UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[_] Preliminary Information
Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive
Information Statement
CONSORTEUM
HOLDINGS, 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 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:
[_] Fee
paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(l) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
1870
The Exchange, Suite 230
Atlanta, Georgia 30339-2021
September 19, 2017
Dear Stockholder:
The enclosed Notice and Information Statement is being furnished
to the stockholders of Consorteum Holdings, Inc., a Nevada corporation (the “Company”), in connection with an increase
in the authorized number of shares of common stock available for issuance. Although the approval of the Company’s stockholders
is required to effect an increase in the authorized number of shares of common stock, a resolution authorizing the share increase
has been consented to in writing by the holders of more than 51 percent of our outstanding voting stock. Accordingly, it is not
necessarily for the Company to call a special meeting of stockholders to consider the increase in the authorized common stock available
for issuance, and your approval is not required and is not being sought.
We are proposing an increase in the authorized number of our
shares of common stock available for future issuance in order to have shares available for a variety of corporate purposes including
the conversion to common stock of outstanding convertible notes. Our Articles of Incorporation authorize us to issue up to 500,000,000
shares of common stock, par value $.001 per share, and 100,000,000 shares of preferred stock, par value $.001 per share, including
5,000,000 shares of Series A Preferred Stock, 15,000,000 shares of Series B Preferred Stock and 40,000,000 shares of Series C Preferred
Stock and we are proposing to increase the authorized common stock to 2,000,000,000 shares. We currently have 471,150,864 shares
of common stock outstanding and 23,172,184 shares reserved for issuance pursuant to outstanding options and warrants and 5,000,000
shares of Series A Preferred Stock, 6,000,000 shares of Series B Preferred Stock and no shares of Series C Preferred Stock outstanding.
We do not propose to increase our authorized preferred stock which will remain unchanged.
The Notice and Information Statement enclosed herewith provides
further information about the Company and the increase in the authorized number of shares of common stock available for issuance.
Please carefully read the enclosed document in its entirety.
You may also obtain other information about the Company from publicly available documents that have been filed or will be filed with the Securities and Exchange Commission.
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Sincerely,
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/s/ Craig Fielding
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Craig Fielding
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Chief Executive Officer
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1870
The Exchange, Suite 230
Atlanta, Georgia 30339-2021
NOTICE OF ACTION TO BE TAKEN BY
WRITTEN CONSENT OF STOCKHOLDERS IN LIEU
OF A SPECIAL MEETING
AND INFORMATION STATEMENT
This Notice of Action to be Taken by Stockholders in Lieu of
a Special Meeting and Information Statement (this “Information Statement”) is being mailed to stockholders of Consorteum
Holdings, Inc., a Nevada corporation (the “Company:’ “we,” “us” or “our”), in connection
with the approval by the holders of a majority of the Company’s outstanding voting stock of a resolution approving the increase
in our authorized common stock from 500,000,000 to 2,000,000,000 shares. We do not propose to increase our authorized preferred
stock which will remain unchanged. Stockholders holding an aggregate of more than 51 percent of our outstanding voting stock have
already consented in writing to the resolution authorizing the Company to effect an increase in our authorized common stock from
500,000,000 to 2,000,000,000 shares. Accordingly, pursuant to our Articles of Incorporation, bylaws and Section 78.320 of the Nevada
Revised Statutes, the Company will not call a special meeting of stockholders to consider the increase in the authorized common
stock available for issuance, and your vote is not being solicited.
The written consents that we have received from holders of more
than 51 percent of our outstanding voting stock authorize us to amend our Articles of Incorporation to increase the authorized
common stock to 2,000,000,000 shares at any time after 20 days from the date of this Information Statement.
This Information Statement is furnished to you solely for the
purpose of informing stockholders of this corporate action before it takes effect in the manner required under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). This Information Statement will also serve as written
notice to stockholders of such corporate action pursuant to the Nevada Revised Statutes.
This Information Statement was first sent or provided to holders
(other than the stockholders who have already provided their written consent as set forth above) of our outstanding common stock
and preferred stock on or about September 19, 2017.
The entire cost of furnishing this Information Statement will
be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of our common stock held of record by them and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
In some instances we may deliver only one copy of this Information
Statement to multiple stockholders sharing a common address. If requested by phone or in writing, we will promptly provide a separate
copy to a stockholder sharing an address with another stockholder. Requests by phone should be directed to our Chief Operating
Officer at (888) 603-5161, and requests in writing should be sent to Consorteum Holdings, Inc., Attention: Chief Operating Officer,1870
The Exchange, Suite 230, Atlanta, Georgia 30339-2021. Stockholders sharing an address who currently receive multiple copies and
wish to receive only a single copy should contact their broker or send a signed, written request to us at the above address.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
SHARE INCREASE
INTRODUCTION
Our Board of Directors unanimously approved an amendment to
our Articles of Incorporation approving the increase in our authorized common stock to 2,000,000,000 shares and submitted such
matter for stockholder approval. The number of shares of preferred stock that the Company is authorized to issue will remain unchanged
at 100,000,000 shares. The written consents that we have received from holders of more than 51 percent of our outstanding voting
stock authorize us to increase our authorized common stock from 500,000,000 to 2,000,000,000 shares at any time after 20 days from
the date of this Information Statement.
BACKGROUND AND PURPOSE OF THE INCREASE IN AUTHORIZED COMMON
SHARES
As of September 12, 2017, we had 471,150,864 shares
of common stock outstanding and 23,172,184 shares of common stock reserved for issuance pursuant to outstanding options and warrants
and 5,000,000 shares of Series A, 6,000,000 shares of Series B preferred stock and no shares of Series C preferred stock outstanding.
Our Articles of Incorporation authorize us to issue up to 600,000,000 shares of capital stock, including 500,000,000 shares of
common stock and 100,000,000 shares of preferred stock, including 5,000,000 shares of Series A Preferred Stock, 15,000,000 shares
of Series B Preferred Stock and 40,000,000 shares of Series C Preferred Stock. In order to increase our authorized shares of common
stock, our Board of Directors has unanimously adopted a resolution seeking stockholder approval authorizing the Board of Directors
to amend our Articles of Incorporation to effect an increase in the authorized number of shares of common stock.
Between July 11, 2008 and August 31, 2017, we issued convertible
notes aggregating approximately $12,311,634 (the “Company Notes”) to investors in our Company. These Company Notes
were issued in various tranches. Such Company Notes bear interest at interest rates ranging between 5% and 24% per annum payable
at maturity and mature between October 2010 and December 2017. The Company Notes had a principal balance at August 31, 2017
of $7,452,494 and accrued interest of $4,859,140 and are convertible at any time, at the option of the holder, at conversion prices
ranging from $0.008 to $0.05 per share.
On June 6, 2011, the Company entered into an asset purchase
agreement, as amended, with Media Exchange Group, Inc. (“MEXI”) pursuant to which the Company agreed to buy, transfer
and assign to the Company, and MEXI agreed to sell all of its rights, title and interests to, and agreements relating to, its
digital trading card business and platform to the Company, in exchange for the Company assuming an aggregate of approximately
$2.1 million of indebtedness of MEXI in accordance with the terms of that certain assignment and assumption agreement executed
on June 6, 2011. On July 14, 2011, the Company finalized the asset purchase agreement with MEXI and, in connection
therewith assumed convertible notes of MEXI (the “MEXI Notes” and, together with the Company Notes, the “Convertible
Notes”). The MEXI Notes had a principal balance at August 31, 2017 of $1,040,652 and accrued interest of $516,922 and
are convertible at a range of conversion prices into an aggregate of approximately 97,121,900 shares of our common stock.
The MEXI Notes and the Company Notes together are convertible into an aggregate of approximately 532,899,512 shares of our common
stock.
As of September 12, 2017, the Company had 471,150,864
shares of common stock issued and outstanding and 23,172,184 shares of common stock reserved for issuance pursuant to outstanding
options and warrants and only 500,000,000 shares of common stock authorized for issuance leaving only 5,676,952 shares of common
stock authorized and available for issuance. Accordingly, the Company did not have sufficient authorized but unissued common shares
available to issue an aggregate of approximately 532,899,512 shares of common shares to the holders of the Company Notes and the
MEXI Notes (collectively, the “Convertible Noteholders”). Therefore, our Board of Directors believes that it is necessary
for the Company to implement the share increase in order that the Company has additional authorized shares of common stock available
to fulfill its obligations under the Convertible Notes.
Holders of more than 51 percent of our outstanding voting stock
have consented in writing to the share increase. The resolution consented to by these stockholders authorizes us to effect the
share increase at any time after 20 days from the date of this Information Statement. Shortly thereafter, we will issue an aggregate
of approximately 532,899,512 shares of our common stock to the Convertible Noteholders.
Following the effective time of the increase in the authorized
shares of common stock and after the issuance of the approximately 532,899,512 shares to the Convertible Noteholders, the Convertible
Noteholders will own approximately 52% of our outstanding common stock.
INTEREST OF CERTAIN PERSONS IN FAVOR OF OR OPPOSITION TO MATTERS
ACTED UPON
None of the directors or executive officers of the Company has
any substantial interest resulting from the share increase, except that one of our directors and executive officers holds a Convertible
Note convertible into approximately 17,231,521 shares of our common stock.
PURPOSE AND EFFECT OF INCREASING THE AUTHORIZED SHARES OF COMMON
STOCK
We intend to raise additional capital through private placements
of our equity securities, an equity line of credit or a rights offering. Nevertheless, the terms of any such financing transactions
are still undetermined and there can be no assurance that we will conclude any such financing.
To date, we have not engaged in any definitive negotiations
with potential investors or lenders regarding any private placement of our equity securities, equity line of credit or rights
offering. However, the Company is currently actively speaking and holding preliminary negotiations with various capital, equity
and debt financing firms for the purposes of establishing sufficient working capital to accomplish its strategic objectives and
hopes to consummate one or more financing transactions before year end although there can be no assurance that it will do so
.
The proceeds from any such financing will be used primarily to provide us with working
capital. If we are able to successfully negotiate a private placement of equity or equity-related securities or an equity line
of credit, the transaction would likely involve the issuance, or potential issuance in the case of convertible securities,
of at least 10 million shares of our common stock. Accordingly, any such financing transaction will generally have the effect
of diluting the interests of existing stockholders.
The Certificate of Amendment to our Articles of Incorporation
retains the authorization of the existing 100,000,000 shares of preferred stock, par value $0.001 per share, and increases the
number of authorized shares of common stock to 2,000,000,000. The Board of Directors had and will continue to be given the authority
to determine the terms of any preferred stock, including dividend rates, conversion prices, voting rights, redemption prices, maturity
dates and other rights and preferences. No further authorization by holders of the common stock needs to be obtained for the issuance
of any preferred stock.
The Board of Directors believes that the increased authorized
common stock, and retaining the existing preferred stock, is desirable to allow for greater flexibility in the issuance of stock,
including, without limitation, in connection with acquisitions, raising capital, stock dividends or splits, and providing equity
incentives to employees, officers and directors in most cases without the expense or delay of seeking further approval from the
Company’s stockholders. The Board of Directors believes that having additional authorized capital stock will allow our Company
to pursue sources of financing which will be in our best interests and in the best interests of our stockholders.
The terms of the additional shares of common stock will be identical
to those of the currently outstanding shares of common stock. The relative rights and limitations of the shares of common stock
will remain unchanged. The creation of additional shares of authorized common stock will not alter the current number of issued
shares of common stock. Each stockholder will hold the same percentage of common stock outstanding immediately after the share
increase as such stockholder did immediately prior to the share increase (subject to dilution thereafter for the issuance of an
aggregate of approximately 532,899,512 shares of common stock to the Convertible Noteholders).
The authorization to issue more shares than currently authorized
will not materially affect any substantive rights, powers or privileges of the holders of our common stock. Common stockholders
are entitled to one vote per share on all matters submitted to the stockholders and do not have cumulative voting rights or pre-emptive
rights to acquire or subscribe for or purchase any additional shares of any class of capital stock. Authorized but unissued shares
of common stock may be issued at such times, for such purposes and for such consideration as the Board of Directors may determine
to be appropriate without further authority from the Company’s stockholders, except as otherwise required by applicable corporate
law or stock exchange policies and regulation.
To the extent that additional authorized shares of common stock
are issued in the future, such issuance may have a dilutive effect on the earnings per share, relative ownership percentage, and
voting power of existing stockholders, and may adversely affect the market price for the common stock.
We do not have any current plans to issue shares of our preferred
stock. Although no offering of preferred stock is contemplated in the proximate future, the Board of Directors believes that it
is desirable to have shares of preferred stock available for issuance. Shares of preferred stock could be used as a means to obtain
additional financing for our Company. The terms of the preferred stock could be negotiated on a transaction-by-transaction basis.
Holders of more than 51 percent of our outstanding voting stock
have consented in writing to the increase in the authorized number of shares of common stock that we can issue. The resolution
consented to by these stockholders authorizes us to effect the share increase at any time after 20 days from the date of this Information
Statement.
PROCEDURE TO EFFECT THE SHARE INCREASE
In order to effect the share increase, we will file a Certificate
of Amendment to our Articles of Incorporation (“Amendment”) with the Secretary of State of the State of Nevada to amend
our existing Articles of Incorporation. The share increase will become effective at the time specified in the Amendment, which
is referred to below as the “effective time.” The text of the Amendment to effect the share increase will be in substantially
the form attached hereto as EXHIBIT A. The Amendment has received the unanimous approval of our Board of Directors and has also
been approved by a majority of our voting stockholders. The text of the form of Amendment attached hereto is subject to modification
to include such changes as may be required by the office of the Secretary of State of the State of Nevada and as the Board of Directors
deems necessarily and advisable to effect the share increase, including the insertion of the effective time determined by the Board
of Directors.
As soon as practicable after the effective time, stockholders
will be notified that the share increase has been effected through the issuance of a press release and the filing of a Current
Report on Form 8-K with the Securities and Exchange Commission (the “SEC”).
POTENTIAL ANTI-TAKEOVER EFFECT
The increase in the number of authorized shares of capital stock
could enable the Board of Directors to render more difficult or discourage an attempt by another person or entity to obtain control
of us. While it is possible that management could use the additional unissued authorized shares to resist or frustrate a third-party
transaction providing an above-market premium that is favored by a majority of the independent stockholders, the Board of Directors
has no present intention or plan to employ the additional unissued authorized shares as an anti-takeover device. The Board of Directors
does not view the increase of the authorized capital stock as part of an “anti-takeover” strategy. The Board of Directors
is not advancing the increase of authorized capital stock as a result of any known effort by any party to obtain control of the
Company.
Our Articles of Incorporation and bylaws do not contain any
provisions having an anti-takeover effect, except that our Articles of Incorporation authorizes the issuance of 100,000,000 shares
of preferred stock. We currently have Series A, Series B and Series C preferred stock authorized, and 5,000,000 shares of Series
A preferred, 6,000,000 shares of Series B preferred and no shares of Series C preferred are issued and outstanding. Each share
of Series A Preferred Stock entitles its holder to 200 votes on each matter submitted to the stockholders. See “Outstanding
Shares and Voting Rights.” Our Board of Directors retains the power to authorize and issue preferred shares in series and
to establish their terms. Our preferred stock may rank prior to the common stock as to dividend rights, liquidation preference
or both, may have full or limited voting rights and may be convertible into shares of our common stock. Accordingly, the issuance
of shares of preferred stock may discourage bids for our common stock or may otherwise adversely affect the market price of our
common stock. Preferred stock could also render more difficult, or discourage, a merger, tender offer or proxy contest relative
to us, and make the removal of incumbent management more difficult. None of these provisions will be affected by the share increase.
Our Board of Directors has no present intention to issue preferred stock for such purposes. Further, there are no arrangements,
known to us, the operation of which may at a subsequent date result in a change of control of the Company.
NO PRE-EMPTIVE RIGHTS
Holders of common and preferred stock of the Company do not
have any pre-emptive or similar rights to acquire or subscribe for or purchase any additional shares of any class of capital stock
that may be issued in the future and, therefore, future issuances of common stock may, depending on the circumstances, have a dilutive
effect on the earnings per share, voting power and other interests of existing stockholders.
NO DISSENTERS’ RIGHTS
Our stockholders are not entitled to dissenters’ or appraisal
rights with respect to the increase in our authorized common stock under the Nevada Revised Statutes or our Articles of Incorporation,
and we will not independently provide stockholders with any such right.
OUTSTANDING SHARES AND VOTING RIGHTS
As of September 12, 2017, the Company’s authorized capitalization
consisted of 500,000,000 shares of common stock, of which 471,150,864 shares were issued and outstanding and 23,172,184 shares
were reserved for issuance pursuant to outstanding options and warrants, and 100,000,000 shares of preferred stock, including 5,000,000
shares of Series A Preferred Stock, 15,000,000 shares of Series B Preferred Stock and 40,000,000 shares of Series C Preferred Stock,
of which 5,000,000 shares of Series A Preferred Stock, 6,000,000 shares of Series B Preferred Stock and no shares of Series C Preferred
Stock were issued and outstanding.
Each share of common stock entitles its holder to one vote on
each matter submitted to the stockholders while each share of Series A Preferred Stock entitles its holder to 200 votes on each
matter submitted to the stockholders and each share of Series B Preferred Stock and Series C Preferred Stock entitles its holder
to one vote on each matter submitted to the stockholders. Shares of common stock, Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock vote as one class. Since stockholders holding Series A Preferred Stock representing at least
a majority of the votes of all outstanding shares of capital stock as of September 1, 2017 have voted in favor of the share increase
by majority written consent dated September 1, 2017, and have sufficient voting power to approve such proposal through their ownership
of capital stock, no stockholder consents will be solicited in connection with this Information Statement.
STOCKHOLDER APPROVAL
The approval by the holders of a majority of the Company’s
outstanding voting stock of resolutions approving the increase in our authorized common stock from 500,000,000 to 2,000,000,000
shares is required. Stockholders holding an aggregate of more than 51 percent of our outstanding voting stock have already consented
in writing to resolutions authorizing the Company to increase in our authorized common stock from 500,000,000 to 2,000,000,000
shares. Accordingly, pursuant to our Articles of Incorporation, bylaws and the Nevada Revised Statutes, the Company will not call
a special meeting of stockholders to consider the increase in the authorized common stock to 2,000,000,000 shares, and your vote
is not being solicited. The resolutions consented to by our majority stockholders authorize us to effect the share increase at
any time after 20 days from the date of this Information Statement. The Company anticipates that the actions contemplated herein
with respect to the share increase will be effected at 12:01 a.m. on October 10, 2017.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of the our common stock as of September 12, 2017, by (i) each person known by us to be the beneficial
owner of more than five (5) percent of the outstanding common stock, (ii) each director, (iii) each executive officer,
and (iv) all executive officers and directors as a group. The number of shares beneficially owned is determined under rules promulgated
by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those 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 of September 12, 2017, through the exercise or
conversion of any stock option, convertible security, warrant or other right. Including those shares in the tables does not, however,
constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise
indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that
person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Name and Address of
Beneficial Owner
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Amount
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Percentage
of Class
Ownership (2)
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Craig A. Fielding
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88,759,999 common shares
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18.2
%(1)(2)
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6-14845 Yonge Street, Suite 348
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Aurora, Ontario,
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Canada L4G 6H8
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Patrick Shuster
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37,231,521 common shares(3)
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7.6
%(1)(2)
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1870 The Exchange, Suite 100
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Atlanta, GA 30339
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OFFICERS AND DIRECTORS AS A GROUP (2 persons)
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125,991,520 common shares
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25.8
%(1)(2)
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(1)
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The amount includes shares
owned of record and beneficially by each of our directors and executive officers as at September 12, 2017.
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(2)
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Based on 471,150,864 shares of our common stock
issued and outstanding as at September 12, 2017 as well as 17,231,521 shares of our common stock issuable to one of our directors
and executive officers pursuant to a convertible promissory note shown above. In addition, for purposes of this calculation,
the percentages of ownership are calculated assuming that, with the exception of 17,231,521 shares of our common stock issuable
to one of our directors and executive officers pursuant to a convertible promissory note shown above, no additional shares
of our common stock have been or will be issued to the holders of our convertible promissory notes within 60 days of September
12, 2017.
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(3)
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Mr. Shuster is the record owner of 20,000,000 shares of our common stock and the
beneficial owner of 17,231,521 share of our common stock that may be issuable to him upon conversion of a Convertible Note
held by him.
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AD
DITIONAL
INFORMATION
We have filed annual, quarterly and current reports, proxy
statements and other information with the SEC. In June 2015, facing severe capital constraints and unable to access additional
capital, the Company was unable to satisfy significant payables due to third parties for work performed for the Company and to
retain the necessary advisors to prepare and complete the financial reports required by the Exchange Act and the rules and regulations
of the SEC. Due to these constraints, the Company was unable to prepare and file the required reports with the SEC under Sections
13(a) of the Exchange Act commencing with the Annual Report on Form 10-K for the fiscal year ended June 30, 2015. The Company
has recently re-engaged independent certified public accountants to audit its financial statements for the fiscal years ended
June 30, 2015, June 30, 2016 and June 30, 2017 which it reported in a Current Report on Form 8-K and intends to file a Comprehensive
Annual Report on Form 10-K for the fiscal years ended June 30, 2015, June 30, 2016 and June 30, 2017 which we intend to file with
the SEC before the due date for the filing with the SEC of our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.
This Information Statement should be read in conjunction with certain reports that we previously filed with the SEC, including
our Annual Report on Form l0-K for the fiscal year ended June 30, 2014, Quarterly Reports on Form 10-Q for the quarterly periods
ended September 30, 2014, December 31, 2014 and March 31, 2015 and Current Report on Form 8-K filed on August 29, 2017 with the
SEC, as well as our Comprehensive Annual Report on Form 10-K for the fiscal years ended June 30, 2015, June 30, 2016 and June
30, 2017 which we intend to file with the SEC before the due date for the filing with the SEC of our Annual Report on Form 10-K
for the fiscal year ended June 30, 2017, for financial and other information about us.
You may read and copy any reports statements or other information
we file at the SEC’s public reference rooms at 100 F Street, N.E. in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document
retrieval services and at the internet website maintained by the SEC at: http://www.sec.gov.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED
IN THIS INFORMATION STATEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED
OR INCORPORATED IN THIS INFORMATION STATEMENT. THIS INFORMATION STATEMENT IS DATED SEPTEMBER 19, 2017. YOU SHOULD NOT ASSUME THAT
THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN SUCH DATE, AND THE MAILING OF THIS
INFORMATION STATEMENT TO STOCKHOLDERS SHALL NOT CREATE ANY IMPLICATION TO THE CONTRARY.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
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By
order of the Board of Directors
/s/ Craig Fielding
Craig Fielding
Chief Executive
Officer
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September 19, 2017
Exhibit A
: Certificate of Amendment to Articles of
Incorporation
EXHIBIT A
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Articles
of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 -
After Issuance of Stock)
1. Name of corporation:
CONSORTEUM
HOLDINGS, INC.
2. The articles have been amended as follows: (provide article
numbers, if available)
Article 3 is amended as follows:
ARTICLE 3. The corporation shall have authority to issue Two
Billion One Hundred Million (2,100,000,000) shares of capital stock. The Two Billion, One Hundred Million (2,100,000,000) shares
of capital stock which the corporation shall have authority to issue shall be divided as follows: One Hundred Million (100,000,000)
Preferred Shares, having a par value of one tenth of one cent ($0.001) per share, and Two Billion (2,000,000,000) Common Shares,
having a par value of one tenth of one cent ($0.001) per share.
Except as hereinabove amended, the remainder of Article 3 shall
remain the same.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power
as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation*
have voted in favor of the amendment is:
78%.
4. Effective date and time of filing: (optional)
(must not be later than 90 days after the certificate is filed)
12:01 am on October 10, 2017
5. Signature: (required)
X
Signature of Officer
*If any proposed amendment would 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 affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include
any of the above information and submit with the proper fees may cause this filing to be rejected.