Paul Parliament, Is this even legal???
No mailer to shareholders of record?
GOLDLAND HOLDINGS CO.
590 York Road, Unit 3
Niagara On The Lake, Ontario, CANADA L0S 1J0
(716) 803-0621
September 8, 2015
To Our Stockholders:
Pursuant to Section Thirteenth of the Amended and Restated Certificate of Incorporation of Goldland
Holdings Co., a Delaware corporation (the “Company”), I, Paul Parliament, the President of the Company, and the
other calling stockholders described below, do hereby call a special meeting of the stockholders of the Company to
be held at 600 Parkview Road, Hallandale, Florida 33009 on September 25, 2015, at 10:00 a.m., Eastern time. The
purpose of the special meeting is to vote on a proposal to approve the following:
1 To amend and restate our bylaws, inasmuch as the Company cannot attract seven directors,
without directors’ insurance.
2 To elect three persons as directors to our board of directors for the following year. The following
persons have been nominated: Paul Parliament, Martin Wolfe, and Douglas Brooks.
3 Amend and restate our certificate of incorporation, in order to reflect the requirements of a
publicly-traded company.
4 To transact such other business as may properly come before the special meeting or any
adjournment or postponement thereof.
This Notice of Special Meeting will be sent on or about September 11, 2015, to our stockholders of record
as of August 24, 2015.
A copy of the resolutions to be presented at the special meeting of the stockholders is described in
Attachment A to this Notice of Special Meeting.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
We appreciate your continued interest in Goldland Holdings Co.
Very truly yours,
Paul Parliament, President
GOLDLAND HOLDINGS CO.
590 York Road, Unit 3
Niagara On The Lake, Ontario, CANADA L0S 1J0
(716) 803-0621
NOTICE OF SPECIAL MEETING
This Notice of Special Meeting is furnished to the holders of record of Goldland Holdings Co., a Delaware corporation (the
“Company”) at the close of business on the record date, August 24, 2015, that a special meeting of the stockholders of the Company will be held
at 600 Parkview Road, Hallandale, Florida 33009 on September 25, 2015, at 10:00 a.m., Eastern time, to vote on a proposal to approve the
following:
1. To amend and restate our bylaws, inasmuch as the Company cannot attract seven directors, without directors’ insurance.
2. To elect three persons as directors to our board of directors for the following year. The following persons have been
nominated: Paul Parliament, Martin Wolfe, and Douglas Brooks.
3. Amend and restate our certificate of incorporation, in order to reflect the requirements of a publicly-traded company.
4. To transact such other business as may properly come before the special meeting or any adjournment or postponement
thereof.
VOTING SECURITIES
In accordance with our certificate of incorporation and our bylaws, Mr. Parliament and the other calling stockholders described herein
have fixed the close of business on August 24, 2015, as the record date for determining the stockholders entitled to notice of the special meeting.
The proposed corporate actions to be voted on at the special meeting will be approved if the number of votes cast in favor of the proposed
corporate actions exceeds the number of votes cast in opposition to the proposed corporate actions. A majority of the voting power, which
includes the voting power that is present in person or by proxy, constitutes a quorum for the transaction of business.
As of the record date, 202,883,835 shares of our common stock were outstanding. Each share of the common stock outstanding
entitles the holder to one vote on all matters brought before the common stockholders. In addition, as of the record date, 5,000,000 shares of the
Series A preferred stock of the Company were issued and outstanding. Pursuant to our Certificate of Designation establishing the Series A
preferred stock, a holder of shares of the Series A preferred stock is entitled to the number of votes of the holders of common stock equal to the
number of shares of the Series A preferred stock held by such holder multiplied by 100 on all matters submitted to a vote of our stockholders.
The following calling stockholders (the “calling stockholders”) hold 57,024,833 shares of our common stock and 3,000,000 shares of
our Series A preferred stock:
Name Number of Preferred Shares
Held
Number of Common Shares
Held
Paul Parliament 1,000,000 17,040,281
Martin Wolfe 1,000,000 2,296,213
Julios Kosta 500,000 23,218,000
Jack Frydman 250,000 7,000,000
Rich Kaiser 250,000 3,452,550
Douglas Brooks -0- 4,017,789
Total Voting Rights 300,000,000 57,024,833
Therefore, the calling stockholders will have the power to vote 357,024,833 shares of our common stock, which number exceeds the
majority of the 202,883,835 issued and outstanding shares of the common stock on the record date. The calling stockholders will vote in favor of
the above described proposals, and will have the power to pass the proposed corporate actions without the concurrence of any of our other
stockholders.
Under the Delaware General Corporation Law, the three nominees receiving the greatest number of votes cast by the holders of our
common stock at the special meeting will be elected as directors of the Company. There will be no cumulative voting in the election of directors.
A simple majority of the votes cast at the special meeting is required to approve the amendments to our bylaws and our certificate of
incorporation.
AMENDMENT TO BYLAWS
The calling stockholders have determined that it is advisable to amend our bylaws, inasmuch as the Company cannot attract seven
directors, without directors’ insurance.
Vote Required
The affirmative vote of a majority of the total number of shares of our common stock including the voting rights of the Series A
preferred stock present in person or represented by proxy at the special meeting is required to approve the proposed amendments to the bylaws of
the Company. The calling stockholders will have the power to vote 357,024,833 shares of our common stock, which number exceeds the
majority of the 202,883,835 issued and outstanding shares of the common stock on the record date. The calling stockholders will vote in favor of
the proposed amendments to the bylaws of the Company.
ELECTION OF DIRECTORS
Three directors are to be elected at the special meeting to hold office until the next annual meeting or until their successors are elected.
We are not aware of any circumstances that would render any nominee unavailable for election.
Nominees
The following table sets forth information concerning each nominee for a director of the Company:
Name Age Position Director Since
Paul Parliament 49 President, Chief Executive Officer, and Director 2012
Martin Wolfe 66 Chief Financial Officer, Chief Accounting Officer, and
Director
2014
Douglas Brooks 48 Director N/A
Vote Required
The affirmative vote of a majority of the total number of shares of our common stock including the voting rights of the Series A
preferred stock present in person or represented by proxy at the special meeting is required to elect the proposed directors of the Company. The
calling stockholders will have the power to vote 357,024,833 shares of our common stock, which number exceeds the majority of the
202,883,835 issued and outstanding shares of the common stock on the record date. The calling stockholders will vote for the election of the
three nominees.
AMENDMENT TO CERTIFCATE OF INCORPORATION
The calling stockholders have determined that it is advisable to amend our certificate of incorporation so as to contain provisions more
suitable for a publicly-traded company.
There will be no change in the capital structure of the Company.
Vote Required
The affirmative vote of a majority of the total number of shares of our common stock including the voting rights of the Series A
preferred stock present in person or represented by proxy at the special meeting is required to approve the proposed amendments to the certificate
of incorporation of the Company. The calling stockholders will have the power to vote 357,024,833 shares of our common stock, which number
exceeds the majority of the 202,883,835 issued and outstanding shares of the common stock on the record date. The calling stockholders will
vote in favor of the proposed amendments to the certificate of incorporation of the Company.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Paul Parliament
President
ATTACHMENT A
RESOLUTIONS TO BE ADOPTED BY THE STOCKHOLDERS OF GOLDLAND HOLDINGS CO.
RESOLVED, that the bylaws of the Company be amended and restated in the manner presented to this meeting; and
RESOLVED FURTHER, that the number of directors of the Company be set at three, and the following individuals are hereby elected
to serve as only directors of the Company until their successors are elected and qualified:
Paul Parliament
Martin Wolfe
Douglas Brooks
RESOLVED FURTHER, that the certificate of incorporation of the Company be amended and restated in the manner presented to this
meeting; and
RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, for
and on behalf of the Company, to take any and all actions, to perform all such acts and things, to execute, file, deliver or record in the name and
on behalf of the Company, all such instruments, agreements, or other documents, and to make all such payments as they, in their judgment, or in
the judgment of any one or more of them, may deem necessary, advisable or appropriate in order to carry out the transactions contemplated by the
foregoing resolutions.