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PRELIMINARY INFORMATION STATEMENT SUBJECT TO COMPLETION DATED JANUARY 23, 2017
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF EMS FIND, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
EMS Find, Inc.
73 Buck Road, Suite 2
Huntingdon, PA 19006
(215) 350-2255
INFORMATION STATEMENT
_______________, 2017
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of EMS Find, Inc.:
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 common stock, par value $0.001 per share (the “ common stock ”), of EMS Find, Inc., a Nevada corporation (the “ Company ”), to notify the Stockholders that on January 20, 2017, the Company received an unanimous written consent from the holder of 500,000 shares of Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”) . Each share of Series B Preferred has the equivalent of 1,000 shares of common stock. Currently, there is one holder of Series A Preferred (the “Series A Stockholder ” or the “ Majority Stockholder ”), holding five hundred thousand (500,000) shares of Series A Preferred, resulting in the Series A Stockholder holding in the aggregate in excess of 51% of the total voting power of all issued and outstanding voting capital of the Company. The Series A Stockholder authorized the following amendment (the “Amendment”) to our Certificate of Incorporation: the increase in the number of authorized shares of common stock from nine hundred fifty million (950,000,000) shares of common stock, par value $.001 per share, to three billion (3,000,000,000) shares of common stock, par value $.001 per share (the “Authorized Share Increase”). The Company currently has no commitments for the issuance of any shares of common stock or preferred stock, other than as provided for in existing agreements and instruments to which it is a party.
On January 20, 2017, the Board of Directors of the Company (“Board”) approved the Authorized Share Increase and recommended approval thereof to the Majority Stockholder. On January 20, 2017, the Majority Stockholder approved the Authorized Share Increase by written consent in lieu of a meeting in accordance with Nevada Private Corporations Law (“Nevada Private Corporations Law”). Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized Share Increase.
The proposed Certificate of Amendment, attached hereto as Exhibit A, will become effective when it has been accepted for filing by the Secretary of State of the State of Nevada. We anticipate that our Company will file the Certificate of Amendment 20 days after the Definitive Information Statement is first mailed to our stockholders.
The entire cost of furnishing this Information Statement will be borne by our Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held on the record date.
Our board of directors has fixed the close of business on _________, 2017, as the record date for determining the holders of our Common Stock who are entitled to receive this Information Statement. As of ___________, 2017, there were _________ shares of our Common Stock issued and outstanding. We anticipate that this Information Statement will be mailed on or about __________ , 2017, to our stockholders of record.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION.
INTRODUCTION
Section 320 of the Nevada Private Corporations Law provides that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. The Authorized Share Increase would be effected by an amendment to our Articles of Incorporation, which would require a vote by the majority in interest of the holders of our common stock under Section 390 of the Nevada Private Corporations Law.
This Information Statement contains a brief summary of the material aspects of the Authorized Share Increase approved by the Board of EMS Find, Inc. (the “ Company ,” “ we ,” “ our ,” or “ us ”) and the holder of Series A Preferred Stock , who holds a majority of the voting capital stock of the Company.
Common Stock
By action of the Board of Directors on March 10, 2015, the number, designation, rights, preferences and privileges of the Series A Preferred were established by the Board (as is permitted under the Nevada Private Corporations Law and by the Certificate of Incorporation of the Company). The designation, rights, preferences and privileges that the Board established for the Series A Preferred are set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Nevada on March 12, 2015. Among other things, the Certificate of Designation provides that each one share of Series A Preferred has voting rights equal to 1,000 shares of common stock. On April 1, 2015, the Board authorized the issuance of 500,000 shares of Series A Preferred to Steve Rubakh, the Majority Stockholder.
As of January 20, 2017, there were issued and outstanding (i) 52,983,494 shares of common
stock, (ii) 500,000 shares of Series A Preferred Stock, which at January 20, 2017, hold the voting power of 500,000,000
shares of common stock. The Majority Stockholder, who holds in the aggregate 500,000,000 votes through ownership of the
Series A Preferred, or in excess of 51% of the voting equity of the Company, has voted in favor of the Authorized Share
Increase, thereby satisfying the requirement under Section 390 of the Nevada Private Corporations Law that at least a
majority of the voting power vote in favor of a corporate action to amend the Articles of Incorporation.
The following table sets forth the name of the Series A stockholder, the number of shares of Series A Preferred held by the Series A stockholder, the total number of votes that the Series A stockholder voted in favor of the Authorized Share Increase and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof (assuming for purposes of the calculation that the number of votes held by the Series A Stockholder by reason of his ownership of Series A Preferred shares are counted as outstanding shares of common stock).