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
☐
Definitive Information Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule
14A-6(e)(2))
FLIKMEDIA, INC.
(Name
of Registrant as Specified in its Charter)
Copies
to:
William
Haseltine
Haseltine
Law Group LLP
1629 K
Street NW, Suite 300
Washington,
DC 20006
Payment
of Filing Fee (Check the appropriate box):
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No fee required.
☐
Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:___________
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(2)
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Aggregate
number of securities to which transaction
applies:___________
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(3)
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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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(4)
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Proposed
maximum aggregate value of transaction:____________
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(5)
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Total
fee paid:____________
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☐
Fee paid previously with preliminary materials.
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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
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Amount Previously Paid:___________
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FLIKMEDIA, INC.
2728 N
24TH ST
PHOENIX
AZ 8004-1050
NOTICE OF ACTION BY WRITTEN CONSENT OF HOLDERS OF
A MAJORITY OF THE OUTSTANDING VOTING STOCK OF FLIKMEDIA,
INC.
January
25, 2017
Dear
FlikMedia, Inc. Stockholder:
The
enclosed Information Statement is being distributed to the holders
of record of common stock, par value $0.001 per share
(“
Common
Stock
”), of FlikMedia, Inc., a Nevada corporation (the
“
Company
” or
“
we
”), as of
the close of business on January 25, 2017 (the
“
Record Date
”)
under Rule 14c-2 of the Securities Exchange Act of 1934, as amended
(the “
Exchange
Act
”). The purpose of the enclosed Information
Statement is to inform our stockholders of action taken by written
consent by the holders of a majority of our outstanding voting
stock. The enclosed Information Statement shall be considered the
notice required under Section 78.370 of the Nevada Revised
Statues.
The
following action was authorized by written consent of a majority of
our outstanding voting stock (the “
Written Consents
”):
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1.
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To
authorize the board of directors of the Company to amend the
Company’s Articles of Incorporation to effectuate an increase
in the number of authorized shares of the Company’s Common
Stock from seventy-five million (75,000,000) shares to nine
hundred, ninety-four thousand (994,000,000) shares.
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The
Written Consents constitutes the only stockholder approval required
under the Nevada Revised Statues, our Articles of Incorporation and
Bylaws to approve the Amendment. Our Board of Directors is not
soliciting your consent or your proxy in connection with this
action, and no consents or proxies are being requested from
stockholders. The Amendment, as approved by the Written Consents,
will not become effective until 20 calendar days after the enclosed
Information Statement is first mailed or otherwise delivered to our
stockholders entitled to receive notice thereof.
THIS IS
NOT
A
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS
INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE
PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN
PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS
PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
.
By
order of the Board of Directors
January
25, 2017
/s/ Nikola Bicanic
Nikola
Bicanic
Chief
Executive Officer
Chairman
of the Board of Directors
FLIKMEDIA, INC.
2728 N
24TH ST
PHOENIX
AZ 8004-1050
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
INTRODUCTION
This
Information Statement advises stockholders of the approval by the
Company’s Board of Directors, and by written consent of the
holders a majority of the Company’s voting stock of an
amendment to the Company’s Articles of Incorporation (the
“Amendment”) to increase the total number of authorized
shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”), from 75,000,000 shares to
994,000,000 million shares. A copy of the Amendment is attached to
this Information Statement as Exhibit A.
The
increase of the Company’s authorized shares of Common Stock
will become effective upon the filing of the Amendment with the
Secretary of State of Nevada, which filing will occur no less than
20 days after the date of the mailing of this Information Statement
to our stockholders.
What action was taken by written consent?
We
obtained stockholder consent for the approval of an amendment to
our articles of incorporation to (i) increase the number of
authorized shares of common stock, par value $0.001 (“Common
Stock”) from 75,000,000 to 994,000,000.
How many shares of Common Stock were outstanding on November 11,
2016?
On
November 11, 2016, the date we received the consent of the holders
of more than a majority of our outstanding shares of Common Stock,
there were 47,799,299 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 approximately 50.67% of our
outstanding shares of Common Stock. Nikola Bicanic and Arben
Kryeziu, our only officers and directors, beneficially own
approximately 41.15% of our outstanding Common Stock, the only
class of shares that are issued and outstanding.
Are
there any acquisitions under consideration at this
time?
No. Currently,
there is no target for any forward and/or reverse acquisition
exists. When, and if, any target is identified, the Company will
file a Current Report on Form 8-K and, if necessary, audited pro
forma financial statements within the timeframe required by
relevant law and/or regulation.
Who is paying the cost of this information statement?
The
Company will pay for preparing, printing and mailing this
information statement. Our costs are estimated at approximately
$10,000.
AMENDMENT TO THE ARTICLES OF INCORPORATION
Our
board of directors and the holders of a majority of our outstanding
shares of Common Stock have approved an amendment to our articles
of incorporation (the “Amendment”) to increase the
number of authorized shares of Common Stock from 75,000,000 to
994,000,000.
The
Amendment, which will be in the form of Appendix A hereto, will be
effective upon filing with the Secretary of State of the State of
Nevada. The Company will file the Amendment approximately, but not
less than, 20 days after the definitive information statement is
mailed to stockholders.
Increase in Authorized Common Stock
Upon
filing with the Nevada Secretary of State, the Amendment will
effect an increase in the number of shares of the Company’s
authorized Common Stock, from 75,000,000 to 994,000,000. As of
January 25, 2017, 47,799,299 shares of our Common
Stock are issued and outstanding.
Purpose of Increase in Authorized Common Stock
The
board of directors believes that the increase in authorized common
shares will provide the Company greater flexibility with respect to
the Company’s capital structure for various purposes
including, but not limited to, additional equity financings and
stock based acquisitions.
Currently, no
target for any forward and/or reverse acquisition exists. When, and
if, any target is identified, the Company will file a Current
Report on Form 8-K and, if necessary, audited pro forma financial
statements within the timeframe required by relevant law and/or
regulation.
Effect of Increase in Authorized Common Stock on Current
Shareholders
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 and of 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 shareholders.
The
additional shares of Common Stock could be used in the future for
various purposes without further shareholder approval, except as
such approval may be required by applicable law. These purposes may
include: raising capital, providing equity incentives to employees,
officers or directors, establishing strategic relationships with
other companies, expanding the company’s business or product
lines through the acquisition of other businesses or products, and
other purposes.
Possible Anti-Takeover Effects of Increase in Authorized Common
Stock
We
could also use the additional shares of Common Stock that will
become available for issuance to oppose a hostile takeover attempt
or to delay or prevent changes in control or management of the
Company. Although the Amendment has not been prompted by the threat
of any hostile takeover attempt (nor is the Board currently aware
of any such attempts directed at the Company), nevertheless,
shareholders should be aware that this proposal could facilitate
future efforts by us to deter or prevent changes in control of the
Company, including transactions in which the Company’s
shareholders might otherwise receive a premium for their shares
over then current market prices.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of
November 11, 2016, we had 47,799,299 shares of Common Stock issued
and outstanding, which is the only class of voting securities that
would be entitled to vote for directors at a stockholders' meeting
if one were to be held. Each share of Common Stock is entitled to
one vote.
Security
Ownership of Certain Beneficial Owners and Management of the
Company:
The
following table sets forth the beneficial ownership of our
company’s capital stock as of November 11, 2016, as
to:
(1) Each
of our directors;
(2) Each
executive officer;
(3) All
directors and officers as a group; and
(4) Each
person, other than our directors and officers, known to
beneficially own more than 5% of the Company’s common
stock.
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Name and Address
(1)
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Number of Shares of Common Stock Beneficially Owned
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Percentage of Outstanding shares of Common Stock Owned
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Officers and Directors
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Nikola
Bicanic, CEO, Director
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8,593,260
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17.98%
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Arben
Kryeziu, CTO
(2)
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11,078,244
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23.18%
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All
directors and executive officers as a group (2
persons)
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17,186,520
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41.15%
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5% Owners
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Oliver
Chaine
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4,546,182
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9.51
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(1)
Except as otherwise
indicated, the address of each beneficial owner is the
Company’s address.
(2)
Except as otherwise
indicated, the persons named in this table have sole voting and
investment power with respect to all shares of common stock shown
as beneficially owned by them, subject to community property laws
where applicable and to the information contained in the footnotes
to this table.
(3)
Pursuant to Rules
13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes
any shares as to which a shareholder has sole or shared voting
power or investment power, and also any shares which the
shareholder has the right to acquire within 60 days, including upon
exercise of common shares purchase options or warrants. There are
47,799,299 shares of common stock, issued and outstanding as of
November 11, 2016 including securities exercisable or convertible
into shares of Common Stock within sixty (60) days hereof for each
stockholder listed herein.
ADDITIONAL AVAILABLE INFORMATION
We are
subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and in accordance with such act we
file periodic reports, documents and other information with the
Securities & Exchange Commission relating to our business,
financial statements and other matters. Such reports and other
information may be inspected and are available for copying at the
public reference facilities of the Securities and Exchange
Commission at 100 F Street, N.E., Washington D.C. 20549, or may be
accessed at www.sec.gov.
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By
order of the Board of Directors
/s/ Nikola Bicanic
Nikola
Bicanic
Chief
Executive Officer
Chairman of the
Board of Directors
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January
25, 2017