Proxy Statement - Other Information (preliminary) (pre 14c)

Date : 09/27/2018 @ 11:09AM
Source : Edgar (US Regulatory)
Stock : All For One Media Corporation (QB) (AFOM)
Quote : 0.0102  -0.0001 (-0.97%) @ 9:07PM

Proxy Statement - Other Information (preliminary) (pre 14c)

 

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 14c-5(d)(2))

o

Definitive Information Statement

 

ALL FOR ONE MEDIA CORP.

(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.

 

1)

Title of each class of securities to which transaction applies:

 

2)

Aggregate number of securities to which transaction applies:

 

3)

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):

 

4)

Proposed maximum aggregate value of transaction:

 

5)

Total fee paid:

 

o

Fee paid previously with preliminary materials.

 

o

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.

 

1)

Amount Previously Paid:

 

2)

Form, Schedule or Registration Statement No:

 

3)

Filing Party:

 

4)

Date Filed:

 

 
 
 
 

THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF ALL FOR ONE MEDIA CORP.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

 

All For One Media Corp.

236 Sarles Street

Mt. Kisco, New York

 

INFORMATION STATEMENT

(Preliminary)

 

September ___, 2018

 

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

 

GENERAL INFORMATION

 

To the Holders of Common Stock of All For One Media Corp.

 

This notice and the accompanying Information Statement are being distributed to the holders of record (the “ Shareholders ”) of the voting capital stock of All For One Media Corp., a Utah corporation (the “ Company ”), as of the close of business on September 26, 2018 (the “ Record Date ”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the notice requirements of the Utah Revised Business Corporation Act (“ URBCA ”). The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the “ Board ”) and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of the Record Date (the “ Written Consent ”). The Written Consent approved the following actions:

 

 

·

The increase in the number of authorized shares of Common Stock from seven hundred million (700,000,000) shares of Common Stock to one billion five hundred million (1,500,000,000) shares of Common Stock (the “ Authorized Share Increase ”). The 5,000,000 authorized preferred shares of the Company shall remain the same.

 

The Written Consent is the only shareholder approval required to effect the Corporate Actions under URBCA, our Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent or proxy in connection with the Corporate Actions. The Corporate Actions, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders. 

 

We will mail the Notice of Stockholder Action by Written Consent to the Shareholders on or about October 6, 2018.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

 

The Board believes the Authorized Share Increase is necessary and advisable in order for the Company to maintain the Company’s financing and capital raising ability.

 

Accordingly, it is the Board’s opinion that the Authorized Share Increase will better position the Company to continue and/or expand operations. 

 

INTRODUCTION

 

Section 16-10a-704 of the URBCA provides that the written consent of the holders of outstanding shares of voting capital 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 can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. The URBCA, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to a company.

 

In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about October 6, 2018.

 

This Information Statement contains a brief summary of the material aspects of the Authorized Share Increase approved by the Board of All For One Media Corp. (the “ Company, ” “ we ,” “ our ,” or “ us ”) and the Majority Shareholders which hold a majority of the voting capital stock of the Company.

 

 
2
 
 

 

Preferred and Common Stock

 

As of September 26, 2018, there were issued and outstanding and issuable (i) 50,475,214 shares of Common Stock, and (ii) 51 shares of Series A Preferred Stock. Pursuant to Section 16-10a-704 of the URBCA, at least a majority of the common voting equity of the Company, or at least 51,504,191 votes (out of 103,008,382 total votes comprised of 50,475,214 Common Stock votes and 52,533,168 Series A Preferred Stock), are required to approve the Authorized Share Increase by written consent. The Majority Stockholder, who holds in the aggregate 8,911,886 shares of Common Stock, and 51 shares of Series A Preferred Stock (approximately 59.65% of the voting equity of the Company), has voted in favor of the Authorized Share Increase thereby satisfying the requirement under Section 16-10a-704 of the URBCA that at least a majority of the voting equity vote in favor of a corporate action by written consent.

 

In July 2017, the Board of Directors of the Company designated 51 shares of its Series A Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock has no rights to receive dividends. Each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (“Numerator”) divided by (y) 0.49 minus (z) the Numerator. The Series A Preferred Stock does not convert into equity of the Company. The Series A Preferred Stock does not contain any redemption provision and shall have no liquidation preference.

 

The following table sets forth the name of the Majority Stockholder, the number of shares of Series A Preferred Stock held by the Majority Stockholder, the total number of votes that the Majority Stockholder voted in favor of the Authorized Share Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.

 

Name of

Majority Stockholder

 

Number of Series A Preferred Stock held

 

 

Number of Shares of Common Stock held and votes in favor

 

 

Number of Votes held by such Stockholder

 

 

Number of Votes that Voted

in favor of the Actions

 

 

Percentage of the Voting Equity

that Voted in favor of the Action (1)

 

Brian Lukow

 

 

51

 

 

 

8,911,886

 

 

 

61,445,054

 

 

 

61,445,054

 

 

 

59.65 %

Total

 

 

51

 

 

 

8,911,886

 

 

 

61,445,054

 

 

 

61,445,054

 

 

 

59.65 %

______________ 

(1)     Based on 50,475,214 shares of Common Stock and 51 shares of Series C Preferred Stock considered issued and outstanding as of September 26, 2018, which are the only classes of the Company’s voting securities.

 

ACTIONS TO BE TAKEN

 

The Authorized Share Increase will become effective on the date that we file the Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “ Amendment ”) with the Secretary of State of the State of Utah. We intend to file the Amendment with the Secretary of State of the State of Utah promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.

 

  INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

 

GENERAL

 

The number of authorized shares of our Common Stock will be increased from seven hundred million (700,000,000) shares of Common Stock to one billion five hundred million (1,500,000,000) shares of Common Stock (the “ Authorized Share Increase ”). The five million shares of Preferred Stock authorized shall remain authorized.

 

PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES

 

The Board believes the Authorized Share Increase is necessary and advisable in order to maintain our financing and capital raising ability. The additional shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion of Company debt into equity, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, and business combinations and investments. The Company has no other plans for the use of the additional shares of Common Stock.

 

The increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.

 

 
3
 
 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table lists, as of September 26, 2018, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership‚ concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 50,475,214 shares of our common stock issued and outstanding and 51 shares of our Series A Preferred Stock issued and outstanding as of September 26, 2018. We do not have any outstanding options, or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o All for One Media Corp., 236 Sarles Street, Mt. Kisco, New York 10549.

 

Name and Address of Beneficial Owner

 

Title of Class

 

Amount and Nature of Beneficial Ownership (1)

 

 

Percent of Class (2)

 

Brian Lukow (3)

 

Common Stock

 

 

3,710,386

 

 

 

7.35 %

 

 

Preferred Stock

 

 

51

 

 

 

100 %

Brian Gold (4)

 

Common Stock

 

 

3,124,580

 

 

 

6.19 %

Aimee Ventura O’Brien (5)

 

Common Stock

 

 

1,426,580

 

 

 

2.88 %

Directors and Officers as a Group

 

 

 

 

8,261,546

 

 

 

16.42 %

Crazy for the Boys, LLC (6)(7)

 

Common Stock

 

 

5,201,500

 

 

 

10.305 %

___________

 1.

The number and percentage of shares beneficially owned is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

2.

Based on 50,475,214 issued and outstanding shares of common stock as of September 26, 2018.

3.

Brian Lukow is a director and the Company’s President. Mr. Lukow’s ownership includes his interests in Crazy for the Boys, LLC. Mr. Lukow owns 51 shares of preferred stock with voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (x) the Numerator. These preferred shares give Mr. Lukow majority voting rights.

4.

Brian Gold is a director of the Company. Mr. Gold’s ownership includes his interests in Crazy for the Boys, LLC.

5.

Aimee Ventura O’Brien is a director and the Company’s Secretary.

6.

Brian Lukow, the Company’s President and director is the managing member of Crazy for the Boys, LLC and owns approximately 17% of CFTB. Brian Gold, a director of the Company, owns approximately 20% of CFTB.

 

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

 

 
4
 
 

 

ADDITIONAL INFORMATION

 

We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “ SEC ”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.

 

The following documents, as filed with the SEC by the Company, are incorporated herein by reference:

 

 

(1)

Quarterly Report on Form 10-Q for the three months ended June 30, 2018 filed on August 14, 2018;

(2)

Registration Statement on Form 10-12G/A filed on January 27, 2017; and

 

(3)

Annual Report on Form 10-K for the year ended September 30, 2017 filed on January 16, 2018.

 

You may request a copy of these filings, at no cost, by writing All For One Media Corp., at 236 Sarles Street, Mt. Kisco, New York 10549, or telephoning the Company at (914) 574-6174. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.

 

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

 

If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 236 Sarles Street, Mt. Kisco, New York 10549, or telephoning the Company at (914) 574-6174.

 

If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.

 

This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.

 

By Order of the Board of Directors

 

/s/ Brian Lukow                                                    

Chief Executive Officer

 

Dated: September 26, 2018

 

 
5

 

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