UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
Amendment
No. 2
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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BIGFOOT
PROJECT INVESTMENTS INC.
(Name
of Registrant as Specified In Its Charter)
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
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Title
of each class of securities to which transaction applies: Series A Preferred Stock, $0.001 par value per share, Common Stock,
$0.001 par value per share
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(2)
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Aggregate
number of securities to which transaction applies: N/A.
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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: N/A
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(5)
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Total
fee paid: N/A
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Fee
paid previously with preliminary materials.
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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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(1)
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Amount
Previously Paid: $0
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(2)
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Form,
Schedule or Registration Statement No.: N/A
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(3)
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Filing
Party: N/A
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BIGFOOT
PROJECT INVESTMENTS INC.
570
El Camino Real #150
Redwood
City, CA 94063
(415)
518-8494
This Notice and Information Statement replaces
the Notice and Information Statement dated December 12, 2017 and November 21, 2016.
NOTICE
OF WRITTEN CONSENT TO ACTION BY STOCKHOLDERS
November
7, 2019
This
notice and the accompanying Information Statement is being furnished to the stockholders of Bigfoot Project Investments Inc.,
a Nevada corporation (the “Company” or “us” or “we” or “our”), with respect to
a written consent to action received on October 29, 2019 from the holders of 76.2% of the voting power (500,000,000 shares
issued and outstanding of Preferred Series A) 24 votes per share and 4,524,721,903 issued and outstanding shares of the Company’s
Common Stock adopting resolutions approving the following corporate actions:
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1.
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To
increase the authorized shares of common stock pursuant to Section 78.207 of the Nevada Revised Statutes;
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2.
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To
amend and restate the Company’s Articles of Incorporation as set forth in the Amended and Restated Articles of Incorporation
attached to and forming a part of the accompanying Information Statement (the “Amended and Restated Articles”);
and
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The
Amended and Restated Articles include the addition of certain provisions to define two classes of stock to be designated, respectively,
“Common Stock” and “Preferred Stock.” The total number of shares that the Corporation is
authorized to issue is 20,000,000,000 shares. 19,500,000,000 shares shall be Common Stock, par value $0.001 per share, and 500,000,000
shares shall be Preferred Stock, par value $0.001 per share.
Only
Company stockholders of record at 9:00 a.m. PST on November 1, 2019 are entitled to receive the accompanying Information Statement.
The
Amended and Restated Articles will become effective on the earlier of (i) 21 days from the date the accompanying Information Statement
is first mailed to the stockholders or (ii) such later date as approved by our Board of Directors, in its sole discretion. The
Amended and Restated Articles will become effective upon the effective date of their filing with the Nevada Secretary of State
as set forth therein.
Your
vote or consent is not requested or required, and our Board of Directors is not soliciting
your proxy. Section 78.320 of the Nevada Revised Statutes and the Company’s Bylaws provide that any action required or permitted
to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the
voting power sign a written consent approving the action. The written consent of a majority of the outstanding shares of our Common
Stock is sufficient to approve these matters.
The
accompanying Information Statement is being furnished to you solely for the purpose of informing stockholders of the matters described
herein in compliance with Regulation 14C of the Securities Exchange Act of 1934, as amended.
By
Order of the Board of Directors
/s/
Carmine T. Biscardi, CEO
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
BIGFOOT
PROJECT INVESTMENTS INC.
570
El Camino Real #150
Redwood
City, CA 94063
(415)
518-8494
INFORMATION
STATEMENT
Date
first mailed to stockholders: December 11, 2019
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
ABOUT
THIS INFORMATION STATEMENT
INTRODUCTION
This
information statement (this “Information Statement”) has been filed with the Securities and Exchange Commission (the
“SEC”) and is being mailed or otherwise furnished to the registered stockholders of Bigfoot Project Investments Inc.,
a Nevada corporation (the “Company” or “us” or “we” or “our”), solely for the
purpose of informing you, as one of our stockholders, in the manner required under Regulation 14(c) promulgated under the Securities
Exchange Act of 1934, as amended, that the holders of a majority of the outstanding shares of our Common Stock have executed a
written consent to action approving certain corporate actions described herein.
The
proposed corporate actions were approved by resolution of our Board of Directors on November 7, 2019. In order to eliminate the
costs and management time involved in holding a special meeting, and in order to affect the proposed corporate actions as quickly
as possible, our Board of Directors resolved to proceed with the corporate actions by obtaining a written consent to action from
stockholders holding a majority of the restricted stock voting power of the Company.
This
Information Statement is dated November 7, 2019 and is first being mailed to stockholders on or about December 11, 2019.
Only stockholders as presented on the shareholder list received from Action Stock Transfer of record at 9:00 a.m. PST on November
1, 2019 (the “Record Date”) are entitled to receive this Information Statement.
INFORMATION
CONCERNING THE PROPOSED CORPORATE ACTIONS
1.
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PROPOSAL
TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION
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Our
Board of Directors has determined that the current Articles of Incorporation of the Company are inadequate for our current and
anticipated future needs. Therefore, on October 29, 2019, the Board of Directors resolved that it would be in the best interests
of the Company and its stockholders to amend and restate the Articles of Incorporation of the Company in the form of the Amended
and Restated Articles of Incorporation attached hereto (the “Amended and Restated Articles”).
There
are several key substantive differences between the current Articles of Incorporation of the Company and the Amended and Restated
Articles, as follows:
(i)
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AVAILABLE FOR FUTURE ISSUANCE
ARTICLE
IV, Section A of the Amended and Restated Articles provides that the Company is authorized to issue two classes of capital stock
to be designated, respectively, “Common Stock” and “Preferred Stock”; that the total number of shares
of capital stock that the Company is authorized to issue is 20,000,000,000 shares, 19,500,000,000 shares of which shall be Common
Stock, par value $0.001 per share, and 500,000,000 shares of which shall be Preferred Series A Stock, par value $0.001 per share.
This
increase in the total number of authorized but unissued shares of Common Stock will provide the Company with needed capital stock
to enable it to undertake financing transactions in which the Company may employ its Common Stock and/or Preferred Stock (if available
for issuance), including transactions to raise working capital through the sale of Common Stock and/or Preferred Stock. The Company’s
Board of Directors is of the view that the number of shares of Common Stock currently authorized will not be sufficient to satisfy
anticipated future needs. The Board of Directors also considers it desirable that the Company have the flexibility to issue an
additional amount of Common Stock and to issue, when and where appropriate or necessary, Preferred Stock (if available for issuance),
without further stockholder action, unless otherwise required by law or other regulations. The availability of these additional
shares of Common Stock will enhance the Company’s flexibility in connection with public or private offerings, conversions
of convertible securities, issuances of options pursuant to employee benefit plans, acquisition transactions and other general
corporate purposes, and will allow such shares to be issued without the expense and delay of a special stockholders’ meeting,
unless such action is required by applicable law or rules of any stock exchange on which the Company’s securities then may
be listed. Management of the Company is at all times investigating additional sources of financing that the Board of Directors
believes will be in the Company’s best interests and in the best interests of the stockholders of the Company.
(ii)
AUTHORIZE OUR BOARD OF DIRECTORS TO ESTABLISH A SERIES OF PREFERRED STOCK
ARTICLE
IV, Section A of the Amended and Restated Articles provides that the Company is authorized to issue 500,000,000 shares of Preferred
Stock, par value $0.001 per share. Upon the effective date of the filing of the Amended and Restated Articles with the Nevada
Secretary of State, ARTICLE IV, Section A of the Amended and Restated Articles in effect will define a Series A class of Preferred
Stock with 500,000,000 shares. The availability of authorized shares of Preferred Stock will enhance the Company’s flexibility
in connection with private offerings, acquisition transactions and other general corporate purposes.
ARTICLE
IV, Section B of the Amended and Restated Articles provides that the Preferred Stock authorized by the Amended and Restated Articles
may be issued from time to time in one or more series and authorizes our Board of Directors to fix or alter the rights, preferences,
privileges and restrictions granted to or imposed on each series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them. ARTICLE IV, Section B of the Amended and Restated Articles also provides
that, subject to compliance with applicable protective voting rights that have been or may be granted to the Preferred Stock or
any series thereof in Certificates of Designation or in the Company’s Articles of Incorporation (“Protective Provisions”),
but notwithstanding any of the other rights of the Preferred Stock or any series thereof, the rights, preferences, privileges
and restrictions of any such additional series of Preferred Stock may be subordinated to, pari passu with (including, without
limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent) or senior to any of those of any present or future class or series of Preferred Stock or Common Stock.
ARTICLE IV, Section B of the Amended and Restated Articles also provides that, subject to compliance with applicable Protective
Provisions (if any), the Board of Directors also is authorized to increase or decrease the number of shares of any series of Preferred
Stock, before or after the issuance of such series, but not below the number of shares of such series then outstanding, and that,
in case the number of shares of any series is so decreased, the shares constituting such decrease shall resume the status that
they had before the adoption of the resolution originally fixing the number of shares of such series. In substance, these provisions
are not materially different from the authorized capital stock provisions in effect as set forth in the current Articles of Incorporation
of the Company. However, these provisions provide more specific details about our Board of Directors’ general blank check
authority to designate and issue series of Preferred Stock, which general blank check authority was already provided in the current
Articles of Incorporation of the Company.
These
provisions of the Amended and Restated Articles give the Board of Directors flexibility, without further stockholder action, to
issue Preferred Stock on such terms and conditions as the Board of Directors deems to be in the best interests of the Company
and its stockholders. These provisions of the Amended and Restated Articles provide the Company increased financial flexibility
in meeting future capital requirements by providing another type of security in addition to the Company’s Common Stock,
as it will allow Preferred Stock to be available for issuance from time to time and with such features as determined by the Board
of Directors for any proper corporate purpose. It is anticipated that such purposes may include, without limitation, the issuance
of Preferred Stock in exchange for cash as a means of obtaining capital for use by the Company or as part or all of the consideration
required to be paid by the Company for acquisitions of other businesses or assets.
Any
issuance of Preferred Stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a
change in control of the Company by increasing the number of outstanding shares entitled to vote and by increasing the number
of votes required to approve a change in control of the Company. Shares of voting or convertible 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 the
Company by means of a tender offer, proxy contest, merger or otherwise. The ability of the Board of Directors to issue such additional
shares of Preferred Stock, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire
control of the 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 Preferred Stock to persons friendly to the Board of Directors could make it more difficult
to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.
While
shares of Preferred Stock authorized by the Amended and Restated Articles may have anti-takeover ramifications, the Board of Directors
believes that the financial flexibility offered by such Preferred Stock outweighs such possible disadvantages. To the extent that
the Preferred Stock authorized by the Amended and Restated Articles may have anti-takeover effects, the Preferred Stock could
encourage persons seeking to acquire the Company to negotiate directly with the Board of Directors, enabling the Board of Directors
to consider the proposed transaction in a manner that best serves the Company’s stockholders’ interests.
The
issuance of shares of Series A Preferred Stock having rights superior to those of the Common Stock may result in a decrease in
the value or market price of the Common Stock. Holders of Series A Preferred Stock may have the right to receive dividends, certain
preferences in liquidation and conversion rights. The issuance of Series A Preferred Stock could adversely affect the voting and
other rights of the holders of Common Stock.
The
Company may issue shares of Common Stock as a dividend in respect of shares of Series A Preferred Stock or any particular series
of Preferred Stock without the approval of the holders of the Common Stock. Any such issuance could be dilutive to the value or
market price of the Common Stock.
(iv)
AUTHORIZE OUR BOARD OF DIRECTORS TO CREATE AND ISSUE RIGHTS TO PURCHASE SECURITIES
ARTICLE
V of the Amended and Restated Articles authorizes our Board of Directors, from time to time, to create and issue, whether or not
in connection with the issuance and sale of any of the stock or other securities or property of the Company, rights entitling
the holders thereof to purchase from the Company shares of stock or other securities of the Company or any other corporation.
ARTICLE V of the Amended and Restated Articles provides that the times at which and the terms upon which such rights are to be
issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. ARTICLE
V of the Amended and Restated Articles provides that the authority of the Board of Directors with respect to such rights will
include, but not be limited to, determination of the following: (a) the initial purchase price per share or other unit of the
stock or other securities or property to be purchased upon exercise of such rights; (b) provisions relating to the times at which
and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately
from any other stock or other securities of the Company; (c) provisions that adjust the number or exercise price of such rights
or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination,
split or recapitalization of any stock of the Company, a change in ownership of the Company’s stock or other securities
or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the Company or any stock of the Company,
and provisions restricting the ability of the Company to enter into any such transaction absent an assumption by the other party
or parties thereto of the obligations of the Company under such rights; (d) provisions that deny the holder of a specified percentage
of the outstanding stock or other securities of the Company the right to exercise such rights and/or cause the rights held by
such holder to become void; (e) provisions that permit the Company to redeem or exchange such rights; and (f) the appointment
of a rights agent with respect to such rights. The creation or issuance of any or all of such rights could have anti-takeover
ramifications.
(v)
PROVIDE FOR THE LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
ARTICLE
VII of the Amended and Restated Articles contains provisions relating to the limitation of liability of the directors and officers
of the Company. They generally provide that the personal liability of the directors and officers of the Company is eliminated
to the fullest extent permitted by the Nevada Revised Statutes, as the same exist or later may be amended. In addition, they provide
that no director or officer of the Company will be liable to the Company or its stockholders for damages for breach of fiduciary
duty as a director or officer, excepting only (i) acts or omissions that involve intentional misconduct, fraud or a knowing violation
of law or (ii) the payment of dividends in violation of Nevada Revised Statutes Section 78.300. ARTICLE VII of the Amended and
Restated Articles provides that no amendment, modification or repeal of the limitation of liability provisions contained in ARTICLE
VII of the Amended and Restated Articles applies to or has any effect on the liability or alleged liability of any director or
officer of the Company for or with respect to any act or omission of such director or officer having occurred before such amendment,
modification or repeal, except as otherwise required by law.
(vi)
PROVIDE FOR THE INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE
VIII of the Amended and Restated Articles contains substantial provisions relating to indemnification. They generally provide
that the Company, to the fullest extent permitted by the laws of the State of Nevada, as the same exist or may be amended (but
in the case of such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights
than such laws permitted the Company to provide before such amendment), indemnify and hold harmless each person who was or is
a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative
or investigative (a “Proceeding”), by reason of the fact that such person or a person for whom such person is the
legal representative is or was a director or officer of the Company or is or was serving at the request of the Company as a director,
officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action or
inaction in an official capacity or in any other capacity while serving as a director or officer of the Company or at the request
of the Company as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company,
joint venture, trust or other enterprise, against and from all costs, charges, expenses, liabilities and losses (including attorneys’
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking
indemnification granted to such person under applicable law, the Amended and Restated Articles or any agreement with the Company)
reasonably incurred or suffered by such person in connection therewith. ARTICLE VIII of the Amended and Restated Articles also
provides that the Company may, by action of the Board of Directors or through the adoption of Bylaws, provide indemnification
to employees and agents of the Company, and to persons who are serving or did serve at the request of the Company as an employee
or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, with
the same scope and effect as provided to the directors and officers of the Company pursuant to the provisions of ARTICLE VIII
of the Amended and Restated Articles. In substance, the indemnification provisions set forth in ARTICLE VIII of the Amended and
Restated Articles are not materially different from the indemnification provisions in effect as set forth in the current Articles
of Incorporation of the Company, except insofar as they are broader in scope and application (e.g., by providing authority
that the Company may provide indemnification to employees and agents of the Company with the same scope and effect as provided
to the directors and officers of the Company, which authority is not provided in the indemnification provisions in effect as set
forth in the current Articles of Incorporation of the Company).
POSSIBLE
ANTI-TAKEOVER EFFECTS OF THE PROPOSALS
As
described in more detail above, the Amended and Restated Articles will result in an increase in the number of authorized but unissued
shares of our Preferred Stock and Common Stock. Under certain circumstances this could have an anti-takeover effect, although
this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors 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 of Directors in opposing a takeover bid that the Board of Directors 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
and/or the increase of the number of authorized but unissued shares of our Preferred 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 and/or the increase in the number of authorized but
unissued shares of our Preferred 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 increase
in the number of authorized but unissued shares of our Common Stock and/or the increase in the number of authorized but unissued
shares of our Preferred 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 of Directors did not approve
the Reverse Split with the intent that the Reverse Split be used as a type of anti-takeover device, and the Board of Directors
did not approve the increase in the number of authorized but unissued shares of our Preferred Stock with the intent that such
increase 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 and/or the increase in the number of authorized but unissued shares of our Preferred Stock, certain provisions of
the Amended and 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, ARTICLE IV, Section B of the Amended and Restated Articles provides that the Preferred Stock authorized
by the Amended and Restated Articles may be issued from time to time in one or more series and authorizes our Board of Directors
to fix or alter the rights, preferences, privileges 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 of Directors 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.
Also
as described in more detail above, ARTICLE V of the Amended and Restated Articles authorizes our Board of Directors, from time
to time, to create and issue, whether or not in connection with the issuance and sale of any of the stock or other securities
or property of the Company, rights entitling the holders thereof to purchase from the Company shares of stock or other securities
of the Company or any other corporation. The creation or issuance of any or all of such rights could have anti-takeover ramifications
similar to those described in the preceding paragraph.
While
the aforementioned provisions of the Amended and 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 our Board of Directors views any provision of the Amended and Restated Articles as an anti-takeover mechanism. Except for
the potential effects of the aforementioned provisions, there are no anti-takeover provisions in the Amended and Restated Articles,
the Bylaws or other governing documents of the Company, and the Board of Directors currently has no plan to adopt any proposal
or to enter into any other arrangement that may have material anti-takeover consequences.
APPROVAL
OF THE PROPOSED CORPORATE ACTIONS
Under
Section 78.2055(1) of the Nevada Revised Statutes, the Board of Directors may decrease the number of issued and outstanding shares
without decreasing the number of authorized shares if: (a) the board of directors adopts a resolution setting forth the proposal
to decrease the number of issued and outstanding shares; and (b) the proposal is approved by the vote of stockholders holding
a majority of the voting power.
Under
Section 78.2055(3) of the Nevada Revised Statutes, if a proposed decrease in the number of issued and outstanding shares of any
class or series would adversely alter or change any preference, or any relative or other right given to any other class or series
of outstanding shares, then the decrease must be approved by the vote, in addition to any vote otherwise required, of the holders
of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected
by the decrease, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or
restrictions on the voting power of the adversely affected class or series.
Under
Section 78.390(1) of the Nevada Revised Statutes, every amendment to the Company’s Articles of Incorporation must first
be adopted by a resolution of the Board of Directors and must then be approved by stockholders entitled to vote on any such amendment.
Under Section 78.390(1) of the Nevada Revised Statutes and the Company’s Bylaws, an affirmative vote by stockholders holding
shares entitling them to exercise at least a majority of the voting power is sufficient to amend the Company’s Articles
of Incorporation.
Under
Section 78.390(2) of the Nevada Revised Statutes, if any amendment to the Company’s Articles of Incorporation would adversely
alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series adversely affected by the amendment regardless of limitations or restrictions
on the voting power thereof.
Pursuant
to Section 78.320 of the Nevada Revised Statutes, unless otherwise provided in the Company’s Articles of Incorporation or
the Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before
or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. Under
Section 78.320 of the Nevada Revised Statutes, an action authorized by written consent does not require a meeting of stockholders
to be called or notice thereof to be given.
Our
Board of Directors adopted resolutions on the Record Date setting forth for approval by stockholders the proposed corporate actions.
At that time, the Company’s authorized capital consisted of 7,000,000,000 shares which was allocated to 500,000,000 shares
of Series A Preferred Stock and 6,500,000,000 shares of Common Stock, $0.001 par value per share, of which 500,000,000 shares
of Series A Preferred Stock and 4,524,721,903 shares were issued and outstanding.
On
the Record Date, the voting Company’s stockholders on record held 500,000,000 shares of Series A Preferred stock with voting
power of 24 votes per share and 379,843,000 shares of Common Stock, representing 76.4% of the voting power of our stockholders
holding Common Stock and Preferred Stock. All of these stockholders voted in favor of the proposed corporate actions by
written consent on the Record Date. Such vote constituted approval of the proposed corporate actions by 76.4% of the voting
power of the capital stock. Since these stockholders had sufficient voting power to approve the corporate actions through
their ownership of capital stock of the Company, no consent or approval of the corporate actions by any other stockholder was
solicited.
The
Company has obtained all necessary corporate approvals in connection with the proposed corporate actions, and your consent is
not required and is not being solicited in connection with the approval of the corporate
actions. No vote or other action is requested or required on your part.
EFFECTIVE
DATE
The
proposed corporate actions will become effective on the earlier of (i) 21 days from the date this Information Statement is first
mailed to the stockholders or (ii) such later date as approved by our Board of Directors, in its sole discretion. The Amended
and Restated Articles will become effective upon the effective date of the filing with the Nevada Secretary of State of a Certificate
to Accompany Restated Articles or Amended and Restated Articles (the “Certificate of Amended and Restated Articles”)
as set forth therein with the Amended and Restated Articles attached thereto (the “Effective Date”) pursuant to Section
78.403 of the Nevada Revised Statutes. The Board of Directors may revoke any proposed corporate action before it is acted on without
further approval of the stockholders if the Board of Directors determines that the action no longer is in the best interests of
the Company and its stockholders.
DISSENTERS’
RIGHTS
Neither
the Articles of Incorporation of the Company, nor the Bylaws of the Company nor the Nevada Revised Statutes provide for dissenters’
rights of appraisal in connection with the aforementioned corporate actions.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth sets forth information regarding the number of shares of Common Stock beneficially owned on the Record
Date, by:
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●
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each
person who is known by us to beneficially own 5% or more of the Common Stock;
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each
of our directors and named executive officers; and
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all
of our directors and executive officers, as a group.
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Unless
otherwise indicated, the Common Stock beneficially owned by a holder includes shares owned by a spouse, minor children and relatives
sharing the home of such holder, as well as entities owned or controlled by such holder, and also includes shares subject to options
to purchase our Common Stock exercisable within 60 days after the Record Date. Except as otherwise indicated, the stockholders
listed in the table have sole voting and investment power with respect to their shares.
Name and Address of Stockholders*
|
|
Shares
Beneficially Owned
|
|
|
Percentage Ownership**
|
|
|
|
|
|
|
|
|
SERIES A PREFERRED STOCK
|
|
|
|
|
|
|
|
|
Carmine T. Biscardi, CEO, Dir.
|
|
|
500,000,000
|
|
|
|
100
|
%
|
Series A Preferred voting rights equal 12,000,000,000 shares of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCK
|
|
|
|
|
|
|
|
|
Carmine T. Biscardi, CEO, Dir.
|
|
|
230,820,000
|
|
|
|
5.1
|
%
|
William F. Marlette, Dir. (proxy)
|
|
|
23,250,000
|
|
|
|
0.5
|
%
|
Sara Reynolds, CFO, Dir.
|
|
|
115,823,000
|
|
|
|
2.56
|
%
|
C. Thomas Biscardi, Jr., President and Dir.
|
|
|
14,750,000
|
|
|
|
0.3
|
%
|
Rocky Slavens, Director
|
|
|
10,000
|
|
|
|
0.0
|
%
|
Officers and Directors as a Group
|
|
|
384,653,000
|
|
|
|
8.46
|
%
|
*Each
stockholder’s address is c/o Bigfoot Project Investments Inc. 570 El Camino Real #150, Redwood City, CA 94063.
**Percent
of class is calculated on the basis of the number of shares outstanding on November 7, 2019 (4,524,721,903).
PROPOSALS
BY SECURITY HOLDERS
There
are no proposals by any security holders.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None
of the Company’s directors or officers at any time since the beginning of the last fiscal year has any substantial interest,
direct or indirect, by security holdings or otherwise, in the proposed corporate actions that is not shared by all other holders
of the Company’s capital stock. Our Board of Directors and majority stockholders approved the proposed corporate actions
on the Record Date. No other security holder entitled to vote at a stockholders’ meeting or by written consent has submitted
to the Company any proposal for consideration by the Company or its Board of Directors.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
will only deliver one Information Statement to multiple stockholders sharing an address, unless we have received contrary instructions
from one or more of such stockholders. Also, we will promptly deliver a separate copy of this Information Statement and future
stockholder communication documents to any stockholder at a shared address to which a single copy of this Information Statement
was delivered, or deliver a single copy of this Information Statement and future stockholder communication documents to any stockholder
or stockholders sharing an address to which multiple copies are now delivered, upon written request to us at our address noted
above.
Stockholders
also may address future requests regarding delivery of Information Statements and annual reports by contacting us at the address
noted above.
ADDITIONAL
INFORMATION
The
Company files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission.
You may read and copy any of such reports, statements or other information that the Company files at the Securities and Exchange
Commission’s public reference room in Washington, D.C. Please telephone the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference rooms. The Company’s filings with the Securities and Exchange Commission
also are available to the public from commercial document retrieval services and at the web site maintained by the Securities
and Exchange Commission at “http://www.sec.gov.”
November
7, 2019
|
By
Order of the Board of Directors
|
|
|
|
/s/
Carmine T. Biscardi
|
|
Name:
|
Carmine
T. Biscardi
|
|
Title:
|
Chief
Executive Officer, Director
|
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
BIGFOOT
PROJECT INVESTMENTS INC.,
a
Nevada corporation
ARTICLE
I
The
name of the corporation is Bigfoot Project Investments Inc. (the “Corporation”).
ARTICLE
II
The
name of the Corporation’s commercial registered agent in the State of Nevada is Southwest Business Services, LLC whose address
is 153 W. Lake Meade Parkway, Suite 2240, Henderson, Nevada 89015.
ARTICLE
III
The
Corporation may engage in any lawful activity.
ARTICLE
IV
A.
Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common
Stock” and “Preferred Stock”; that total number of shares of capital stock that the Corporation is
authorized to issue is 20,000,000,000 shares, 19,500,000,000 shares of which shall be Common Stock, par value $0.001 per share,
and 500,000,000 shares of which shall be Series A Preferred Stock, par value $0.001 per share.
B.
Rights, Preferences, Privileges and Restrictions of Preferred Stock. The Preferred Stock authorized by these Articles of
Incorporation may be issued from time to time in one or more series. The Corporation’s Board of Directors (the “Board
of Directors”) hereby is authorized to fix or alter the rights, preferences, privileges and restrictions granted to
or imposed on each series of Preferred Stock, and the number of shares constituting any such series and the designation thereof,
or any of them. Subject to compliance with applicable protective voting rights that have been or may be granted to the Preferred
Stock or any series thereof in Certificates of Designation or in these Articles of Incorporation (“Protective Provisions”),
but notwithstanding any of the other rights of the Preferred Stock or any series thereof, the rights, preferences, privileges
and restrictions of any series of Preferred Stock may be subordinated to, pari passu with (including, without limitation,
inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote
or written consent) or senior to any of those of any present or future class or series of Preferred Stock or Common Stock. Subject
to compliance with applicable Protective Provisions (if any), the Board of Directors also is authorized to increase or decrease
the number of shares of any series of Preferred Stock, before or after the issuance of such series, but not below the number of
shares of such series then outstanding. In case the number of shares of any series is so decreased, the shares constituting such
decrease shall resume the status that they had before the adoption of the resolution originally fixing the number of shares of
such series.
C.
Common Stock.
1.
Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights
as to dividends, the holders of Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors,
out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board
of Directors.
2.
Liquidation Rights. Subject to the rights of, and upon the completion of any distribution that may be required with respect
to, any series of Preferred Stock that from time to time may come into existence, upon the liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation shall be distributed among the holders of Common Stock pro rata based
on the number of shares of Common Stock held by each.
3.
Redemption. The Common Stock is not redeemable.
4.
Voting Rights. The holder of each share of Common Stock shall have the right to one (1) vote for each such share, shall
be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation and shall be entitled
to vote upon such matters and in such manner as may be provided by law.
5.
Voting Rights Series A Preferred. The holder of each share of Series A Preferred stock shall have the right to twenty-four
(24) votes for each share, shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the
Corporation and shall be entitled to vote upon such matter and in such manner as my be provided by law.
ARTICLE
V
The
Board of Directors is authorized, from time to time, to create and issue, whether or not in connection with the issuance and sale
of any of the stock or other securities or property of the Corporation, rights entitling the holders thereof to purchase from
the Corporation shares of stock or other securities of the Corporation or any other corporation. The times at which and the terms
upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments
that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited
to, determination of the following:
(a)
The initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise
of such rights.
(b)
Provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise
transferred, either together with or separately from any other stock or other securities of the Corporation.
(c)
Provisions that adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property
receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the Corporation,
a change in ownership of the Corporation’s stock or other securities or a reorganization, merger, consolidation, sale of
assets or other occurrence relating to the Corporation or any stock of the Corporation, and provisions restricting the ability
of the Corporation to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations
of the Corporation under such rights.
(d)
Provisions that deny the holder of a specified percentage of the outstanding stock or other securities of the Corporation the
right to exercise such rights and/or cause the rights held by such holder to become void.
(e)
Provisions that permit the Corporation to redeem or exchange such rights.
(f)
The appointment of a rights agent with respect to such rights.
ARTICLE
VI
The
governing board of the Corporation shall be styled as a “Board of Directors,” and any member of such Board
of Directors shall be styled as a “Director.” The number of members constituting the first Board of Directors
of the Corporation is one (1), and the name and address of such member is as follows:
Name
|
|
Address
|
Carmine
T. Biscardi
|
|
570
El Camino Real NR-150 Redwood City, CA 94063
|
|
|
|
Carmine
T. Biscardi, Jr.
|
|
570
El Camino Real NR-150 Redwood City, CA 94063
|
|
|
|
Sara
Reynolds
|
|
570
El Camino Real NR-150 Redwood City, CA 94063
|
|
|
|
Rocky
Slavens
|
|
570
El Camino Real NR-150 Redwood City, CA 94063
|
The
number of directors of the Corporation may be fixed and increased or decreased in the manner provided in the Bylaws of the Corporation,
provided that the number of directors shall never be less than one (1). In the interim between elections of directors by stockholders
entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies
resulting from the removal of directors by the stockholders entitled to vote that are not filled by such stockholders, may be
filled by the remaining directors, though less than a quorum. Notwithstanding the foregoing, whenever the holders of any one or
more series of shares of Preferred Stock issued by the Corporation have the right, voting separately by series, to elect directors
at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of these Articles of Incorporation or the resolution or resolutions adopted by the
Board of Directors pursuant to Article IV(B) hereof.
ARTICLE
VII
The
personal liability of the directors and officers of the Corporation hereby is eliminated to the fullest extent permitted by Nevada
Revised Statutes, Chapter 78, as the same exists or hereafter may be amended. No director or officer of the Corporation will be
liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, excepting only
(i) acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or (ii) the payment of dividends
in violation of Nevada Revised Statutes Section 78.300. No amendment, modification or repeal of this Article VII applies
to or has any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to
any act or omission of such director or officer having occurred before such amendment, modification or repeal, except as otherwise
required by law.
ARTICLE
VIII
The
Corporation shall, to the fullest extent permitted by the laws of the State of Nevada, as the same exist or hereafter may be amended
(but in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification
rights than such laws permitted the Corporation to provide before such amendment), indemnify and hold harmless each person who
was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “Proceeding”), by reason of the fact that such person or a person for whom
such person is the legal representative is or was a director or officer of the Corporation or is or was serving at the request
of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company,
joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such
Proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director or officer
of the Corporation or at the request of the Corporation as a director, officer, manager or trustee of another corporation or of
a partnership, limited liability company, joint venture, trust or other enterprise, against and from all costs, charges, expenses,
liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Article
VIII or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith. The Corporation
may, by action of the Board of Directors or through the adoption of Bylaws, provide indemnification to employees and agents of
the Corporation, and to persons who are serving or did serve at the request of the Corporation as an employee or agent of another
corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, with the same scope and
effect as provided to the directors and officers of the Corporation pursuant to the foregoing provisions of this Article VIII.
The
indemnification provided for herein shall not be deemed exclusive of any other right to which a person indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions of such person in
such person’s official capacity and as to actions of such person in another capacity while holding such office. The Corporation
shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee
or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, against
any liability asserted against such person in any such capacity or arising out of such person’s status as such, whether
or not the Corporation would have the power to indemnify such person against such liability under the provisions of Nevada Revised
Statutes, Chapter 78. The expenses of any director or officer, current or past, incurred in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation as incurred and in advance of the final disposition of such action, suit or
proceeding upon the Corporation’s receipt of an undertaking by or on behalf of such current or past director or officer
to repay the Corporation for all of such expenses if it ultimately is determined by a court of competent jurisdiction that such
current or past director or officer is not entitled to be indemnified by the Corporation. The indemnification provided for herein
shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation, or who has ceased
to serve at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation
or of a partnership, limited liability company, joint venture, trust or other enterprise, and shall inure to the benefit of such
person’s heirs, executors and administrators. No amendment, modification or repeal of this Article VIII applies to
or has any effect on any right or protection of any director, officer, employee or agent of the Corporation, or any person who
is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation
or of a partnership, limited liability company, joint venture, trust or other enterprise, existing at the time of such amendment,
modification or repeal.
ARTICLE
IX
In
furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by Nevada
Revised Statutes, Chapter 78 or other statutes or laws of the State of Nevada, the Board of Directors is expressly authorized:
(i) to make, adopt, amend, alter or repeal the Bylaws of the Corporation, except as and to the extent otherwise provided in such
Bylaws; (ii) from time to time to adopt Bylaw provisions with respect to indemnification of directors, officers, employees, agents
and other persons as the Board of Directors deems expedient and in the best interests of the Corporation and to the extent permitted
by law; and (iii) to fix and determine designations, preferences, privileges, rights and powers, and relative, participating,
optional or other special rights, qualifications, limitations or restrictions, on the capital stock of the Corporation as provided
by Nevada Revised Statutes Section 78.195, unless otherwise provided herein.
ARTICLE
X
Unless
the Corporation consents in writing to the selection of an alternative forum, the District Courts of the State of Nevada shall
be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or other agent of the Corporation to the
Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of Title
7 of the Nevada Revised Statutes or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case
subject to such District Courts having personal jurisdiction over the indispensable parties named as defendants therein.
ARTICLE
XI
The
Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in
the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this
reservation.
IN
WITNESS WHEREOF, the undersigned has hereunto set his hand and executed these Articles of Incorporation on this 7th day of
November 2019.
|
/s/
Sara Reynolds
|
|
CFO,
Secretary, Director
|
MINUTES
OF MEETING
OF
BOARD OF DIRECTORS
OF
BIGFOOT PROJECT INVESTMENTS, INC.
The
meeting of the Board of Directors of the above named corporation was held telephonically on October 29, 2019, 2018 at 1:30 pm.
The
following Directors were present, constituting a quorum:
Carmine
T. Biscardi
Sara
Reynolds
Carmine
T. Biscardi, Jr. (Tommy)
Rocky
Slavens
The
meeting was called to order by Carmine T. Biscardi.
This
meeting was called to discuss the status of the company and determine if the board would approve equity structure changes to pave
the way for merger negotiations. Discussion ensued regarding the negotiations with merger candidates and suggestions from advisors.
A
vote was taken to accept the proposed capital restructuring increasing the authorized shares from 7,000,000,000 to 20,000,000,000
consisting of 500,000,000 shares of Class A Preferred stock and 19,500,000,000 shares of common stock both classes of stock
with a stated par value of $0.001 per share.
The
vote was unanimous to approve the proposal.
There
being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried it was adjourned.
Date:
December 6, 2019
Carmine
T. Biscardi
|
|
Carmine
T. Biscardi, CEO
|
|
|
|
Carmine
T. Biscardi, Jr.
|
|
Carmine
T. Biscardi Jr. President
|
|
Sara
Reynolds
|
|
Rocky
Slavens
|
Sara
Reynolds, Secretary/Treasurer/Director
|
|
Rocky
Slavens, Director
|