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
Check the
appropriate box:
[ ]
Preliminary Information Statement
[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[x] Definitive
Information Statement
Cross
Click Media Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[x] No fee
required.
[ ] Fee
computed on table below per Exchange Act Rules 14c-5(g)
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Aggregate number of securities to which
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(3) |
Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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(5) |
Total fee paid: |
[ ] Fee
paid previously with preliminary materials.
[ ]
Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(2) |
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No.: |
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Date Filed: |
CROSS
CLICK MEDIA INC.
8275
S. Eastern Avenue, Suite 200-661
Las
Vegas, NV 89120
Telephone:
(855) 267-4461
November
10, 2014
NOTICE OF
STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear Shareholders:
The
enclosed Information Statement is being furnished to the holders of record of shares of the common stock of Cross Click Media
Inc., a Nevada corporation (the “Company”), in connection with our prior receipt of approval by written consent in
lieu of a special meeting, of the holder of a majority of our voting securities of an amendment to our Articles of Incorporation
(the “Amendment”) to increase the number of authorized shares of common stock from 450,000,000 to 2,990,000,000.
On
October 8, 2014, the Company obtained the approval of the Amendment, by written consent of a stockholder that is the record owner
of 26,555,560 shares of common stock and 1,000,000 shares of Class B Convertible Preferred Stock which represents an additional
3,000,000,000 shares of voting power in common stock or 93.12% as of October 8, 2014. The filing of the Amendment with the Nevada
Secretary of State will become effective twenty (20) calendar days after the mailing of this Information Statement.
THE
COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY. Because the written consent of the holder
of a majority of our voting power satisfies all applicable stockholder voting requirements, we are not asking for a proxy: please
do not send us one.
Only stockholders
of record at the close of business on October 27, 2014 (the “Record Date”) shall be given a copy of this Information
Statement. The date on which this Information Statement will be sent to stockholders will be on or about November 10, 2014.
This Information
Statement is for information purposes only. Please read it carefully.
Sincerely, |
| |
| /s/ Kurtis A. Kramarenko |
| Kurtis A. Kramarenko |
| President and Chief Executive Officer |
CROSS
CLICK MEDIA INC.
8275
S. Eastern Avenue, Suite 200-661
Las
Vegas, NV 89120
Telephone:
(855) 267-4461
_____________________
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
_________________________________
NO
VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
THE
COMPANY IS NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND A PROXY.
This
Information Statement is being furnished to the holders of record of shares of the common stock of Cross Click Media Inc., a Nevada
corporation (the “Company”) in connection with the proposed action by written consent to authorize the approval of
an amendment of our Articles of Incorporation to increase the number of authorized shares of common stock from 450,000,000 shares
to 2,990,000,000 shares.
The
board of directors has unanimously approved the Amendment, and MCKEA Holdings, LLC, a stockholder owning approximately 93.12%
of the outstanding voting power of the Company as of the Record Date, has adopted, ratified and approved the proposed actions.
No other votes are required or necessary to effectuate the proposed actions. See the caption "Vote Required for Approval"
below. Such action by our stockholder will be effective twenty (20) calendar days after the date this Information Statement is
first mailed to our stockholders and after the filing of the Amendment and required notices with the Nevada Secretary of State's
office and the State of Nevada.
The
Annual Report on Form 10-K for the year ended December 31, 2013, and any reports on Form 8-K and Form 10-Q filed by the Company
during the past year with the Securities and Exchange Commission (the “SEC”) may be viewed on the SEC’s website
at www.sec.gov in the Edgar Archives. The Company is presently current in the filing of all reports required to be filed by it.
See the caption “Where You Can Find More Information” below.
DISTRIBUTION
AND COSTS
The
Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and
mailing. In addition, the Company will only deliver one Information Statement to multiple security holders sharing an address,
unless the Company has received contrary instructions from one or more of the security holders. Also, the Company will promptly
deliver a separate copy of this Information Statement and future shareholder communication documents to any security holder at
a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information
Statement and future shareholder communication documents to any security holder or holders sharing an address to which multiple
copies are now delivered, upon written request to the Company at its address noted above.
Shareholders
may also address future requests regarding delivery of information statements by contacting the Company at the address noted above.
VOTE
REQUIRED FOR APPROVAL
The
board of directors of the Company has adopted, ratified and approved the proposal to authorize the Amendment, and a stockholder
of the Company holding a majority of the voting power on the Record Date has approved the Amendment.
AMENDMENT
TO ARTICLES OF INCORPORATION
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER SHARES OF COMMON
STOCK
PURPOSE
The
Company’s board of directors has unanimously adopted a resolution seeking stockholder approval to authorize an amendment
to our Articles of Incorporation to increase the number of authorized shares of common stock from 450,000,000 shares to 2,990,000,000
shares. The Company’s Articles of Incorporation, as currently in effect, authorizes the Company to issue up to 450,000,000
shares of common stock, par value $0.001 per share. The board of directors has proposed an increase in the number of authorized
shares of the common stock of the Company and a stockholder holding a majority of the outstanding voting power has approved the
filing of the Amendment. Upon the filing of the Amendment, the Company will be authorized to issue 2,990,000,000 shares of common
stock and the authorized number of shares of preferred stock will remain the same.
While the Company has no specific plans at
this time for the issuance of the additional common stock, the Company is party to a number of convertible notes under which the
holders may convert all or portions of such notes at prices representing a percentage of the market price of the Company’s
common stock. If and when the market price for the Company’s common stock declines, these convertible debt holders may require
additional shares to be reserved. In addition, as the market price of the Company’s common stock declines, the convertible
note holders will have the right to receive an increasing number of shares of common stock upon conversion of their notes. Additionally,
although it has no specific plans to do so, the Company reserves the right to sell common stock to equity investors in order to
provide the Company with additional capital for operational and expansion purposes.
The
board of directors believes that authorizing this increase in the number of authorized shares of common stock is in the best interest
of the Company and its stockholders.
EFFECT
The relative voting and other rights of holders
of the common stock will not be altered by the authorization of an increase in shares of common stock. Each share of common stock
will continue to entitle its owner to one vote. As a result of the increased authorization, the potential number of shares of
common stock outstanding will be increased. Generally, existing shareholders will experience dilution of their ownership percentage
in the company if and when additional shares of common stock are issued. Such dilution may negatively affect the value of existing
shares of common stock, may affect the amount of any dividends paid to such stockholders if and when dividends are declared, and
may reduce the share of the proceeds of the Company that they would receive upon liquidation of the Company.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
Company’s board of directors fixed the close of business on October 27, 2014 as the record date of the determination of the
stockholders entitled to notice of the action by written consent.
As of October 8, 2014, the Company has no
class of voting stock outstanding other than the common stock and Class B Convertible Preferred Stock. The Company had 250,094,265
shares of common stock outstanding, and each share of common stock is entitled to one vote. The company had 1,000,000 shares of
Class B Convertible Preferred Stock outstanding, and each share is entitled to 3,000 votes. In addition, Class B Convertible Preferred
Stock is convertible to shares of our common stock, at the option of the holder, at a rate of 250 shares of common stock for each
preferred share held. The conversion right also contains an anti-dilution feature whereby, for each additional share of common
stock issued by us in the future, the holders of the Class B Convertible Preferred Stock shall, as a whole, received an equal
number of common shares on a pro-rata basis. Further, for so long as shares of our Class B Convertible Preferred Stock are issued
and outstanding, we may not designate any additional classes of preferred stock without the written consent of the holders of
the majority of the then-issued and outstanding Class B Convertible Preferred shares. In any liquidation, holders of our Class
B Convertible Preferred Stock will participate, on an as-converted basis, pro-rata with the holders of our common stock. Shares
of Class B Convertible Preferred Stock have no dividend rights. MCKEA Holdings, LLC, a stockholder holding 26,555,560 shares of
common stock and 1,000,000 shares of Class B Convertible Preferred Stock, representing a total of approximately ninety-three percent
(93.12%) of total shareholder voting rights of the securities of the Company, as of the Record Date, has consented to the action
required to authorize the Amendment. The total voting power of our issued and outstanding shares of common stock and Class B Convertible
Preferred Stock, both in total and as exercised by MCKEA Holdings, LLC is as follows:
| Class |
Total Issued and Outstanding |
Total Voting Power |
Held by MCKEA Holdings, LLC |
Voting Power Held by
MCKEA Holdings, LLC |
| Common |
250,094,265 |
250,094,265 |
26,555,560 |
26,555,560 |
| Class B Convertible Preferred |
1,000,000 |
3,000,000,000 |
1,000,000 |
3,000,000,000 |
| Totals |
|
3,250,094,265 |
|
3,026,555,560 |
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table lists, as of October 8, 2014, the number of shares of the Company’s common stock that are beneficially owned
by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of our common stock; (ii) each executive
officer and director of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial
ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using
“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person
is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or
direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.
The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any
pecuniary beneficial interest.
| Title
of Class | |
Name
and Address of Beneficial Owners
Directors and Officers | |
Amount
of Beneficial Ownership(1) | |
%
of Class |
| Common Stock | |
Kurtis
A. Kramarenko
1450 Biscayne Way
Haslett,
MI 48840 | |
| 2,000,000(2) | | |
| 0.80 | % |
| Common Stock | |
Gary R. Gottlieb
3625
W. MacArthur Blvd. #301
Santa Ana, CA 92704 | |
| 1,500,000 | | |
| 0.60 | % |
| Common Stock | |
Darren M. Magot
9061
Niguel Circle
Huntington Beach, CA 92646 | |
| 750,000(3) | | |
| 0.30 | % |
| Common Stock | |
Edmund Arguelles
265-1/2
Broadway
Chula Vista, CA 91910 | |
| 3,500,000 | | |
| 1.40 | % |
| Common
Stock | |
DIRECTORS
AND OFFICERS – TOTAL | |
| 7,750,000 | | |
| 3.1 | % |
| | |
Other
5% SHAREHOLDERS | |
| | | |
| | |
| Common Stock | |
Finiks
Capital, LLC(4) 6250
Mountain Vista St., #C1 Henderson,
NV 89014 | |
| 20,000,000 | | |
| 8.00 | % |
| Common Stock | |
MCKEA
Holdings, LLC(5) P.O.
Box 3587 Tustin,
CA 92781 | |
| 26,555,560 | | |
| 10.62 | % |
| | |
Directors
and Officers | |
| | | |
| | |
| Class B Convertible Preferred Stock | |
Kurtis A. Kramarenko
1450 Biscayne Way
Haslett,
MI 48840 | |
| 0 | | |
| 0 | % |
| Class B Convertible Preferred Stock | |
Gary R. Gottlieb
3625
W. MacArthur Blvd. #301
Santa Ana, CA 92704 | |
| 0 | | |
| 0 | % |
| Class B Convertible Preferred Stock | |
Darren M. Magot
9061
Niguel Circle
Huntington Beach, CA 92646 | |
| 0 | | |
| 0 | % |
| Class B Convertible Preferred Stock | |
Edmund Arguelles
265-1/2
Broadway
Chula Vista, CA 91910 | |
| 0 | | |
| 0 | % |
| Class
B Convertible Preferred Stock | |
DIRECTORS
AND OFFICERS – TOTAL | |
| 0 | | |
| 0 | % |
| | |
Other
5% SHAREHOLDERS | |
| | | |
| | |
| Class B Convertible Preferred Stock | |
MCKEA
Holdings, LLC(5) P.O.
Box 3587 Tustin,
CA 92781 | |
| 1,000,000 | | |
| 100.00 | % |
| |
(1) |
The percent of class is based on 250,094,265
shares of the Company’s common stock and 1,000,000 shares of Class B Convertible Preferred Stock issued and outstanding
as of October 8, 2014. |
| |
(2) |
Includes 1,000,000 shares of common
stock, together with vested options to purchase 1,000,000 shares of common stock (out of a total award of 4,000,000 options)
at a price of $0.05 per share. |
| |
(3) |
Includes 250,000 shares of common stock,
together with vested options to purchase 500,000 shares of common stock (out of a total award of 1,000,000 options) at a price
of $0.08 per share. |
| |
(4) |
James P. Hodgins is the Managing Member
of Finiks Capital, LLC and, in that capacity, has the authority to make voting and investment decisions regarding its common
stock. |
| |
(5) |
Kristine L. Ault is the Managing Member
of MCKEA Holdings, LLC and, in that capacity, has the authority to make voting and investment decisions regarding its common
stock and Class B Convertible Preferred Stock. Class B Convertible Preferred Stock outstanding is entitled to 3,000 votes
for each share held. In addition, Class B Convertible Preferred Stock is convertible to shares of our common stock, at the
option of the holder, at a rate of 250 shares of common stock for each preferred share held. The conversion right also contains
an anti-dilution feature whereby, for each additional share of common stock issued by us in the future, the holders of the
Class B Convertible Preferred Stock shall, as a whole, received an equal number of common shares on a pro-rata basis. In total,
MCKEA Holdings, LLC holds 3,026,555,560 shares in voting power, representing approximately 93.12% of the current shareholder
voting power. |
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, associate of any director, executive officer or any other person has any substantial interest, direct
or indirect, by security holdings or otherwise, in any action covered by the related resolutions adopted by the board of directors,
which is not shared by all other stockholders.
FORWARD-LOOKING
STATEMENTS
This
Information Statement may contain certain “forward-looking” statements representing our expectations or beliefs regarding
our Company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic
performance, financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing,
words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve
substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending
on a variety of important factors, including factors discussed in this and other of our filings with the Securities and Exchange
Commission.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance
with the Securities Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange
Commission relating to our business, financial statements, and other matters. These reports and other information may be inspected
and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549.
Our SEC filings are also available to the public on the SEC’s website at http://www.sec.gov.
OTHER
MATTERS
The
Board knows of no other matters other than those described in this Information Statement which have been approved or considered
by the holders of a majority of the shares of the Company’s voting stock.
IF
YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE PLAN, PLEASE CONTACT:
CROSS
CLICK MEDIA INC.
8275 S.
Eastern Avenue, Suite 200-661
Las Vegas,
NV 89120
Telephone:
(855) 267-4461
Sincerely,
|
| /s/ Kurtis A. Kramarenko |
| Kurtis A. Kramarenko |
| President and Chief Executive Officer |