDING SHARES AND VOTING RIGHTS
Description
of Securities
Pursuant
to our Articles of Incorporation, as amended and restated to date (“Amended and Restated Articles of Incorporation”),
our authorized capital stock consists of Eight Billion Fifty Million (8,050,000,000) shares, comprised of (a) Eight Billion (8,000,000,000)
shares of Common Stock, par value $0.00001 per share (the “Common Stock”) and (b) fifty million (50,000,000) shares
of Preferred Stock, par value $0.00001 per share (the “Preferred Stock”). The Preferred Stock is currently designated
into four (4) Series: Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock,
as follows:
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Series
A Preferred Stock which consists of ten million (10,000,000) shares authorized of which five million (5,000,000) are issued
and outstanding;
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Series
B Preferred Stock which consists of one million (1,000,000) shares authorized of which zero (0) are issued and outstanding;
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Series
C Preferred Stock which consists of two (2) shares authorized one (1) of which are issued and outstanding; and
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Series
D Preferred Stock which consists of ten million (10,000,000) shares of stock that are designated as “Blank Check Preferred”
allowing the Board of Directors to set the rights privileges and voting as determined by the Board of Directors as well as
dividing this Series into other series as the need may arise, of which (i) 311,250 are designated as “Series D-1 Preferred
Stock” of which 0 are currently issued and outstanding, (ii) 2,500,000 are designated as “Series D-2 Preferred
Stock” of which 947,399 are currently issued and outstanding, (iii) 200,000 are designated as “Series D-3 Preferred
Stock” of which 54,850 are currently issued and outstanding, (iv) 1,000,000 are designated as “Series D-5 Preferred
Stock” of which 120,088 are currently issued and outstanding and (v) 1,000,000 are designated as “Series D-6 Preferred
Stock” of which 56,600 are currently issued and outstanding.
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Common
Stock
As
of the Record Date, we had 2,028579,765 of Common Stock issued and outstanding, held by approximately 1,270 stockholders of record.
Each
share of Common Stock shall have, for all purposes, one (1) vote per share. Subject to the preferences applicable to Preferred
Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions
in cash, property or shares of stock of the Company as may be declared thereon by the Board of Directors from time to time out
of assets or funds of the Company legally available therefore. The holders of Common Stock issued and outstanding have and possess
the right to receive notice of stockholders’ meetings and to vote upon the election of directors or upon any other matter
as to which approval of the outstanding shares of Common Stock or approval of the common stockholders is required or requested.
Except
as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of Common
Stock, all rights to vote and all voting power shall be vested in the holders of Common and Preferred Stock. Each share of Common
Stock shall entitle the holder thereof to one vote.
Series
A Preferred Stock
The
total number of shares of Series A Preferred Stock this Corporation is authorized to issue is Ten Million (10,000,000), with a
stated par value of $0.00001 per share.
The
Holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying (a) the number
of shares of Series A Preferred Stock held by such holder; and, by 20. With respect to any stockholder vote, such holder shall
have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled,
notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation,
and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common
Stock have the right to vote. The holders of Series A Preferred Stock shall vote together with all other classes and series of
common and preferred stock of the Company as a single class on all actions to be taken by the Common Stock stockholders of the
Company, except to the extent that voting as a separate class or series is required by law.
In
addition to any other rights provided by law, at any time any shares of Series A Preferred Stock are outstanding, as a legal party
in interest, the Company, through action directly initiated by the Company’s Board of Directors or indirectly initiated
by the Company’s Board of Directors through judicial action or process, including any action by the shareholders of the
Company’s Common Stock, shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, take
any of the following actions without first obtaining the affirmative written consent of 100% of the Series A Holders:
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(a)
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Increase
or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Preferred Stock;
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(b)
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Effect
an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock, but excluding a stock split
or reverse stock split of the Company’s Common Stock or Preferred Stock;
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(c)
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Effect
an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series
A Preferred Stock;
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(d)
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Alter
or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares
of such series, including the rights set forth in this Designation;
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(e)
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Amend,
alter or repeal any provision of the Articles of Incorporation or Bylaws of the Company; or
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(f)
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Designate
any new class of preferred stock, nor sell or issue in any way, shape or form, any additional shares of preferred stock other
than shares in those classes of preferred stock already so designated as of the date hereof, including but not limited to,
any shares of preferred stock which are, as of the date hereof authorized but of which no shares are issued or outstanding.
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Series
B Preferred Stock
The
total number of shares of Series B Preferred Stock this Corporation is authorized to issue is One Million (1,000,000), with a
stated par value of $0.00001 per share.
Series
B Preferred Stock shall be non-voting on any matters requiring stockholder vote. However, so long as any shares of Series B Preferred
Stock are outstanding, the Company will not, without the affirmative approval of the Holders of a majority of the shares of Series
B Preferred Stock then outstanding (voting as a class):
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(i)
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alter
or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate
of Designations,
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(ii)
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authorize
or create any class of stock ranking as to distribution of dividends senior to the Series B Preferred Stock,
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(iii)
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amend
its articles of incorporation or other charter documents in breach of any of the provisions hereof,
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(iv)
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increase
the authorized number of shares of Series B Preferred Stock,
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(v)
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liquidate,
dissolve or wind-up the business and affairs of the Company, or effect any Deemed Liquidation Event (as defined below), or
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(vi)
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enter
into any agreement with respect to any of the foregoing.
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Series
C Preferred Stock
The
total number of shares of Series C Preferred Stock this Corporation is authorized to issue is two (2) shares, with a stated par
value of $0.00001 per share.
Each
issued and outstanding shares of Series C Preferred Stock shall be entitled to One Billion (1,000,000,000) votes at each meeting
of stockholders of the Company with respect to any and all matters presented to the stockholders of the Company for their action
or consideration (by vote or written consent). Holders of shares of Series C Preferred Stock shall vote together with the holders
of Common Shares as a single class.
Series
D Preferred Stock
The
total number of shares of Series D Preferred Stock this Company is authorized to issue is ten million (10,000,000) shares, with
a stated par value of $0.00001 per share with such powers, preferences, rights and restrictions which shall be determined by the
Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval
of the stockholders of the Company.
Series
D-1 Preferred Stock
The
total number of shares of Series D-1 Preferred Stock this Company is authorized to issue 311,250 shares, with a par value of $0.00001
per share and a stated value of $2.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole, of
which Series D-1 is a subset, has such powers, preferences, rights and restrictions which shall be determined by the Company’s
Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the stockholders
of the Company.
Series
D-1 Preferred Stock shall be non-voting except on certain major corporate actions or as required by law. In the event of such
a right to vote, each holder of Series D-1 Preferred Stock shall have the right to the number of votes equal to the number of
conversion shares then issuable upon conversion of the Series D-1 Preferred Stock held by such holder.
Series
D-2 Preferred Stock
The
total number of shares of Series D-2 Preferred Stock this Company is authorized to issue 2,500,000 shares, with a par value of
$0.00001 per share and a stated value of $2.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole,
of which Series D-2 is a subset, has such powers, preferences, rights and restrictions which shall be determined by the Company’s
Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the stockholders
of the Company.
Series
D-2 Preferred Stock shall be non-voting except on certain major corporate actions or as required by law. In the event of such
a right to vote, each holder of Series D-2 Preferred Stock shall have the right to the number of votes equal to the number of
conversion shares then issuable upon conversion of the Series D-2 Preferred Stock held by such holder.
Series
D-3 Preferred Stock
The
total number of shares of Series D-3 Preferred Stock this Company is authorized to issue 500,000 shares, with a par value of $0.00001
per share and a stated value of $5.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole, of
which Series D-3 Preferred Stock is a subset, has such powers, preferences, rights and restrictions which shall be determined
by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval
of the stockholders of the Company.
Series
D-3 Preferred Stock shall be non-voting except as required by law. In the event of such a right to vote, each holder of Series
D-3 Preferred Stock shall have the right to the number of votes equal to the number of conversion shares then issuable upon conversion
of the Series D-3 Preferred Stock held by such holder.
Series
D-5 Preferred Stock
The
total number of shares of Series D-5 Preferred Stock this Company is authorized to issue 1,000,000 shares, with a par value of
$0.00001 per share and a stated value of $4.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole,
of which Series D-5 Preferred Stock is a subset, has such powers, preferences, rights and restrictions which shall be determined
by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval
of the stockholders of the Company. Series D-5 Preferred Stock shall be non-voting except as required by law.
Series
D-6 Preferred Stock
The
total number of shares of Series D-6 Preferred Stock this Company is authorized to issue 1,000,000 shares, with a par value of
$0.00001 per share and a stated value of $5.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole,
of which Series D-6 Preferred Stock is a subset, has such powers, preferences, rights and restrictions which shall be determined
by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval
of the stockholders of the Company. Series D-6 Preferred Stock shall be non-voting except as required by law.
Action
by Written Consent; Vote Required
Under
the Nevada Revised Statutes (“NRS”), unless otherwise provided in the articles of incorporation or the bylaws, any
action that may be taken at a meeting of stockholders also can be taken without such meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding shares
holding at least a majority of the voting power. Our Articles of Incorporation do not limit, prohibit, restrict or otherwise qualify
the use of this procedure. Further, Article I, Section 7 of our Bylaws specifically permits actions to be taken by written consent
in lieu of a meeting in the manner set forth in the NRS and Bylaws.
Further,
unless the NRS or the articles of incorporation of a corporation requires a greater number of votes, matters submitted to stockholders
generally require the approval of a majority of the outstanding shares at a meeting when a quorum is present. The NRS requires
the approval of the holders of outstanding shares holding at least a majority of the voting power in order to amend a Nevada corporation’s
articles of incorporation, unless the articles of incorporation require a greater vote to take such action. Our Articles of Incorporation
do not require a greater vote to take such action. Accordingly, because the Proposal requires an amendment to our Articles of
Incorporation, the approval of the Proposal requires the receipt of the written consent of the holders of at least a majority
of the outstanding voting power of the Company as of the Record Date.
Notice
of Action by Written Consent
The
Company is required to provide prompt notice of the taking of corporate action without a meeting to the stockholders of record
who have not consented in writing to such action. This Information Statement is intended to provide such notice. No appraisal
rights are afforded to stockholders of the Company under the laws as a result of the approval of the Proposal.
No
Cumulative Voting
Except
as may be provided by the resolutions of the Board of Directors authorizing the issuance of Common Stock, cumulative voting by
any stockholder is expressly denied.
CONSENTING
STOCKHOLDERS CONSENT
The
Consenting Stockholders holding more than a majority of the voting power of the Company executed and delivered to us a written
consent, effective as of June 28, 2019 authorizing the Proposals. As of the Record Date, the Consenting Stockholders held shares
representing approximately 80.45% of the voting power of the Company. The Consenting Stockholders voted all of their shares to
approve the Proposals.
Taking
action by written consent of the Consenting Stockholders has eliminated the costs and management time that would have otherwise
been necessary to hold a special meeting of stockholders and will permit the Company to effect the Proposals as early as possible
in order to accomplish the purposes of the Company, as hereafter described.
DESCRIPTION
OF THE OUTSTANDING REVERSE SPLIT OF COMMON STOCK
General
Our
Board of Directors and the Consenting Stockholders have approved the Outstanding Reverse Split proposal and have authorized the
Company to effect a Amendment to the Articles of Incorporation to effect the Outstanding Reverse Split and/or effect the Authorized
Share Increase.
Background;
Reasons for the Outstanding Reverse Split
The
Outstanding Reverse Split is intended to allow the Company to maintain legal compliance with outstanding debt instruments (including
the obligation to maintain adequate share reserves), generally to continue its microbrand rollup acquisition strategy and for
general corporate purposes.
The
Company’s Common Stock is quoted on the OTC Marketplace under the symbol “RETC” and the last reported closing
price of the Common Stock on July 18, 2019 was $0.0002 per share.
The
par value of the Common Stock will remain unchanged at $0.00001 per share and the Outstanding Reverse Split will change the number
of outstanding shares of Common Stock under the Articles of Incorporation. Accordingly, the Outstanding Reverse Split will have
the effect of reducing the outstanding shares of our Common Stock and increasing the per share outstanding price of our Common
Stock. Although at present we have no current plans, arrangements or understandings providing for the issuance of the additional
shares of Common Stock that would be made available for issuance upon effectiveness of the Outstanding Reverse Split (aside from
shares issuable pursuant to existing convertible debt), such additional shares may be used by us for various purposes in the future
without further stockholder approval. Other purposes may include, among other things:
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the
sale of shares to raise additional capital;
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the
issuance of equity incentives to our employees, officers or directors;
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establishment
of strategic relationships with other companies and suppliers; and
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acquisition
of other businesses or products.
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Aside
from managing its convertible debt instruments and corresponding share reserves, the Board of Directors is not implementing the
Outstanding Reverse Split in anticipation of any specific future transaction or series of transactions. Further, the Board of
Directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private
transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act.
Background;
Reasons for the Authorized Share Increase
The
Authorized Share Increase is intended to allow the Company to maintain legal compliance with outstanding debt instruments (including
the obligation to maintain adequate share reserves), continue its microbrand rollup acquisition strategy, and for general corporate
purposes.
The
Company’s Common Stock is quoted on the OTC Marketplace under the symbol “RETC” and the last reported closing
price of the Common Stock on July 18, 2019 was $0.0002 per share.
The
par value of the Common Stock will remain unchanged at $0.00001 per share and the Authorized Share Increase will not change the
number of outstanding shares of Common Stock under the Articles of Incorporation. Accordingly, the Authorized Share Increase will
have the effect of creating additional authorized and unreserved shares of our Common Stock. Although at present we have no current
plans, arrangements or understandings providing for the issuance of the additional shares of Common Stock that would be made available
for issuance upon effectiveness of the Authorized Share Increase (aside from shares issuable pursuant to existing convertible
debt), such additional shares may be used by us for various purposes in the future without further stockholder approval. Other
purposes may include, among other things:
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the
sale of shares to raise additional capital;
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the
issuance of equity incentives to our employees, officers or directors;
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establishment
of strategic relationships with other companies and suppliers; and
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acquisition
of other businesses or products.
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Aside
from managing its convertible debt instruments and corresponding share reserves, the Board of Directors is not implementing the
Authorized Share Increase in anticipation of any specific future transaction or series of transactions. Further, the Board of
Directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private
transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act.
Vote
Required
We
have obtained approval to effect either the Outstanding Reverse Split and/or the Authorized Share Increase through the written
consent of the Consenting Stockholders. Therefore, a special meeting of our stockholders to approve the either the Outstanding
Reverse Split and/or the Authorized Share Increase will not take place for this purpose.
Material
Effects of the Outstanding Reverse Split
The
principal effect of the Outstanding Reverse Split will be to decrease the number of outstanding shares. As a result, stockholders
should recognize that once the Outstanding Reverse Split is effected, they will own a lesser amount of shares that they currently
own. However, the Outstanding Reverse Split will affect all stockholders uniformly excepting those shareholders who own less than
100 common shares. For stockholders holding greater than 100 shares, this action will not affect those stockholder’s percentage
ownership interest in the Company. Proportionate voting rights and other rights and preferences of the holders of Common Stock
will not be affected by the Outstanding Reverse Split. For example, a holder of 2% of the outstanding shares of Common Stock immediately
prior to the Outstanding Reverse Split would continue to hold 2% of the outstanding shares of Common Stock immediately after the
Outstanding Reverse Split. The number of stockholders of record also will not be affected by the Outstanding Reverse Split.
The
Company is subject to the periodic reporting and other requirements of the Securities Exchange Act. The Outstanding Reverse Split
will not affect the registration of the Common Stock under the Securities Exchange Act and the Common Stock will continue to be
reported on the OTC exchanges.
Effect
on Fractional Stockholders
Stockholders
will not receive fractional shares in connection with the Outstanding Reverse Split and the Company will not be paying any cash
to any stockholders for any fractional shares from the Outstanding Reverse Split.
Effect
on Registered and Beneficial Stockholders
Following
the Outstanding Reverse Split, the Company intends to treat stockholders holding the Common Stock in “street name,”
through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names.
Stockholders who hold their shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged
to contact their nominees.
Certain
Risk Factors Associated with the Outstanding Reverse Split
In
evaluating the Outstanding Reverse Split proposal, the Board of Directors also took into consideration negative factors associated
with reverse splits. These factors included the negative perception of reverse splits by some investors, analysts and other stock
market participants, as well as various other risks and uncertainties that surround the implementation of a reverse split, including
but not limited to the following:
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A
reverse split would increase the market per share price of the Common Stock at the inverse ratio of the quantity of shares
that the outstanding stock There can be no assurance that the market price per share of the Common Stock after the reverse
split will not trade at lower levels. In the long term the price per share depends on many factors, including our performance,
prospects and other factors, some of which are unrelated to the number of shares outstanding. If the Outstanding Reverse Split
is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage
of the Company’s overall market capitalization may be greater than would occur in the absence of the Outstanding Reverse
Split. The history of similar common stock reverse splits for companies in similar circumstances is varied.
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The
Board of Directors, however, has determined that these negative factors were outweighed by the potential benefits of the Outstanding
Reverse Split and voted to approve the Outstanding Reverse Split proposal.
Authorized
Shares; No Effect
As
of the Record Date, the Company had 8,000,000,000 shares of Common Stock, par value $0.00001, and 50,000,000 shares of preferred
stock, par value $0.00001, authorized.
The
Outstanding Reverse Split would not change the number of authorized shares of preferred stock. Following the Outstanding Reverse
Split, authorized but unissued shares of Common and preferred stock will be available for issuance, and the Company may issue
such shares in the future.
Accounting
Matters; Tax Consequences
The
par value per share of Common Stock would remain unchanged at $0.00001 per share after the Outstanding Reverse Split. As a result,
on the effective date of the Outstanding Reverse Split, the stated capital on the Company’s balance sheet attributable to
the Common Stock will remain the same. Our net income or loss and our net book value on a per share basis will remain the same.
The Company does not anticipate that any accounting consequences would arise as a result of the Outstanding Reverse Split.
There
are no tax consequences from the Outstanding Reverse Split.
Potential
Anti-Takeover Effect
Although
the increased proportion of unissued authorized shares of Common Stock available for issuance following the effective date of
the Outstanding Reverse Split could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances
that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating
a tender offer or other transaction for the combination of the Company with another company), the Outstanding Reverse Split proposal
is not being undertaken in response to any effort of which the Board of Directors is aware to accumulate shares of the Common
Stock or obtain control of the Company. Other than the Outstanding Reverse Split, the Board of Directors does not currently contemplate
the adoption of any other amendments to the Articles of Incorporation that could be construed to affect the ability of third parties
to take over of change the control of the Company. In certain circumstances, our management may issue additional shares to resist
a third party takeover transaction, even if done at an above-market premium and favored by a majority of independent stockholders.
Material
Effects of the Authorized Share Increase
The
principal effect of the Authorized Share Increase will be to increase the number of authorized shares. As a result, stockholders
should recognize that once the Authorized Share Increase is effected, they will own the same number of shares that they currently
own. However, the Authorized Share Increase will affect all stockholders uniformly and will not affect any stockholder’s
percentage ownership interest in the Company. Proportionate voting rights and other rights and preferences of the holders of Common
Stock will not be affected by the Authorized Share Increase. For example, a holder of 2% of the outstanding shares of Common Stock
immediately prior to the Authorized Share Increase would continue to hold 2% of the outstanding shares of Common Stock immediately
after the Authorized Share Increase. The number of stockholders of record also will not be affected by the Authorized Share Increase.
The
Company is subject to the periodic reporting and other requirements of the Securities Exchange Act. The Authorized Share Increase
will not affect the registration of the Common Stock under the Securities Exchange Act and the Common Stock will continue to be
reported on the OTC.
Effect
on Fractional Stockholders
Stockholders
will not receive fractional shares in connection with the Authorized Share Increase and the Company will not be paying any cash
to any stockholders for any fractional shares from the Authorized Share Increase.
Effect
on Registered and Beneficial Stockholders
Following
the Authorized Share Increase, the Company intends to treat stockholders holding the Common Stock in “street name,”
through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names.
Stockholders who hold their shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged
to contact their nominees.
Certain
Risk Factors Associated with the Authorized Share Increase
In
evaluating the Authorized Share Increase proposal, the Board of Directors also took into consideration negative factors associated
with authorized share increases. These factors included the negative perception of authorized share increases by some investors,
analysts and other stock market participants, as well as various other risks and uncertainties that surround the implementation
of an authorized share increase, including but not limited to the following:
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There
can be no assurance that the market price per share of the Common Stock after the Authorized Share Increase will remain unchanged.
In the long term the price per share depends on many factors, including our performance, prospects and other factors, some
of which are unrelated to the number of shares outstanding. If the Authorized Share Increase is consummated and the trading
price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s
overall market capitalization may be greater than would occur in the absence of the Authorized Share Increase. The history
of similar authorized share increases for companies in similar circumstances is varied.
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The
Board of Directors, however, has determined that these negative factors were outweighed by the potential benefits of the Authorized
Share Increase and voted to approve the Authorized Share Increase proposal.
Authorized
Shares; Potential Dilutive Effect
As
of the Record Date, the Company had 8,000,000,000 shares of Common Stock, par value $0.00001, and 50,000,000 shares of preferred
stock, par value $0.00001, authorized.
The
Authorized Share Increase would not change the number of authorized shares of preferred stock. Following the Authorized Share
Increase, authorized but unissued shares of Common and preferred stock will be available for issuance, and the Company may issue
such shares in the future.
The
issuance of a substantial number of additional shares of Common Stock from the newly-authorized shares provided for in the Authorized
Share Increase would result in dilution of our existing stockholders’ ownership interest in the Company. Stockholders of
the Company do not have preemptive rights with respect to our Common Stock. Thus, existing stockholders would not have any preferential
rights to purchase any shares.
Accounting
Matters; Tax Consequences
The
par value per share of Common Stock would remain unchanged at $0.00001 per share after the Authorized Share Increase. As a result,
on the effective date of the Authorized Share Increase, the stated capital on the Company’s balance sheet attributable to
the Common Stock will remain the same. Our net income or loss and our net book value on a per share basis will remain the same.
The Company does not anticipate that any accounting consequences would arise as a result of the Authorized Share Increase.
There
are no tax consequences from the Authorized Share Increase.
Potential
Anti-Takeover Effect
Although
the increased proportion of unissued authorized shares of Common Stock available for issuance following the effective date of
the Authorized Share Increase could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances
that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating
a tender offer or other transaction for the combination of the Company with another company), the Authorized Share Increase proposal
is not being undertaken in response to any effort of which the Board of Directors is aware to accumulate shares of the Common
Stock or obtain control of the Company. Other than the Authorized Share Increase, the Board of Directors does not currently contemplate
the adoption of any other amendments to the Articles of Incorporation that could be construed to affect the ability of third parties
to take over of change the control of the Company. In certain circumstances, our management may issue additional shares to resist
a third party takeover transaction, even if done at an above-market premium and favored by a majority of independent stockholders.
No
Appraisal Rights
Our
stockholders are not entitled to appraisal rights under the NRS with respect to the proposed Amendment to our Articles of Incorporation
to effect the Outstanding Reverse Split and/or the Authorized Share Increase and the Company has not independently provided its
stockholders with any such right.
Interests
of Certain Persons in Matters to be Acted Upon
Except
in their capacity as stockholders (which interest does not differ from that of the other stockholders), none of our executive
officers, directors or any of their respective associates or affiliates has any interest in the Outstanding Reverse Split or the
Authorized Share Increase.
THE
AMENDMENT TO OUR ARTICLES OF INCORPORATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE
NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM
YOU OF THE CHANGES THAT WILL OCCUR IF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION
ABOUT THE AMENDMENT.