UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
(RULE
14C-101)
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
[ ]
Preliminary Information Statement
[X]
Definitive Information Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
ARIAS
INTEL CORP.
(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 the 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:
ARIAS
INTEL CORP.
442
W. Kennedy Blvd., Suite 200
Tampa,
Florida 33606
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED 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.
Tampa,
Florida
June 21, 2018
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.001 per share
(“Common Stock”), of Arias Intel Corp., a Nevada corporation (the “Company”) pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder,
in connection with the approval of the action described below (the “Corporate Action”) taken by unanimous written
consent of the Board of Directors of the Company and by written consent of the holders of a majority of the voting power of the
issued and outstanding capital stock of the Company:
1. Approval of an Amended
and Restated Articles of Incorporation to, among other things: (i) increase the authorized number of shares of common stock
to 2,000,000,000 shares from 500,000,000 shares; (ii) increase the authorized number of shares of blank check preferred stock
to 50,000,000 shares from 10,000,000 shares; (iii) specify the terms and restrictions of the issuance and designations of the
authorized blank check preferred stock; and (iv) include provisions with respect to the indemnification of officers and directors
of the Company.
The
purpose of this Information Statement is to notify our stockholders that on May 15, 2018, stockholders holding a majority of the
voting power of our issued and outstanding shares of common stock executed written consents approving the Corporate Action. In
accordance with Rule 14c-2 promulgated under the Exchange Act, the Corporate Action will become effective no sooner than 20 days
after we mail this notice and the accompanying Information Statement to our stockholders.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Action under Nevada law
and the Company’s Articles of Incorporation and Bylaws, each as amended. As a result, no further action by any other stockholder
is required to approve the Corporate Action and we have not and will not be soliciting your approval of the Corporate Action.
Notwithstanding, the holders of our common stock of record at the close of business on May 15, 2018 are entitled to notice of
the stockholder action by written consent.
This notice and the accompanying Information
Statement are being mailed to our holders of common stock of record as of May 15, 2018 on or about June 27, 2018.
This
notice and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance
with Rule 14c-2 promulgated under the Exchange Act.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT
ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN.
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By
Order of the Board of Directors,
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/s/
Kevin Gillespie
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Kevin
Gillespie
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Chairman
of the Board
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ARIAS
INTEL CORP.
442
W. Kennedy Blvd., Suite 200
Tampa,
Florida 33606
INFORMATION
STATEMENT
GENERAL
INFORMATION
Arias
Intel Corp. (the “Company”) is a Nevada corporation with its principal executive offices located at 442 W. Kennedy
Blvd., Suite 200, Tampa, Florida 33606. The Company’s telephone number is (877) 749-5909. This Information Statement is
being sent to the Company’s stockholders (the “Stockholders”) by the Board of Directors of the Company (the
“Board of Directors” or the “Board”) to notify them about a certain action that the holders of a majority
of the Company’s outstanding voting capital stock have taken by written consent, in lieu of a special meeting of the Stockholders.
The action was taken on May 15, 2018, and will be effective on a date that is at least 20 days after the mailing of this Information
Statement.
On
May 15, 2018, the Board of Directors of the Company approved the below-mentioned action and authorized submission of the matter
for the approval of the Stockholders. The Stockholders approved the action by written consent in lieu of a meeting on May 15,
2018, in accordance with the Nevada Revised Statutes (“NRS”). Accordingly, neither your vote nor your consent is required
and neither is being solicited in connection with the approval of the action.
May
15, 2018 is the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive
this Information Statement.
This Information Statement has been filed
with the Securities and Exchange Commission (the “SEC”) and is being furnished pursuant to Section 14 of the Exchange
Act to the Stockholders of the Company to notify such Stockholders of the following action to be taken on or about July 17,
2018:
1. Approval of an Amended
and Restated Articles of Incorporation to, among other things: (i) increase the authorized number of shares of common stock
to 2,000,000,000 shares from 500,000,000 shares; (ii) increase the authorized number of shares of blank check preferred stock
to 50,000,000 shares from 10,000,000 shares; (iii) specify the terms and restrictions of the issuance and designations of the
authorized blank check preferred stock; and (iv) include provisions with respect to the indemnification of officers and directors
of the Company.
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. This Information Statement will serve
as written notice to Stockholders pursuant to the NRS.
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.
ABOUT
THE INFORMATION STATEMENT
WHAT
IS THE PURPOSE OF THE INFORMATION STATEMENT?
This
Information Statement is being furnished to you pursuant to Section 14 of the Exchange Act to notify the Company’s Stockholders
as of the close of business on the Record Date of a corporate action taken by a majority of the Company’s Stockholders entitled
to vote thereon.
Stockholders
holding a majority of the Company’s outstanding voting capital stock have voted in favor of the Corporate Action as outlined
in this Information Statement, which action will be effective on a date that is at least 20 days after the mailing of this Information
Statement.
WHO
IS ENTITLED TO NOTICE?
Each
outstanding share of the Company’s voting securities on the close of business on the Record Date is entitled to notice of
each matter voted on by the Stockholders. Stockholders as of the close of business on the Record Date that held the authority
to cast votes in excess of fifty percent (50%) of the Company’s outstanding voting power have voted in favor of the Corporate
Action. Under the NRS, stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the
holders of voting stock in lieu of a meeting of the Stockholders.
WHAT
CONSTITUTES THE VOTING SHARES OF THE COMPANY?
The
voting power entitled to vote on the Corporate Action consists of the vote of the holders of a majority of the Company’s
voting securities as of the Record Date. As of the Record Date, the Company’s voting securities consisted of 44,323,917
shares of Common Stock. Each share of Common Stock is entitled to cast one vote on matters submitted to the Stockholders of the
Company.
WHAT
CORPORATE MATTERS DID THE STOCKHOLDERS VOTE FOR, AND HOW DID THEY VOTE?
Stockholders
holding a majority of our outstanding voting securities have voted in favor of the following proposal:
1. Approval of an Amended
and Restated Articles of Incorporation to, among other things: (i) increase the authorized number of shares of common stock
to 2,000,000,000 shares from 500,000,000 shares; (ii) increase the authorized number of shares of blank check preferred stock
to 50,000,000 shares from 10,000,000 shares; (iii) specify the terms and restrictions of the issuance and designations of the
authorized blank check preferred stock; and (iv) include provisions with respect to the indemnification of officers and directors
of the Company.
WHAT
VOTE IS REQUIRED TO APPROVE THE CORPORATE ACTION?
No
further vote is required for approval of the Corporate Action.
WHO
IS PAYING THE COST OF THIS INFORMATION STATEMENT?
We
will pay for preparing, printing and mailing of this information statement. Our costs are estimated at approximately $10,000.
OUTSTANDING
VOTING SECURITIES
As
of the Record Date, 44,323,917 Common Stock were issued and outstanding.
Each
share of outstanding Common Stock is entitled to one vote on matters submitted to the Stockholders.
The
following Stockholders voted in favor of the Corporate Action:
Common
Stock Votes
Name
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Number
of Votes
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Percentage
of
Total Votes (1)
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Kevin
Gillespie
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12,591,929
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(2)
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28.41
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%
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Daniel
Hammett
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4,100,000
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9.25
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%
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Interactive
Systems Worldwide, Inc. (3)
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2,000,000
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4.15
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%
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Michael
Toups
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2,150,000
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4.85
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%
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Irving
Cruz
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650,000
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1.47
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%
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Donald
John Christensen II (4)
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705,192
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1.59
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%
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TOTAL
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22,197,121
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50.08
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%
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(1)
Percentage based upon 44,323,917 shares of Common Stock issued and outstanding as of the Record Date.
(2)
Includes (i) 5,641,929 shares of Common Stock held by Kevin Gillespie, (ii) 6,650,000 shares of Common Stock held by Kevin Gillespie
and his spouse as joint tenants by the entirety and (iii) 300,000 shares of Common Stock held by First Harvest Financial, Inc.
Kevin Gillespie is the President of First Harvest Financial, Inc. and in such capacity has voting and dispositive power over the
securities held by such entity.
(3) Steve Johns is the President of Interactive
Systems Worldwide, Inc. and in such capacity has voting and dispositive power over the securities held by such entity.
(4) Includes (i) 119,550 shares of Common
Stock held by
Donald John Christensen II and (ii) 585,642
shares of Common Stock held by Fortress Advisors LLC. Donald John Christensen II
is the Managing Member of Fortress Advisors LLC and in such capacity has voting and dispositive power over the securities held
by such entity.
Pursuant to Rule 14c-2 under the Exchange
Act, 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 action contemplated herein will be effected on or about the close
of business on or about July 17, 2018.
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.
This
Information Statement will serve as written notice to Stockholders pursuant to the laws of the State of Nevada.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of the Record Date with respect to the beneficial ownership of the Company’s
outstanding securities by (i) each of the Company’s executive officers and directors, (ii) the Company’s directors
and executive officers as a group and (iii) holders of more than 5% of the Company’s securities. Except as otherwise indicated,
each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
Name of Beneficial Owner (1)
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Common
Stock
Beneficially
Owned
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Percentage
of
Common
Stock (2)
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Series A
Convertible
Preferred
Stock
Beneficially
Owned (3)
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Percentage
of Series A
Convertible
Preferred
Stock
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Directors and Officers:
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Kevin Gillespie
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12,591,929
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(4)
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28.41
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%
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0
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0.0
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%
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Daniel Hammett
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4,100,000
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9.25
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%
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0
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0.0
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%
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All officers and directors as a group (2 persons)
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16,691,929
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37.66
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%
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0
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0.0
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%
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Beneficial owners of more than 5%:
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Geneva Roth Remark Holdings, Inc. 111 Great Neck Road, Suite 216 Great Neck, NY 11021 (5)
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0
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0.0
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%
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103,000
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100
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%
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(1)
Except as otherwise indicated, c/o Arias Intel Corp., 442 W. Kennedy Blvd., Suite 200, Tampa, Florida 33606.
(2)
Applicable percentage ownership is based on 44,323,917 shares of Common Stock outstanding as of the Record Date, together with
securities exercisable or convertible into shares of Common Stock within 60 days of the Record Date for each stockholder. Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect
to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date are deemed
to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such
person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3)
Applicable percentage ownership is based on 103,000 shares of Series A Preferred Stock outstanding as of the Record Date.
(4)
Includes (i) 5,641,929 shares of Common Stock held by Kevin Gillespie, (ii) 6,650,000 shares of Common Stock held by Kevin Gillespie
and his spouse as joint tenants by the entirety and (iii) 300,000 shares of Common Stock held by First Harvest Financial, Inc.
Kevin Gillespie is the President of First Harvest Financial, Inc. and in such capacity has voting and dispositive power over the
securities held by such entity.
(5)
Greg Solomon is the President of Geneva Roth Remark Holdings, Inc. and in such capacity has voting and dispositive power over
the securities held by such entity.
PROPOSAL
1:
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
Our
Board of Directors and Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company
have approved the Amended and Restated Articles of Incorporation, substantially in the form attached hereto as
Exhibit A
.
The
following discussion is a summary of the key changes effected by the Amended and Restated Articles of Incorporation, but this
summary is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Incorporation, a copy
of which is attached hereto as
Exhibit A
.
Increase
in Authorized Shares of Common Stock
As
of the Record Date the Company is authorized to issue up to 500,000,000 shares of Common Stock of which 44,323,917 shares are
issued and outstanding.
The
Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed
it advisable and in the best interest of the Company to increase the authorized number of shares of the Company’s Common
Stock from 500,000,000 shares to 2,000,000,000 shares. The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because holders of Common Stock have no preemptive rights
to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of Common Stock will reduce
the current Stockholders’ percentage ownership interest in the total outstanding shares of Common Stock This Common Stock
increase and the creation of additional shares of authorized Common Stock will not alter the current number of issued shares.
The relative rights and limitations of the shares of Common Stock will remain unchanged.
Reasons
for the Increase
The
Board believes that the availability of additional authorized shares of Common Stock is required for reasons including, but
not limited to, the following:
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●
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in
order to avoid defaulting upon its obligations, the Company must satisfy certain covenants in its debt instruments which,
among other things, require that the Company maintain a certain reserve of authorized, but unissued shares of Common Stock;
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●
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certain
of the Company’s debt instruments are convertible into shares of the Company’s Common Stock. Therefore, the Company
must maintain a sufficient amount of authorized, but unissued shares of Common Stock adequate to issue shares of Common Stock
upon the conversion of its outstanding convertible debt instruments; and
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●
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the
additional authorized shares of Common Stock
will provide
the Company with additional flexibility to issue Common Stock for a variety of general corporate purposes as the Board may
determine to be desirable including, without limitation, raising capital, future financings, investment opportunities, licensing
agreements, acquisitions, or other distributions and stock splits (including splits effected through the declaration of
stock dividends).
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The
Board has not authorized the Company to take any action with respect to the shares that would be authorized under this proposal,
and the Company currently does not have any definitive plans, arrangements or understandings with respect to the issuance of the
additional shares of Common Stock authorized by the this proposal.
Effects
of the Increase
Following
the filing of the Amended and Restated Articles of Incorporation with the Nevada Secretary of State, we will have the authority
to issue 1,500,000,000 additional shares of Common Stock. These shares may be issued without Stockholder approval at any time,
in the sole discretion of our Board of Directors. The authorized and unissued shares may be issued for cash, to acquire property
or for any other purpose that is deemed in the best interests of the Company.
In
addition, the Amended and Restated Articles of Incorporation could have a number of effects on the Company’s Stockholders
depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares of Common Stock. The
increase could have an anti-takeover effect, in that additional shares of Common Stock could be issued (within the limits imposed
by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult.
For example, additional shares of Common Stock could be issued by the Company so as to dilute the stock ownership or voting rights
of persons seeking to obtain control of the Company, even if the persons seeking to obtain control of the Company offer an above-market
premium that is favored by a majority of the independent Stockholders. Similarly, the issuance of additional shares of Common
Stock to certain persons allied with the Company’s management could have the effect of making it more difficult to remove
the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal.
The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal
is not being presented with the intent that it be utilized as a type of anti-takeover device. The increase in the authorized shares
of Common Stock has been prompted by business and financial considerations.
The
increase in the authorized number of shares of Common Stock will not change the number of shares of Common Stock outstanding,
nor will it have any immediate dilutive effect or change the rights of current holders of the Company’s Common Stock. However,
the issuance of additional shares of Common Stock authorized by increase in the authorized number of shares of Common Stock may
occur at times or under circumstances as to have a dilutive effect on earnings per share, book value per share or the percentage
voting or ownership interest of the present holders of the Company’s Common Stock.
Increase
in Authorized Shares of Blank Check Preferred Stock
As
of the Record Date the Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share (the
“Preferred Stock”), of which 500,000 shares are designated Series A Convertible Preferred Stock, 103,000 of which
are issued and outstanding.
The
Board and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed
it advisable and in the best interest of the Company to increase the authorized number of shares of the Company’s Preferred
Stock from 10,000,000 shares to 50,000,000 shares.
Reasons
for the Increase
The
Board believes that for us to successfully execute our business strategy we will need to raise investment capital and it may be
preferable or necessary to issue Preferred Stock to investors. In addition, the
Board
believes that the availability of additional authorized shares of Preferred Stock will provide the Company with additional flexibility
to issue Preferred Stock for a variety of general corporate purposes as the Board may determine to be desirable including, without
limitation, investment opportunities, licensing agreements and acquisitions.
Preferred
Stock usually grants the holders preferential rights with respect to voting, dividends, liquidation and other rights in preference
over a company’s common stock. Accordingly, in order to grant us the flexibility to issue our equity securities in the manner
best suited for our Company, the Amended and Restated Articles of Incorporation will increase our authorized Preferred Stock from
10,000,000 shares to 50,000,000 shares. The Board has not authorized the Company to take any action with respect to the
shares that would be authorized under this proposal, and the Company currently does not have any definitive plans, arrangements
or understandings with respect to the issuance of the additional shares of Preferred Stock authorized by the this proposal.
Effects
of the Increase
Subject
to the provisions of the Amended and Restated Articles of Incorporation and the limitations prescribed by law, our Board of Directors
would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change
the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative,
participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights
(including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption
prices, conversion rights and liquidation preferences of the shares constituting any series of the Preferred Stock, in each case
without any further action or vote by our stockholders (See “
Specify
the Terms and Restrictions of the Issuance and Designations of the Preferred Stock”).
Our
Board of Directors would be required to make any determination to issue shares of Preferred Stock based on its judgment as to
what is in our best interests and the best interests of our stockholders. The increase in authorized Preferred Stock will give
our Board of Directors flexibility, without further stockholder action, to issue Preferred Stock on such terms and conditions
as our Board of Directors deems to be in our best interests and the best interests of our stockholders.
The
authorization of the additional shares of Preferred Stock will provide us with increased financial flexibility in meeting future
capital requirements. It will allow Preferred Stock to be available for issuance from time to time and with such features as determined
by our Board of Directors for any proper corporate purpose. It is anticipated that such purposes may include, without limitation,
exchanging Preferred Stock for Common Stock, the issuance for cash as a means of obtaining capital for our use, or issuance as
part or all of the consideration required to be paid by us for acquisitions of other businesses or assets.
The
issuance by us of Preferred Stock could dilute both the equity interests and the earnings per share of existing holders of our
Common Stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares of Preferred
Stock could also have voting rights superior to our Common Stock, and therefore would have a dilutive effect on the voting power
of our existing stockholders. Any issuance of Preferred Stock with voting rights could, under certain circumstances, have the
effect of delaying or preventing a change in control of our Company by increasing the number of outstanding shares entitled to
vote and by increasing the number of votes required to approve a change in control of our Company. Shares of voting or convertible
Preferred Stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an
attempt to obtain control of our Company by means of a tender offer, proxy contest, merger or otherwise. The ability of our Board
of Directors to issue such shares of Preferred Stock, with the rights and preferences it deems advisable, could discourage an
attempt by a party to acquire control of our Company by tender offer or other means. Such issuances could therefore deprive our
stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that
such an attempt could cause. Moreover, the issuance of such shares of Preferred Stock to persons friendly to our Board of Directors
could make it more difficult to remove
current
management
even if such change were to be favorable to stockholders generally.
The Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this
proposal is not being presented with the intent that it be utilized as a type of anti-takeover device. The increase in the authorized
shares of Preferred Stock has been prompted by business and financial considerations.
Specify
the Terms and Restrictions of the Issuance and Designations of the Preferred Stock
The Board and the Stockholders of a majority
of the voting power of the issued and outstanding capital stock of the Company authorized the Company to issue up to 10,000,000
shares of blank check preferred stock, and on September 7, 2016, the Company filed an amendment (the “September 2016
Amendment”) to its Articles of Incorporation to effectuate the foregoing. In addition, on the Record Date, the Board
and the Stockholders of a majority of the voting power of the issued and outstanding capital stock of the Company deemed it advisable
and in the best interest of the Company to increase the authorized number of shares of the Company’s Preferred Stock from
10,000,000 shares to 50,000,000 shares which increase will become effective upon the filing of the Amended and Restated Articles
of Incorporation with the Nevada Secretary of State.
The
September 2016 Amendment provides that the Company’s Preferred Stock, or any series thereof, shall have such designations,
preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof
as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board; however, the
September 2016 Amendment does not include examples of specific terms of different series of Preferred Stock that the Board may,
but is not required to, adopt such as dividend rates, voting rights and conversion rights.
The Board and the Stockholders of a majority
of the voting power of the issued and outstanding capital stock of the Company deemed it advisable and in the best interest of
the Company to further specify some of the terms and restrictions of the issuance and designations of the Preferred
Stock to provide that the Board is authorized, subject to any limitation prescribed by law, to adopt one or more resolutions
to provide for the issuance of the shares of preferred stock in one or more series and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The Amended and Restated
Articles of Incorporation of the Company specify that the authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the following: (a) the number of shares constituting the series
and the distinctive designation of the series; (b) the dividend rate (or the method of calculation of dividends) on the shares
of the series, whether dividends will be cumulative, and if so, from which date or dates, and the relative rights of priority,
if any, of payment of dividends on shares of the series; (c) whether the series shall have voting rights, in addition to the voting
rights required by law, and if so, the terms of such voting rights; (d) whether the series shall have conversion rights, and,
if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as
the Board of Directors shall determine; (e) whether or not the shares of that series shall be redeemable or exchangeable, and,
if so, the terms and conditions of such redemption or exchange, as the case may be, including the date or dates upon or after
which they shall be redeemable or exchangeable, as the case may be, and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different redemption dates; (f) whether the series shall have a sinking fund
for the redemption or purchase of shares of that series, and if so, the terms and amount of such sinking fund; (g) the rights
of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation,
and the relative rights or priority, if any, of payment of shares of the series; and (h) any other relative rights, preferences,
powers and limitations of that series.
Limitation
on Liability; Indemnification
The Board and the Stockholders of the
Company desire to attract and retain highly qualified officers and directors. More than ever before, strong indemnification
protections are vital to a company’s ability to attract and retain qualified officers and directors. Indemnification
provisions protect officers and directors who prudently discharge their duties to a company against liability arising in
connection with services rendered. Accordingly, the Board and the Stockholders of a majority of the voting power of the
issued and outstanding capital stock of the Company deemed it advisable and in the best interest of the Company to include
provisions with respect to the indemnification of officers and directors of the Company in the Company’s Amended and
Restated Articles of Incorporation so that the Company can attract and retain highly qualified officers and directors based upon indemnifying such officers and directors
against certain liabilities arising in connection services rendered to the Company.
Specifically, the Amended and Restated Articles of Incorporation provide that to the fullest extent permitted
under the NRS, no director or officer of the Company will be personally liable to the Company or its shareholders for damages as
a result of any act or failure to act in his capacity as a director or officer. In addition, the Company shall indemnify to the
fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company or
any predecessor of the Company, or serves or served at any other enterprise as a director or officer at the request of the Company
or any predecessor to the Company. Furthermore, the Company shall have the authority to indemnify to the fullest extent permitted
by law any other employee or agent of the Company.
ANNUAL
REPORT
Our
Annual Report on Form 10-K for the fiscal year ended March 31, 2017, as filed with the SEC, excluding exhibits, is being mailed
to Stockholders with this Information Statement. We will furnish any exhibit to our Annual Report on Form 10-K free of charge
to any shareholder upon written request to the Company at 442 W. Kennedy Blvd., Suite 200, Tampa, Florida 33606, Attn: CEO. 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 SEC and other publicly available information.
COST
OF INFORMATION STATEMENT
The
Company is making the mailing and will bear the costs associated therewith. There will be no solicitations made. The Company will
reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending the Information
Statement to beneficial owners of the Company’s voting securities.
STOCKHOLDER
PROPOSALS
The
Company’s Board of Directors has not yet determined the date on which the next annual meeting of stockholders will be held.
Any proposal by a stockholder intended to be presented at the Company’s next annual meeting of stockholders must be received
at the Company’s offices a reasonable amount of time prior to the date on which the information or proxy statement for that
meeting is mailed to stockholders in order to be included in the Company’s information or proxy statement relating to that
meeting.
DELIVERY
OF INFORMATION TO A SHARED ADDRESS
If
you and one or more Stockholders share the same address, it is possible that only one Information Statement was delivered to your
address. Any registered stockholder who wishes to receive a separate copy of the Information Statement at the same address now
or in the future may mail a request to receive separate copies to the Company at 442 W. Kennedy Blvd., Suite 200, Tampa, Florida
33606, Attn: CEO, or call the Company at (877) 749-5909 and we will promptly deliver the Information Statement to you upon your
request. Stockholders who received multiple copies of this Information Statement at a shared address and who wish to receive a
single copy may direct their request to the same address.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. You can identify our forward-looking statements by the words “expects,” “projects,”
“believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates”
and similar expressions. The forward-looking statements are based on management’s current expectations, estimates and projections
about us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions
about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what
the Company has expressed or forecast in the forward-looking statements. You should rely only on the information the Company has
provided in this Information Statement. The Company has not authorized any person to provide information other than that provided
herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information
in this Information Statement is accurate as of any date other than the date on the front of the document.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY
The
Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy
any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You can obtain information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a Web site that contains information we file electronically with the SEC, which you can access over the
Internet at http://www.sec.gov. Copies of these materials may also be obtained by mail from the Public Reference Section of the
SEC, 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
By
Order of the Board of Directors
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/s/
KEVIN GILLESPIE
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Kevin
Gillespie
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Chief
Executive Officer
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Tampa,
FL
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June
21,
2018
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EXHIBIT
A
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
ARIAS
INTEL CORP.
ARTICLE
I
NAME
The
name of the corporation is Arias Intel Corp. (the “
Corporation
”).
ARTICLE
II
PURPOSE
The
purpose of the business for which this Corporation is organized is to engage in any lawful act or activity for which corporations
may be organized under the laws of the State of Nevada.
ARTICLE
III
POWERS
The
powers of the Corporation shall be those powers granted by Sections 78.060 and 78.070 (as the same may be amended, superseded
or replaced by any successor sections, statutes or provisions) of the Nevada Revised Statutes (the “
NRS
”),
under which this Corporation is formed.
ARTICLE
IV
CAPITAL
STOCK
Section
1
.
Authorized Shares
. The aggregate number of shares which the Corporation is authorized to issue is two billion fifty
million (2,050,000,000), divided into classes as follows:
A.
two billion (2,000,000,000) shares of common stock, $0.001 par value per share (the “
Common Stock
”);
B.
fifty million (50,000,000) shares of preferred stock, $0.001 par value per share, to be issued in series (the “
Preferred
Stock
”).
The
Board of Directors is authorized, subject to any limitation prescribed by law, to adopt one or more resolutions to provide for
the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to applicable Nevada
law to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock
of the Corporation entitled to vote thereon.
The
authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
(a)
The number of shares constituting the series and the distinctive designation of the series;
(b)
The dividend rate (or the method of calculation of dividends) on the shares of the series, whether dividends will be cumulative,
and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of the series;
(c)
Whether the series shall have voting rights, in addition to the voting rights required by law, and if so, the terms of such voting
rights;
(d)
Whether the series shall have conversion rights, and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of Directors shall determine;
(e)
Whether or not the shares of that series shall be redeemable or exchangeable, and, if so, the terms and conditions of such redemption
or exchange, as the case may be, including the date or dates upon or after which they shall be redeemable or exchangeable, as
the case may be, and the amount per share payable in case of redemption, which amount may vary under different conditions and
at different redemption dates;
(f)
Whether the series shall have a sinking fund for the redemption or purchase of shares of that series, and if so, the terms and
amount of such sinking fund;
(g)
The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights or priority, if any, of payment of shares of the series; and
(h)
Any other relative rights, preferences, powers and limitations of that series.
Except
for any difference so provided by the Board of Directors, the shares of Preferred Stock will rank on parity with respect to the
payment of dividends and to the distribution of assets upon liquidation.
ARTICLE
V
DIRECTORS
The
members of the governing board of the Corporation shall be known as the Board of Directors. The number of directors comprising
the Board of Directors shall be determined from time to time as in the manner provided for in the bylaws of the Corporation.
ARTICLE
VI
LIMITATION
OF LIABILITY; INDEMNIFICATION
A.
To the maximum extent permitted under the NRS, no director or officer of the Corporation shall be personally liable to the Corporation
or its shareholders for damages as a result of any act or failure to act in his capacity as a director or officer.
B.
The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an
action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person, his/her
testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served
at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation. The
Corporation shall have the authority to indemnify to the fullest extent permitted by law any other employee or agent of the Corporation
made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person, his/her testator or intestate is or was an employee or agent of the Corporation or any predecessor
of the Corporation, or serves or served at any other enterprise as an employee or agent at the request of the Corporation or any
predecessor to the Corporation.
C.
Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation’s Articles of
Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter
occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
ARTICLE
VII
AMENDMENT
OF ARTICLES
The
provisions of these Articles of Incorporation may be amended, altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State of Nevada, and additional provisions authorized by such laws as are then in force may be added.
All rights herein conferred on the directors, officers and shareholders are granted subject to this reservation.
IN
WITNESS WHEREOF
, Arias Intel Corp. has caused these Amended and Restated Articles of Incorporation to be signed by Kevin Patrick
Gillespie, its Chief Executive Officer, as of [ ], 2018.
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ARIAS
INTEL CORP.
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By:
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Kevin
Patrick Gillespie
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Chief
Executive Officer
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