UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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Preliminary Information Statement
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Confidential, for use of the Commission only (a permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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SWORDFISH FINANCIAL, INC.
(Name of Registrant As Specified in Charter)
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SWORDFISH FINANCIAL, INC.
1400 W. NORTHWEST PARKWAY
GRAPEVINE, TEXAS 76051
(817) 845-6244
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION
14C THEREUNDER
___________________
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
To the Stockholders of Swordfish Financial, Inc.:
This Information Statement has been filed with
the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), to the holders (the “Stockholders”) of common stock, no par value per
share (the “Common Stock”), of Swordfish Financial, a Minnesota corporation (the “Company”), to notify
the Stockholders that on March 25, 2014 a majority of the Company’s Board of Directors, under Minnesota law by written consent,
authorized the following:
1. Adoption of the Swordfish Financial, Inc. 2014 Incentive Stock
Option and Restricted Stock Plan (the “Plan”);
2. Approve the issuance of up to 2,000,000,0000 shares of common
stock under the Plan; and
3. Amendment to our Articles of Incorporation increasing the
number of authorized Common Stock to 5,000,000,000.
On March 25, 2014, our majority shareholder
and Chief Executive Officer, owning 50,000,000 shares of our Common Stock, 25,000,000 shares of our Series A Preferred Stock –
representing 71.4% of the total common voting rights of the Company, by written consent, ratified, approved and confirmed the acts
of the officers of the Company in ratifying the Plan and consummating the transactions embodied therein.
For further information regarding these matters,
I urge you to carefully read the accompanying Information Statement. If you have any questions about these proposals or would like
additional copies of the Information Statement, you should contact Mr. K. Bryce Toussaint, the Company Secretary at 1400 W. Northwest
Highway, Grapevine, Texas 76051
By order of the Board of Directors
/s/ Clark Ortiz
____________________________
Clark Ortiz
President and Chief Executive Officer
SWORDFISH FINANCIAL, INC.
1400 W. NORTHWEST PARKWAY
GRAPEVINE, TEXAS 76051
(817) 845-6244
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION
14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
General:
This Information Statement is being furnished
to all holders of the common stock of Swordfish Financial, Inc. (the “Company”) as of March 25, 2014 in connection
with the action taken by written consent of holders of the majority of the outstanding common stock of the Company to adopt the
2014 Incentive Stock Option and Restricted Stock Plan
“We,” “us,” “our,”
the “Registrant” and the “Company” refers to Swordfish Financial, Inc., a Minnesota corporation.
2014 Incentive Stock Option and Restricted
Stock Plan & Related Actions
This Information Statement is furnished to
the stockholders of the Company in connection with our prior receipt of approval by our Chief Executive Officer and holder of 71.4%
of the common voting rights of the Company, Clark Ortiz, by written consents, in lieu of a special meeting of shareholders to adopt
our 2014 Incentive Stock Option and Restricted Stock Plan (the “Plan”)(the “Voting Stockholder”). In connection
with adopting the Plan, the Voting Stockholder also approved the issuance of up to 2,000,000,000 shares of our common stock pursuant
to the terms of the Plan. As of March 25, 2014, the Voting Stockholder is the owner of 50,000,000 shares of our common stock and
25,000,000 shares of our Series A Preferred Stock. The Preferred Stock is convertible into 10 shares of a common stock per share
and carries with it voting rights
pari passu
to our common stock
at a factor of 100 common votes for each share of Preferred Stock (e.g., 2,500,000,000 votes).
Currently, the Company does not have a formal
equity compensation plan in place. The Plan, in relevant part, provides that our Board of Directors may by majority vote direct
that employees, directors and consultants of the Company be granted shares of our common stock and options to purchase shares of
our common stock as compensation for past and future services rendered to the Company. Specifically, the Plan provides that the
Company may grant such eligible individuals incentive stock options, non-qualified stock options, shares of common stock and stock
appreciation rights. The Board of Directors and Voting Shareholder anticipate that in adopting the Plan, the Company will become
better suited to attract and retain qualified directors, employees and consultants to the Company.
In connection with adopting the Plan, the Voting
Shareholder also approved a resolution that up to 2,000,000,000 shares of our common stock may be issued under the terms and conditions
of the Plan. That is, at its discretion, the Board of Directors may elect to have issued to directors, employees and consultants
it deems deserving, up to 2,000,000,000 newly issued shares of our common stock, options to purchase our common stock, or some
combination thereof. If our Board of Directors decides to issue shares of common stock or options to purchase our common stock,
the issuance of such securities would not affect the rights of the holders of our currently outstanding common stock, except for
affects incidental to increasing the number of outstanding shares of our common stock, such as dilution of the earnings per share
and voting rights of current holders of common stock.
Finally, to accommodate the future issuance
of our Common Stock pursuant to the terms and conditions of the Plan, the Voting Stockholder approved a resolution amending our
Articles of Incorporation to issue up to 5,000,000,000 shares of our Common Stock from its previous total of 3,000,000,000.
Security Ownership of Certain Beneficial
Owners and Management
As of March 25, 2014, our Chief Executive Officer,
President and Director, Clark Ortiz was the owner of 50,000,000 shares of our Common Stock and 25, 000,000 shares of our Series
A Preferred Stock. The Preferred Stock is convertible at the holder’s election into 250,000,000 shares of our Common Stock.
The Preferred Stock also carries with it voting rights
pari passu
to our Common Stock at a factor of 100 common votes for each share of Preferred or, in total, 2,500,000,000 votes. Together, Mr.
Ortiz, controls 71.4% of the total common voting rights. His ownership of our securities will not change as a result of the actions
described herein. Our Board of Directors has not yet caused any awards to be made pursuant to the Plan.
Section 16(A) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Exchange Act requires
our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with
the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors and greater
than 01% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. All such persons
have filed all required reports.
Documents Incorporated by Reference
Our Annual Report on Form 10-K for the year ended December
31, 2012 and our Quarterly Reports on Form 10-Q for the periods ended September 30, 2013 and June 30, 2013, are incorporated by
reference herein.
Copies of Annual and Quarterly Reports
We will
furnish a copy of our Annual Report on Form 10-K for the year ended December 31, 2012, our Quarterly Reports on Form 10-Q for the
periods ending September 30, 2013 and June 30, 2013, respectively, and any exhibit referred to therein without charge to each person
to whom this Information Statement is delivered upon written or oral request by first class mail or other equally prompt means
within one business day of receipt of such request. Any request should be directed to our corporate secretary at the above address
.
By order of the Board of Directors
/s/ Clark Ortiz
____________________________
Clark Ortiz
President and Chief Executive Officer
Exhibits:
99.1 2014 Incentive Stock Option and Restricted Stock Plan