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 (Amendment No. )
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
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Definitive
Information Statement
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SOUL
AND VIBE INTERACTIVE INC.
(Name
of Registrant as Specified In Its Charter)
Copies
to:
Henry
Nisser, Esq.
Sichenzia
Ross Ference Kesner LLP
61
Broadway, 32
nd
Floor
New
York, NY 10006
Fax:
212-930-9725
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computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title
of each class of securities to which transaction applies:___________
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Aggregate
number of securities to which transaction applies:___________
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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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SOUL
AND VIBE INTERACTIVE INC.
6548
South Big Cottonwood Canyon Road, Suite 200
Salt
Lake City, UT 84121
PRELIMINARY
INFORMATION STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
This
information statement has been mailed on or about December __, 2016 to the shareholders of record on December __, 2016 (the “
Record
Date
”) of Soul and Vibe Interactive, Inc., a Nevada corporation (the ”
Company
”), in connection with
certain actions to be taken by the written consent by the holder of a majority of the voting power of the outstanding capital
stock of the Company, dated as of December __, 2016. The actions to be taken pursuant to the written consent may be taken on or
about January __, 2017, 20 days after the mailing of this information statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
By
Order of the Board of Directors,
/s/
Peter Anthony Chiodo
President
and Chief Executive Officer
NOTICE
OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF THE SHAREHOLDER HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING
SHARES OF STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS.
To
the Company’s Shareholders:
NOTICE
IS HEREBY GIVEN
that the following action has been approved pursuant to the written consent of the holder of a majority of
the voting power of the outstanding capital stock of the Company dated December __, 2016, in lieu of a special meeting of the
shareholders.
1.
To amend the Company’s articles of incorporation to increase (the “
Increase
”) the authorized shares of
common stock of the Company from 750,000,000 to 2,000,000,000 (the “
Amendment
”).
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the record date of December __, 2016 (the “
Record Date
”), the Company’s authorized capitalization
consisted of 750,000,000 shares of Common Stock, of which approximately 507,210,576 shares were issued and outstanding and 10,000,000
shares of Preferred Stock authorized, of which 130,000 were issued and outstanding. Each share of Common Stock entitles its holder
to one vote on each matter submitted to the shareholders. However, because shareholders holding a majority of the voting rights
of all outstanding shares of common stock as of December __, 2016 have voted in favor of the foregoing action by resolution dated
December __, 2016, no other shareholder consents will be solicited in connection with this Information Statement.
Shareholders
of record on the Record Date will be entitled to receive this notice and Information Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will not be implemented until
a date at least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates
that the Amendment will be effectuated on or before January __, 2017.
What
action was taken by written consent?
We
obtained stockholder consent for the approval of an amendment to our articles of incorporation to increase our authorized shares
of common stock, par value $0.001 per share (the “
Common Stock
”), from 750,000,000 to 2,000,000,000.
How
many shares of voting stock were outstanding on the Record Date?
On
the Record Date, the date we received the consent of the holders of a majority of the voting power of our stockholders, there
were approximately 507,210,576 shares of Common Stock outstanding.
What
vote was obtained to approve the amendment to the articles of incorporation described in this information statement?
We
obtained the approval of the holders of 159,494,165 shares of Common Stock, or approximately 31.47% of the voting power of our
common stockholders. In addition, we obtained the approval of the holders of all 130,000 issued and outstanding shares of our
Series B Preferred Stock, each of which carries the voting power of 4,000 shares of common stock. As a result, we obtained the
approval of approximately 66.16% of the voting power eligible to vote on the amendment to our articles of incorporation.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK FROM 750,000,000 TO 2,000,000,000
Our
board of directors and the holders of a majority of the voting power of our stockholders have approved the amendment to our articles
of incorporation (the “
Amendment
”) increasing our authorized shares of Common Stock from 750,000,000 to 2,000,000,000.
The increase in our authorized shares of Common Stock will become effective upon the filing of the Amendment with the Secretary
of State of the State of Nevada. We will file the Amendment approximately (but not less than) 20 days after the definitive information
statement is mailed to stockholders.
The
form of Certificate of Amendment to be filed with the Secretary of State of the State of Nevada is set forth as Appendix A to
this information statement.
Outstanding
Shares and Purpose of the Amendment
Our
articles of incorporation currently authorize us to issue a maximum of 750,000,000 shares of Common Stock, par value $0.001 per
share. As of the Record Date, we had approximately 507,210,576 shares of Common Stock issued and outstanding.
The
board of directors believes that the increase in our authorized Common Stock will provide us with greater flexibility with respect
to our capital structure for purposes including additional equity financings and stock based acquisitions.
Effects
of the Increase in Authorized Common Stock
The
additional shares of Common Stock will have the same rights as the presently authorized shares, including the right to cast one
vote per share of Common Stock. Although the authorization of additional shares will not, in itself, have any effect on the rights
of any holder of our Common Stock, the future issuance of additional shares of Common Stock (other than by way of a stock split
or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and
book value per share of existing stockholders.
At
present, the board of directors has no plans to issue the additional shares of Common Stock authorized by the Amendment. However,
it is possible that some of these additional shares could be used in the future for various other purposes without further stockholder
approval, except as such approval may be required in particular cases by our charter documents, applicable law or the rules of
any stock exchange or other quotation system on which our securities may then be listed. These purposes may include: raising capital,
providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and
expanding our business or product lines through the acquisition of other businesses or products.
We
could also use the additional shares of Common Stock that will become available pursuant to the Amendment to oppose a hostile
takeover attempt or to delay or prevent changes in control or management of our company. Although the board’s approval of
the Amendment was not prompted by the threat of any hostile takeover attempt (nor is the board currently aware of any such attempts
directed at us), nevertheless, stockholders should be aware that the Amendment could facilitate future efforts by us to deter
or prevent changes in control of our company, including transactions in which our stockholders might otherwise receive a premium
for their shares over then current market prices.
In
addition, the Company has been required to reserve a substantial number of shares for issuance upon conversion of certain outstanding
debt instruments. While the Company is presently able to satisfy the requisite number of shares of Common Stock to be reserved
under the terms of the debt instruments, if the market price of such shares were to fall significantly, it may no longer be able
to do so. In addition, the Company has filed a registration statement on Form S-1 in connection with a common stock purchase agreement
entered into with Beaufort Capital Partners, LLC; the Company believes that it would have to increase the number of its shares
of Common Stock available for issuance pursuant to that registration statement as and when it intends to avail itself of the common
stock purchase agreement, if at all. Other than as set forth above, the Company has no present intention of issuing any shares
of its Common Stock, provided, however, that it may be required to issue additional debt instruments that may be convertible into
shares of Common Stock.
Interests
of Certain Persons in the Action
Certain
of the Company’s officers and directors have an interest in the Amendment as a result of their ownership of shares of our
common stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management”
below. However, we do not believe that our officers or directors have interests in the Amendment that are different from or greater
than those of any other of our stockholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of the Record
Date by (i) each person who is known by us to beneficially own more than 5% of the Company’s Common Stock; (ii) each of
the Company’s officers and directors; and (iii) all of the Company’s officers and directors as a group.
Beneficial
ownership has been determined in accordance with the rules and regulations of the Securities and Exchange Commission (the “
Commission
”)
and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table
below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them. Common
stock beneficially owned and percentage ownership is based on approximately 507,210,576 shares outstanding on the Record Date
and assuming the exercise of any options or warrants or conversion of any convertible securities held by such person, which are
presently exercisable or will become exercisable within 60 days of the Record Date.
Name and address (1)
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Shares of Common Stock
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Percent of Common Stock
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Shares of Series B Preferred Stock
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Percent of Series B Preferred Stock
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Percent of Capital Stock
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Peter Anthony Chiodo
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159,595,642
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(2)
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31.47
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%
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130,000
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(3)
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100
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%
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66.16
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%
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(1)
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The
address for Mr. Chiodo is c/o the Company at 6548 South Big Cottonwood Canyon Road, Suite 200, Salt Lake City, UT 84121.
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(2)
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Consists
of (i) 1,477 shares of common stock, (ii) 159,494,165 shares of common stock that are beneficially owned by Mr. Chiodo pursuant
to his employment agreement that are accruing and have not yet been issued as of the Effective Date, and (iii) shares underlying
a presently exercisable warrant to purchase 100,000 shares of our Common Stock.
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(3)
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Each
share of Series B Preferred Stock carries the vote of 4,000 shares of our common stock.
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DESCRIPTION
OF SECURITIES
General
The
following summary includes a description of material provisions of our capital stock.
Authorized
and Outstanding Securities
We
have the authority to issue up to 750,000,000 shares of Common Stock, $0.001 par value. As of December __, 2016, there were approximately
507,210,576 shares of Common Stock issued and outstanding. We have reserved for issuance approximately an additional 242,789,424
shares of Common Stock upon the conversion and exercise of all of our currently outstanding warrants and convertible debt as well
as any issuances we may make under our equity incentive plans. We also have the authority to issue up to 10,000,000 shares of
“blank check” preferred stock, $0.001 par value, of which 130,000 shares have been designated as “Series B Preferred
Stock.” As of the date hereof, 130,000 shares of the Series B Preferred Stock are issued and outstanding.
Common
Stock
The
holders of our Common Stock are entitled to one vote per share on all matters requiring a vote of the stockholders, including
the election of directors. Holders of Common Stock do not have cumulative voting rights. Holders of Common Stock are entitled
to share ratably in dividends, if any, as may be declared from time to time by the Board in its discretion from funds legally
available therefor, subject to preferences that may be applicable to preferred stock, if any, then outstanding. At present, we
have no plans to issue dividends. See “Dividend Policy” for additional information. In the event of a liquidation,
dissolution or winding up of the Company, the holders of Common Stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The Common
Stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. There is a limited public market for our Common Stock.
Series
B Preferred Stock
We
have the authority to issue up to 10,000,000 shares of Preferred Stock, $0.001 par value. As of December __, 2016, there were
130,000 shares of Series B Preferred Stock issued and outstanding. Each share of Series B Preferred Stock entitles its holder
to vote the equivalent of 4,000 shares of Common Stock at the record date for the determination of shareholders entitled to vote
on any matter coming before the common shareholders or, if no such record date is established, at the date such vote is taken
or any written consent of shareholders is solicited. The Series B Preferred Stock has no stated value, is not convertible into
other securities of the Company, and has no liquidation preference.
Dividend
Policy
Dividends,
if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment
of dividends, if any, will be within the discretion of our Board. We intend to retain earnings, if any, for use in its business
operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by
the words “expects,” “projects,” “believes,” “anticipates,” “intends,”
“plans,” “predicts,” “estimates” and similar expressions.
The
forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that
we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events
that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed
or forecast in the forward-looking statements.
You
should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any
person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different
information. You should not assume that the information in this Information Statement is accurate as of any date other than the
date on the front of the document.
DISSENTER’S
RIGHTS
Under
the Nevada Revised Statutes, holders of shares of Common Stock are not entitled to dissenters’ rights with respect to any
aspect of the Amendment, and we will not independently provide holders with any such right.
ADDITIONAL
INFORMATION
The
Company will provide upon request and without charge to each shareholder receiving this Information Statement a copy of the Company’s
Annual Report on Form 10-K filed on April 1, 2016, which includes audited financial statements for the years ended December 31,
2015, and December 31, 2014, and the quarterly report on Form 10-Q for the quarter ended June 30, 2016, including the financial
statements and financial statement schedule information included therein, as filed with the Commission. Reports and other information
filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street,
N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference
Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file
electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System.
By
order of the Board of Directors
December
__, 2016
/s/
Peter
Anthony Chiodo
Peter
Anthony Chiodo
Chief
Executive Officer
Appendix
A
1.
Name of Corporation: Soul and Vibe Interactive Inc.
2.
The articles have been amended as follows:
Article
III is hereby amended to read as follows:
Number
and Designation. That the total number of stock authorized that may be issued by the Corporation is 2,000,000,000 shares of common
stock with a par value of one thousandth of one cent ($0.001) per share and ten million (10,000,000) shares of preferred stock
with a par value of one thousandth of one cent ($0.001) per share and no other class of stock shall be authorized. Said shares
may be issued by the Corporation from time to time for such consideration as may be fixed by the Board of Directors.
3.
Neither the language under the heading Article 3A nor Article 3B shall be amended in any way.
4.
The vote by which the shareholders holding shares in the Corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation have voted in favor of the amendment is approximately: 66.16%
5.
Effective Date of filing: December __, 2016
6.
Signature:
/s/ Peter Anthony Chiodo
, Chief Executive
Officer