Sunday, July 05, 2015 10:44:05 AM
This information statement has been mailed on or about July 1, 2015 to the shareholders of record on June 25, 2015 (the “Record Date”) of Soul and Vibe Interactive, Inc., a Nevada corporation (the “Company”), in connection with certain actions to be taken by the written consent by the holder of a majority of the voting power of the outstanding capital stock of the Company, dated as of June 25, 2015. The actions to be taken pursuant to the written consent may be taken on or about July 21, 2015, 20 days after the mailing of this information statement.
As of the record date of June 25, 2015 (the “Record Date”), the Company's authorized capitalization consisted of 300,000 shares of Common Stock, of which 101,902,154 shares were issued and outstanding and 10,000,000 shares of Preferred Stock authorized, of which 130,000 were issued and outstanding. Each share of Common Stock entitles its holder to one vote on each matter submitted to the shareholders. However, because shareholders holding a majority of the voting rights of all outstanding shares of common stock as of June 25, 2015 have voted in favor of the foregoing action by resolution dated June 25, 2015, no other shareholder consents will be solicited in connection with this Information Statement.
Shareholders of record on the Record Date will be entitled to receive this notice and Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will not be implemented until a date at least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates that effectuating the reverse split will be done, if at all, in the month of July, 2015.
1:20-1:40? that is a pretty Small reverse split imho.
Based on 101,902,154 shares of Common Stock issued and outstanding as of the Record Date, immediately following the Reverse Split the Company would have approximately 5,095,108 shares of Common Stock issued and outstanding (without giving effect to rounding for fractional shares) if the Ratio were one (1) for twenty (20) and approximately 2,547,554 shares of Common Stock issued and outstanding (without giving effect to rounding for fractional shares) if the Ratio were one (1) for forty (40).
The Board of Directors and the holders of a majority of the voting power of the Company’s shareholders have adopted resolutions permitting, but not requiring, the Board of Directors of the Company (the “Board”) to effectuate a reverse split (the “Reverse Split”) of the Company’s common stock, par value $0.001 per share, (the “Common Stock”), by a ratio of not less than one (1) for twenty (20) and not more than one (1) for forty (40) (the “Ratio”), with the exact Ratio to be set at a whole number within this range as determined by the Board in its sole discretion.
The Reverse Split would permit (but not require) the Company’s Board of Directors to effect a Reverse Split of the Company’s issued and outstanding Common Stock by the Ratio, with the exact Ratio to be set at a whole number within this range as determined by the Board in its sole discretion, within one year of approval by the shareholders of the Company, provided that the Board of Directors determines to effect the Reverse Split.
The Board of Directors reserves the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split is no longer in the best interests of the Company and its shareholders. Any fractional shares will be rounded up to the next whole number.
This pps drop is a good opportunity to get a nice penny land starter position. With or without the R/s $SOUL is going back to .XX this quarter.
The Common Stock will continue to be quoted on the OTCQB, subject to any decision of the Company’s Board of Directors to list the Company’s securities on a stock exchange. Information Statement - All Other (definitive) (def 14c)
This pps drop is a good opportunity to get a nice penny land starter position. With or without the R/s $SOUL is going back to .XX this quarter.
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