INFORMATION
STATEMENT
Pursuant
to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated
thereunder, the notice and this information statement (this “Information Statement”) will be sent or given on or about
January ___, 2019, to the stockholders of record, as of January 9, 2019 (the “Record Date”), of LIFELOGGER TECHNOLOGIES
CORP., a Nevada corporation (hereinafter referred to as “we,” “us,” “our,” “LIFELOGGER”
or the “Company”). This Information Statement is being circulated to advise stockholders of certain actions already
approved and taken without a meeting by written consent of a stockholder who holds a majority of the voting power of our voting
stock.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The
actions to be effective at least 20 days after the mailing of this Information Statement are as follows:
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Approve
an amendment to our amended and restated articles of incorporation (the “Restated Articles”) to decrease our authorized
capital stock from 500,000,000 shares to 30,000,000 shares, of which 25,000,000 shares will be common stock (the “Common
Stock”), 22,500,000 shares of the Common Stock will be designated Class A Common Stock (the “Class A Common Stock”),
2,500,000 shares of the Common Stock will be designated Class B Common Stock (the “Class B Common Stock”) and
5,000,000 shares will be designated preferred stock, of which, 1,000 shares have been previously designated by the Corporation’s
Board of Directors (the “Board”) as Series A Preferred Stock (the “Series A Preferred Stock”) and
96,428 have been designated by the Board as Series B Preferred Stock (the “Recapitalization”).
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Approve
an amendment to the Restated Articles to affect the re-classification of our Common Stock into two separate classes, consisting
of Class A Common Stock and Class B Common Stock (the “Share Classification”).
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Approve
an amendment to the Restated Articles to effect a reverse stock split of the outstanding shares of our Common Stock at the
ratio of 1-for-7 (the “Reverse Stock Split”).
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Approve
an amendment to the Restated Articles to classify the Board into directors elected by holders of the Class A Common Stock
and of any other class or series of voting stock (including the Class B Common Stock and the preferred stock) (the “Class
A Directors”) and directors elected by holders of the Class B Common Stock (the “Class B Directors”) (the
“Board Classification”).
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Approve
the reincorporation of the Company from the State of Nevada to the State of Delaware and changing the Company’s name
from Lifelogger Technologies Corp. to Capital Park Holdings Corp. (the “Conversion”).
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The
Recapitalization, the Share Classification, the Reverse Stock Split and the Board Classification are hereinafter referred to as
the “Amendments.”
On
January 9, 2019, the Board unanimously approved the Amendments and the Conversion. Subsequent to the Board’s approval of
the Amendments and the Conversion, the Board and a stockholder holding a majority of our voting power (the “Consenting Stockholder”)
approved the Amendments and the Conversion. The Consenting Stockholder and its approximate ownership percentage of our voting
stock as of January 9, 2019, which total in the aggregate a majority of the voting rights under our Restated Articles, were as
follows:
Name and
Affiliation of
Beneficial Holder
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Type of Stock
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Shares Beneficially Held
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No. of Votes
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Percent of
Total Votes
(1)
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Capital Park Opportunities Fund Ltd.
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Common
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335,183
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335,183
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0.6
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%
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Series A Preferred
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1,000
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50,000,000
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83.8
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%
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Total Shares/Votes
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50,335,183
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84.4
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%
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(1)
See Record Date and Voting Securities below.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the Amendments and the Conversion will not be effective until at least 20 calendar
days after the mailing of this Information Statement to our stockholders and approval of the Financial Industry Regulatory Authority
(FINRA) as discussed below. The Amendments and the Conversion will be effective after the expiration of such 20-day period and
FINRA approval.
Our
Common Stock is currently quoted on the OTCQB tier of the OTC Markets, and pursuant to Rule 10b-17 of the Securities Exchange
Act of 1934 certain of the Amendments will require FINRA’s approval in order for them to be recognized for trading purposes.
Furthermore, certain of the Amendments will result in a change in our CUSIP number. We will provide definitive information on
our FINRA approval and new CUSIP number in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission
prior to the effective date of such Amendments.
DISSENTERS’
RIGHTS
There
are no rights of appraisal or similar rights of dissenters with respect to any matter described in this Information Statement.
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this
Information Statement. As of the Record Date, our authorized securities consist of 495,000,000 shares of Common Stock with a par
value of $0.001 per share and 5,000,000 shares of preferred stock with a par value of $0.001 per share, of which 1,000 shares
have been designated as Series A Preferred Stock and 96,428 shares have been designated as Series B Preferred Stock. As of the
Record Date, there were 9,558,696 shares of Common Stock issued and outstanding, held by seven holders of record of our Common
Stock. Each share of Common Stock is entitled to one vote per share. As of the Record Date, there were 1,000 shares of Series
A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock is entitled to 50,000 votes on all matters submitted
to a vote of the Company’s stockholders. In the event that such votes do not total at least 51% of all votes, then the votes
cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Company’s
stockholders or any issue put to the stockholders for voting. As of the Record Date, there were 96,428 shares of Series B Preferred
Stock issued and outstanding. Each share of Series B Preferred Stock is entitled to one vote on all matters submitted to a vote
of the Company’s stockholders.
EXPENSES
The
costs of preparing, printing and mailing this Information Statement will be borne by the Company.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
STOCKHOLDERS’
RIGHTS
The
elimination of the need for a special meeting of the stockholders to approve the actions described in this Information Statement
is authorized by Section 78.320(2) of the Nevada Revised Statutes (“NRS”). NRS 78.320(2) provides that any action
required or permitted to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the stockholders holding at least a majority of the voting power. In order
to eliminate the costs and management time involved in holding a special meeting and in order to effect the action disclosed herein
as quickly as possible in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority
of our voting power to approve the action described in this Information Statement.
AMENDMENT
OF OUR ARTICLES TO INCREASE OUR AUTHORIZED CAPITAL STOCK FROM 500,000,000 TO 30,000,000 SHARES
On
January 9, 2019, the Board and the Consenting Stockholder approved the Amendments, which will, among other things, have the effect
of decreasing our authorized capital stock from 500,000,000 shares to 30,000,000 shares, of which 25,000,000 shares will be Common
Stock, par value $0.001 per share and leave intact the previously authorized 5,000,000 shares of preferred stock, $0.001 par value
per share, with such designations, rights and preferences as the Board may determine from time to time and the 1,000 shares of
Series A Preferred Stock and the 96,249 shares of Series B Preferred Stock previously approved by the Board.
We
currently have authorized capital stock of 500,000,000 shares, of which 495,000,000 shares are Common Stock and 5,000,000 are
preferred stock, of which 1,000 shares have been designated as Series A Preferred Stock and 96,428 shares have been designated
as Series B Preferred Stock. We had 9,558,686 shares of Common Stock, 1,000 shares of Series A Preferred Stock and 96,428 shares
of Series B Preferred Stock, respectively, issued and outstanding as of the Record Date. Upon effectiveness of the Amendments,
our authorized capital stock will consist of 30,000,000 shares, of which 25,000,000 will be Common Stock and 5,000,000 will be
preferred stock, of which 1,000 shares have been designated as Series A Preferred Stock, 96,428 shares designated as Series B
Preferred Stock and 4,902,572 remaining shares of preferred stock with such designations, rights and preferences as the Board
may determine from time to time.
Purposes
of the Decrease in Authorized Shares
Decreasing
the number of authorized shares of our Common Stock more appropriately reflects where the Company currently is in terms of its
growth, and we believe that the reduced number of authorized shares of Common Stock would not restrict our ability to take prompt
action with respect to corporate opportunities that develop and require us to act expeditiously. There will be no change in the
number of authorized preferred shares as a result of the decrease in authorized shares. The unissued shares of preferred stock
would be available for issuance from time to time as determined by the Board for any proper corporate purpose. Such purposes might
include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in
our business and operations, and issuance as part or all of the consideration required to be paid by us for acquisitions of other
businesses or assets. Notwithstanding the foregoing, we have no obligation to issue such shares and there are no plans, proposals
or arrangements currently contemplated by us that would involve the issuance of the preferred shares to acquire another company
or its assets, or for any other corporate purpose stated. In connection with our business operations, the Board believes it is
in our best interests to decrease the number of authorized shares of Common Stock and to leave intact the previously authorized
undesignated preferred stock, the Series A Preferred Stock and the Series B Preferred Stock. The additional authorized but unissued
shares of Common Stock can provide flexibility in structuring the terms of any future agreements, as well as any future financing
and recapitalization efforts.
Potential
Anti-Takeover Effects of the Decrease in Capital Stock
Any
decrease in Common Stock or preferred stock could, under certain circumstances, have the effect of delaying or preventing a change
in control of our Company to the extent it results in a greater concentration of Common Stock or preferred stock being held by
a smaller number of stockholders some of which whose interests are aligned with that of the Board. The remaining unissued shares
of Common Stock or preferred stock could be issued, or rights to purchase such shares could be issued, to render more difficult
or discourage an attempt to obtain control of our Company by means of a tender offer, proxy contest, merger or otherwise. The
ability of the Board to issue such additional shares of Common Stock and/or to designate one or more series or classes of preferred
stock for issuance could also discourage an attempt by a party to acquire control of our Company by tender offer or other means.
Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization
of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of Common
Stock or preferred stock to persons whose interests are aligned with that of the Board could make it more difficult to remove
incumbent officers and directors from office, even if such change were to be favorable to stockholders generally.
Although
decreasing the proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover
effect, the Recapitalization was not proposed in response to any effort of which we are aware to accumulate shares of Common Stock
or preferred stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar actions having
an anti-takeover effect to the board and our stockholders.
To
the extent that the decrease in the number of authorized shares may have anti-takeover effects, the Recapitalization, when effected,
may encourage persons seeking to acquire us to negotiate directly with the Board, enabling the Board to consider a proposed transaction
in a manner that best serves our stockholders’ interests.
The
Board believes that it is advisable and in the best interests of our Company to have available authorized but undesignated shares
of preferred stock in an amount adequate to provide for our future needs. The designation of one or more classes or series of
preferred stock will be available for issuance from time to time as may be deemed advisable or required for various purposes,
including the issuance of shares in connection with financing or acquisition transactions. We have no present plans or commitments
for the issuance or use of the proposed shares of preferred stock in connection with any financing.
Procedure
for Effecting the Recapitalization
The
Recapitalization will become effective at such time as a certificate of amendment to our Restated Articles is filed with the Secretary
of State of Nevada. Pursuant to Rule 14c-2 promulgated under the Exchange Act, the Amendments will not be effected until at least
20 calendar days after the mailing of this Information Statement to our stockholders. We expect to file a certificate of amendment
to our Restated Articles with the Secretary of State of Nevada effective on or about __________, 2019.
Vote
Required
Pursuant
to NRS 78.385 and 78.390, the approval of the Recapitalization required a majority of our outstanding voting capital stock. As
discussed above, the Consenting Stockholder has consented to the Recapitalization.
AMENDMENT
OF OUR ARTICLES TO RECLASSIFY OUR COMMON STOCK INTO TWO CLASSES – CLASS A COMMON AND CLASS B COMMON
General
On
January 9, 2019, the Board and the Consenting Stockholder approved the Amendments, which will, among other things, have the effect
of re-classifying our Common Stock into two separate classes –the Class A Common Stock and the Class B Common Stock. The
Class A Common Stock and the Class B Common Stock are identical in rights and benefits except (a) in connection with matters submitted
to stockholders of the Company for a vote and (b) in connection with the election of directors to the Board.
On
any matter presented to the stockholders of the Company for their action or consideration, each holder of outstanding shares of
Class B Common Stock shall be entitled to cast the number of votes equal to the product of (a) the number of whole shares of Class
A Common Stock into which the shares of Class B Common Stock held by such holder are convertible as of the record date for determining
stockholders entitled to vote on such matter, multiplied by (b) ten (10). Except as provided by law or by the other provisions
of the Restated Articles, holders of Class B Common Stock shall vote together with the holders of Class A Common Stock and preferred
stock as a single class.
The
holders of Class B Common Stock, voting exclusively and as a separate class, shall be entitled to elect two (2) Class B Directors
to the Board. Any Class B Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty
percent (80%) of the shares of Class B Common Stock, voting exclusively and as a separate class. If the holders of shares of Class
B Common Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors,
voting exclusively and as a separate class, then any directorship not so filled shall remain vacant until such time as the holders
of the Class B Common Stock elect a person to fill such directorship. The holders of Class A Common Stock and of any other class
or series of voting stock (including the Class B Common Stock and the preferred stock), exclusively and voting together as a single
class, shall be entitled to elect the balance of the total number of directors to the Board.
Purposes
of the Re-Classification of Common Stock
The
re-classification of the shares into Class A Common Stock and Class B Common Stock will enable the Company and the Board to focus
on enhancing stockholder value. The holders of the Class B Common Stock will initially be stockholders that are associated with
the Company. Such holders of the Class B Common Stock and the Board will each be focused on the Company’s operations and
growth opportunities from a long-term perspective. This should minimize the short-term focus that certain other public companies
must deal with. In addition, given the holders of the Class B Common Stock are associated with the Company, the Share Classification
will also provide continuity and stability to the Company’s other stockholders, which should be beneficial to them.
Potential
Anti-Takeover Effects of the Re-Classification of the Common Stock
Any
re-classification of our Common Stock into two distinct classes could, under certain circumstances, have the effect of delaying
or preventing a change in control of our Company to the extent it results in the frustration of a potential acquiror replacing
the entirety of the Board where the potential acquiror did not hold a sufficient number of shares of Class B Common Stock to remove
and replace the Class B Directors.
Although
re-classifying our Common Stock could, under certain circumstances, have an anti-takeover effect, the Share Classification was
not proposed in response to any effort of which we are aware to accumulate shares of Common Stock or obtain control of us, nor
is it part of a plan by management to recommend a series of similar actions having an anti-takeover effect to the board and our
stockholders.
To
the extent that the re-classification of our Common Stock may have anti-takeover effects, the Share Classification, when effected,
may encourage persons seeking to acquire us to negotiate directly with the Board, enabling the Board to consider a proposed transaction
in a manner that best serves our stockholders’ interests.
The
Board believes that it is advisable and in the best interests of our Company to consummate the Share Classification.
Procedure
for Effecting the Share Classification
The
Share Classification will become effective at such time as a certificate of amendment to our Restated Articles is filed with the
Secretary of State of Nevada. Pursuant to Rule 14c-2 promulgated under the Exchange Act, the Amendments will not be effected until
at least 20 calendar days after the mailing of this Information Statement to our stockholders. We expect to file a certificate
of amendment to our Restated Articles with the Secretary of State of Nevada effective on or about __________, 2019.
Vote
Required
Pursuant
to NRS 78.385 and 78.390, the approval of the Share Classification required a majority of our outstanding voting capital stock.
As discussed above, the Consenting Stockholder has consented to the Share Classification.
AMENDMENT
OF OUR ARTICLES TO EFFECT A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AT THE RATIO OF 1-FOR-7
General
The
Consenting Stockholder has approved a resolution granting the Board the authority to effect the Reverse Stock Split, as described
below. If the Board elects to implement the Reverse Stock Split, it will become effective through an amendment to the Restated
Articles. To the extent the Board elects to implement the Reverse Stock Split, it currently intends to implement it prior to implementing
the other Amendments or the Conversion.
The
Reverse Stock Split permits (but does not require) the Board to effect the Reverse Stock Split at a ratio (the “Reverse
Stock Split Ratio”) of 1:7. The Board reserves its right not to effect the Reverse Stock Split if it determines, in its
sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.
Reasons
for the Reverse Stock Split
The
purpose of the proposed Reverse Stock Split is to decrease the number of outstanding shares of Common Stock in order to increase
the market value of each share of Common Stock. Immediately following the Reverse Stock Split the per-share price of the Common
Stock should generally increase proportionately with the Reverse Stock Split Ratio. For example, immediately following the Reverse
Stock Split, you would expect the price of our shares of Common Stock to quintuple if the Company did a five-to-one consolidation
of our shares of Common Stock. In the longer term, however, depending upon market and industry conditions and the status of our
Company, the Reverse Stock Split may have no effect, a positive effect or a negative effect on the value of the consolidated Common
Stock.
We
believe it is necessary to seek to increase the market price of the Common Stock by means of the Reverse Stock Split for the following
purposes:
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Give
the Board Flexibility in Structuring Investments and Potential Change of Control Transactions
. The Company’s business
is experiencing a lack of revenue, and the Company is in immediate need of additional capital. To address its situation, the
Company is considering various alternative plans. At least one alternative involves diversifying the Company’s business
by acquiring an additional business or lines of business from other companies using its stock as consideration. The acquisition
of any such business may require the issuance of a significant number of shares of capital stock (including a number well
in excess of a majority if the acquired business is more valuable than the business of the Company). In addition, the target
may request a consolidation of the Common Stock to ensure that desired ownership percentages by the other party to the transaction
can be achieved without leaving the capitalization of the Company too large relative to the size of its business. In addition,
in order to obtain financing, the Company may be required to consolidate its Common Stock in order to increase the market
price since many investors will not invest in a stock with a trading price below a certain level.
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Reduced
Risk of the OTCQB Marketplace Delisting
. By potentially increasing the market price of the Common Stock, the Reverse Stock
Split would reduce the risk that shares of our Common Stock could be delisted from the OTCQB Marketplace. The continued listing
rules of the OTCQB Marketplace require, among other things, that issuers maintain a minimum closing bid price of at least
$0.01 per share. By potentially increasing the market price of the Common Stock, the Company will help maintain a minimum
closing bid price above $0.01 per share.
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Increased
Analyst, Adviser and Broker Interest
. The Reverse Stock Split could increase analyst, broker and investor interest in
our Common Stock as many of their policies can discourage them from following or recommending companies with low stock prices.
Because of the trading volatility often associated with low-priced stocks, many investment banks, investment advisers, brokerages
and investors houses have adopted internal policies and practices that either prohibit or discourage them from following low-priced
stocks or recommending low-priced stocks to their customers. There is no assurance that the Reverse Stock Split would cause
any such increase in financial industry interest.
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Reducing
the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase
the market price of our Common Stock. However, other factors, such as our financial results, market conditions and the market
perception of our business may adversely affect the market price of our Common Stock. As a result, there can be no assurance that
the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our Common
Stock will increase (proportionately to the reduction in the number of shares of our Common Stock after the Reverse Stock Split
or otherwise) following the Reverse Stock Split or that the market price of our Common Stock will not decrease in the future.
Additionally, we cannot assure you that the market price per share of our Common Stock after a Reverse Stock Split will increase
in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split. Accordingly,
the total market capitalization of our Common Stock after the Reverse Stock Split could be lower or higher than the total market
capitalization before the Reverse Stock Split.
Effects
of Reverse Stock Split
Of
the 495,000,000 shares of pre-Reverse Stock Split Common Stock which are presently authorized, 9,558,686 shares are issued and
outstanding as of January 9, 2019. The Reverse Stock Split does not itself change number of our authorized shares of Common Stock.
The practical effect of the Reverse Stock Split will be to provide us with 23,634,473 additional authorized but unissued shares
of our post-Reverse Stock Split Common Stock which, along with our proposed decrease in authorized Common Stock from 495,000,000
shares to 25,000,000 shares will decrease the total number of authorized but unissued shares of Common Stock available for future
issuance to 23,634,473.
The
following table presents information about our issued and outstanding Common Stock, shares reserved and shares available for future
issuance, on a pre-Reverse Stock Split and post-Reverse Stock Split basis:
Description
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Number of Shares
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Pre-Reverse
Split
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Post-Reverse
Split
(1)
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Total Authorized Shares of our Common Stock
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495,000,000
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25,000,000
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Less:
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Issued and Outstanding Shares
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9,558,686
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1,365,527
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Shares Available for Future Issuance
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485,441,314
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23,634,473
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(1)
Amounts estimated, subject to rounding. The Post-Reverse Split assumes the Recapitalization is completed immediately after the
Reverse Stock Split.
The
Board and management believe that it is prudent and advisable for us to retain a sufficient number of authorized shares now to
better position ourselves with added flexibility to raise additional capital through a variety of possible financing transactions
and/or consummate mergers, acquisitions, combinations and various other strategic alternatives, and in order to avoid delays that
might otherwise arise if we were required to solicit stockholder approval for additional shares at the time of a proposed transaction.
Our
authorized but unissued Common Stock may be issued at the direction of the Board at such times, in such amounts and upon such
terms as the Board may determine, without further approval of our stockholders unless, in any instance, such approval is expressly
required by law.
The
Common Stock that will be available for issuance following the Reverse Stock Split and the Recapitalization could have material
anti-takeover consequences, including the ability of the Board to issue additional Common Stock without additional stockholder
approval because unissued Common Stock could be issued by the Board in circumstances that may have the effect of delaying, deterring
or preventing takeover bids. For example, without further stockholder approval, the Board could strategically sell Common Stock
in a private transaction to purchasers who would oppose a takeover. In addition, because stockholders do not have preemptive rights
under our Restated Articles, the rights of existing stockholders may (depending on the particular circumstances in which the additional
Common Stock are issued) be diluted by any such issuance and increase the potential cost to acquire control of our Company. The
Company’s stockholders should be aware that approval of the Amendments could facilitate our efforts to deter or prevent
changes of control in the future.
Other
than as set forth herein, there are currently no plans, agreements, arrangements, or understanding, for the issuance of additional
shares of Common Stock. The Board does not intend to issue any additional Common Stock except on terms that it deems to be in
the best interest of our Company and our stockholders. It is not anticipated that our financial condition, the percentage ownership
of management, the number of stockholders, or any aspect of our business will materially change as a result of the Reverse Stock
Split.
At
the Effective Time (as defined below), each lot of 7 pre-Reverse Stock Split shares of our Common Stock (the “Old Shares”),
as determined by the Board, issued and outstanding immediately prior to the Effective Time will, automatically and without any
further action on the part of our stockholders, be combined into and become one (1) post-Reverse Stock Split share of our Common
Stock (a “New Share”), subject to the treatment for fractional shares described below, and each certificate which,
immediately prior to the Effective Time, represented Old Shares will be deemed, for all corporate purposes, to evidence ownership
of New Shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED
TO DO SO.
The
Reverse Stock Split will be effected simultaneously for all of our then-existing Old Shares and the exchange ratio will be the
same for all of our shares of outstanding our Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly
and will not affect any stockholder’s percentage ownership interests in us, subject to the treatment for fractional shares
described below. See “Fractional Shares” below. The New Shares issued pursuant to the Reverse Stock Split will be
fully paid and non-assessable. Except as contemplated by the Share Classification, all New Shares will have the same voting rights
and other rights as Old Shares. Pursuant to our Restated Articles, stockholders of the Company do not have preemptive rights to
acquire additional shares of our Common Stock. The following table provides the effects of the Reverse Stock Split based on 9,558,686
shares of our Common Stock outstanding as of January 9, 2019.
Reverse Stock Split
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Percentage Reduction in the Outstanding Shares of our Common Stock
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Our Common Stock Outstanding after the Reverse Stock Split
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Our Common Stock Available for Issuance after the Reverse Stock Split
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1-for-7
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85.7
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%
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1,365,527
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493,634,473
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(1)
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(1)
Amount does not give effect to the decrease from 495,000,000 to 25,000,000 in authorized shares of Common Stock. The number of
shares of Common Stock available for issuance after the Reverse Stock Split and the Recapitalization will be 23,634,473 shares.
A
new CUSIP number will also be assigned to our Common Stock following the Reverse Stock Split.
Commencing
at the Effective Time, to the extent there are any, all outstanding options, warrants and other convertible securities entitling
holders thereof to purchase shares of our Common Stock would entitle such holders to receive, upon exercise of their securities,
1/7
th
of the number of shares of our Common Stock which such holders may purchase upon exercise or conversion of their
securities. In addition, commencing at the Effective Time, the exercise or conversion price of all outstanding options, warrants
and our other convertible securities will be increased 7 times, based on the exchange ratio of the Reverse Stock Split.
Par
Value Per Share of our Common Stock
As
a consequence of the Reverse Stock Split, the par value per share of our Common Stock will remain at $0.001 per share.
Fractional
Shares
No
scrip or fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled
to receive a fractional share of our Common Stock. In lieu of issuing fractional shares, the Company will round up to one whole
share of our Common Stock in the event a stockholder would be entitled to receive a fractional share of our Common Stock.
Effect
on Voting Rights of, and Dividends on, our Common Stock
Proportionate
voting rights and other rights of the holders of our Common Stock will not be affected by the Reverse Stock Split. The percentage
of outstanding shares owned by each stockholder prior to the Reverse Stock Split will remain the same, except for adjustment as
a consequence of rounding up of any fractional shares created by the Reverse Stock Split. See “Fractional Shares”
above.
We
do not believe that the Reverse Stock Split will have any effect with respect to future distributions, if any, to our stockholders,
other than in respect of the additional shares issued to all of our stockholders in the Reverse Stock Split as a consequence of
rounding up of any fractional shares created by the Reverse Stock Split.
Effect
on Liquidity
The
decrease in the number of shares of our Common Stock outstanding as a consequence of the Reverse Stock Split may decrease the
liquidity in our Common Stock if the anticipated beneficial effects do not occur. See “Reasons for the Reverse Stock Split”
above.
Certain
U.S. Federal Income Tax Consequences
The
following summary of certain material federal income tax consequences of the Reverse Stock Split does not purport to be a complete
discussion of all of the possible federal income tax consequences and is included for general information only, is not intended
as tax advice to any person and is not a comprehensive description of the tax consequences that may be relevant to each stockholder’s
own particular circumstances. Further, it does not address any state, local, foreign or other income tax consequences, nor does
it address the tax consequences to stockholders that are subject to special tax rules, such as stockholders who are subject to
the alternative minimum tax, banks, insurance companies, regulated investment companies, personal holding companies, stockholders
who are not “United States persons” as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended
(the “Code”), broker-dealers and tax-exempt entities. This summary is based on the Code, the U.S. Treasury Department
regulations thereunder and proposed regulations, court decisions and current administrative rulings and pronouncements of the
Internal Revenue Service, all of which are subject to change, possibly with retroactive effect. This summary addresses only those
stockholders who hold their Old Shares as “capital assets” as defined in the Code (generally, property held for investment),
and will hold the New Shares as capital assets.
Holders
of our Common Stock are advised to consult their own tax advisers regarding the federal income tax consequences of the Reverse
Stock Split in light of their personal circumstances and the consequences under state, local and foreign tax laws, and also as
to any estate or gift tax considerations.
We
are structuring the Reverse Stock Split in an effort to obtain the following consequences:
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the
Reverse Stock Split will qualify as a recapitalization under section 368(a)(1)(E) of the Code for U.S. federal income tax
purposes;
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stockholders
should not recognize any gain or loss as a result of the Reverse Stock Split;
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the
aggregate basis of a stockholder’s Old Shares will become the aggregate basis of the New Shares held by such stockholder
immediately after the Reverse Stock Split; and
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the
holding period of the New Shares will include the stockholder’s holding period for the Old Shares.
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The
above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. federal
tax penalties. It was written solely in connection with the proposed Reverse Stock Split of our Common Stock.
Regulatory
Effects
. The Common Stock is currently registered under Section 12(g) of the Exchange Act, and the Company is subject to the
periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split would not affect the registration
of the Common Stock under the Exchange Act or the Company’s obligation to publicly file financial and other information
with the Securities and Exchange Commission. If the proposed Reverse Stock Split were implemented, the Common Stock would continue
to trade on the OTCQB Marketplace under the symbol “LOGG,” assuming the Company maintains compliance with its listing
requirements; however, the Company would be required to obtain a new CUSIP number associated with post-Reverse Stock Split shares
of Common Stock. Following the Conversion, the Company may elect to take the actions necessary to change its trading symbol.
No
Going Private Transaction
. Notwithstanding the decrease in the number of outstanding shares of Common Stock following the
proposed Reverse Stock Split, the Board does not intend for this transaction to be the first step in a series of plans or proposals
of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
The
Proposed Reverse Stock Split May Decrease the Liquidity of the Common Stock
. The liquidity of the Common Stock may be harmed
by the proposed Reverse Stock Split given the reduced number of shares of Common Stock that would be outstanding after the Reverse
Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split.
Possible
Anti-Takeover Effects of the Actions
As
described in more detail above, the Reverse Stock Split will result in an effective increase in the number of authorized but unissued
shares of our Common Stock. Under certain circumstances this could have an anti-takeover effect, although this is not the intent
of the Board. For example, it may be possible for the Board to delay or impede a takeover or transfer of control of the Company
by causing such authorized but unissued shares to be issued to holders who might side with the Board in opposing a takeover bid
that the Board determines is not in the best interests of the Company and our stockholders. The effective increase in the number
of authorized but unissued shares of our Common Stock therefore may have the effect of discouraging unsolicited takeover attempts.
By potentially discouraging the initiation of any such unsolicited takeover attempt, the effective increase in the number of authorized
but unissued shares of our Common Stock may limit the opportunity for the Company’s stockholders to dispose of their shares
at a higher price than may be available in a takeover attempt or under a merger proposal. Furthermore, the effective decrease
in the number of authorized but unissued shares of our Common Stock may have the effect of permitting the Company’s current
management, including the current board of directors, to retain its position and place it in a better position to resist changes
that stockholders may desire to make if they are dissatisfied with the conduct of the Company’s business. However, the Board
did not approve the Reverse Stock Split with the intent that the Reverse Stock Split be used as a type of anti-takeover device.
In
addition to the potential anti-takeover effects of an effective increase in the number of authorized but unissued shares of our
Common Stock, certain provisions of the Restated Articles also could be used by management of the Company to prevent, delay or
defer a transaction that might provide an above-market premium that is favored by a majority of the independent stockholders without
further vote or action by the stockholders.
As
described in more detail above, the Restated Articles provide that the preferred stock authorized by the Restated Articles may
be issued from time to time in one or more series and authorizes the Board to fix or alter powers, preferences and rights, and
the qualifications, limitations and restrictions granted to or imposed on each additional series of preferred stock, and the number
of shares constituting any such series and the designation thereof, or any of them. The issuance of preferred stock with either
specified voting rights or rights providing for the approval of extraordinary corporate action could be used to create voting
impediments or to frustrate persons seeking to effect a merger or to otherwise gain control of the Company by diluting their stock
ownership. In addition, the ability of the Board to distribute shares of any class or series (within limits imposed by applicable
law) as a dividend in respect of issued shares of preferred stock also could be used to dilute the stock ownership or voting rights
of a person seeking to obtain control of the Company and effectively delay or prevent a change in control without further action
by the stockholders.
While
the aforementioned provision of the Restated Articles may be deemed to have possible anti-takeover effects, their approval and
adoption was not prompted by any specific takeover threat currently perceived by management, and neither our management nor the
Board views any provision of the Restated Articles as an anti-takeover mechanism. Except for the potential effects of the aforementioned
provision, there are no anti-takeover provision in the Restated Articles, the Bylaws or other governing documents of the Company,
and the Board currently has no plan to adopt any proposal or to enter into any other arrangement that may have material anti-takeover
consequences.
Vote
Required
Pursuant
to NRS 78.207, 78.385 and 78.390, the approval of the Reverse Stock Split required a majority of our outstanding voting capital
stock. As discussed above, the Consenting Stockholder has consented to the Reverse Stock Split.
Our
Common Stock is currently quoted on the OTCQB Tier of the OTC Markets Group, and the Reverse Stock Split will require approval
by FINRA pursuant to Rule 10b-17 of the Securities Exchange Act of 1934 in order for it to be recognized for trading purposes.
We expect to receive FINRA’s approval prior to the effective date of the Reverse Stock Split.
AMENDMENT
OF OUR ARTICLES TO RECLASSIFY THE BOARD OF DIRECTORS INTO TWO CLASSES – CLASS A DIRECTORS AND CLASS B DIRECTORS
General
On
January 9, 2019, the Board and the Consenting Stockholder approved the Amendments, which will, among other things, have the effect
of re-classifying the Board into two classes, consisting of the Class A Directors elected by holders of our Class A Common Stock
and of any other class or series of voting stock (including the Class B Common Stock and the preferred stock) and the Class B
Directors elected by holders of our Class B Common Stock. The Class A Common Stock and the Class B Common Stock are identical
in rights and benefits except (a) in connection with matters submitted to stockholders of the Company for a vote and (b) in connection
with the election of directors to the Board. The holders of Class B Common Stock, exclusively and as a separate class, shall be
entitled to elect two (2) Class B Directors. Any Class B Director may be removed without cause by, and only by, the affirmative
vote of the holders of eighty percent (80%) of the shares of Class B Common Stock, exclusively and as a separate class. If the
holders of shares of Class B Common Stock fail to elect a sufficient number of directors to fill all directorships for which they
are entitled to elect directors, voting exclusively and as a separate class, then any directorship not so filled shall remain
vacant until such time as the holders of the Class B Common Stock elect a person to fill such directorship. The holders of Class
A Common Stock and of any other class or series of voting stock (including the Class B Common Stock and the preferred stock),
exclusively and voting together as a single class, shall be entitled to elect the balance of the Board, which shall consist of
Class A Directors. The Class B Directors shall have certain approval rights for as long as the Class B Common Stock is outstanding.
At
any time when shares of Class B Common Stock are outstanding, the Company shall not, either directly or indirectly by amendment,
merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Restated
Articles) approval of the Board, which approval must include the affirmative vote of all of the Class B Directors:
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Amend,
alter or otherwise change the rights, preferences or privileges of the Class B Common Stock, or amend, alter or repeal any
provision of the Restated Articles, as amended, or Bylaws, as amended, in a manner that adversely affects the powers, preferences
or rights of the Class B Common Stock;
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Dissolve
or wind-up the business and affairs of the Company, effect any merger or consolidation or any other deemed liquidation event,
or consent to any of the foregoing;
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Create,
or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock,
or increase the authorized number of shares of or issue additional shares of Class B Common Stock or increase the authorized
number of shares of any additional class or series of capital stock;
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Increase
or decrease the authorized number of directors constituting the Board;
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Hire,
terminate, change the compensation of, or amend the employment agreements of, the executive officers of the Company or any
subsidiary of the Company, including approving any incentive compensation, option grants or stock awards to executive officers;
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Purchase
or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any
shares of capital stock of the Company;
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Create,
or authorize the creation of, or issue, or authorize the issuance of any debt security, or permit any subsidiary to take any
such action with respect to any debt security, if the aggregate indebtedness of the Company and its subsidiaries for borrowed
money following such action would exceed $100,000, or guarantee, directly or indirectly, or permit any subsidiary to guarantee,
directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary
course of business;
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Make,
or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director
of the Company or any subsidiary, or to any subsidiary or other corporation, partnership, or other entity unless it is wholly
owned by the Company;
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Create,
or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries)
by the Company, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company,
or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single
transaction or series of related transactions) of all or substantially all of the assets of such subsidiary;
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Change
the principal business of the Company, enter new lines of business, or exit the current line of business;
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Enter
into any agreement, contract, arrangement or corporate strategic relationship involving the payment, contribution, or assignment
by the Company or to the Company of money or assets greater than $100,000;
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Enter
into or be a party to any transaction outside of the ordinary course of business with any director, officer, or employee of
the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934,
as amended) of any such person or entity; or
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Acquire,
by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership
or other entity.
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Purposes
of the Re-Classification of the Board
The
Board Classification will offer several advantages to the Company and its stockholders. It will promote Board continuity and stability,
particularly since the holders of the Class B Common Stock will elect the Class B Directors. It will encourage the Board to take
a long-term perspective with respect to the Company’s operations and future growth. In addition, it will reduce the Company’s
vulnerability to coercive takeover tactics since the Class B Directors will be elected by the holders of the Class B Common Stock.
Potential
Anti-Takeover Effects of the Classification of the Board
Any
re-classification of the Board into two distinct classes could, under certain circumstances, have the effect of delaying or preventing
a change in control of our Company to the extent it results in the frustration of a potential acquiror in any attempt to replace
the entirety of the Board where the potential acquiror did not hold a sufficient number of shares of Class B Common Stock to remove
and replace the Class B Directors.
Although
re-classifying the Board could, under certain circumstances, have an anti-takeover effect, the Board Classification was not proposed
in response to any effort of which we are aware to accumulate shares of Common Stock or obtain control of us, nor is it part of
a plan by management to recommend a series of similar actions having an anti-takeover effect to the board and our stockholders.
To
the extent that the classification of the Board may have anti-takeover effects, the Board Classification, when effected, may encourage
persons seeking to acquire us to negotiate directly with the Board, enabling the Board to consider a proposed transaction in a
manner that best serves our stockholders’ interests.
The
Board believes that it is advisable and in the best interests of our Company to complete the Board Classification.
Procedure
for Effecting the Board Classification
The
Board Classification will become effective at such time as a certificate of amendment to our Restated Articles is filed with the
Secretary of State of Nevada. Pursuant to Rule 14c-2 promulgated under the Exchange Act, the Amendments will not be effected until
at least 20 calendar days after the mailing of this Information Statement to our stockholders. We expect to file a certificate
of amendment to our Restated Articles with the Secretary of State of Nevada effective on or about [________], 2019.
Vote
Required
Pursuant
to NRS 78.385 and 78.390, the approval of the Board Classification required a majority of our outstanding voting capital stock.
As discussed above, the Consenting Stockholder has consented to the Board Classification.
REINCORPORATION
OF THE COMPANY FROM NEVADA TO DELAWARE AND CHANGING THE COMPANY’S NAME
General
On
January 9, 2019, the Board and the Consenting Stockholder approved the Conversion. The Conversion will result in the reincorporation
of the Company from the State of Nevada to the State of Delaware and changing the Company’s name from Lifelogger Technologies
Corp. to Capital Park Holdings Corp.
Purposes
of the Conversion
The
primary reason that the Board has approved the Conversion is because the corporate laws of the State of Delaware are more comprehensive,
widely-used and extensively interpreted than the corporate laws of other states, including Nevada. As a result of the flexibility
and responsiveness of the Delaware corporate laws to the legal and business needs of corporations, many major corporations have
incorporated in Delaware or have changed their corporate domiciles to Delaware in a manner similar to the Conversion. The Delaware
judiciary has become particularly familiar with corporate law matters and a substantial body of court decisions has developed
construing the laws of Delaware, thus providing greater clarity and predictability with respect to our corporate legal and governance
affairs. Any benefits provided to the Company by Delaware law directly benefit the Company’s stockholders. In approving
the Conversion, the Board and the Consenting Stockholder considered, among others, the following benefits of Delaware law to the
Company and its stockholders:
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the
Company would be governed by the Delaware General Corporation Law (the “DGCL”), which is generally acknowledged
to be the most advanced and flexible corporate statute in the country;
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the
responsiveness and efficiency of the Division of Corporations of the Secretary of State of the State of Delaware;
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the
Delaware General Assembly, which each year considers and adopts statutory amendments proposed by the Corporation Law Section
of the Delaware State Bar Association in an effort to ensure that the corporate statute continues to be responsive to the
changing needs of businesses;
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the
Delaware Court of Chancery, which has exclusive jurisdiction over matters relating to the DGCL and in which cases are heard
by judges, without juries, who have many years of experience with corporate issues, which can lead to quick and effective
resolution of corporate litigation; and the Delaware Supreme Court, which is highly regarded; and
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the
well-established body of case law construing Delaware law, which has developed over the last century and which provides businesses
with a greater degree of predictability than most, if not all, other jurisdictions.
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Delaware
is a nationally recognized leader in adopting and implementing comprehensive modern and flexible corporate laws. The DGCL is frequently
revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than
other state corporate laws, including the NRS.
In
addition, Delaware courts (such as the Court of Chancery and the Delaware Supreme Court) are highly regarded for their considerable
expertise in dealing with corporate legal issues and for producing a substantial body of case law construing the DGCL, with multiple
cases concerning areas that Nevada courts have not considered. Because the judicial system is based largely on legal precedents,
the abundance of Delaware case law should serve to enhance the relative clarity and predictability of many areas of corporate
law, which in turn may offer added advantages to us by allowing the Board and management to make corporate decisions and take
corporate actions with greater assurance as to the validity and consequences of those decisions and actions.
The
Conversion may also make it easier to attract future candidates willing to serve on the Board because many such candidates are
already familiar with the DGCL, including provisions relating to director indemnification, from their past business experience.
In
addition, underwriters and other members of the financial services industry may be more willing and better able to assist in capital-raising
programs for corporations having the greater flexibility afforded by the DGCL. Certain international investment funds, sophisticated
investors and brokerage firms may be more comfortable and more willing to invest in a Delaware corporation than in a corporation
incorporated in another U.S. jurisdiction whose corporate laws may be less understood and perceived to be outdated and unresponsive
to stockholder rights.
The
Board and the Consenting Stockholder did not approve the Conversion to prevent a change in control of the Company and are not
aware of any present attempt by any person to acquire control of the Company or to obtain representation on the Board.
Effects
of the Conversion
By
virtue of the Conversion, all of the rights, privileges and powers of the Company, all property owned by the Company, all debts
due to the Company and all other causes of action belonging to the Company immediately prior to the Conversion will remain vested
in the Company following the Conversion. In addition, by virtue of the Conversion, all debts, liabilities and duties of the Company
immediately prior to the Conversion will remain attached to the Company following the Conversion. The Company will remain as the
same entity following the Conversion, and the Conversion will not effect any change in our business, management or operations
or the location of our principal executive offices.
Upon
effectiveness of the Conversion, all of our issued and outstanding shares of capital stock will be automatically converted into
issued and outstanding shares of capital stock of the Company incorporated in Delaware, without any action on the part of our
stockholders. The Conversion will have no effect on the trading of our shares of capital stock. The Company will continue to file
periodic reports and other documents as and to the extent required by the rules and regulations of the SEC. Shares of our capital
stock that are freely tradeable prior to the Conversion will continue to be freely tradeable, and shares of the Company’s
common stock that are subject to restrictions prior to the Conversion will continue to be subject to the same restrictions as
shares of the Company incorporated in Delaware. The Conversion will not change the respective positions of the Company or our
stockholders under federal securities laws.
Upon
effectiveness of the Conversion, our directors and officers will become all of the directors and officers of the Company incorporated
in Delaware. We believe that the Conversion will not affect any of our material contracts with any third parties, and that our
rights and obligations under such material contractual arrangements will continue as rights and obligations of the Company incorporated
in Delaware.
The
Company stockholders will not be required to exchange their stock certificates for new stock certificates. Our stockholders should
not destroy any stock certificate(s) and should not submit any certificate(s) to us or our transfer agent unless and until requested
to do so.
Procedure
for Effecting the Share Classification
To
accomplish the Conversion, the Board has adopted a plan of conversion (the “Plan of Conversion”). The Plan of Conversion
provides that we will convert into a Delaware corporation and will thereafter be subject to all of the provisions of the DGCL.
The
Board will cause the Conversion to be effected as soon as practicable thereafter by filing with the Secretary of State of the
State of Nevada articles of conversion (the “Nevada Articles of Conversion”) and will file with the Secretary of State
of the State of Delaware (a) a certificate of conversion (the “Delaware Certificate of Conversion”) and (b) a certificate
of incorporation, which will govern the Company as a Delaware corporation (the “Delaware Certificate of Incorporation”).
In addition, the Board will adopt Bylaws for the Company.
Notwithstanding
the foregoing, the Conversion may be delayed by the Board or the Plan of Conversion may be terminated and abandoned by action
of the Board at any time prior to the effective time of the Conversion, whether before or after approval by our stockholders,
if the Board determines for any reason that such delay or termination would be in the best interests of the Company and our stockholders.
The Conversion would become effective upon the filing (and acceptance thereof by the Secretary of State of the State of Nevada
and the Secretary of State of the State of Delaware, as applicable) of the Nevada Articles of Conversion, the Delaware Certificate
of Conversion and the Delaware Certificate of Incorporation.
Vote
Required
Pursuant
to NRS 78.385 and 78.390, the approval of the Conversion required a majority of our outstanding voting capital stock. As discussed
above, the Consenting Stockholder has consented to the Conversion.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTER TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
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Any
director or officer of our Company,
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Any
proposed nominee for election as a director of our Company, and
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Any
associate or affiliate of any of the foregoing persons.
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The
stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.” No director has advised us that he intends to oppose the Amendments and the Conversion.