FRCN Firemans Contractors Inc (CE)

INFORMATION STATEMENT

PURSUANT TO SECTION 14 OF THE

SECURITIES AND EXCHANGE ACT OF 1934 AND

REGULATION 14C AND SCHEDULE 14C THEREUNDER

This Information Statement is circulated to advise the stockholders of action taken without a meeting upon the written consent of the holders of a majority of the outstanding votes of the Company.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

GENERAL

This Information Statement has been filed with the SEC and is being furnished to the holders of the outstanding shares of Common Stock of Firemans Contractors, Inc., a Nevada corporation. The purpose of this Information Statement is to provide notice that a majority of the Company’s stockholders, have, by written consent, approved of the Corporate Action.

This Information Statement will be mailed on or about June 30, 2014, to those persons who were stockholders of the Company as of the close of business on June 2, 2014 (the “ Record Date ”). The Corporate Action is expected to become effective on or about July 20, 2014. The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing.

As a majority of the Company’s stockholders have already approved of the Corporate Action by written consent, the Company is not seeking approval for the Corporate Action from any of the Company’s remaining stockholders, and the Company’s remaining stockholders will not be given an opportunity to vote on the Corporate Action. All necessary corporate approvals have been obtained, and this Information Statement is being furnished solely for the purpose of providing advance notice to the Company’s stockholders of the Corporate Action as required by the Securities Exchange Act of 1934 (the “ Exchange Act ”).

The Company’s Board approved the Corporate Action effective June 2, 2014, and fixed June 2, 2014 as the Record Date for determining the stockholders entitled to give written consent to the Corporate Action. As of June 2, 2014, the majority stockholders who voted for the Corporate Action held an aggregate of shares of the Company’s outstanding stock being equal to approximately 87% of the number of then outstanding available votes.

As of the Record Date, there were 599,263,445 shares of Common Stock issued and outstanding; 250,000 shares of Class A Convertible Preferred Stock issued and outstanding; and 40,000,000 shares of Class B Convertible Preferred Stock issued and outstanding.

EXPECTED DATE FOR EFFECTING THE CORPORATE ACTION

Under Section 14(c) of the Exchange Act and Rule 14c-2 promulgated thereunder, the Corporate Action cannot be effectuated until 20 days after the date that a Definitive Information Statement is sent to the Company's stockholders. This Definitive Information Statement will be filed on June 27, 2014. It is anticipated that this Definitive Information Statement will be mailed on or about June 30, 2014 (the “ Mailing Date ”) to the stockholders of the Company as of the close of business on June 2, 2013 (the “ Record Date ”). The Company expects to file the amendment to the Articles so as to effectuate the Corporate Action with the Nevada Secretary of State, approximately 20 days after the Mailing Date. The effective date of the amendments to the Articles and related Corporate Action therefore, is expected to be on or after July 20, 2014.

POTENTIAL ANTI-TAKEOVER EFFECTS OF CORPORATE ACTION

Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the Corporate Action discussed below, that may be used as an anti-takeover mechanism. In addition, certain provisions of our Articles, bylaws and applicable governing statutes may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by stockholders. Some of the Corporate Action discussed herein may have an over-all effect of making it more difficult to complete a possible acquisition proposal, merger or assumption of control by a principal stockholder and in turn, may make it more difficult to remove the then incumbent management. While it is possible that management could use these provisions to resist or frustrate a third-party transaction as described above, we have no current plans relating to any proposed takeover, have no knowledge of any proposed takeover attempts, nor did we intend to construct or enable any anti-takeover defense or mechanism on our behalf. We have no intent or plan to employ these provisions as anti-takeover devices or for the goal of entrenching the incumbent management and we do not have any plans or proposals to adopt any other provisions or enter into other arrangements that may have material anti-takeover consequences. Below outlines the Company’s potential anti-takeover provisions and protections, both related to the Corporate Action contained herein and include in the Company’s Articles, bylaws and corporate charter documents.

Increase in Authorized Stock

The increase in authorized Common Stock may make it more difficult or prevent or deter a third party from acquiring control of our Company or changing our Board and management, as well as inhibit fluctuations in the market price of our Company’s shares that could result from actual or rumored takeover attempts. The proposed increased in our authorized Common Stock is not the result of any such specific effort, rather, as indicated below, the purpose of the increase in the authorized Common Stock is to provide our Company’s management with certain abilities including, but not limited to, the issuance of Common Stock to be used for public or private offerings, conversions of convertible securities, issuance of options pursuant to employee stock option plans, acquisition transactions and other general corporate purposes, and not to construct or enable any anti-takeover defense or mechanism on behalf of our Company. While it is possible that management could use the additional shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent Shareholders, our Company presently has no intent or plan to employ any additional authorized shares as an anti-takeover device.

Cumulative Voting

Our Company’s Articles and by-laws do not provide for cumulative voting in the election of directors. The combination of the present ownership by a few shareholders of a significant portion of our Company’s issued and outstanding stock and lack of cumulative voting makes it more difficult for other shareholders to replace our Company’s Board or for another party to obtain control of our Company by replacing our Board.

Indemnification Arrangements

Our bylaws provide for indemnification of our directors and officers and provide for the advancement of expenses in connection with actual or threatened proceedings and claims arising out of their status as such to the fullest extent permitted by law, provided, however, that the officer shall not receive indemnification if he or she is finally adjudicated therein to be liable for negligence or misconduct in office. The indemnification provided also extends to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceeding, whether formally instituted or not.

Removal of Directors and Filling of Vacancies

The number of votes required to remove a director from the Board and giving remaining directors the sole right to fill a vacancy on the Board may make it more difficult for, or prevent or deter a third party from acquiring control of our Company or changing our Board and management.

CORPORATE ACTIONS

ACTION 1: INCREASE IN THE AUTHORIZED COMMON STOCK

The Board has approved an amendment to the Articles of Incorporation that will increase the authorized Common Stock from 600,000,000 shares to 2,000,000,000 shares. This action may make it more difficult or prevent or deter a third party from acquiring control of our Company or changing our Board and management, as well as inhibit fluctuations in the market price of our Company’s shares that could result from actual or rumored takeover attempts. The proposed increased in our authorized Common Stock is not the result of any such specific effort, rather, as indicated below, the purpose of the increase in the authorized Common Stock is to provide our Company’s management with certain abilities including, but not limited to, the issuance of Common Stock to be used for public or private offerings, conversions of convertible securities, issuance of options pursuant to employee stock option plans, acquisition transactions and other general corporate purposes, and not to construct or enable any anti-takeover defense or mechanism on behalf of our Company. While it is possible that management could use the additional shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent Shareholders, our Company presently has no intent or plan to employ any additional authorized shares as an anti-takeover device. The Company presently has no plans to issue additional shares of common stock other than in satisfaction of convertible debt.

ACTION 2: AUTHORIZE CLASS C CONVERTIBLE PREFERRED STOCK

The Board considers it in the best interests of our Company and the stockholders to authorize new class of shares - Class C Convertible Preferred Stock, par value $1.00, in the amount of 500,000.

Class C shares have 8% cumulative dividends, payable once per year, on or around August 1. Class C stock is ranked senior and prior to Class A convertible preferred stock, Class B convertible preferred stock, and to the Corporation’s common stock as to dividends and upon liquidation. Class C shares have liquidation rights of $1.00 per share. Class C shares have no voting rights. Class C stock can be converted into shares of common stock after 2 years have passed since the original issue date, upon demand from the holder, based on the closing price of common stock on the date of the demand. The Company intends to use Class C stock to raise additional capital. 

EXPECTED DATE FOR EFFECTING THE CORPORATE ACTION

Under Section 14c of the Exchange Act and Rule 14c-2 promulgated thereunder, the Corporate Action cannot be affected until 20 days after the date this Definitive Information Statement is sent to the Company’s stockholders. The Company expects this Definitive Information Statement will be sent on or about June 30, 2014, to the stockholders of the Company as of the Record Date.

Pursuant to the consent resolutions adopted by a majority of the stockholders, notwithstanding the fact that the Corporate Action has been approved by the Company’s majority stockholders, the Company’s Board may, by resolution, abandon the Corporate Action at any time prior to the effective date of the Corporate Action without any further action by the Company’s stockholders.