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)
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[ __
] 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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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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aggregate value of transaction:
5) Total fee paid:
[ __
] 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 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
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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:
|
1. |
An
amendment to our Articles of Incorporation to change the name of
the Company to Healthy Extracts Inc. |
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:
|
2. |
An
amendment to our Articles of Incorporation to change the name of
the Company to Healthy Extracts Inc. |
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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William Bossung (3)(6) |
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6,740,558 |
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2.23 |
% |
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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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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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(1) |
Unless otherwise indicated, the
address of the shareholder is c/o Grey Cloak Tech Inc. |
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(2) |
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) |
Indicates one of our officers or
directors. |
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(4) |
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) |
Includes options to acquire 2,000,000
shares of common stock at $0.05 per share. |
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(6) |
Includes options to acquire 2,000,000
shares of common stock at $0.05 per share. |
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(7) |
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
