NOTICE IS HEREBY GIVEN that the following actions have been approved pursuant to the written consent of the holders of a majority of the voting power of the outstanding capital stock of the Company dated August 19, 2014, in lieu of a special meeting of the shareholders.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the record date of August 19, 2014 (the “Record Date”), the Company’s authorized capitalization consisted of 500,000,000,000 shares of Common Stock, of which 2,644,187,167shares were issued and outstanding and 50,000,000 shares of Series A Preferred, of which 50,000,000 shares were issued and outstanding. Each share of Common Stock entitles its holder to one (1) vote on each matter submitted to the shareholders and each share of Series A Preferred entitles its holder to two hundred fifty (250) votes on each matter submitted to the shareholders. However, because shareholders holding a majority of the voting rights of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing actions by resolution dated as of the Record Date, 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 the amendments discussed above will be effected on or about the close of business of September 30, 2014.
This Information Statement will serve as written notice to shareholders pursuant to Section 78.370 of the Nevada Revised Statutes.
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify the Company’s shareholders as of the Record Date of certain corporate actions expected to be taken pursuant to the consents or authorizations of shareholders representing a majority of the voting rights of the Company’s outstanding capital stock.
Shareholders holding a majority of the voting power of the Company’s outstanding capital stock voted in favor of the corporate matters outlined in this Information Statement, consisting of the amendments to the Company’s Articles to: (1) change the name of the Company to “Moon River Studios, Inc.” (the “Name Change”), and (2) effectuate a one-for-one-thousand (1:1,000) reverse split of (a) the Company’s issued and outstanding shares of Common Stock; and (b) the Company’s issued and outstanding shares of Series A Preferred (the “Reverse Split”, and together with the Name Change, the “Actions”).
1. To amend the Company’s Articles of Incorporation (the “Articles”) to change the name of the Company to “Moon River Studios, Inc.” and
2. To authorize the board of directors of the Company to amend its Articles to effectuate a one-for-one-thousand (1:1,000) reverse split of (i) the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”); and (ii) the Company’s issued and outstanding shares of Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”). http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=10195979