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This Information Statement is being circulated
to inform the stockholders of action already approved by written consent of a majority stockholder holding the voting rights equivalent
to 50.6% of the outstanding shares of our common stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended,
the proposals will not be effective until at least 20-calendar days after the mailing of this Information Statement to our stockholders,
warrant holders and option holders. Therefore, this Information Statement is being sent to you for informational purposes only.
The action to be effective 20-days after
the mailing of this Information Statement, is a reverse split of the Company’s issued and outstanding common stock, on a
one (1) share-for-ten thousand shares (10,000) (1:10,000) basis, pursuant to which the number of authorized shares of common stock
will remain 1,200,000,000 shares, par value will remain $0.001, following such reverse stock split; any fractional shares post-split
will be rounded up to the next whole share.
Attached hereto for your review is an Information
Statement relating to the above described action.
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
INFORMATION STATEMENT
June __, 2017
GENERAL INFORMATION
This Information Statement has been filed
with the U. S. 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 (the
“Common Stock”), par value $0.001 per share, of MI1 Global Telco., Inc., a Nevada corporation (the “Company”),
to notify such Stockholders of the following:
On or about June 5, 2017, the Company received
a written consent in lieu of a meeting of Stockholders from a stockholder, who owns 91,556,491 voting shares representing approximately
50.6% of the 180,622,531 shares of the total issued and outstanding shares of voting stock of the Company (the “Majority
Stockholder”) authorizing the Company’s Board of Directors, to effect a reverse split of the Company’s Common
Stock on a one (1) share-for-ten thousand shares (10,000) (1:10,000) basis, pursuant to which the number of authorized shares of
Common Stock will remain 1,200,000,000 shares and the par value for the common stock will remain $0.001, following such reverse
stock split (the “Reverse Stock Split”); any fractional shares post-split will be rounded up to the next whole share.
On June 5, 2017, the Board of Directors
of the Company approved the above-mentioned actions. The Majority Stockholder approved the action by written consent in lieu of
a meeting on June 5, 2017, in accordance with the Nevada Corporate law. Accordingly, your consent is not required and is not being
solicited in connection with the approval of the action.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the
"Board") believes that the stockholders of the Company will benefit from the Reverse Stock Split because it may attract
potential investment from outside investors which will create a more liquid public market for its common stock. In order to facilitate
such transaction, the Board has determined that the capitalization structure of the Company should be simplified. No assurances
can be given that such investors will be found.
Accordingly, it was the Board's opinion
that the restructuring transactions described above would better position the Company to attract potential business candidates.
The Board and the Majority Stockholder approved the above actions on June 5, 2017.
ACTIONS TO BE TAKEN
This Information Statement contains a brief
summary of the material aspects of the action approved by the Board and the Majority Stockholder
.
PROPOSAL TO DECREASE THE NUMBER
OF ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK
GENERAL
The Board approved a resolution to affect
a 1 share for 10,000 shares reverse stock split. Under this Reverse Stock Split each 10,000 shares of our Common Stock will be
converted automatically into one (1) share of Common Stock. To avoid the issuance of fractional shares of Common Stock, all fractional
shares will be rounded up to the next whole share. Any shareholder who owns one or fewer shares will be rounded-up to one whole
share. No fractional shares will be issued.
Shareholder approval for the Reverse Stock
Split and required amendment to our Articles of Incorporation was obtained by written consent of a holder of 91,556,491
shares of common stock, representing approximately 50.6% of our issued and outstanding shares of common stock. The Reverse Stock
Split will not become effective until at least twenty (20) days have passed after this Information Statement is first mailed to
shareholders of our common stock, the appropriate filings have been made with the Nevada Secretary of State. The Company anticipates
that the effective date of the Reverse Stock Split will be July __, 2017.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT
WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OF SHARES PURSUANT TO
THE FRACTIONAL SHARES.
PLEASE NOTE THAT THE REVERSE SPLIT WILL
HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS
BECAUSE THE NUMBER OF AUTHORIZED SHARES AND THE PAR VALUE PER SHARE OF COMMON STOCK WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES
ISSUED AND OUTSTANDING WILL BE REDUCED SUBSTANCIALLY.
Note:
Although there will be an
increase in the number of shares the Company will be able to issue because the number of authorized shares and par value will remain
the same while the number of shares issued and outstanding will be reduced, we do not have any specific plans, agreements, arrangements
or understanding with respect to the proposed increase of our authorized but unissued stock as a result of our planned reverse
stock split.
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The Board of Directors believe that, among
other reasons, the number of outstanding shares of our Common Stock have contributed to a lack of investor interest in the Company
and has made it difficult to attract new investors and potential business candidates. The Board of Directors has proposed the Reverse
Stock Split as one method to attract business opportunities in the Company.
When a company engages in a reverse stock
split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization
of the company. An example of a reverse split is the following. A company has 100,000,000 shares of common stock outstanding. Assume
the market price is $0.05 per share. Assume that the company declares a 1 for 10,000 reverse stock split. After the reverse split,
that company will have outstanding 10,000 shares outstanding. The stock will have a market price of $500. If an individual investor
owned 10,000,000 shares of that company before the split at $0.05 per share, he will own 1,000 shares at $500.00 after the split.
In either case, his stock will be worth $500,000. He is no better off before or after. Except that such company hopes that the
higher stock price will make that company look better and thus the company will be a more attractive merger target for potential
business. There is no assurance that the Company's stock will rise in price after a reverse split or that a suitable merger candidate
will emerge.
We believe that the Reverse Stock Split
may improve the price level of our Common Stock and that the higher share price could help generate interest in the Company among
investors and other business opportunities. However, the effect of the reverse split upon the market price for our Common Stock
cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can
be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction
in the number of shares of Common Stock outstanding resulting from the reverse split. The market price of our Common Stock may
also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding.
If the reverse stock split successfully
increases the per share price of our Common Stock, the Board of Directors further believes such increase may facilitate future
financings by the Company. In addition, the resulting reduction in the number of issued and outstanding shares of Common Stock
will provide the Company with additional authorized but unissued shares which could be utilized for future product acquisitions
or to otherwise raise funds to help build the Company's business objectives.
The board of directors of the Company may
authorize, without further shareholder approval, the issuance of such shares of common stock to such persons, for such consideration,
and upon such terms as the board of directors determines. Such issuance could result in a significant dilution of the voting rights
and the stockholders' equity, of the existing shareholders.
Issuance of additional common stock may
have the effect of deterring or thwarting persons seeking to take control of the Company through a tender offer, proxy fight or
otherwise or to bring about removal of incumbent management or a corporate transaction such as merger. For example, the issuance
of common stock could be used to deter or prevent such a change of control through dilution of stock ownership of persons seeking
to take control or by rendering a transaction proposed by such persons more difficult.
The reverse split will affect all of our
stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company or proportionate voting
power, except to the extent that the reverse split results in any of our stockholders owning a fractional share. All stockholders
holding a fractional share shall be issued an additional share. In other words, if a shareholder holds 1,000,001 shares in the
Company, following the reverse split, the shareholder will own 1,001 shares. The principal effect of the reverse split will be
that the number of shares of Common shares issued and outstanding common shares will be reduced from 180,622,531 shares as of May
23, 2017 to approximately 18,063 shares (depending on the number of fractional shares to be rounded-up to one whole share) issued
and outstanding . The number of authorized shares and the par value of Common Stock will not be affected. The following chart depicts
the capitalization structure of the Company, both, pre- and post-split (the post-split issued shares may differ slightly based
on the number of fractional shares):
Common Stock
Pre-Reverse Stock Split
|
|
|
Authorized Common Stock
|
Shares of Common Stock Issued
|
Authorized but Unissued
|
1,200,000,000
|
180,622,531
|
1,019,377,469
|
Post-Reverse Stock Split
|
|
|
Authorized Common Stock
|
Shares of Common Stock Issued
|
Authorized but Unissued
|
1,200,000,000
|
18,063
|
1,199,981,938
|
The reverse split will not affect the par value of our Common
Stock. As a result, on the effective date of the reverse split, the stated capital on our balance sheet attributable to our Common
Stock will be reduced to less than the present amount, and the additional paid-in capital account shall be credited with the amount
by which the stated capital is reduced. The net income or loss per share and net book value of our Common Stock will be increased
because there will be fewer shares of our Common Stock outstanding.
The reverse split will not change the proportionate
equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered, except
for possible immaterial changes, due to rounding-up any fractional shares. The Common Stock issued pursuant to the reverse split
will remain fully paid and non-assessable. The reverse split is not intended as, and will not have the effect of, a "going
private transaction" covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the
periodic reporting requirements of the Securities Exchange Act of 1934.
Stockholders should recognize that they
will own a fewer number of shares than they presently own. While we expect that the reverse split will result in an increase in
the potential market price of our Common Stock, there can be no assurance that the reverse split will increase the potential market
price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in any potential market
price (which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common
Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater
than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market
price of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse
split. In addition, the reverse split may increase the number of stockholders of the Company who own odd lots (less than 100 shares).
Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater
difficulty in effecting such sales. Consequently, there can be no assurance that the reverse split will achieve the desired results
that have been outlined above.
ANTI-TAKEOVER EFFECTS OF THE REVERSE STOCK SPLIT
THE OVERALL EFFECT OF THE REVERSE STOCK
SPLIT MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND
THUS MAKE DIFFICULT THE REMOVAL OF MANAGEMENT.
The anti-takeover provisions of Sections
78.411 through 78.445 of the Nevada Corporation Law apply to the Company. Section 78.438 of the Nevada law prohibits the Company
from merging with or selling more than 5% of its assets or stock to any shareholder who owns or owned more than 10% of any stock
or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the Company’s
shares, unless the transaction is approved by the Company’s Board of Directors.
The provisions also prohibit the Company
from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more
than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares,
other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change
in control of the Company.
As discussed below, the reason the Reverse
Stock Split is being proposed is to increase the amount of shares the Company is able to issue in order to attract potential investors
and conduct a financing. This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s
securities or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise.
Neither the Company’s Articles nor
its By-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt
a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not
have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
The advantage of the Reverse Stock Split
will be to permit the Company to pursue financing from investors and issue shares of common stock in exchange for the financing.
This is the main purpose for the Reverse Stock Split and if the Reverse Stock Split is not completed, the Company would not be
able to issue additional shares sufficient to complete a financing. The main disadvantage to the Reverse Stock Split is that it
may have an anti-takeover effect and discourage any potential mergers or tender offers.
As discussed above, the Reverse Stock Split
was the subject of a vote of approval by the Board of Directors approving the Reverse Stock Split. There are no rules or practices
on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes
a reverse stock split.
DISSENTER’S RIGHTS OF APPRAISAL
Under Nevada Law, dissenting shareholders
are not entitled to appraisal rights with respect to this reverse stock split, and we will not independently provide the shareholders
with any such right.
PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES
The Company anticipates that the reverse
split will become effective on July__, 2017, or as soon thereafter as is practicable, which we will refer to as the "effective
date." Beginning on the effective date, each certificate representing pre-reverse split shares will be deemed, for all corporate
purposes, to evidence ownership of post-reverse split shares.
Our transfer agent, Signature Stock Transfer,
Inc., 14673 Midway Road, Suite 220, Addison, Texas 75001, will act as exchange agent for purposes of implementing the exchange
of stock certificates. We refer to such person as the "exchange agent." Holders of pre-reverse split shares are asked
to surrender to the exchange agent certificates representing pre-reverse split shares in exchange for certificates representing
post-reverse split shares in accordance with the procedures set forth in the letter of transmittal enclosed with this Information
Statement. No new certificates will be issued to a stockholder until that stockholder has surrendered the stockholder's outstanding
certificate(s) together with the properly completed and executed letter of transmittal.
FRACTIONAL SHARES
We will not issue fractional certificates
for post-reverse split shares in connection with the reverse split. To the extent any holders of pre-reverse split shares are entitled
to fractional shares as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional
shares.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY OF REVERSE STOCK SPLIT
Below is a brief summary of the Reverse
Stock Split:
·
|
The issued and outstanding Common Stock shall
be reduced on the basis of 1 post-split share for every 10,000 shares outstanding. If a shareholder holds 10,000 shares or less
in the Company, following the reverse split, the shareholder will own one share. The consolidation shall not affect any rights,
privileges or obligations with respect to the shares of the Common Stock or Voting Preferred Stock existing prior to the consolidation.
|
|
|
·
|
Stockholders of record of the Common Stock as of June 5, 2017, shall have their total shares reduced on the basis
of 1 post-split share of Common Stock for every 10,000 pre-split shares outstanding. Any shareholder who owns one or fewer shares
will be rounded-up to one whole share. No fractional shares will be issued.
|
|
|
·
|
As a result of the reduction of the Common Stock, the pre-split total of issued and outstanding shares of 180,622,531
shall be consolidated to a total of approximately 18,063 issued and outstanding shares (depending on the number of fractional shares).
|
|
|
·
|
The Company's authorized number of common stock shall remain at 1,200,000,000 shares.
|
|
|
·
|
The par value of the Company's common stock will remain $0.001 per share.
|
This action has been approved by the Board
and the Majority Shareholders, who represent approximately 50.6% of the total issued and outstanding shares of voting stock of
the Company.
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 June 5, 2017, as the record date (the “Record Date”) for the determination of Stockholders who
are entitled to receive this Information Statement.
Each share of our common stock entitles
its holder to one vote on each matter submitted to the stockholders. However, because the stockholders holding at least a majority
of the voting rights of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing actions
by resolution; and having sufficient voting power to approve such proposals through their ownership of the capital stock, no other
consents will be solicited in connection with 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 forgoing action will not become effective until at least 20 calendar days after the mailing of this Information Statement.
This Information Statement is being mailed
on or about June __, 2017 to all Stockholders of record as of the Record Date.
OUTSTANDING VOTING SECURITIES
On or about June
5, 2017, the Company received a written consent in lieu of a meeting of Stockholders from a stockholder, who owns 91,556,491 voting
shares representing approximately 50.6% of the 180,622,531 shares of the total issued and outstanding shares of voting stock of
the Company.
The Majority Shareholder executed and delivered
to the Company a written consent approving the action set forth herein. Since the action has been approved by the Majority Stockholders,
no proxies are being solicited with this Information Statement.
On June 5, 2017, the Board of Directors
approved the 1 for 10,000 shares reverse split.
Nevada Revised Statute 78.2055 , provides
in substance that unless the Company’s Articles of Incorporation provides otherwise, stockholders holding a majority of the
voting power of the affected class or series 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 holders of outstanding stock 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Beneficial ownership has been determined
in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock
and those rights to acquire additional shares within sixty days. Unless otherwise indicated, the persons named in the table below
have sole voting and investment power with respect to the number of shares of common stock indicated as beneficially owned by them,
except to the extent such power may be shared with a spouse. Common stock beneficially owned and percentage ownership is based
on 180,622,531 shares of common stock currently outstanding and no additional shares potentially acquired within sixty days.
The following table sets forth certain
information regarding the beneficial ownership of all shares of the Company’s common stock owned on the Record Date for (i)
each person who owns beneficially more than five percent of the outstanding shares of common stock, (ii) each of our directors
and named executive officers, and (iii) all directors and officers in a group:
Name and Address
of Beneficial Owner(1)
|
|
Sole Voting
and
Investment
Power
|
|
|
Shared Voting
and
Investment
Power
|
|
|
Total
Beneficially
Owned
|
|
|
Percentage of
Outstanding
Shares
Beneficially Owned
|
|
Lim Kock Chiang(2)
|
|
|
–
|
|
|
|
73,245,193
|
|
|
|
73,245,193
|
|
|
|
40.5%
|
|
Mi1 Global Limited
(fka Abina Holding Incorporation)
Rm 1202A, 12/F Empire Centre
68 Mody Road, Tsimshatsui,
Kowloon, Hong Kong
|
|
|
|
|
|
|
91,556,491
|
|
|
|
91,556,491
|
|
|
|
50.6%
|
|
Phang Fuk Tjhan
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Dadeng Hidayat
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
All directors and executive officers as a group
(3 persons)
|
|
|
–
|
|
|
|
73,245,193
|
|
|
|
73,245,193
|
|
|
|
40.5%
|
|
(1)
|
Unless otherwise indicated, the address of such beneficial owner is the Company’s principal executive office, which is located at 36, Jalan Seri Utara 3/3C, Kipark Avenue, Off Jalan Ipoh, 68100 Kuala Lumpur, Wilayah Persekutuan, Malaysia.
|
(2)
|
Shares of common stock held by Mi1 Global Limited, which Mr. Lim may be deemed to own beneficially.
|
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”).
The following documents as filed with the
Commission by the Company are incorporated herein by reference:
1.
Annual Report on Form 10-K for the year ended December 31, 2016.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested,
we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received
contrary instructions from any stockholder at that address. This practice, known as “householding”, is designed to
reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address
and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at Chief
Executive Officer, 36, Jalan Seri Utara 3/3C, Kipark Avenue, Off Jalan Ipoh, 68100 Kuala Lumpur, Wilayah Persekutuan, Malaysia,
+ (603) 6241-2023.
If multiple stockholders sharing an address
have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder
a separate copy of future mailings, you may send notification to or call the Company’s principal executive offices. Additionally,
if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings
and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request
may also be made by mail or telephone to the Company’s principal executive offices.
By Order of the Board of Directors
/s/ Lim Kock Chiang
Lim Kock Chiang
Chairman