UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 14a-5(d)(2))
[ __ ] Definitive Information Statement
GREY CLOAK TECH INC.
(Name of Registrant as Specified In Its 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 O-11.
1) Title
of each class of securities to which transaction applies:
2) 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 O-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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4) Proposed
maximum aggregate value of transaction:
5) Total
fee paid:
[ __ ] Fee paid previously with preliminary materials.
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[ __ ]
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Check box if any part of the fee is offset as provided by Exchange Act Rule O-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) Amount
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2) Form,
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Grey Cloak Tech Inc.
10300 W. Charleston
Las Vegas, NV 89135
[•], 2020
NOTICE OF ACTION BY WRITTEN CONSENT
IN LIEU OF MEETING OF STOCKHOLDERS
TO OUR STOCKHOLDERS:
This Notice and Information
Statement is furnished by the Board of Directors of Grey Cloak Tech Inc., a Nevada corporation (the “Company”),
to holders of record of the Company’s common stock, $0.001 par value per share, at the close of business on September 23,
2020. The purpose of this Notice and Information Statement is to inform the Company’s stockholders of certain actions taken
by the written consent of the holders of a majority of the Company’s voting stock, dated as of September 18, 2020, pursuant
to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C, Section 78.370 of the
Nevada Revised Statutes and the Company’s governing documents. This Information Statement provides notice that the Board
of Directors has recommended and approved, and holders of a majority of the voting power of our outstanding stock have approved,
the following item:
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1.
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An amendment to our Articles of Incorporation to change the name
of the Company to Healthy Extracts Inc.
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We
are recommending this action in order to more accurately reflect the core business being conducted by our subsidiaries in the health
industry. This action is more fully described in the Information Statement accompanying this Notice.
Under the rules of the
Securities and Exchange Commission, the above action cannot become effective until at least 20 days after the accompanying Information
Statement has been distributed to the stockholders of the Company.
This is not a notice of a special meeting
of stockholders and no stockholder meeting will be held to consider any matter that will be described herein.
By Order of the Board of Directors
Dated: September [Ÿ],
2020
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION STATEMENT
PURSUANT TO REGULATION 14C OF THE SECURITIES
EXCHANGE ACT OF 1934
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF
STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION
STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR VOTING STOCK. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT.
INTRODUCTION
This Information Statement
is being mailed or otherwise furnished to the holders of common stock, $0.001 par value per share (the “Common Stock”)
of Grey Cloak Tech Inc., a Nevada corporation (the “Company”) by the Board of Directors to notify them about
certain actions that the holders of a majority of the Company’s outstanding voting stock (the “Majority Stockholders”)
have taken by written consent, in lieu of a special meeting of the stockholders. The action was taken on September 18, 2017.
Copies of this Information
Statement are first being sent on or before October 7, 2020 to the holders of record on September 23, 2020 of the outstanding shares
of the Company’s Common Stock.
General Information
The Majority Stockholders
have approved the following action (the “Action”) by written consent dated September 18, 2020, in lieu of a
special meeting of the stockholders:
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2.
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An amendment to our Articles of Incorporation to change the name
of the Company to Healthy Extracts Inc.
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We have asked brokers and
other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held
of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Vote Required
The vote which was required
to approve the above Action was the affirmative vote of the holders of a majority of the Company’s voting stock.
Common Stock
Each holder of Common Stock
is entitled to one (1) vote for each share of Common Stock held. We have 299,887,410 issued and outstanding shares of Common Stock.
We are authorized to issue up to 2,500,000,000 shares of Common Stock.
Preferred Stock
We are authorized to issue
75,000,000 shares of preferred stock. No shares of preferred stock are issued or outstanding.
The
record date for purposes of determining the number of outstanding shares of voting stock of the Company, and for determining stockholders
entitled to vote, was the close of business on September 23, 2020 (the “Record Date”). As of the Record Date,
we had 299,887,410 shares of common stock issued and outstanding, all of which are fully paid
and nonassessable.
Transfer Agent
The transfer agent for our Common Stock is Vail Stock Transfer,
and their address is 3900 S. Hualapai Way, Suite 135, Las Vegas, NV 89147.
Vote Obtained - Section 78.320 Nevada
Revised Statutes
NRS
78.320 provides that the written consent of the holders of the outstanding shares of voting stock, having not less than the minimum
number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted, may be substituted for such a meeting.
In order to eliminate the
costs and management time involved in soliciting and obtaining proxies to approve the Action and in order to effectuate the Action
as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company
voted to utilize, and did in fact obtain, the written consent of the Majority Stockholders. The Majority Stockholders own in the
aggregate approximately 64% of the outstanding voting stock.
Pursuant to the NRS and
our bylaws, the Company is required to provide prompt notice of the taking of the corporate action without a meeting to the stockholders
of record who have not consented in writing to such action. This Information Statement serves as that notice.
DESCRIPTION OF SECURITIES
Our authorized capital
stock consists of 2,500,000,000 shares of common stock, par value $0.001 per share and 75,000,000 shares of preferred stock, par
value $0.001 per shares.
Common Stock
The holders of our common
stock (i) have equal ratable rights to dividends from funds legally available, therefore, when, as and if declared by our Board
of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption
or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders
may vote. Reference is made to the Company's Articles of Incorporation, By-laws and the applicable statutes of the State of
Nevada for a more complete description of the rights and liabilities of holders of the Company's securities.
Holders of shares of our
common stock do not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining shares will
not be able to elect any of our directors.
As of the date hereof,
we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion
of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general
economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in our business operations.
ACTION ONE
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
General
On
September 18, 2020, the Majority Shareholder of the Company approved by written consent, declared it advisable and in the Company’s
best interest, to amend the Company’s Articles of Incorporation, a copy of which is attached hereto as Exhibit
A (the “Amendment”), to change the name of the Company to Healthy Extracts
Inc. On September 18, 2020, the Board of Directors of the Company approved the Amendment.
Reasons for the Name Change
On February 4, 2019, the
Company acquired BergaMet NA, LLC, and on April 3, 2020, the Company acquired Ultimate Brain Nutrients, LLC, both of which operate
as wholly-owned subsidiaries. In order to more accurately reflect the focus of the Company in the health industry, the Majority
Shareholder and the Board of Directors of the Company believe it is in the best interest of the Company to change its name to Healthy
Extracts Inc.
INTEREST
OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS TO BE ACTED UPON
No
director or officer of the Company, or associate of any of the foregoing persons, has any substantial interest, directly or indirectly,
in the matter acted upon. None of our directors have informed us in writing that he intends to oppose any action to be taken
by the Company.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
The following table sets
forth, as of September 23, 2020, certain information with respect to the Company’s equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s
outstanding equity securities; and (iii) all Directors and Executive Officers as a group.
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Name and Address (1)
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Common
Stock Beneficial Ownership
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Percentage
of Common Stock Beneficial Ownership (2)
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Kevin “Duke” Pitts (3)(5)
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4,230,112
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1.40
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%
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William Bossung (3)(6)
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6,740,558
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2.23
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%
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Bill Croyle (3)(4)(7)
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863,670
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<1%
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Jay Decker
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194,406,834
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64.83
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%
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All Officers and Directors as a Group (3 Persons)
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11,834,340
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3.80
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%
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(1)
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Unless otherwise indicated, the address of the shareholder is c/o Grey Cloak Tech Inc.
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(2)
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Unless otherwise indicated, based on 299,887,410 shares of common stock issued and outstanding. Shares of common stock subject to convertible preferred stock and options or warrants currently exercisable, or exercisable or convertible within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.
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(3)
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Indicates one of our officers or directors.
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(4)
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Includes 663,670 shares of common stock held by BMJ Estate Matters, LLC, of which Mr. Croyle is the controlling party.
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(5)
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Includes options to acquire 2,000,000 shares of common stock at $0.05 per share.
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(6)
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Includes options to acquire 2,000,000 shares of common stock at $0.05 per share.
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(7)
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Includes options to acquire 200,000 shares of common stock at $0.05 per share.
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The issuer is not aware
of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class
of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.
There are no current arrangements
which will result in a change in control.
INTEREST OF CERTAIN PERSONS
No director, executive
officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the Amendment which is not shared by all other holders of the shares of Common Stock.
OTHER MATTERS
Expenses
We will bear all costs
related to this Information Statement. We will reimburse brokerage houses and other custodians, nominees, trustees and fiduciaries
representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding this Information Statement
to such beneficial owners.
Householding
We will deliver only one
copy of this Information Statement to multiple stockholders sharing an address unless we have received contrary instructions from
one or more of the stockholders. Furthermore, we undertake to deliver promptly, upon written or oral request, a separate copy of
this Information Statement to a stockholder at a shared address to which a single copy of this Information Statement is delivered.
A stockholder can notify us that the stockholder wishes to receive a separate copy of this Information Statement by contacting
us at: 10300 W. Charleston, Las Vegas, NV 89135, Attention: Investor Relations, or by calling (702) 201-6450. Conversely, if multiple
stockholders sharing an address receive multiple Information Statements and wish to receive only one, such stockholders can notify
us at the address or phone number set forth above.
WHERE YOU
CAN FIND MORE INFORMATION
Additional information
about us is contained in our periodic and current reports filed with the U.S. Securities and Exchange Commission (the “Commission”).
These reports, their accompanying exhibits and other documents filed with the Commission, may be inspected without charge at the
Public Reference Section of the Commission at 100 F Street, NE, Washington, DC 20549. Copies of such material may also be obtained
from the Commission at prescribed rates. The Commission also maintains a Web site that contains reports, proxy and information
statements and other information regarding public companies that file reports with the Commission. Copies of these reports may
be obtained from the Commission’s EDGAR archives at http://www.sec.gov/index.htm.
Incorporation by Reference – Financial
Disclosures
Our financial statements
and disclosures related thereto, and the description of our common stock, are incorporated herein by reference to our Annual Report
on Form 10-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 10, 2020.
By Order of the Board of Directors
Exhibit A
Amendment to the Articles of Incorporation
