Holders of Series A Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at the rate of 10 votes for each share held. Holders of Series A Convertible Preferred Stock are also entitled, at their option, to convert their shares into shares of our common stock on a 10-for-1 basis.
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 shareholders. The Company anticipates that the actions contemplated herein will be effected on or about the close of business on June 26, 2017.
The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material. This Information Statement will serve as written notice to the stockholders of the Company pursuant to Section 607.0704 of the Florida Business Corporation Act.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of the Record Date certain information to us with respect to the beneficial ownership of the Companys voting securities by (i) each person who is known by us to own of record or beneficially more than 5% of the outstanding common stock, (ii) each of the Companys directors and executive officers, and (iii) all of the Companys and its executive officers as a group. Unless otherwise indicated each of the stockholders can be reached at the Companys principal executive offices located at 1500 NW 65
th
Avenue, Plantation, FL 33313.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock
4
options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
|
|
|
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percentage of Class
|
Total Votes
|
Common Stock
|
|
|
|
Jack Namer (1)
1500 NW 65
th
Ave.
Plantation, FL 33313
|
510,642,000 (2)
|
94.66% (3)
|
510,642,000 (4)
|
Amy Nalewaik
1500 NW 65
th
Ave.
Plantation, FL 33313
|
9,997,000
|
1.85% (5)
|
9,997,000
|
Preferred Stock (6)
|
|
|
|
Jack Namer
1500 NW 65
th
Ave.
Plantation, FL 33313
|
50,000,000
|
100%
|
500,000,000 (7)
|
(1)
Jack Namer is our Chief Executive Officer and the sole director for our Company.
(2)
This figure represents the number of shares of common stock beneficially owned assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.
(3)
This figure represents the percentage of shares of common stock beneficially owned assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.
(4)
This figure represents the number of shares of common stock that Mr. Namer could vote in the event that he would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock. Notwithstanding any potential conversion of the preferred stock to common stock, Mr. Namer may exercise 10 votes per share of the Series A Convertible Preferred Stock in any matter that is put to the shareholders of the Company for a vote.
(5)
This figure represents the percentage of shares of common stock beneficially owned by Amy Nalewaik assuming that Mr. Namer would have converted all of his Series A Convertible Preferred Stock at the rate of 10 common shares for each share of his preferred stock.
(6)
The only class of preferred stock issued and outstanding is the Series A Convertible Preferred Stock. The Series A preferred stock has 10 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder.
(7)
This figure represents the number of total votes per share of the preferred stock that Mr. Namer possesses and could vote in the event that he has not converted any of his Series A Convertible Preferred Stock.
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AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY TO ETHOS MEDIA NETWORK, INC.
The Board of Directors and majority stockholder of the Company have approved an amendment to the Companys certificate of incorporation to effectuate a change of the name of the Company. Pursuant to the Amendment, the name of the Company will be Ethos Media Network, Inc.
The Amendment will be effectuated by filing of the Amendment with the Secretary of State of the State of Florida. We anticipate that the Amendment will be effective June 26, 2017, after the twentieth (20
th
) day following the mailing of this Information Statement to our shareholders.
VOTE REQUIRED
The vote of the holders of a majority of the outstanding shares of Companys capital stock is required for the approval of the change of the name of the Company. The change of the name of the Company to Ethos Media Network, Inc. was approved by a shareholder owning 36.96% (10,642,000 shares) of the issued and outstanding shares of Company common stock and 100% (50,000,000 shares with 500,000,000 votes) of the issued and outstanding shares of Company Series A Convertible Preferred Stock.
APPRAISAL RIGHTS
No appraisal rights are available under the Delaware General Corporation Law or under our Certificate of Incorporation as a result of the Amendment. This means that no shareholder is entitled to receive any cash or other payment as a result of, or in connection with the amendment to our Certificate of Incorporation, even if a shareholder has not been given an opportunity to vote.
INTERESTS OF CERTAIN PERSONS IN OR OPPOSTION TO MATTERS TO BE ACTED UPON
No persons have any substantial interest in the change of the name of our Company.
Forward-Looking Statements and Information
This Information Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this Information Statement. We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
This filing contains a number of forward-looking statements which reflect managements current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, are forward looking statements. In particular, the words believe, expect, intend, anticipate, estimate, may, variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these forward-looking statements, which are based on managements current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and
6
apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
ADDITIONAL INFORMATION
The Company will provide upon request and without charge to each shareholder receiving this Information Statement a copy of the Companys annual report on Form 10-K for the fiscal year ended August 31, 2016, including the financial statements and financial statement schedule information included therein, as filed with the SEC. Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the SEC 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, DC 20549 at prescribed rates. The SEC maintains a website on the Internet (
http://www.sec.gov
) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
EXHIBIT INDEX
Exhibit A, Form of Articles of Amendment to the Articles of Incorporation.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommended approval of the Amendment to the Articles of Incorporation to the shareholder holding a majority of the voting power of the Companys capital stock.
By Order of the Board of Directors,
EYE ON MEDIA NETWORK, INC.
By:
/s/
Jack Namer
Jack Namer, Chairman
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EXHIBIT A
STATE OF FLORIDA
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
The Corporation, Eye On Media Network, Inc. (the Corporation), organized and existing under the laws of the State of Florida, hereby certifies as follows:
1.
That pursuant to a Written Consent To Action Without A Meeting of the Board of Directors of the Corporation, resolutions were duly adopted regarding a proposed amendment to the Articles of Incorporation of the Corporation, declaring the proposed amendment to be advisable to present the proposed amendments to the stockholders of the Corporation for consideration thereof. The amendment to the Articles of Incorporation is as follows:
FIRST: The name of this Corporation shall be Ethos Media Network, Inc.
[End of Amendment]
2.
That thereafter, pursuant to a resolution of the Corporations Board of Directors, the proposed amendment to the Articles of Incorporation was presented to stockholders of the Corporation holding a sufficient number of shares of common stock to approve the proposed amendment and a Written Consent To Action Without A Meeting was delivered to the Corporation by the majority stockholder of the Corporation reflecting that the necessary number of shares as required by statute were voted in favor of the amendment.
3.
That the amendment was duly adopted in accordance with the provisions of Section 607.1003 of the Florida Business Corporation Act of the State of Florida. The amendment shall be effective on June 26, 2017.
IN WITNESS WHEREOF,
the Corporation has caused this certificate to be signed this 19th day of May, 2017.
EYE ON MEDIA NETWORK, INC.
By:
/s/: Jack Namer
Jack Namer, Chief Executive Officer
Authorized Officer
8