UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14C

(RULE 14c-101)

 

SCHEDULE 14C INFORMATION

 

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Check the appropriate box:

 

[  ]	Preliminary information statement
[  ]	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[X]	Definitive information statement

 

KSIX MEDIA HOLDINGS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

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KSIX MEDIA HOLDINGS, INC.

10624 South Eastern Avenue, Suite A-910

Henderson, Nevada 89052

 

NOTICE OF STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT

 

August 16, 2017

 

To the Holders of Common Stock of KSIX Media Holdings, Inc. (the “Company”):

 

Ksix Media Holdings, Inc., a Nevada corporation (the “Company”), on July 13, 2017, obtained written consents from stockholders holding a majority of the outstanding voting stock of the Company to approve an amendment of the Company’s articles of incorporation, as amended, to increase the number of authorized shares of common stock from 100,000,000 to 500,000,000 (Par Value $0.001).

 

The details of the foregoing actions and other important information are set forth in the accompanying Information Statement. The board of directors of the Company has unanimously approved the above actions.

 

Under Section 78.320 of the Nevada Revised Statutes, action by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders holding a majority of the outstanding shares of voting stock of the Company approved the foregoing actions. No other vote or stockholder action is required. You are hereby being provided with notice of the approval of the foregoing actions by less than unanimous written consent of the stockholders of the Company.

 

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,
	/s/ Carter Matzinger
	Carter Matzinger
	President and Chairman of the Board

 

Las Vegas, Nevada

August 16, 2017

 

 

KSIX MEDIA HOLDINGS, INC.

 

Information Statement Pursuant to Section 14C

Of the Securities Exchange Act of 1934

 

CONCERNING CORPORATE ACTION AUTHORIZED

BY WRITTEN CONSENT OF A MAJORITY OF THE SHAREHOLDERS

 

August 16, 2017

 

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

General Information

 

This Information Statement is being furnished to the stockholders of Ksix Media Holdings, Inc., a Nevada corporation (“Company,” “we,” “us” or “our”), to advise them of the corporate action described herein, which has been authorized by the written consent of stockholders owning a majority of the Company’s voting stock, in accordance with the requirements of the Chapter 78 of the Nevada Revised Statutes and the Company’s bylaws.

 

This Information Statement will first be mailed to stockholders on or about August 20, 2017, and is being furnished for informational purposes only. Again, the Company is neither requesting any existing shareholder of record for a proxy with regards to the corporate actions described in this Information Statement nor are any existing shareholders responsible to take any action in furtherance of its contents.

 

Our board of directors has determined that the close of business on July 13, 2017 is the record date (“Record Date”) for the stockholders entitled to receive notice about the corporate actions set forth herein regarding the Company’s authorization to amend its articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 500,000,000 (Par Value $0.001). The foregoing amendment is referred to herein as the “Action.”

 

Under Section 78.320 of the Nevada Revised Statutes, any action required or permitted by the Nevada Revised Statutes to be taken at a meeting of stockholders of a Nevada corporation may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the voting power.

 

As of the Record Date, Carter Matzinger, who owned of record approximately 10,000,000 shares of Series “A” Preferred Stock (“Super Voting Preferred Stock”) and 24,778,761 shares of our common stock (“Common Stock”), representing 72.64% of our outstanding shares of voting stock as of the Record Date, executed and delivered to us a written consent authorizing and approving the Action.

 

Accordingly, the Action has been approved by the holders of a majority of our outstanding shares of common stock, and no further vote or further action of our stockholders is required to approve the Action. You are hereby being provided with notice of the approval of the Action by less than unanimous written consent of our stockholders. However, under federal law, the Action will not be effective until at least 20 days after this Information Statement has first been mailed to stockholders. Stockholders do not have any dissenter or appraisal rights in connection with the Action at hand.

 

On July 13, 2017, our board of directors approved the amendment of our articles of incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to 500,000,000 and authorized our officers to deliver this Information Statement.

 

Our executive offices are located at 10624 South Eastern Avenue, A-910, Henderson, Nevada 89052, and our telephone number is (702) 701-8030.

 

Interest of Persons in Matters to be Acted Upon

 

No officer, director or principal stockholder has a substantial or material interest in the favorable outcome of the Actions other than as discussed herein.

 

OUTSTANDING VOTING SECURITIES

 

At the time of the stockholder action our issued and outstanding voting securities consisted of shares of Common Stock and Super Voting Preferred Stock. There were 73,789,576 shares of Common Stock issued and outstanding and 10,000,000 shares of Super Voting Preferred Stock issued and outstanding as of the Record Date. All 10,000,000 shares of the Super Voting Preferred Stock were issued to our President and Chairman of the Board, Carter Matzinger.

 

The rights of Super Voting Preferred Stock are set forth in the Certificate of Designations which became effective on May 6, 2016. The holders of shares of Super Voting Preferred Stock have the right to vote on any and all matters along with the holders of the Common Stock of the Company as a single class. Each share of Common Stock is entitled to one vote on all matters submitted to the holders of Common Stock for their approval. Each share of Super Voting Preferred Stock is entitled to vote ten (10) shares of Common Stock for each one (1) share of Super Voting Preferred Stock held. As such, the written consent of a majority of the outstanding shares of Common Stock and the outstanding shares of Super Voting Preferred Stock, voting together as a single class, was necessary to authorize the Action described herein.

 

 

INFORMATION ON CONSENTING STOCKHOLDERS

 

As stated above, under Section 78.320 of the Nevada Revised Statutes, any action required or permitted by the Nevada Revised Statutes to be taken at a meeting of stockholders of a Nevada corporation may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the voting power.

 

As of the Record Date, Carter Matzinger (Sole Officer and Chairman of the Board), who then owned of record approximately 10,000,000 shares of Super Voting Preferred Stock (e.g. which would vote 100,000,000 shares of Common Stock on all matters put to a vote of the common stockholders), and 24,778,761 shares of our common stock (“Common Stock”). As such, Mr. Matzinger represented 72.64% of our outstanding shares of voting stock as of the Record Date, which has been executed and delivered to us a written consent authorizing and approving the Action set forth in this Information Statement.

 

ACTION: TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF FROM 100,000,000 TO 500,000,000

 

The sole action set forth in this Information Statement is to amend the Articles of Incorporation of the Company to increase the number of authorized capital from 100,000,000 shares of Common Stock (Par Value $0.001) to 500,000,000 shares of Common Stock (Par Value $0.001).

 

On July 13, 2017, our Board of Directors approved, subject to receiving the approval of one holder of a majority of our outstanding capital stock (See “Information on Consenting Shareholder” infra), an amendment and restatement of our Articles of Incorporation (the “Restated Articles”), to increase the number of authorized shares of common stock we may issue from 100,000,000 to 500,000,000 (the “Share Increase”). The Majority Stockholder’s approved the Restated Articles pursuant to a written consent dated as of July 13, 2017. The Restated Articles effecting the share increase will become effective following filing with the Secretary of State of the State of Nevada, which will occur promptly following the 20th day after the filing of the Definitive Information Statement to the existing shareholders of the Company.

 

We are currently authorized by our Certificate of Incorporation to issue 100,000,000 shares of common stock, $0.001 par value per share and 100,000,000 shares of preferred stock, $0.001 par value per share. Pursuant to the Amendment we will increase the number of common shares we are authorized to issue to 500,000,000 shares of common stock, $0.001 par value per share. As of the date the Amendment was approved by our Board and the Majority Stockholders, there were 73,789,576 shares of our common stock issued and outstanding.

 

Reasons for the Share Increase

 

Our Board believes it is in our best interests and the best interests of our stockholders to increase the number of authorized shares of our common stock to allow for the issuance of shares of our common stock or other securities in connection with such potential issuances and such other purposes as the Board determines. The Board believes that the Share Increase will afford the Company greater flexibility in seeking capital and potential acquisition targets.

 

Other than already announced commitments to issue shares of Common Stock that have been disclosed on various Current Reports on Form 8-K, the Board has no other immediate plans, understandings, agreement or commitments to issue shares of Common Stock for any purposes.

 

Effect of the Share Increase

 

The increase in the authorized number of shares of our common stock will permit our Board to issue additional shares of our common stock without further approval of our stockholders, and our Board does not intend to seek stockholder approval prior to any issuance of the authorized capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance of additional shares of common stock may result in substantial dilution to our existing stockholders, and such issuances may not require stockholder approval.

 

We presently do not have in place provisions which may have an anti- takeover effect. The increase in the authorized number of shares of our common stock did not result from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise, and we did not take such action to increase the authorized shares of our common stock to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on our Board.

 

The issuance of additional shares of our common stock may have a dilutive effect on earnings per share and on the equity and voting power of existing security holders of our common stock. It may also adversely affect the market price of our common stock. However, if additional shares are issued in transactions whereby favorable business opportunities are provided, the market price of our common stock may increase.

 

 

The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by our stockholders.

 

The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following information table sets forth certain information regarding the Common Stock owned on July 13, 2017 by: (i) each person who is known by the Company to own beneficially more than 5% of its outstanding Common Stock; (ii) each director and officer; and (iii) all officers and directors as a group:

 

 

Title of Class			Name and Address of Beneficial Owner 1		Title of Beneficial Owner		Amount and Nature of Beneficial Owner				% of Class 2
Common			Carter Matzinger 10624 S. Eastern, Suite A-910 Henderson, NV 89052		President, Chief Executive Officer, and Chairman			24,778,761				33.58	%
Common			Clinton W. Coldren 1535 Soniat Street New Orleans, LA 70115		Director			1,779,599				2.41	%
Common			Ted D. Campbell II 10624 S. Eastern Avenue A-910 Henderson, NV 89052		Director			540,000				0.73	%
Common			Anthony P. Nuzzo Jr. 1930 Thoreau Drive, Suite 100 Schaumberg, Illinois 60173		Director			1,600,000				2.17	%
Common			BCAN Holdings, LLC 3 1930 Thoreau Drive, Suite 100 Schaumberg, Illinois 60173		Director			1,800,000				2.44	%
Common			EWP Communications, LLC 4 8124 Brother Boulevard, Ste 102 Bartlett, TN 38133		Shareholder			1,000,000				1.36	%
Common			Kevin Brian Cox 215 West Wilshire Boulevard Oklahoma City, OK 73116		Shareholder			11,000,000				14.91	%
			All Directors & Officers as a Group					30,498,360				41.33	%

 

 

Notes: (1) The person named in this table has sole voting and investment power with respect to all shares of common stock reflected as beneficially owned; (2) based on 73,789,576 shares of common stock outstanding as of July 13, 2017; (3) Anthony P. Nuzzo Jr., a director of the Company, is the managing member of BCAN Holdings, LLC, a Nevada limited liability company; and (4) EWP Communications, LLC, formed in the State of Tennessee, if partly owned and controlled by Kevin Brian Cox, an affiliate of the Company.

 

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”).

 

 

NO DISSENTER’S RIGHTS

 

The Stockholders have no right under the Nevada Revised Statutes, the Articles consistent with above or by-laws to dissent from any of the provisions adopted in the Amendments.

 

EFFECTIVE DATE

 

Pursuant to Rule 14c-2 under the Exchange Act, the above actions shall not be effective until a date at least twenty (20) days after the date on which the Definitive Information Statement has been mailed to the Stockholders. The Company anticipates that the actions contemplated hereby will be effected on or about the close of business on or after August 12, 2017.

 

MISCELLANEOUS MATTERS

 

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 July 13, 2017, as the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive 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 above actions will not become effective until at least 20 calendar days after the filing of the Definitive Information Statement.

 

This Information Statement is being mailed on or about July 23, 2017 to all Stockholders of record as of the Record Date.

 

CONCLUSION

 

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above actions. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.

 

Dated: August 16, 2017	By Order of the Board of Directors,
	/s/ Carter Matzinger
	Carter Matzinger
	President and Chairman of the Board