HLWD Almost Never Films Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

 

SMACK SPORTSWEAR

(Name of Registrant as Specified in Its Charter)

N/A

(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 14a-6(i)(1) and O-11.

[ ] 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.

 

February 2, 2016

Dear Shareholders:

We cordially invite you to attend our Special Meeting of Shareholders.  The meeting will be held on February 29, 2016, at 10:00 a.m. local time, at the offices of David Lubin & Associates, PLLC, 108 S. Franklin Avenue, Suite 10, Valley Stream, NY 11580.

With this letter we are including the notice for our meeting, the proxy statement, and the proxy card.  At the meeting, we will vote on the following matters:

1.

To authorize the amendment of our Articles of Incorporation for the purpose of increasing the authorized capital of the Company from seventy million (70,000,000) shares of common stock, $.001 par value per share, to two hundred million (200,000,000) shares of common stock, $.001 par value per share.

2.	To change the name of the company from “Smack Sportswear” to “Almost Never Films Inc.”

3.	To transact such other business as may properly be brought before a special meeting of the shareholders of our company or any adjournment thereof.

Your vote is important to us, and I look forward to seeing you at the meeting.  If you do not plan to attend the meeting in person, please complete, sign and return the attached proxy card so that your shares can be voted at the meeting in accordance with your instructions. Thank you for your interest in Smack Sportswear.

	Sincerely,
	SMACK SPORTSWEAR
	By:	/s/ Danny Chan
		Danny Chan Chief Executive Officer and Chief Financial Officer

                                                                                                                                             

SMACK SPORTSWEAR

13636 Ventura Blvd #475 

Sherman Oaks, CA 91423

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A special meeting the (“Meeting”) of the shareholders of Smack Sportswear (the “Company”) will be held on February 29, 2016, at 10:00 a.m., at the offices of David Lubin & Associates, PLLC, 108 S. Franklin Avenue, Suite 10, Valley Stream, NY 11580 for the following purposes:

1.

To authorize the amendment of our Articles of Incorporation for the purpose of increasing the authorized capital of the Company from seventy million (70,000,000) shares of common stock, $.001 par value per share, to two hundred million (200,000,000) shares of common stock, $.001 par value per share.

2.	To change the name of the company from “Smack Sportswear” to “Almost Never Films Inc.”

3.	To transact such other business as may properly be brought before a special meeting of the shareholders of our company or any adjournment thereof.

 

You may vote at the meeting if you were a shareholder at the close of business on February 1, 2016 (the “Record Date”).  Only shareholders of record at the Record Date are entitled to notice of and to vote at the Meeting or any adjournments thereof.

Your attention is called to the Proxy Statement on the following pages.  Please review it carefully.  We hope you will attend the Meeting.  If you do not plan to attend, please sign, date and mail the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States, so that your shares can be voted at the Meeting in accordance with your instructions.  For more instructions, please see the Questions and Answers beginning on page 1 of this Proxy Statement and the instructions on the attached proxy card.

 

	By Order of the Board of Directors,
	February 2, 2016
	SMACK SPORTSWEAR
	By:	/s/ Danny Chan
		Danny Chan Chief Executive Officer and Chief Financial Officer

 

 

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE.

QUESTIONS AND ANSWERS ABOUT THIS
 PROXY MATERIAL AND THE SPECIAL MEETING

These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entire Proxy Statement, as well as the documents incorporated by reference in this Proxy Statement.

Why am I receiving this proxy material?

This Proxy Statement and the accompanying proxy card are being mailed to holders of shares of common stock, $0.001 par value (the “Common Stock”), of Smack Sportswear, a Nevada corporation (the “Company”), commencing on or about February 2, 2016, in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the special meeting of the shareholders of the Company (the “Meeting”) to be held at the offices of David Lubin & Associates, PLLC, 108 S. Franklin Avenue, Suite 10, Valley Stream, NY 11580 on February 29, 2016 at 10:00 a.m.  You are invited to attend the Meeting and are requested to vote on the proposal described in this Proxy Statement.

What information is contained in these materials?

The information included in this Proxy Statement relates to the proposal to be voted on at the Meeting, the voting process, the security ownership of certain beneficial owners and management, and certain other required information.

On what matters am I voting?

Our Board seeks shareholder approval for the proposal to amend our Articles of Incorporation for the purpose of (a) increasing the authorized capital of the Company from seventy million (70,000,000) shares of common stock to two hundred million (200,000,000) shares of common stock, as set forth in Proposal No. 1 below and (b) changing the name from “Smack Sportswear” to “Almost Never Films Inc.”, as set forth in Proposal No. 2 below.  As previously reported in our Current Report on Form 8-K filed with the SEC on January 20, 2016, the Company acquired Almost Never Films Inc. (“Almost Never”), an Indiana company, by issuing to the two shareholders of said company 1,000,000 shares of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”), par value $0.001 per share in exchange for all 100,000,000 shares of the issued and outstanding common stock of Almost Never. As a result of the transaction, Almost Never become a wholly-owned subsidiary of the Company. Since the Company consummated the transaction with Almost Never, the Board has determined that the name of the Company should be changed to reflect the proposed operations of Almost Never.  The shareholders will also transact any other business that properly comes before the Meeting.

What is our Board’s voting recommendation?

The Board has approved the increase in the authorized capital of the Company from seventy million (70,000,000) shares of common stock to two hundred million (200,000,000) shares of common stock and recommends that stockholders of the Company vote FOR approval of increase in the authorized capital of the Company.  In the event that this proposal is approved, the Board will file an amendment to the Company’s Articles of Incorporation in Nevada similar to the attached Appendix A to increase the authorized capital of the Company.

The Board has approved the change in the name of the Company from “Smack Sportswear” to “Almost Never Films Inc.”, and recommends that stockholders of the Company vote FOR approval of the change of the name of the Company.  In the event that this proposal is approved, the Board will file an amendment to the Company’s Articles of Incorporation in Delaware similar to the attached Appendix B to increase the authorized capital of the Company.

Who can vote at the Meeting?

Stockholders who owned shares of Common Stock as of the close of business on the Record Date may attend and vote at the Meeting. The record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof is February 1, 2016, the date prior to the date of this notice. Each share held on the Record Date is entitled to one vote.  There were 27,621,237 shares of Common Stock outstanding as of the Record Date and 1,000,000 shares of Series A Preferred Stock issued and outstanding as of the Record Date, with each share of Preferred Stock treated provisionally as convertible into 100 shares of Common Stock.

 

How do I vote?

You may vote your shares either by proxy or in person at the Meeting (please also see the detailed instructions on your proxy card).  Each such share is entitled to one vote on each matter submitted to a vote at the Meeting.  To vote by proxy, please complete, sign and mail the enclosed proxy card in the envelope provided, which requires no postage for mailing in the United States.  If a proxy specifies how it is to be voted, it will be so voted.  If you return a signed proxy card but do not provide voting instructions, your shares will be voted FOR approval of Proposal No. 1 and Proposal No. 2 in accordance with the recommendation of our Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder, with respect to any other matter that is properly brought before the Meeting for action by shareholders.  Proxies in the form enclosed are being solicited by our Board for use at the Meeting.

May I revoke my proxy?

As a holder of record of our shares, you may revoke your proxy and change your vote at any time prior to the Meeting by giving written notice of your revocation to our Chief Executive Officer, Danny Chan, by signing another proxy card with a later date and submitting this later dated proxy to Mr. Chan before or at the Meeting, or by voting in person at the Meeting. Please note that your attendance at the Meeting will not constitute a revocation of your proxy unless you actually vote at the Meeting.  Giving a proxy will not affect your right to change your vote if you attend the Meeting and want to vote in person. We will pass out written ballots to any holder of record of our shares who wants to vote at the Meeting.

Any written notice of revocation or subsequent proxy should be sent to Smack Sportswear, Attention: Danny Chan, Chief Executive Officer, 13636 Ventura Blvd., #475, Sherman Oaks, California 91423, or hand delivered to Mr. Chan at or before the voting at the Meeting.

 

What does it mean if I receive more than one proxy card?

If your shares are registered differently or are held in more than one account, you will receive more than one proxy card. Please sign and return all proxy cards to ensure that all of your shares are voted.

Will my shares be voted if I do not sign and return my proxy card?

If you are the record holder of your shares and do not return your proxy card, your shares will not be voted unless you attend the Meeting in person and vote your shares.

What is a quorum and what constitutes a quorum?

A “quorum” is the number of shares that must be present, in person or by proxy, in order for business to be conducted at the Meeting. The required quorum for the Meeting is the presence in person or by proxy of the holders of a majority of the shares entitled to vote as of the Record Date.  As of such date, there were an aggregate of 127,621,237 shares entitled to vote, which consisted on 27,621,237 shares of Common Stock and an additional 100,000,000 shares (each of the issued and outstanding share of Series A Preferred Stock is entitled to vote as 100 shares of Common Stock). Accordingly, a quorum will be present for the Meeting if an aggregate of at least 63,810,619 shares are present in person or by proxy at the Meeting.

How many votes are required to approve the proposals?

The approval of the proposal herein requires the affirmative vote by the holders of a majority of shares that are present in person or by proxy at the Meeting, so long as a quorum is established at the Meeting.  For example, if all 127,621,237 shares are present in person or by proxy at the Meeting, then each proposal must be approved by the affirmative vote of the holders of 63,810,619 of the shares.  As another example, if only the required minimum quorum of 63,810,619 shares are present in person or by proxy at the Meeting, then each proposal must be approved by the affirmative vote of the holders of 31,905,310 of the shares.

Who is paying for this proxy’s solicitation process?

The enclosed proxy is solicited on behalf of our Board, and we are paying for the entire cost of the proxy solicitation process. Copies of the proxy material will be given to banks, brokerage houses and other institutions that hold shares that are beneficially owned by others. Upon request, we will reimburse these banks, brokerage houses and other institutions for their reasonable out-of-pocket expenses in forwarding these proxy materials to the shareholders who are the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram, or personal solicitation by our directors, officers, or other employees.

How can I find out the results of the voting at the Special Meeting?

We will announce preliminary voting results at the Meeting and publish final results in a Current Report on Form 8-K which will be filed with the SEC within four business days after the Meeting.

How can shareholders communicate with our Board of Directors?

Company shareholders who want to communicate with our Board may write to Smack Sportswear, Attention: Danny Chan, Chief Executive Officer, 13636 Ventura Blvd., #475, Sherman Oaks, California 91423, email address at dc@almostneverfilms.com.  Your letter should indicate that you are a Company shareholder. Depending on the subject matter, Mr. Chan will: (i) forward the communication to the appropriate officer of the Company; (ii) attempt to handle the inquiry directly, for example when the request is for information about the Company or is a stock-related matter; or (iii) not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each Board meeting, a member of management will present a summary of all communications received since the last meeting that were not forwarded to the director to whom they were addressed, and shall make those communications available to our Board upon request.

 

CURRENT INFORMATION ABOUT THE COMPANY/BACKGROUND FOR THE PROPOSALS

As reported in our Current Report on Form 8-K filed with the SEC on January 20, 2016, the Company acquired Almost Never Films Inc., an Indiana company, by issuing to Danny Chan and Derek Williams, the two shareholders of said company, 100,000,000 shares of the Series A Preferred Stock of the Company in exchange for all 100,000,000 shares of the issued and outstanding common stock of Almost Never Films Inc. (the “Share Exchange”). As a result of the Share Exchange, Almost Never became a wholly-owned subsidiary of the Company and the two Almost Never Shareholders in the aggregate acquired a controlling interest in the Company.

Each holder of Series A Preferred Stock may convert such shares of Series A Preferred Stock into fully paid, non-assessable shares of Common Stock of the Company at a conversion rate calculated by multiplying the number of shares of Series A Preferred Stock to be converted by one hundred (100). Accordingly, if all the Series A Preferred Stock was converted, the Company would have 127,621,237 shares of Common Stock issued and outstanding (in excess of the amount of shares of Common Stock currently authorized).

 

The Certificate of Designation of the Series A Preferred Stock also provides that as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without first obtaining the approval by vote or written consent of all the holders of then outstanding shares of Series A Preferred Stock, voting as a separate class:

 

As a result of the acquisition of Almost Never, we are currently an independent film company focused on film production and production related services in connection with genre specific motion pictures with production costs in the $5.0 million to $50.0 million range.  Our proposed business is to facilitate relationships (and as such, provide production related services) between creative talent (including writers, actors and directors) and companies who produce, finance and distribute motion pictures. We intend to acquire or license rights to materials upon which we believe motion pictures can be based (screenplays, books, short stories etcetera, which are referred to within the entertainment industry as the “underlying property”). We may further develop an underlying property by contracting for additional writing services and/or by bringing in new writers to perform “polishes” or “rewrites” on a particular underlying property.

Notwithstanding the acquisition, we are still considered a “shell company” (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

As a result of the Share Exchange and the change in business and operations of the Company, a discussion of the past financial results of the Company is not pertinent, and under applicable accounting principles the historical financial results of Almost Never, the accounting acquirer, prior to the Share Exchange are considered the historical financial results of the Company.

Upon the completion of the Share Exchange, Almost Never became a wholly-owned subsidiary of the Company. All references to "Almost Never" shall mean and refer to Almost Never prior to the Share Exchange and to the Company as well as to the business of Almost Never (constituting our only business) after the Share Exchange as required by the context.

Basis of Presentation

 

The audited financial statements of Almost Never from July 8, 2015 to October 31, 2015, including a summary of our significant accounting policies and notes thereto, should be read in conjunction with the discussion below.  In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements.  All such adjustments are of a normal recurring nature.

Overview

 

Upon the consummation of the transactions contemplated by the Exchange Agreement, on January 15, 2016, we issued 1,000,000 shares of our Series A Convertible Preferred Stock to the Almost Never Shareholders in exchange for all 100,000,000 shares of issued and outstanding common stock of Almost Never. As a result of the Exchange Agreement, Almost Never became our wholly-owned subsidiary, and the two Almost Never Shareholders have voting power equal to approximately 80% of the voting power of the Company.

 

Almost Never Films Inc. was founded as an Indiana corporation in July 2015. Activities since inception, through October 31, 2015, were devoted primarily to business development that included meetings with producers, actors, directors and screenwriters in the film industry to explore various partnerships and other collaborations.  Development consists of meeting with screenwriters, producers, directors, talent agencies, and other motion picture industry executives.

 

As part of Share Exchange, Doug Samuelson, our sole officer, resigned from all his positions with the Company and Danny Chan was elected as our Chief Executive Officer, Chief Financial Officer and a director on our Board, and Derek Williams was elected as our Chief Operating Officer. Mr. Chan and Mr. Williams held the same executive office positions at Almost Never prior to the Share Exchange. Effectively ten (10) days after the filing and distribution of an Information Statement on Schedule 14f-1, Mr. Williams will become a director on our Board and Doug Samuelson, a current director, will resign.

Results of Operations

 

Fiscal period July 8, 2015 to October 31, 2015

 

During July 8, 2015 through October 31, 2015, the Company generated no revenues.

 

During July 8, 2015 through October 31, 2015, the Company incurred operating expenses of $1,090, all of which were general and administrative expenses.

 

Financial Condition, Liquidity and Capital Resources

 

 

Working Capital

Cash Flows

 

During July 8, 2015 through October 31, 2015, the Company generated no cash from operations and received $10,000 cash by the way of issuance of common stock. The Company neither generated funds, nor used funds, in investing activities during July 8, 2015 through October 31, 2015.

 

Going Concern

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

 

Since inception, we satisfied our operating cash requirements from investment from our founders Danny Chan and Derek Williams.

 

We anticipate we will rely on equity sales of our common shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to our existing shareholders.  There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our exploration and development activities.

Off-Balance Sheet Arrangements

 

We have no "off-balance sheet arrangements" (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K).

Critical Accounting Policies, Estimates, and Judgments

 

Our financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

PROPOSALS TO BE VOTED UPON

PROPOSAL NO. 1

INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

As of February 1, 2016, the record date for the Special Meeting, the authorized capital of Company consisted solely of 70,000,000 shares of Common Stock, $.001 par value, and 5,000,000 shares of preferred stock, no par value, of which, 27,621,237 shares of Common Stock were outstanding and 1,000,000 Series A preferred stock were outstanding. The Board has approved the change in the Certificate of Incorporation of the Company to increase the number of authorized common stock from 70,000,000 shares to 200,000,000 shares of common stock, par value $.001 per share. The text of the proposed amendment which contains the increase in the authorized common stock is attached hereto as Appendix I. The approval of this proposal will not affect total stockholder equity but will increase the authorized capitalization of the Company.

 

As reported in our Current Report on Form 8-K filed with the SEC on January 20, 2016 and as described in this Proxy Statement, the Company acquired Almost Never Films Inc., an Indiana company, by issuing to the two shareholders of said company 100,000,000 shares of the Series A Preferred Stock of the Company. As a result of this transaction, Almost Never became a wholly-owned subsidiary of the Company and the two Almost Never Shareholders in the aggregate acquired a controlling interest in the Company.

In connection with the acquisition of Almost Never Films, we issued 1,000,000 shares of our Series A Preferred Stock to the Almost Never Films shareholders in exchange for all 100,000,000 shares of issued and outstanding common stock of Almost Never.  Each holder of Series A Preferred Stock may convert such shares of Series A Convertible Preferred Stock of the Company into fully paid, non-assessable shares of Common Stock of the Company at a conversion rate calculated by multiplying the number of shares of Series A Preferred Stock of the Company to be converted by one hundred (100).

The Company has determined that the increase in the Company’s common stock from 70,000,000 to 200,000,000 shares will be sufficient to provide the Company with the flexibility to issue common stock without further action by the Company's stockholders (unless required by law or regulation) to meet its current obligations and for such other corporate purposes as the Board may deem advisable. These purposes may include, among other things, the conversion of the outstanding Series A Preferred Stock (which would result in the issuance of 100,000,000 shares of Common Stock), sale of shares to obtain additional capital funds, the use of additional shares for various equity compensation and other employee benefit plans of the Company or of acquired companies, the acquisition of other companies, and other bona fide purposes.

After taking into consideration our current outstanding equity on a fully diluted basis (127,621,237 shares), as well as to assure that we have additional shares available for issuance, if needed, our board of directors have determined that it is in the best interest of our shareholders to increase the number of authorized shares of our Common Stock to 200,000,000. The additional common stock to be authorized will become part of the existing class of Common Stock and will have the same par value, the same voting rights, the same rights to dividends and distributions and will be identical in all other respects to the shares of our Common Stock now authorized. The proposed Amendment will not affect the terms of the outstanding Common Stock or the rights of the holders of the Common Stock, except for some disadvantages incidental to increasing the number of shares of Common Stock outstanding, such as dilution of the earnings per share, which could have a depressive effect upon the market value of the Company’s Common Stock and an adverse effect on the voting rights of current holders of Common Stock as their percentage ownership will be reduced.

The additional Common Stock to be authorized by the proposed amendment would have rights identical to our currently outstanding Common Stock. Holders of our Common Stock are entitled to one vote per share on all matters submitted to a vote of our shareholders, including the election of directors. The Board believes that it is in Company's best interests to increase the number of authorized shares of Common Stock in order to provide the Company with the flexibility to issue Common Stock without further action by the Company's stockholders (unless required by law or regulation) for such other corporate purposes as the Board may deem advisable. These purposes may include, among other things, the sale of shares to obtain additional capital funds, the purchase of property, the use of additional shares for various equity compensation and other employee benefit plans of the Company or of acquired companies, the acquisition of other companies, and other bona fide purposes. Other than the issued and outstanding Series A Preferred Stock, the Company has no outstanding options, warrants or any other convertible securities or any other agreement or arrangement to issue any additional shares of capital stock.

OUR RECOMMENDATION TO SHAREHOLDERS

REGARDING PROPOSAL NO. 1

The Board has approved the change in the Articles of Incorporation of Company for the purpose of increasing the authorized capital from 70,000,000 shares of common stock, par value $.001 per share to 200,000,000 shares of common stock, par value $.001 per share authorized and recommends that shareholders of the Company vote FOR approval of the increase in the number of authorized shares of common stock.

PROPOSAL NO. 2

CHANGE IN THE COMPANY’S NAME FROM “SMACK SPORTSWEAR” TO

“ALMOST NEVER FILMS INC.”

Our Board seeks the approval of the shareholders to amend our Articles of Incorporation for the purpose of changing the Company’s name from “Smack Sportswear” to “Almost Never Films Inc.”  Our Board has determined that it is in the best interests of our Company and its shareholders to change the name of the Company to better reflect its proposed business activities as a result of the consummation of the merger with Almost Never, and to seek shareholder approval of such name change.

OUR RECOMMENDATION TO SHAREHOLDERS

REGARDING PROPOSAL NO. 2

The Board has approved the change in the name of the Company “Smack Sportswear” to “Almost Never Films Inc.”  and recommends that stockholders of the Company vote FOR approval of the change in the name of the Company.  In the event that this proposal is approved, the Board will file an amendment to the Company’s Articles of Incorporation similar to the attached Appendix B to change the name of the Company.

OTHER BUSINESS

REGARDING PROPOSAL NO. 3

 

Our Board knows of no business that will be presented for consideration at the Meeting other than the items referred to above. If any other matter is properly brought before the Meeting for action by shareholders, proxies in the enclosed form returned to the Company will be voted in accordance with the recommendation of our Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

 

We do not expect that a representative from Somerset CPAs, PC, the auditors for the Company for the current fiscal year, will be at the Meeting.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of January 15, 2016, immediately after the closing of the Share Exchange and the issuance of 1,000,000 shares of our Series A Preferred Stock (which are convertible to 100,000,000 shares of Common Stock held by the Almost Never Film shareholders), by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse.  To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.  Other than the Share Exchange, to our knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.

Unless otherwise indicated in the following table, the address for each person named in the table is c/o Almost Never Films Inc., 13636 Ventura Blvd #475, Sherman Oaks, CA 91423.

The following table indicates the percentage of the class including the Series A Preferred Stock owned by Messrs. Chan and Williams.

 

⁽¹⁾ Percentages are based upon 27,621,237 shares of our Common Stock and the Series A Preferred Stock issued and outstanding.

⁽²⁾ The shares of Common Stock indicated as beneficially owned by Danny Chan include 50,000,000 shares of Common Stock issuable upon the conversion of 500,000 shares of Series A Preferred Stock.

⁽³⁾ The shares of Common Stock indicated as beneficially owned by Derek Williams include 50,000,000 shares of Common Stock issuable upon the conversion of 500,000 shares of Series A Preferred Stock.

⁽⁴⁾ As of July 27, 2015, William Sigler resigned as a director of the Company. In connection therewith, Mr. Sigler also agreed to sell all his shares of Common Stock in the Company for an aggregate purchase price of $90,000; however, Mr. Sigler has no further obligation to sell his shares and is free to sell or transfer his shares as he desires. In September 2015, Mr. Sigler sold 1,706,084 shares of Common Stock to Danny Chan for an aggregate purchase price of $22,500.

Beneficial Ownership of Our Series A Convertible Preferred Stock

The following table sets forth certain information regarding beneficial ownership of our Series A Preferred Stock as of January 15, 2016, immediately following the closing of the Share Exchange, by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Series A Preferred Stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  Each share of Series A Preferred Stock is entitled to vote on all matters submitted to the Company’s stockholders and are entitled to such number of votes as is equal to the number of shares of Common Stock into which such shares of Series A Preferred Stock are convertible. Each share of Series A Preferred Stock is currently convertible into 100 shares of Common Stock. Unless otherwise indicated, the persons named in the table below had sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

 

Unless otherwise indicated in the following table, the address for each person named in the table is c/o Almost Never Films Inc., 13636 Ventura Blvd #475, Sherman Oaks, CA 91423.

 

 

⁽¹⁾ Percentages are based on 100,000,000 shares of our Series A Preferred Stock issued and outstanding immediately after the closing of the Share Exchange on January 15, 2016.

SHAREHOLDER PROPOSALS

 

Shareholders of our Company may submit proposals to be considered for shareholder action at the Meeting if they do so in accordance with applicable regulations of the SEC and the laws of the State of Nevada. In order to be considered for inclusion in the Proxy Statement for the meeting, our Chief Executive Officer must receive proposals prior to said meeting. Shareholder proposals should be addressed to Company shareholders who want to communicate with our Board may write to Smack Sportswear, Attention: Danny Chan, Chief Executive Officer, 13636 Ventura Blvd., #475, Sherman Oaks, California 91423, email address doug@smacksportswear.com.

OTHER MATTERS

As of the date of this proxy statement, the Company knows of no business that will be presented for consideration at the meeting other than the item referred to above. If any other matter is properly brought before the Meeting for action by shareholders, proxies in the enclosed form returned to the Company will be voted in accordance with the recommendation of our Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

Smack Sportswear

13636 Venture Blvd., #475

Sherman Oaks, California 91423

 

	By Order of the Board of Directors,
	By:	/s/ Danny Chan
		Danny Chan  Chief Executive Officer and Chief Financial Officer

 

SMACK SPORTSWEAR

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

FEBRUARY 29, 2016

 

         The undersigned, a shareholder of Smack Sportswear (the "Company"), does hereby appoint Danny Chan as the attorney and proxy of the undersigned, with power of substitution, for and on behalf of the undersigned, and to attend the Special Meeting of Shareholders of the Company to be held on February 29, 2016, at 10:00 a.m., at the offices of David Lubin & Associates, PLLC, 108 S. Franklin Avenue, Suite 10, Valley Stream, NY 11580 (the "Meeting"), to represent the undersigned at the Meeting, and there to vote all the shares of common stock of the Company which the undersigned is entitled to vote at the Meeting, in any manner and with the same effect as if the undersigned were personally present at the Meeting, and the undersigned hereby authorizes and instructs the above named proxy to vote as specified below.

         The shares represented by this Proxy will be voted only if this Proxy is properly executed and timely returned. In that event, such shares will be voted in the manner directed herein. If no direction is made on how you desire your shares to be voted, the Proxy holder will have complete discretion in voting the shares on any matter voted on at the Meeting.

          THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE FOLLOWING:

         The shares represented by this Proxy shall be voted in the following manner:

The undersigned does hereby revoke any Proxy previously given with respect to the shares represented by this Proxy.

NOTE: As to shares held in joint names, each joint owner should sign. If the signer is a corporation, please sign in corporate name by a duly authorized officer. If a partnership, please sign in partnership name by a duly authorized person. If signing as attorney, executor, administrator, trustee, guardian, or in other representative capacity, please give full title as such.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROPERLY RETURN IT USING THE ENCLOSED ENVELOPE.

Appendix A

CERTIFICATE OF AMENDMENT

TO

THE ARTICLES OF INCORPORATION

OF

SMACK SPORTSWEAR

The undersigned, for purposes of amending the Articles of Incorporation (the “Certificate”) of Smack Sportswear, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Nevada, does hereby certify as follows:

 

FIRST:   The name of the corporation is Smack Sportswear (the “Corporation”), and the date of its incorporation was October 31, 2007.

 

SECOND:   That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate to change the name of the Corporation, declaring said amendment to be advisable and calling a special meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing Article FOURTH, so that, as amended said Article shall be read as follows: “The total number of shares of stock which the Corporation shall have authority to issue is 200,000,000 shares of common stock, $.001 par value per share (the "Common Stock").

THIRD: That the foregoing amendment was duly adopted by the Board of Directors and by the stockholders of the Corporation in accordance with the applicable provisions of Section __ of the Nevada Revised Statutes of the State of Nevada.

 

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, does hereby execute this Amendment to the Certificate this ___ day of _______, 2016.

 

	By:	/s/ Danny Chan
		Danny Chan
		Chief Executive Officer and Chief Financial Officer

 

Appendix B

CERTIFICATE OF AMENDMENT

TO

THE ARTICLES OF INCORPORATION

OF

SMACK SPORTSWEAR

The undersigned, for purposes of amending the Articles of Incorporation (the “Certificate”) of Smack Sportswear, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Nevada, does hereby certify as follows:

 

FIRST:   The name of the corporation is Smack Sportswear (the “Corporation”), and the date of its incorporation was October 31, 2007.

 

SECOND:   That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Certificate to change the name of the Corporation, declaring said amendment to be advisable and calling a special meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the name of the Corporation be amended by changing Article I, so that, as amended said Article shall be read as follows: "The name of the Corporation is Almost Never Films Inc."

THIRD: That the foregoing amendment was duly adopted by the Board of Directors and by the stockholders of the Corporation in accordance with the applicable provisions of Section __ of the Nevada Revised Statutes of the State of Nevada.

 

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Corporation, does hereby execute this Amendment to the Certificate this ___ day of _______, 2016.

 

	By:	/s/ Danny Chan
		Danny Chan
		Chief Executive Officer and Chief Financial Officer

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