Amended Statement of Ownership: Private Transaction (sc 13e3/a)
March 20 2019 - 11:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13E-3
RULE
13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)
MR.
AMAZING LOANS CORPORATION
(Name
of the Issuer)
Mr.
Amazing Loans Corporation
(Name
of Persons Filing Statement)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
62482P101
(CUSIP
Number of Class of Securities)
Paul
Mathieson
President
and Chief Executive Officer
c/o
Mr. Amazing Loans Corporation
3960
Howard Hughes Parkway, Suite 490
Las
Vegas, NV 89169
(702)
227-5626
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
This
statement is filed in connection with (check the appropriate box):
[ ]
|
The
filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
|
[ ]
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The
filing of a registration statement under the Securities Act of 1933.
|
[ ]
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A
tender offer.
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[X]
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None
of the above.
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
[ ]
Check
the following box if the filing is a final amendment reporting the results of the transaction: [ ]
Calculation
of Filing Fee
Transaction
Value*
|
|
Amount
of Filing Fee**
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N/A
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N/A
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INTRODUCTION
This
Amendment No. 1 (“Amendment No. 1”) to the Rule 13E-3 Transaction Statement filed by Mr. Amazing Loans Corporation,
a Florida corporation (the “Company”), on November 16, 2018 (the “Schedule”) relates to the Company’s
determination to not proceed with its proposed “going private transaction,” and constitutes the withdrawal of the
Schedule. Whereas, in the Schedule, the Company had described its intention to amend its articles of incorporation to provide
for a 5,001-for-1 reverse stock split of its outstanding common stock, par value $0.001 per share (the “Common Stock”),
to be followed by a 1-for-5,001 forward stock split and a subsequent cash-out of its Common Stock (the “Transaction”),
the Company has decided that (i) it will not file the requisite Certificate of Amendment with the Secretary of State of Florida,
(ii) any and all corporate actions that were to be taken in connection with the Transaction are hereby cancelled in their entirety,
and (iii) it will remain a public company.
In
the Schedule, the Company stated that it its sole director and officer, Paul Mathieson, who is also the sole director, officer
and majority stockholder of Investment Evolution Coin Ltd., which in turn is the majority voting stockholder of the Company, believed
that the costs associated with being a U.S. public reporting company were not justified by the benefits. After careful consideration,
Mr. Mathieson, acting on behalf of the Company, now believes that the Company’s business strategy and future opportunities
will best be realized by remaining a public company. Accordingly, the Company is filing this Amendment No. 1 to disclose that
the information contained in the Schedule is no longer operative and that the Company, as of the date hereof and for at least
the foreseeable future, will take no additional steps toward completing the Transaction, which includes not filing a Definitive
Information Statement on Schedule 14C to follow the Preliminary Information Statement on Schedule 14C previously filed on November
16, 2018.
Accordingly,
by the filing of this Amendment No. 1, the Company hereby withdraws the previously filed Schedule.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
March 20, 2019
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MR. AMAZING LOANS CORPORATION
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By:
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/s/
Paul Mathieson
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Name:
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Paul
Mathieson
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Title:
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President,
Chief Executive Officer and Chief Financial Officer
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