UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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:
x Preliminary
Information Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2))
¨ Definitive
Information Statement
GH Capital, Inc.
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate
box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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.
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No:
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GH Capital, Inc.
200 South Biscayne Blvd.
Suite 2790
Miami, FL 33131
NOTICE OF STOCKHOLDER ACTION BY
WRITTEN CONSENT TO ALL SHAREHOLDERS OF
GH CAPITAL, INC.
To the Shareholders:
The purpose of this Information Statement is
to inform the holders of record, as of the close of business on October 29, 2019 (the “Record Date”), of shares of
all series of stock with voting power of GH Capital, Inc., a Florida corporation (the “Company,” or the “Corporation”),
that our Board of Directors (the “Board”) and majority shareholders of approximately 100.00% of our Series A preferred
stock, representing approximately 65.00% of total voting rights, as of the Record Date have giving written consent as of October
28, 2019, to approve the following:
(a)
To change name of the Company from GH Capital, Inc. to Vitana-X, Inc.
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(b)
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To authorize the Board the option to effectuate a Reverse Stock Split
of our issued and outstanding shares of Common Stock of the Company (the “Reverse Stock Split Option”), at the sole
discretion of the Board within 12 months of this Information Statement, without the issuance of another Information Statement,
within the range of 10:1 through 1,000:1.
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On October 29, 2019, our Board of Directors
and two shareholders who hold a majority of our outstanding voting rights representing approximately 65.00% of total voting rights,
executed written consents in favor of the actions described above that is described in greater detail in the Information Statement
accompanying this notice. This consent will satisfy the stockholder approval requirement for the proposed action. The foregoing
actions will not become effective before a date, which is twenty (20) calendar days after this Information Statement is first provided
to Stockholders. The entire cost of furnishing this Information Statement will be borne by the Company.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A
MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION
STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO
SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
Because the written consent of the holders
of a majority of our Preferred Stock satisfies any applicable stockholder voting requirement of the Florida Code and our Articles
of Incorporation and by-laws, we are not asking for a proxy and you are not requested to send one.
This Proxy Statement is dated October 28, 2019
and is being first mailed to shareholders on October 29, 2019.
HOW TO OBTAIN ADDITIONAL INFORMATION:
This Information Statement incorporates important
business and financial information about the Company that is not included in or delivered with this Information Statement. Upon
written or oral request, this information can be provided. For an oral request, please contact the company’s legal counsel,
Eilers Law Group P.A., William Robinson Eilers, Esq., at (786) 273-9152. For a written request, mail request to 149 S. Lexington
Ave., Asheville, North Carolina, 28801.
On behalf of the Board of Directors of GH CAPITAL,
INC. ,
Dated: October 30, 2019
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By: /s/ William Bollander
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William Bollander
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Chief Executive Officer
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THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GH CAPITAL, INC.
200 Biscayne Blvd.
Suite 2790
Miami, FL 33131
INFORMATION STATEMENT
October ___, 2019
GENERAL INFORMATION
This Information Statement has been filed with
the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value $.0001
per share (the “Common Stock”), of GH Capital, Inc., a Florida Corporation (the “Company” or the “Corporation”),
to notify such Stockholders that on or about October 29, 2019, the Company received written consents in lieu of a meeting of stockholders
from 2 holders representing 100% of the Series A Preferred Stock of the Company equaling approximately 65.00% of the total voting
rights of the Company (the “Majority Stockholders”) to approve the following corporate
actions (the “Corporate Actions”):
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1.
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To change the name of the Company from GH
Capital, Inc., to “Vitana-X, Inc.;” and
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2.
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The Reverse Stock Split Option.
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Accordingly, your consent is not required and
is not being solicited in connection with the approval of the matters set forth herein.
We are not aware of any substantial interest,
direct or indirect, by security holders or otherwise, that is in opposition to matters of action taken. In addition, pursuant to
the laws of the State of Florida, the actions taken by majority written consent in lieu of a special shareholder meeting do not
create appraisal or dissenters’ rights.
Our board of directors determined to pursue
shareholder action by majority written consent presented by our shares of Series A Preferred
stock in an effort to reduce the costs and management time required to hold a special meeting of shareholders and to implement
the above action to our shareholders in a timely manner.
The above actions will become effective 20
days following the mailing to the Stockholders of the Definitive Information Statement, or as soon thereafter as is practicable.
WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO
SEND A PROXY.
OUTSTANDING VOTING SECURITIES OF THE COMPANY
As of the date of the consent by the Majority
Stockholder, on October 29, 2019, the Company had 401,482,400 shares of Common Stock issued and outstanding, 1,000,000 shares of
Series A Preferred Stock issued and outstanding with voting rights equal to 65% of all voting rights available at the time of any
vote, and 1,000,000 shares of Series B Preferred Stock issued and outstanding with no voting rights.
On October 29, 2019, the holders of 1,000,000
shares of Series A Preferred Stock (or approximately 100.00% of the shares of Series A Preferred Stock then issued and outstanding)
executed and delivered to the Company a written consent approving the actions. As the actions were approved by the Majority Stockholder,
no proxies are being solicited with this Information Statement.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to the Company’s Bylaws and
applicable Florida law, a vote by the holders of at least a majority of the voting
shares of each class or series of capital stock is required to affect the action described herein. As of the Record Date, the Company
had 1,000,000 Series A Preferred Shares with voting rights equal to 65% of all voting rights available at the time of any vote.
The consenting Majority Stockholders are the record and beneficial owners of 65.0% of the total number of voting rights. The consenting
Majority Stockholders voted in favor of the actions described herein in a written consent, dated October 28, 2019. No consideration
was paid for the consent. The consenting stockholders’ name, affiliation with the Company and beneficial holdings are as
follows:
Name of Beneficial Owners
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Number of Shares
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Voting Rights
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Percentage of Voting Rights
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Dirk Richter
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-Common Stock
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--
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--
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--
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-Series A
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500,000
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131,131,780
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32.5%
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-Series B
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--
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--
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--
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Total
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131,131,780
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32.5%
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Bernhard Sammer
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-Common Stock
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--
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--
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--
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-Series A
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500,000
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131,131,780
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32.5%
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-Series B
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--
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--
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--
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Total
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131,131,780
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32.5%
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TOTAL
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65.0%
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PROPOSAL NUMBER ONE: TO AMEND THE AMENDED
AND RESTATED ARTICLES OF INCORPORATION
On October 29, 2019, our Board of Directors
approved, subject to receiving the approval of the holders of a majority of our outstanding capital stock, an amendment to our
Amended and Restated Articles of Incorporation (the “Amendment”). The Majority Stockholders approved the Amendment
pursuant to a written consent dated as of October 29, 2019. The Amendment effecting the name
change effective following filing with the Secretary of State of the State of Florida, which will occur promptly following
the 20th day after the mailing of this Information Statement to our stockholders as of the Record Date.
The proposed amendment to the amended and restated
articles of incorporation of the corporation are modifications determined by our Board of Directors to be necessary in order to
better reflect our business and to achieve its overall business objectives. The consents being sought and obtained will allow our
management to exercise on its duties and responsibilities to protect our assets and shareholders by providing the ability to make
timely and effective decisions.
As disclosed in our SEC filings, we have entered
into a Share Exchange Agreement with Vitana-X, Inc. pursuant to what the Board of Directors believes is the best interest of shareholders
long term. Vitana-X, Inc., through its own operations will support and promote the
new direction in business for the Company.
The principle change in the Amendment is contained
in Article 1 of the Amended and Restated Articles of Incorporation of the Corporation (although readers are urged to review the
entire Amended and Restated Articles of Incorporation). As stated in Article 1 of the
Amended and Restated Articles of Incorporation of the Corporation, the name of the Company
will be changed to Vitana-X, Inc. to better reflect the operations of the Company going forward.
We may issue and dispose of any of the authorized
and unissued shares of Common or Preferred Stock for such consideration not less than par value, as may be fixed from time to time
by our Board of Directors without action by the stockholders. Our Board of Directors may provide for payment therefore to be received
by us in cash, property, or services. Any and all such shares of the Common or Preferred Stock and for which consideration so fixed
by our Board of Directors has been paid or delivered, shall be deemed fully paid stock and shall not be liable to any further call
or assessment thereon.
Reasons for the Amendment to the Articles
of Incorporation
The amendment to the Articles of Incorporation
will better reflect the operations of the Company going forward as the operations of Vitana-X, Inc. and its subsidiaries will make
up the bulk of the Company’s business.
PROPOSAL NUMBER TWO: APPROVAL OF THE
REVERSE STOCK SPLIT OPTION
GENERAL
The Board approved
a resolution to give to the Board of Directors of the Company the option to effectuate a reverse stock split within the range of
10:1 through 1000:1 within 12 months after the filing of this Form 14(c). Management believes that over the next 12
months, the Company will be positioned for a possible up listing and thus is proactively preparing for a reverse stock split. The
Board of Directors believes that a reverse stock split will help prepare the Company to meet the listing requirements of the NASDAQ
or the NYSE.
PLEASE NOTE
THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTEREST IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE
OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PLEASE NOTE
THAT THE REVERSE STOCK SPLIT WILL NOT HAVE ANY EFFECT ON THE NUMBER OF AUTHORIZED SHARES.
MATERIAL EFFECTS OF THE REVERSE
STOCK SPLIT
When a company engages in a reverse
stock split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization
of the company. Under this optional reverse stock split each 10-1000 shares of our Common Stock will be automatically converted
into 1 share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company will issue an
additional share to all holders of fractional shares.
However, the effect of the Reverse
Stock Split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations
for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after
the Reverse Stock Split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting
from the reverse split. The market price of our Common Stock may also be based on our performance and other factors, some of which
may be unrelated to the number of shares outstanding.
The Reverse Stock Split will affect
all of our stockholders of Common Stock uniformly and will not affect any stockholder's percentage ownership interests in the Company
or proportionate voting power, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional
share. All stockholders holding a fractional share shall be issued an additional share. The principal effect of the Reverse Stock
Split will be that the number of shares of Common Stock issued and outstanding will be reduced from 401,482,400 shares of Common
Stock as of the Record Date to approximately between 40,148,240- 401,483 shares (depending on the number of fractional shares that are issued or cancelled and
depending on the range chosen by the Board). The Reverse Stock Split will not affect the shares of Series A Preferred Stock of
which 1,000,000 are issued and outstanding and/or the shares of Series C Preferred Stock of which 1,000,000
are issued and outstanding. The number of authorized shares of Common Stock and its par value will not be affected.
FRACTIONAL SHARES
We will not
issue fractional certificates for post- Reverse Stock Split shares in connection with the Reverse Stock Split. Instead, an additional
share shall be issued to all holders of a fractional share. To the extent any holders of pre- Reverse Stock Split shares are entitled
to fractional shares as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional
shares.
STOCKHOLDERS SHOULD NOT DESTROY
ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT BEING ASKED TO DO SO.
Reasons for the Amendment to the Articles
of Incorporation
The amendment to the Articles of Incorporation
will better reflect the operations of the Company going forward as the operations of Vitana-X, Inc. and its subsidiaries will make
up the bulk of the Company’s business.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary
of certain United States federal income tax consequences of the Reverse Stock Split to us and stockholders of our common stock.
It does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Stock Split
and is included for general information only. This discussion is based on laws, regulations, rulings and decisions in effect on
the date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. This discussion
only applies to stockholders that are U.S. persons as defined in the Internal Revenue Code of 1986, as amended, and does not describe
all of the tax consequences that may be relevant to a stockholder in light of his particular circumstances or to stockholders subject
to special rules (such as dealers in securities, financial institutions, insurance companies, tax-exempt organizations, foreign
individuals and entities, and persons who acquired their common stock as compensation). In addition, this summary is
limited to stockholders that hold their common stock as capital assets. This discussion also does not address any tax consequences
arising under the laws of any state, local or foreign jurisdiction or alternative minimum tax consequences. The tax treatment of
each stockholder may vary depending upon the particular facts and circumstances of such stockholder.
We have not sought and will not
seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of the Reverse
Stock Split. We believe, however, that because the Reverse Stock Split is not part of a plan to periodically increase or decrease
any stockholder’s proportionate interest in the assets or earnings and profits of our company, the Reverse Stock Split should
have the federal income tax effects described below:
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The exchange of pre-split shares for post-split shares should not
result in recognition of gain or loss for federal income tax purposes.
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The stockholder’s aggregate tax basis in the post-split shares
would equal that stockholder’s aggregate tax basis in the pre-split shares.
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The stockholder’s holding period for the post-split shares
will include such stockholder’s holding period for the pre-split shares.
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Provided that a stockholder held the pre-split shares as a capital
asset, the post-split shares received in exchange therefor would also be held as a capital asset.
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We believe that our Company should
not recognize gain or loss as a result of the Reverse Stock Split. Our view regarding the tax consequences
of the Reverse Stock Split is not binding on the Internal Revenue Service or the courts. We urge all stockholders to consult their
own tax advisers to determine the particular federal, state, local and foreign tax consequences to each of them of the Reverse
Stock Split.
TO ENSURE COMPLIANCE WITH
TREASURY DEPARTMENT CIRCULAR 230, STOCKHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS INFORMATION
STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY STOCKHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES
THAT MAY BE IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE COMPANY IN CONNECTION
WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN;
AND (C) STOCKHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Stockholders of record of the Common
Stock as of the exercise of the Reverse Stock Split Option shall have their total shares reduced on the basis of one post-split
share of Common Stock for every 10-1000 pre-split shares outstanding.
This action has been approved by
the Board and the written consents of the holders of the majority of the outstanding voting capital stock of the Company.
FORWARD-LOOKING STATEMENTS
This information statement may contain certain
“forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by
the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs regarding
our company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic performance,
financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such
as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve
substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending
on a variety of important factors, including factors discussed in this and other of our filings with the U.S. Securities and Exchange
Commission.
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”),
or at other Internet sites such as http://www.freeedgar.com, as well as by such other means from the offices of the SEC.
NO DISSENTER’S RIGHTS
The Company is distributing this Information
Statement to its shareholders in full satisfaction of any notice requirements it may have under the Securities and Exchange Act
of 1934, as amended, and the Florida Code. No dissenters' and/or appraisal rights under the Florida Code and the Company’s
bylaws are afforded to the company's shareholders as a result of the adoption of this resolution.
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 affected on
or about the close of business on ________________, 2019.
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 October 28, 2019, 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 mailing of the Definitive Information Statement.
This Information Statement is being mailed
on or about November ___, 2019 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.
You can read and copy any materials that we
file with the Securities Exchange Commission at the Securities Exchange Commission's Public Reference Room at 100 F Street, N.E.,
Washington D.C. 20549. A copy of any public filing is also available, at no charge, from the Company.
GH Capital, Inc.
Date: October 30, 2019
/s/ William Bollander
By: ______________________
William Bollander,
Chief Executive
Officer
By the order of the Board
of Directors
/s/ William Bollander
By: ______________________
William Bollander,
Chairman
EXHIBIT A
AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF GH CAPITAL, INC.
AMENDMENT TO ARTICLE 1
FIRST: The name of the Corporation shall
be VITANA-X, INC.
IN WITNESS WHEREOF, the undersigned
has signed this Amendment to the Amend and Restated Articles of Incorporation this
____ day of October 2019.
/s/
By: ______________________
William Bollander,
Chief Executive
Officer