UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14C
(RULE 14c-101)
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
|
FLITWAYS TECHNOLOGY INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[ ]
|
No fee required.
|
|
|
[ ]
|
Fee computed on table below per
Exchange Act Rules 14c-5(g) and 0-11.
|
|
1)
|
Title of each class of securities to which transaction
applies:
|
|
|
|
|
2)
|
Aggregate number of securities to which transaction
applies:
|
|
|
|
|
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):
|
|
|
|
|
4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
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 0-11(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.
|
|
1)
|
Amount Previously Paid:
|
|
|
|
|
2)
|
Form, Schedule or Registration Statement No:
|
|
|
|
|
3)
|
Filing Party:
|
|
|
|
|
4)
|
Date Filed:
|
FlitWays Technology Inc.
400 Corporate Pointe,
Suite 300
Culver City, California 90230
To the Shareholders:
The purpose of this Information Statement is to inform the
holders of record, as of the close of business on December 1, 2016, of shares of
the common stock with common stock of FlitWays Technology Inc., a Nevada
corporation (the Company), that one shareholder holding 62.9% of our common
stock as of the Record Date have giving written consent as of December 1, 2016,
to ratify the following:
To amend the Companys Articles of
Incorporation to increase the number of authorized shares of common stock we may
issue from 75,000,000 to 150,000,000 (the
Share Increase
)
These actions were ratified on December 1, 2016, by one
shareholder who holds a majority of the Companys common stock. We anticipate an
effective date of January 10, 2017, or as soon thereafter as practicable in
accordance applicable law.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
No action is required by you. The accompanying information
statement is furnished only to inform our shareholders of the actions described
above before they take place in accordance with Rule 14C of the Securities
Exchange Act of 1934, as amended. This Information Statement is first mailed to
you on or about December 21, 2016.
Please feel free to call us at 1-855-710-0915 should you have
any questions on the enclosed Information Statement.
Date: December 21, 2016
|
For the Board of Directors of
|
|
FlitWays Technology Inc.
|
|
By:
|
/s/ Tobi Mac Aro
|
|
|
Tobi Mac Aro
|
|
|
Chief Executive Officer and
Director
|
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
FlitWays Technology Inc.
400 Corporate Pointe, Suite 300
Culver City, California 90230
INFORMATION STATEMENT
(Definitive)
December 21, 2016
GENERAL INFORMATION
This Information Statement has been filed with the Securities
and Exchange Commission and is being furnished, pursuant to Section 14C of the
Securities Exchange Act of 1934, as amended (the Exchange Act), to the holders
(the Stockholders) of the common stock, par value $0.001 per share (the
Common Stock), of FlitWays Technology Inc., a Nevada Corporation (the
Company), to notify such Stockholders that on or about December 1, 2016 , the
Company received written consents in lieu of a meeting of Stockholders from one
holder of 32,600,000 shares of common stock representing 62.9% of the our total
51,794,666 issued and outstanding shares of common stock of the Company (the
Majority Stockholder) toincrease the number of authorized shares of common
stock we may issue from 75,000,000 to 150,000,000 (the Share Increase).
Accordingly, your consent is not required and is not being solicited in
connection with the approval.
We are not aware of any substantial interest, direct or
indirect, by security holders or otherwise, that is in opposition to matters of
action taken. In addition, pursuant to the laws of Nevada, the actions taken by
majority written consent in lieu of a special shareholder meeting do not create
appraisal or dissenters rights.
Our board of directors determined to pursue shareholder action
by majority written consent presented by our outstanding shares of stock
entitled to vote in an effort to reduce the costs and management time required
to hold a special meeting of shareholders and to implement the above action to
our shareholders in a timely manner.
The above actions will become effective 20 days following the
mailing to the Stockholders of the Definitive Information Statement, or as soon
thereafter as is practicable.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE
REQUESTED NOT TO SEND A PROXY.
OUTSTANDING VOTING SECURITIES OF THE
COMPANY
As of the date of the consent by the Majority Stockholder, on
December 1, 2016, the Company had 51,794,666 shares of Common Stock issued and
outstanding. Each share of outstanding Common Stock is entitled to one vote on
matters submitted for Stockholder ratification.
On December 1, 2016, the holders of 32,600,000 shares of common
stock (or 62.9% of the Companys total common stock then outstanding) executed
and delivered to the Company a written consent approving the actions. As the
Actions were ratified by the Majority Stockholder, no proxies are being
solicited with this Information Statement.
The NRS provides in substance that unless the Companys
Articles provides otherwise, Stockholders may take action without a meeting of
stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the Stockholders having not less
than the minimum number of votes that would be necessary to take such action at
a meeting at which all shares entitled to vote thereon were present.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to the Companys Bylaws and the NRS, a vote by the
holders of at least a majority of the voting shares is required to effect the
Action described herein. As of the Record Date, the Company had 51,794,666
common shares issued and outstanding and entitled to vote. The consenting
Majority Stockholder is the record and beneficial owners of a total of
32,600,000 shares of the Companys common stock, which represents 62.9% of the
total number of voting shares. The consenting Majority Stockholder voted in
favor of the Actions described herein in a written consent, dated December 1,
2016. No consideration was paid for the consent. The consenting stockholders
name, affiliation with the Company and beneficial holdings are as follows:
Title of Class
|
Name and Address of
Beneficial
Owner
|
Amount and
Nature
of
beneficial
ownership
|
Percentage of
Class (1)
|
Common Stock
|
Tobi Mac Aro
c/o FlitWays
Technology Inc.
400 Corporate Pointe, Suite 300
Culver City,
California 90230
|
32,600,000
|
62.9%
|
1.
|
Percentage of class is based on 51,794,666 shares of
common stock issued and outstanding as of December 1, 2016. Beneficial
ownership is determined in accordance with Rule 13d-3 under the Exchange
Act. The persons and entities named in the table have sole voting and sole
investment power with respect to the shares set forth opposite that
persons name, subject to community property laws, where
applicable.
|
ACTION: TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF FROM
75,000,000
TO 150,000,000 (THE SHARE INCREASE)
On December 1, 2016, our Board of Directors approved, subject
to receiving the approval of the holder of a majority of our outstanding common
stock, an amendment and restatement of our Articles of Incorporation (the
Restated Articles), to increase the number of authorized shares of common
stock we may issue from 75,000,000 to 150,000,000 (the Share Increase). The
Majority Stockholder approved the Restated Articles pursuant to a written
consent dated as of December 1, 2016. The Restated Articles effecting the share
increase will become effective following filing with the Secretary of State of
the State of Nevada, which will occur promptly following the 20th day after the
filing of the Definitive Information Statement.
We are currently authorized by our Certificate of Incorporation
to issue 75,000,000 shares of common stock, $0.001 par value per share and no
shares of preferred stock. Pursuant to the Amendment we will increase the number
of common shares we are authorized to issue to 150,000,000 shares of common
stock, $0.001 par value per share. As of the date the Amendment was approved by
our Board and the Majority Stockholder, there were 51,794,666 shares of our
common stock issued and outstanding.
Reasons for the Share Increase
Our Board believes it is in our best interests and the best
interests of our stockholders to increase the number of authorized shares of our
common stock to allow for the issuance of shares of our common stock or other
securities in connection with such potential issuances and such other purposes
as the Board determines. The Board believes that the Share Increase will afford
the Company greater flexibility in seeking capital and potential acquisition
targets. The Board has no immediate plans, understandings, agreement or
commitments to issue shares of Common Stock for any purposes.
Effect of the Share Increase
The increase in the authorized number of shares of our common
stock will permit our Board to issue additional shares of our common stock
without further approval of our stockholders, and our Board does not intend to
seek stockholder approval prior to any issuance of the authorized capital stock
unless stockholder approval is required by applicable law or stock market or
exchange requirements. Our issuance of additional shares of common stock may
result in substantial dilution to our existing stockholders, and such issuances
may not require stockholder approval.
We presently do not have in place provisions which may have an
anti-takeover effect. The increase in the authorized number of shares of our
common stock did not result from our knowledge of any specific effort to
accumulate our securities or to obtain control of us by means of a merger,
tender offer, proxy solicitation in opposition to management or otherwise, and
we did not take such action to increase the authorized shares of our common
stock to enable us to frustrate any efforts by another party to acquire a
controlling interest or to seek representation on our Board.
The issuance of additional shares of our common stock may have
a dilutive effect on earnings per share and on the equity and common stock of
existing security holders of our common stock. It may also adversely affect the
market price of our common stock. However, if additional shares are issued in
transactions whereby favorable business opportunities are provided, the market
price of our common stock may increase.
The holders of our common stock are entitled to one vote for
each share held of record on all matters to be voted on by our stockholders.
The holders of our common stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board out of funds legally
available. We have not paid any dividends since our inception, and we presently
anticipate that all earnings, if any, will be retained for development of our
business. Any future disposition of dividends will be at the discretion of our
Board and will depend upon, among other things, our future earnings, operating
and financial condition, capital requirements, and other factors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following information table sets forth certain information
regarding the Common Stock owned on December 1, 2016 by (i) each person who is
known by the Company to own beneficially more than 5% of its outstanding Common
Stock, (ii) each director and officer, and (iii) all officers and directors as a
group:
Names and Address (1)
|
Number of
Shares
Owned
|
Percentage (2)
|
Tobi Mac Aro (3)
c/o
FlitWays Technology Inc.
400 Corporate Pointe, Suite 300
Culver
City, California 90230
|
32,600,000
|
62.9%
|
All Directors And Officers
As A Group
|
32,600,000
|
62.9%
|
1.
|
The person named in this table has sole voting and
investment power with respect to all shares of common stock reflected as
beneficially owned.
|
|
|
2.
|
Based on 51,794,666 shares of common stock outstanding as
of December 1, 2016.
|
|
|
3.
|
Tobi Mac Aro is our President, Chief Executive Officer
and a Director.
|
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the 1934 Act
Filings) with the Securities and Exchange Commission (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 Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., 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 (EDGAR).
NO DISSENTERS RIGHTS
The Stockholders have no right under the Nevada Revised
Statutes, the Articles consistent with above or by-laws to dissent from any of
the provisions adopted in the Amendments.
EFFECTIVE DATE
Pursuant to Rule 14c-2 under the Exchange Act, the above
actions shall not be effective until a date at least twenty (20) days after the
date on which the Definitive Information Statement has been mailed to the
Stockholders. The Company anticipates that the actions contemplated hereby will
be effected on or about the close of business on January 10, 2017.
MISCELLANEOUS MATTERS
The entire cost of furnishing this Information Statement will
be borne by the Company. The Company will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of the Common Stock held of record by them
and will reimburse such persons for their reasonable charges and expenses in
connection therewith. The Board of Directors has fixed the close of business on
December 1, 2016, as the record date (the Record Date) for the determination
of Stockholders who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant
to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith, the above actions will not become
effective until at least 20 calendar days after the mailing of the Definitive
Information Statement.
This Information Statement is being mailed on or about December
21, 2016 to all Stockholders of record as of the Record Date.
CONCLUSION
As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the above
actions. Your consent to the above action is not required and is not being
solicited in connection with this action. This Information Statement is intended
to provide our stockholders information required by the rules and regulations of
the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
Date: December 21, 2016
|
For the Board of Directors of
|
|
FlitWays Technology Inc.
|
|
By:
|
/s/
Tobi Mac Aro
|
|
|
Tobi Mac Aro
|
|
|
Chief Executive Officer and Director
|
Flitways Technology (CE) (USOTC:FTWS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Flitways Technology (CE) (USOTC:FTWS)
Historical Stock Chart
From Sep 2023 to Sep 2024