INFORMATION
STATEMENT
INFORMATION
STATEMENT REGARDING ACTION TO BE TAKEN BY WRITTEN CONSENT OF A MAJORITY OF SHAREHOLDERS
IN
LIEU OF A SPECIAL MEETING
PURSUANT
TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
This
Information Statement is furnished to the stockholders of NuState Energy Holdings, Inc. (the “Company”) in connection
with our prior receipt of approval by written consents, in lieu of a special meeting, of the holders of a majority of our outstanding
voting power authorizing the board of directors (the “Board”) of the Company to effect a reverse stock split of the
issued and outstanding common stock of the Company; and to amend our Amended and Restated Articles of Incorporation to change
the name of the Company to Visium Technologies, Inc.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
`REQUESTED
NOT TO SEND US A PROXY
Dear
Shareholder:
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.0001 per share
(“Common Stock”), of NuState Energy Holdings, Inc., a Florida corporation (the “Company”), pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule
14C thereunder, in connection with the approval of the actions described below taken by unanimous written consent of the board
of directors of the Company and by written consent of the holders of a majority of the voting power of the issued and outstanding
capital stock of the Company:
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(i)
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an
amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our Common Stock by a ratio
of three thousand-for-one (3,000:1), and to authorize our board of directors to implement the reverse stock split by filing
an amendment to our Amended and Restated Articles of Incorporation (the “Reverse Stock Split”); and
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(ii)
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an
amendment to our Amended and Restated Articles of Incorporation to change the name of the Company to
Visium Technologies,
Inc.
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(ii)
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an
amendment to our Amended and Restated Articles of Incorporation to designate Series AA Convertible Preferred Stock which provides
that the Holder shall vote on all matters as a class with the holders of the Company’s Common Stock and shall be entitled
to 51% of the common votes on any matters requiring a shareholder vote of the Company.
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Under
Section 607.0704 of the Florida Business Corporation Act (“FBCA”), our Amended and Restated Articles of Incorporation
and our By-laws, shareholder action may be taken by written consent without a meeting of shareholders. By written consent without
a meeting effective February 28, 2018, the holders of a majority of the voting power of the outstanding shares of our Common Stock
on such date approved the foregoing Reverse Stock Split. The discretionary authority of our Board to conduct a Reverse Stock Split
in 2018 will each become effective upon filing of such applicable amendments with the Florida Secretary of State. Holders of our
Common Stock do not have appraisal or dissenter’s rights under Florida Law in connection with the matters approved by the
shareholders in this Information Statement. This Notice of Action by Written Consent and Information statement also constitutes
notice to you under Section 607.0704 of the FBCA of the actions taken by written consent by the holders of a majority of our outstanding
common stock, without a meeting of shareholders.
FORWARD
LOOKING STATEMENTS
This
Information Statement and other reports that the Company files with the U.S. Securities and Exchange Commission (the “SEC”)
contain forward-looking statements about the Company’s business containing the words “believes,” “anticipates,”
“expects” and words of similar import. These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause actual results or performance to be materially different from the results or performance anticipated
or implied by such forward-looking statements. Given these uncertainties, stockholders are cautioned not to place undue reliance
on forward-looking statements. Except as specified in SEC regulations, the Company has no duty to publicly release information
that updates the forward-looking statements contained in this Information Statement. An investment in the Company involves numerous
risks and uncertainties, including those described elsewhere in this Information Statement. Additional risks will be disclosed
from time-to-time in future SEC filings.
On
February 28, 2018, the board of directors of the Company and the holders of a majority of the voting power of the issued and outstanding
capital stock of the Company consented in writing to:
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(i)
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reverse
the Common stock by a ratio of three thousand for one (3,000:1). The board of directors is authorized to implement the reverse
stock split. The reverse stock split will adjust the issued and outstanding Common shares of the company from 4,457,466,476
Common Shares to a total of 1,485,822 Common Shares. This action will have no effect on the number of Authorized common shares
of the Company; and to
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(ii)
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change
the name of the Company to Visium Technologies, Inc.
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(iii)
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amendment
our Amended and Restated Articles of Incorporation to designate Series AA Convertible Preferred Stock which provides that
the Holder shall vote on all matters as a class with the holders of the Company’s Common Stock and shall be entitled
to 51% of the common votes on any matters requiring a shareholder vote of the Company.
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REVERSE
STOCK SPLIT OF OUTSTANDING COMMON STOCK
As
of the Record Date, we had 4,457,466,476 shares of our common stock issued and outstanding. Our Board unanimously proposed that
our outstanding common stock be reversed at a ratio of 3,000:1 subject to stockholder approval. The final amount of outstanding
common stock after the Reverse Stock Split shall be determined after any fractional shares are rounded up to one share. The Company
intends that there will not be a mandatory exchange of certificates; rather, new certificates will be provided in the ordinary
course of business.
The
Reverse Stock Split will become effective on such date as will be determined by the Board and market regulations, which we will
refer to as the “effective date.” Beginning on the effective date, each certificate representing pre-split shares
will be deemed for all corporate purposes to evidence ownership of post-split shares.
Stockholder
approval to affect the Reverse Stock Split was obtained by written consent of eight stockholders holding a majority of our issued
and outstanding common stock and was completed by February 28, 2018. Our Series A and Series B preferred stock have no voting
rights.
Purpose
and Effect of the Reverse Stock Split
The
purpose of the proposed Reverse Stock Split is expected to provide the Company with sufficient flexibility to take advantage of
corporate opportunities and/or financings should the opportunities arise; or to raise the market price of our common stock in
order to qualify our common stock to be quoted on a higher or on a listed exchange. Without the Reverse Stock Split, we might
not have a sufficient number of authorized common stock to engage in these types of transactions and if we were to merely increase
the number of our authorized common stock management is concerned that the number of our issued and outstanding common stock following
any such transaction might be excessive, given our current financial condition.
Under
economic theory, and as experience shows, the market price of our common stock should rise in an inverse amount to the ratio of
the Reverse Stock Split. However, the market price of our common stock is also based on factors that may be unrelated to the number
of shares outstanding. These factors include our performance, general economic and market conditions and other factors; many of
which are beyond our control. Accordingly, following the initial expected rise following the implementation of the Reverse Stock
Split, the market price of our stock may fall resulting in a loss of net value to your portfolio.
The
liquidity of our common stock may be adversely affected by the reduced number of freely trading shares outstanding after the Reverse
Stock Split. In addition, the split will increase the number of stockholders who own odd-lots. An odd-lot is fewer than 100 shares.
Such stockholders may experience an increase in the cost of selling their shares and may have greater difficulty in completing
sales.
The
Reverse Stock Split will not affect the $0.0001 par value of our common stock. As a result, on the effective date of any such
implementation, the stated capital on our balance sheet attributable to our common stock will be reduced in proportion with the
exchange ratio for the Reverse Stock Split and our additional paid-in capital account will be credited with the amount by which
the stated capital is reduced. These accounting entries will have no impact on total shareholders’ equity. All share and
per share information will be retroactively adjusted following the effective date to reflect the Reverse Stock Split for all periods
presented in future filings.
The
availability of additional authorized shares of common stock will allow our Board to issue shares for corporate purposes, if appropriate
opportunities should arise, without further action by the stockholders or the time delay involved in obtaining stockholder approval
(except to the extent that approval is otherwise required by applicable law). Such purposes could include meeting requirements
for capital expenditures or working capital or, depending on the market conditions, effecting future acquisitions of other businesses
through the issuance of shares of common stock or to raise sufficient additional capital to qualify to have our common stock quoted
on s higher or listed exchange.
Because
the Reverse Stock Split will result in an increased number of authorized but unissued shares of our common stock, it may be construed
as having an anti-takeover effect. Although the Reverse Stock Split will not be implemented for this purpose, in the future the
Board could, subject to its fiduciary duties and applicable law, use the increased number of authorized but unissued shares to
frustrate persons seeking to take over or otherwise gain control of us, for example, by privately placing shares with purchasers
who might side with our Board in opposing a hostile takeover bid. Shares of common stock could also be issued to a holder that
would thereafter have sufficient voting power to assure that any proposal to amend or repeal certain provisions of our Articles
of Incorporation would not receive the requisite vote. Such uses of our common stock could render more difficult, or discourage,
an attempt to acquire control of our Company if the Board opposed such transactions.
The
Reverse Stock Split will have the following effects upon our common stock:
On
the Record Date the Company had 4,457,466,476 shares of our common stock issued and validly outstanding and does not have any
outstanding options or warrants.
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The
number of shares of common stock we are authorized to issue will remain at 10,000,000,000; and
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The
$0.0001 par value of our common stock will remain the same.
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After
the effective date of the Reverse Stock Split (as will be determined in the discretion of our Board and the Financial Industry
Regulatory Authority (“FINRA”) regulations), ea ch stockholder will own a reduced number of shares of our common stock,
but will hold the same percentage of the outstanding shares as such stockholder held prior to the effective date. The Reverse
Stock Split will not change any of the rights of the stockholders of our common stock. The new shares will have the same voting
rights and rights to dividends and distributions and will be identical in all other respects to the shares of our common stock
that were issued prior to the Reverse Stock Split. Each stockholder’s percentage ownership will not be altered as a result
of the Reverse Stock Split, but each stockholder will incur dilution, which may be substantial, as a result of future corporate
issuances of available shares as a result of the Reverse Stock Split. The shares of our common stock to be issued following the
Reverse Stock Split will be fully paid and non-assessable.
The
following table sets forth the effects of the Reverse Split on our outstanding and authorized capital:
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Common Stock
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Authorized but
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Outstanding
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Authorized
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Unissued and
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Outstanding
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Preferred
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Authorized
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Preferred
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Authorized
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Available for
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Common Stock
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Stock (1)
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Common Stock
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Stock
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Capital Stock
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Future Issuance
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Current
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4,457,466,476
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13,759
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10,000,000,000
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100,000,000
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10,100,000,000
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5,542,533,524
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One for 3,000
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1,485,822
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13,759
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10,000,000,000
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100,000,000
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10,100,000,000
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9,998,514,178
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The
Company’s transfer agent, Madison Stock Transfer, Inc., will act as exchange agent for purposes of implementing the exchange
of stock certificates. There will be no mandatory exchange of certificates; rather certificates will be exchanged in the ordinary
course of business. No new certificates will be issued to a stockholder until that stockholder has surrendered the stockholder’s
outstanding certificate(s) together with the properly completed and executed letter of transmittal.
REASONS
FOR THE NAME CHANGE
The
Company’s business plan has changed. Under the new business plan this Company will become a technology company in the business
of developing and selling cybersecurity technology and services, and the Board of Directors believe that the name of the Company
should be changed in order to reflect the nature of the Company’s new business model. Accordingly, they believe that
Visium
Technologies, Inc.
is an appropriate name to accomplish this goal.
CONSENTING
STOCKHOLDERS
On
February 28, 2018, the Consenting Stockholders holding 2,403,120,952 shares, or approximately 53.91% of our issued and outstanding
Common Stock consented in writing to reverse the Common Stock by 3,000 to 1, to change the Corporate name, and to approve the
designation of Series AA Convertible Preferred Stock.
NO
VOTE REQUIRED
We
are not soliciting consent from stockholders to change the name of the Company or to approve the 3,000 to 1 reverse common stock
split for NuState Energy Holdings, Inc. Florida law and our Articles of Incorporation permit the Company to take any action which
may be taken at an annual or special meeting of its stockholders by written consent of the holders of a majority of the shares
of its Common Stock.
NO
APPRAISAL RIGHTS
Under
Florida corporate law, stockholders have no appraisal or dissenters’ rights in connection with the change in jurisdiction
of NuState Energy Holdings, Inc.
INTERESTS
OF CERTAIN PARTIES IN THE MATTERS TO BE ACTED UPON
None
of the directors or executive officers of the Company has any substantial interest resulting from the 3,000 to 1 reverse stock
split, that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
COST
OF THIS INFORMATION STATEMENT
The
entire cost of furnishing this Information Statement will be borne by us.
HOUSEHOLDING
OF STOCKHOLDER MATERIALS
If
a “hardcopy” is requested, 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 CEO at (954) 712-7487, and requests in
writing should be sent to NuState Energy Holdings, 401 E. Las Olas Blvd. Suite 1400, Fort Lauderdale, FL 33301, USA, Attention
CEO. 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.