Actually they are reacting to real risk which some here seem not to grasp.
General
This Information Statement is first being furnished on or about October __, 2018 to stockholders of record as of the close of business on September 7, 2018 (the “Record Date”) of the Common Stock, par value $0.001 per share (the “Common Stock”), of ProBility Media Corporation in connection with the following (collectively, the “Actions”):
1. Amendment of the Certificate of Incorporation increasing the number of authorized shares of Common Stock from 500,000,000 shares to 5,000,000,000 shares; and
2. Grant of discretionary authority to the Board of Directors of Probility Media to implement a reverse stock split of the outstanding shares of Common Stock on the basis of one post-reverse split share for up to every 100 pre-reverse split shares (for example, if you own 100 shares now, you will own 1 share after the reverse stock split) to occur as soon as practicable, with the exact time of the reverse stock split and the exchange ratio of the reverse split to be determined by the Board of Directors. A proposed 1-for-100 reverse stock split of the outstanding shares of Common Stock would reduce the outstanding shares of Common Stock from 77,931,415 shares to approximately 779,314 shares;
The Board of Directors has approved, and the current executive officers and directors of ProBility Media (the “Consenting Stockholders”), representing 42,073,061 shares out of 77,931,415 shares of Common Stock outstanding as of September 7, 2018, have consented in writing to the Actions. Such approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding Common Stock and are sufficient under the Nevada Revised Statutes and ProBility Media’s By-Laws to approve the Actions. Accordingly, the Actions will not be submitted to the other stockholders of ProBility Media for a vote and this Information Statement is being furnished to stockholders to provide them with certain information concerning the Actions in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including Regulation 14C.
This Information Statement contains forward-looking statements which involve risks and uncertainties. ProBility Media’s actual results may differ significantly from the results discussed in the forward-looking statements.
ProBility Media will pay all costs associated with the distribution of the Information Statement, including the costs of printing and mailing. ProBility Media will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of the Common Stock.
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