UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14C

 

INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x Filed by the Registrant    o Filed by a Party other than the Registrant

 

Check the appropriate box:

 

¨

Preliminary Information Statement

 

 

x

Definitive Information Statement Only

 

 

o

Confidential, for Use of the Commission (as permitted by Rule 14c)

 

BANJO & MATILDA, INC.

(Name of Registrant as Specified In Its Charter)

 

_______________________________________________________

Name of Person(s) Filing Information Statement, if other than Registrant:

 

Payment of Filing Fee (Check the appropriate box):

 

x

No fee required.

 

o

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 of which the filing fee is calculated and state how it was determined):

 

 

(4) Proposed maximum aggregate value of transaction:

 

 

(5) Total fee paid:

 

 

 

o Fee paid previously with preliminary materials.

 

 

o 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: ____________________________

 

 

 
 
 
 

  

BANJO & MATILDA, INC.

1221 2nd Street, Suite 300

Santa Monica, CA 90401

(310) 890-5652

 

Copies of correspondence to:

Frederick C. Bauman, Esq.

Bauman & Associates Law Firm

6440 Sky Pointe Dr., Ste 140-149

Las Vegas, NV 89131

(702) 318-7218

 

NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING

 

Date of Mailing: June 30, 2017

 

TO THE STOCKHOLDERS OF BANJO & MATILDA, INC.:

 

The attached Information Statement is furnished by the Board of Directors (the "Board") of Banjo & Matilda, Inc. (the "Company," "we" or "us"). The Company, a Nevada corporation, is a public company registered with the Securities and Exchange Commission.

 

On June 8, 2017, stockholders holding 18,551,916 shares of our issued and outstanding $0.00001 par value common stock ("Common Stock") and 1,000,000 shares of our issued and outstanding $0.00001 par value Preferred Stock (“Preferred Stock”), or approximately 70.91% of our voting power, consented in writing to amend the Company's Articles of Incorporation (the "Certificate of Amendment"). This consent was sufficient to approve the Certificate of Amendment under Nevada law and our Articles of Incorporation. The attached Information Statement describes the Certificate of Amendment that the common stockholders of the Company have approved, which will increase the Company’s authorized shares of common stock to 500,000,000 shares from 100,000 shares. Certificate of Amendment will become effective upon filing with the Nevada Secretary of State, which can occur no earlier than twenty (20) calendar days after the filing and dissemination of the Definitive Information Statement.

 

NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

There are no stockholder dissenters' or appraisal rights in connection with any of the matters discussed in this Information Statement.

 

Please read this Notice and Information Statement carefully and in its entirety. It describes the terms of the actions taken by the stockholders.

 

Although you will not have an opportunity to vote on the approval of the Certificate of Amendment, this Information Statement contains important information about the Certificate of Amendment.

 

 

 

By Order of the Board of Directors

 

 

 

 

 

/s/ Brendan MacPherson

 

 

 

Brendan MacPherson, President

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF INFORMATION STATEMENT MATERIALS IN CONNECTION WITH THIS NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT:

 

 
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BANJO & MATILDA, INC.

1221 2 nd Street, Suite 300

Santa Monica, CA 90401

(310) 890-5652

 

INFORMATION STATEMENT

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

This Information Statement is being furnished to the stockholders of Banjo & Matilda, Inc., a Nevada corporation (the "Company," "we" or "us"), to advise them of the corporate actions that have been authorized by written consent of one of the Company's stockholders, which owns approximately 70.91% of the Company's voting power as of the record date of June 30, 2017 (the "Record Date"). These actions are being taken without notice, meetings or votes in accordance with the Nevada Revised Statutes (N.R.S.) Section78.320 and the Company’s Articles of Incorporation. This Information Statement is being mailed to the stockholders of the Company, as of the Record Date, on June 30, 2017.

 

On June 8, 2017, the Board of Directors approved, and recommended to the stockholders for approval, an amendment to the Company's Articles of Incorporation (the "Certificate of Amendment") that will increase the Company’s authorized shares of common stock to 500,000,000 shares from 100,000,000 shares. The full text of the Certificate of Amendment is attached to this Information Statement as Appendix A.

 

On June 8, 2017, stockholders holding 18,551,916 shares of common stock and 1,000,000 shares of Preferred Stock, or approximately 70.91% of our voting power, consented in writing to the Certificate of Amendment. This consent was sufficient to approve the Certificate of Amendment under Nevada law.

 

NO VOTE REQUIRED

 

We are not soliciting consents to approve the Certificate of Amendment. Nevada law and our Articles of Incorporation permit the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written consent to the action to the Company.

 

NO APPRAISAL RIGHTS

 

Under Nevada corporate law, stockholders have no appraisal or dissenters' rights in connection with the Certificate of Amendment.

 

INTERESTS OF CERTAIN PARTIES IN THE MATTERS TO BE ACTED UPON

 

None of the directors or executive officers of the Company has any substantial interest resulting from the Certificate of Amendment that is not shared by all other stockholders pro rata, and in accordance with their respective interests.

 

COST OF THIS INFORMATION STATEMENT

 

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 Common Stock held of record by them.

 

HOUSEHOLDING OF STOCKHOLDER MATERIALS

 

In some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests by phone should be directed to our President at (310) 890-5652, and requests in writing should be sent to Banjo & Matilda, Inc., Attention President, 1221 2 nd Street, Suite 300, Santa Monica, CA 90401. Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the above address.

 

 
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AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK

 

General

 

Our Articles of Incorporation currently authorize 100,000,000 shares of common stock and 1,000,000 shares of preferred stock.

 

On June 8, 2017 the Board of Directors, and on June 8, 2017 the consenting stockholder(s), approved the filing of an amendment to our Articles of Incorporation to increase the authorized shares of common stock to 500,000,000 shares from 100,000,000 shares (the “Amendment”).

 

Reasons for the Increase in Authorized Shares of Common Stock

 

Our Articles of Incorporation presently authorize 100,000,000 shares of common stock. As of May 23, 2017, there were 67,175,816 shares of common stock outstanding. The increase in the Company’s authorized shares to 500,000,000 shares from 100,000,000 shares is intended to provide adequate authorized shares to cover the Company’s needs for at least the next 12 months.

 

Principal Effects of the Increase in Authorized Shares of Common Stock

 

While the authorization of additional shares of common stock is intended to increase our financial flexibility, it could also lead to dilution of the existing stockholders in the event that additional shares are sold for less than the current market price.

 

Effective Date

 

Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Amendment shall be effective twenty (20) days after this Information Statement is mailed to stockholders of the Company. We anticipate the effective date to be on or about July 20, 2017.

 

(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information as of May 23, 2017, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock. As of May 23, 2017, we had 67,175,816 shares of common stock issued and outstanding.

 

Name and Address

 

Shares Owned

 

 

Percent of Class

 

Brendan Macpherson

Belinda Storelli Macpherson

(Jibon Trust)

 

 

18,551,916

(1),(2)

 

 

27.6 %

 

 

 

 

 

 

 

 

 

Raymond Key

396 Ladies Mile Lane

Lake Hayes, Queenstown

New Zealand 9304

 

 

19,095,639

(3) 

 

 

28.4 %

 

 

 

 

 

 

 

 

 

All directors & officers

as a group (2 persons)

 

 

18,551,916

(1)(2) 

 

 

27.6 %

_______________

(1) Shares are held by Jibon Trust of which Brendan Macpherson is the trustee. Does not include 1,000,000 shares of super-voting preferred stock issued to Mr. Macpherson under his employment agreement.

 

(2) Consists of shares held by Jibon Trust of which Brendan Macpherson, Ms. Macpherson's husband, is the trustee.

 

(3) Gives no effect to shares issuable upon conversion of convertible note owned by Mr. Kay.

 

 
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Ownership of Preferred Stock

 

Brendan MacPherson, our CEO, owned 1,000,000 shares of Preferred Stock at May 23, 2017. Each share of Preferred Stock has the voting rights of 100 shares of common stock. In total, Brendan MacPherson and Belinda Storelli MacPhersons held voting rights of 118,551,916 shares of common stock at May 23, 2017, or 70.91% of our voting power.

 

(b) Changes in Control

 

We know of no arrangements which may at a subsequent date result in a change in control of the Company.

 

 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

 

This Information Statement may contain "forward-looking statements." All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, and any statement of assumptions underlying any of the foregoing. These statements may contain words such as "expects," "anticipates," "plans," "believes," "projects," and words of similar meaning. These statements relate to our future business and financial performance.

 

Actual outcomes may differ materially from these statements. The risks listed in this Information Statement as well as any cautionary language in this Information Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement as representing our views as of any date after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports and documents that we file from time to time with the SEC.

 

ADDITIONAL INFORMATION

 

This Information Statement should be read in conjunction with certain reports that we previously filed with the SEC, including our:

 

* Annual Report on Form 10-K for the fiscal year ended June 30, 2016 and
* Quarterly Reports on Form 10-Q for the periods ended September 30, 2016, December 31, 2016 and March 31, 2017.

  

The reports we file with the SEC and the accompanying exhibits may be inspected without charge at the Public Reference Section of the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained from the SEC at prescribed rates. The SEC also maintains a Web site that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of the Reports may be obtained from the SEC's EDGAR archives at http://www.sec.gov. We will also mail copies of our prior reports to any stockholder upon written request.

 

 

 

By Order of the Board of Directors

 

 

 

 

 

 

 

/s/ Brendan MacPherson

 

 

 

Brendan MacPherson
President,

 

 

 

Santa Monica, CA

 

 

 

June 30, 2017

 

 

 
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Certificate of Amendment

To the

Articles of Incorporation

 

Pursuant to the provisions of the Sections 78.385 and 78.390 of the Nevada Revised Statutes (NRS), the undersigned corporation adopts the following Certificate of Amendment to its Articles of Incorporation:

 

 

1. Name of corporation: BANJO & MATILDA, INC.

 

 

 

 

2. The articles have been amended as follows:

 

Article 3 (Authorized Stock) is deleted in its entirety and replaced with the following:

 

“3. The Capital Stock shall consist of 500,000,000 shares of common stock, $0.00001 par value, all of which stock shall be entitled to voting power, and 100,000,000 shares of preferred stock, $0.00001 par value. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.195 and 78.1955), as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Corporation. The Corporation may issue the shares of stock for such consideration as may be fixed by the Board of Directors.”

 

 

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 70.91%.

 

 

 

 

4. Effective date and time of filing: (optional) Date: _______________ Time: _________________

 

 

 

 

5. Signature: (required)

 

 

/s/ Brendan MacPherson                                                  

Signature of Officer: Brendan MacPherson, President

 

 

 

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