THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND
NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER THE NAME CHANGE. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY.
No action is required by you. The accompanying Information
Statement is furnished only to inform our stockholders of the Increase in the number of authorized shares of common stock of the
Company before it occurs, in accordance with the requirements of United States Federal Securities Laws. This Information
Statement is being mailed on or about October __, 2020 to all of the Company’s stockholders of record as of the close
of business on September 25, 2020.
By Order of the Board of Directors.
/s/ Rob Gietl
Name: Rob Gietl
Title: Chief Executive Officer/President
INFORMATION STATEMENT PURSUANT
TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION
14C PURSUANT THERETO
September __, 2018
Cannagistics, Inc.
1200 Veterans Highway, Ste 310
Hauppauge, NY 11788
Telephone: 631-676-7230
This Information Statement is distributed to inform our stockholders
of action taken without a meeting by the written consent of the holders of a majority of the outstanding voting power of the Company.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement has been filed with the Securities and
Exchange Commission (the “Commission”) and is being furnished by the Board of Directors of Cannagistics, Inc., a Nevada
corporation (the “Company”) (the “Board”), to the holders of record at the close of business on September
25, 2020 of the Company’s outstanding capital shares, par value $0.001, pursuant to Rule 14c-2 promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nevada Revised Statutes.
The cost of preparing and furnishing this Information Statement
will be paid by the Company. We will mail this Information Statement to our registered stockholders and certain beneficial
stockholders, when requested by brokerage houses, nominees, custodians, fiduciaries and other similar parties.
This Information Statement informs stockholders of the Name Change
approved by written consent by the Board and the Majority Stockholders holding 8,000,000 shares of issued and outstanding Series
D Preferred Stock, which equals a minimum of 50.1% of the voting power of the Company’s outstanding capital stock, as of
September 25, 2020.
Accordingly, all necessary corporate approvals to effectuate the
Increase in the number of authorized shares of common stock of the Company have been obtained. The Company is not seeking
approval from its remaining stockholders. This Information Statement is furnished solely for the purpose of informing our
stockholders, in the manner required pursuant to the Exchange Act and the Nevada Revised Statutes of the Authorized Share Change.
Pursuant to Section 14(c) of the Exchange Act and Rule 14c-2 promulgated pursuant thereto, the Authorized Share Change will
not be effective until twenty (20) days after the date a Definitive Information Statement is filed with the Commission and a copy
thereof is mailed to each of our stockholders. The Increase in the number of authorized shares of common stock of the Company
is expected to become effective on or after October __, 2020, or such later date as all conditions and requirements to effectuate
the Increase in the number of authorized shares of common stock of the Company are satisfied. Therefore, this Information
Statement is being sent to you for informational purposes only.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND
NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER THE NAME CHANGE. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
The Company’s stockholders as of the record date are being
furnished copies of this Information Statement. This Information Statement is first being mailed or furnished to our stockholders
on or about October __, 2020.
Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act,
the Authorized Share Change may not be effected until at least twenty (20) calendar days after the mailing of the Definitive Information
Statement to the Company’s shareholders.
NOTICE OF ACTION TAKEN PURSUANT TO THE WRITTEN CONSENT OF A STOCKHOLDER
HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING CAPITAL STOCK OF CANNAGISTICS, INC., DATED SEPTEMBER 25, 2020, IN LIEU
OF A SPECIAL MEETING OF THE STOCKHOLDERS.
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that, on September 25, 2020, the Company
obtained the written consent of its Board of Directors (the “Board”) and the written consent of the Majority Stockholders
holding 8,000,000 shares of issued and outstanding Series D Preferred Stock, which equals a minimum of 50.1% of the voting power
of the Company’s outstanding capital stock to effectuate the Increase in the number of authorized shares of common stock
of the Company.
FORWARD-LOOKING STATEMENTS
This Information Statement and the documents to which we refer you
in this Information Statement may contain forward-looking statements that involve numerous risks and uncertainties which may be
difficult to predict. The statements contained in this Information Statement that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company’s expectations,
beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included in this Information
Statement are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking
statements by terminology such as “may,” “can,” “will,” “should,” “could,”
“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”
“predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,”
“continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or
the negative of these terms or other comparable terminology.
Forward-looking statements involve a number of risks and uncertainties,
and actual results or events may differ materially from those projected or implied in those statements.
We caution against placing undue reliance on forward-looking statements,
which contemplate our current beliefs and are based on information currently available to us as of the date a particular forward-looking
statement is made. Any and all such forward-looking statements are as of the date of this Information Statement. We undertake no
obligation to revise such forward-looking statements to accommodate future events, changes in circumstances, or changes in beliefs,
except as required by law. In the event that we do update any forward-looking statements, no inference should be made that we will
make additional updates with respect to that particular forward-looking statement, related matters, or any other forward-looking
statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ
materially from forward-looking statements may appear in the Company’s public filings with the SEC, which are available to
the public at the SEC’s website at www.sec.gov. For additional information, please see the section titled “Where
You Can Obtain Additional Information” below.
ACTION BY BOARD OF DIRECTORS AND CONSENTING
STOCKHOLDER
In accordance with the Nevada Revised Statutes, as amended, on September
25, 2020, by written consent, the Board adopted resolutions approving an amendment to our Articles of Incorporation, as amended
to date (the “Articles of Incorporation”) to effect the Increase in the number of authorized shares of common stock
of the Company.
To obtain the approval of our stockholders for the Increase in the
number of authorized shares of common stock of the Company, we could have convened a special meeting of our stockholders for the
specific purpose of voting on the Name Change. However, the Nevada Revised Statutes provide that any action that may be taken at
any annual or special meeting of our stockholders may be taken without a meeting and without prior notice if a consent in writing
setting forth the action taken is signed by the holders of outstanding shares of voting capital stock having not less than the
minimum number of votes that would be necessary to take such action. To eliminate the costs and management time involved
in holding a meeting and obtaining proxies and effect the Increase in the number of authorized shares of common stock of the Company
as early as possible in order to accomplish the purposes hereafter described, we elected to utilize the written consent of the
Majority Stockholders.
INTRODUCTION
Cannagistics, Inc., a Nevada corporation with principal executive
offices located at 1200 Veterans Highway, Ste 310, Hauppauge, NY 11788 (the “Company”), is providing this Information
Statement to you. We encourage you to read this entire Information Statement carefully, any exhibits attached hereto, and the documents
referred to in this Information Statement. You may obtain additional information about the Company by following the instructions
in “Where You Can Obtain Additional Information” below.
The Board and Majority Stockholder have authorized the Increase
in the number of authorized shares of common stock of the Company. Stockholders have no rights pursuant to the Nevada Revised
Statutes, the Company’s Articles of Incorporation, or the Company’s Bylaws, to exercise dissenters’ rights of
appraisal with respect to the Authorized Share Change.
The Nevada Revised Statutes provide 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 Nevada
Revised Statutes, however, require 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 the company. Accordingly, this Information Statement is to provide that notice.
This Information Statement contains a brief summary of the material
aspects of the Name Change, approved by the Board and the Majority Stockholder.
Voting
on the AUTHORIZED SHARE CHANGE
As of September 23, 2020, there were approximately 105,099,277 issued
and outstanding shares of Common Stock. As of September 23,2020, there were no outstanding shares of either Series A Preferred
Stock and we have withdrawn our designation for the Series B Preferred Stock, with no outstanding shares in that series either
and the Series C Preferred Stock was converted into shares of common stock. As of September 23, 2020, however, there were issued
and outstanding 10,000,000 shares of Series D Preferred Stock. The holders of Series D Preferred Stock have the right, under the
Certificate of Designation for the Series D Preferred Stock, to vote 72.5 votes for each share of Series D Preferred Stock held.
Based on the foregoing, as of September 23, 2020, the total aggregate
amount of votes entitled to vote regarding the approval to increase the number of Authorized Shares of Common Stock to 500,000,000
was 580,000,000 shares, consisting of – 0 - shares of Common Stock and 8,000,000 shares of Series D Preferred Stock, with
the super voting privilege described above to account for 580,000,000 votes. Pursuant to the Nevada Revised Statutes at least a
majority of the voting equity of the Company, or at least 53,600,632 votes are required to approve the Name Change by written consent.
The 8,000,000 shares of Series D Preferred Stock of our Majority Shareholders, that being our CEO and of a Director, the
control person of Emerging Growth Advisors, Inc., which collectivly held 580,000,000 votes equal to a minimum of 50.1% of the voting
equity of the Company, has voted in favor the Increase in the number of authorized shares of common stock of the Company, thereby
satisfying the requirement pursuant to the Nevada Revised Statutes that at least a majority of the voting equity vote in favor
of a corporate actions by written consent.
The following table sets forth the names of the holders of Series
D Preferred Stock, the number of shares of Series D Preferred held by such holder, the total number of votes that such holder voted
in favor of the Name Change and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof:
|
Name of Voting Stockholder
|
Number of Shares of Series D Preferred Stock held
|
Number of Votes held by such Series D Preferred Stockholder
|
Number of Votes that Voted in Favor Increase of Common Shares
|
Percentage of the Voting Equity that Voted in Favor of the Share Increase
|
|
Emerging Growth Advisors, Inc. (1)
|
6,000,000
|
435,000,000
|
435,000,000
|
63.5%
|
|
Rob Gietl
|
2,000,000
|
145,000,000
|
145,000,000
|
21.1%
|
|
|
1)
|
James W. Zimbler, a Director, is the control
person for Emerging Growth Advisors, Inc.
|
AUTHORIZED INCREASE SHARE CHANGE
Our Board of Directors and Majority Stockholder approved the Increase
in the number of authorized shares of common stock of the Company in order to allow for more investment opportunity and potential
to attract an acquisition candidate(s).
When the Increase in the number of authorized shares of common stock
of the Company is effectuated, the Company’s common stock will not be affected, and will not receive a new CUSIP number,
which is the number used to identify the Company’s equity securities. Our common stock will continue to be quoted on the
OTC Markets.
None of the holders of the Series D Preferred Stock are converting
any shares of the Series D Preferred Stock into shares of common stock at this time. Nor are there any plans to convert any shares
of the Series Preferred Stock.
EFFECTIVE DATE AND EFFECTS OF THE AUTHORIZED
INCREASE IN SHARES CHANGE
Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act,
the Increase in the number of authorized shares of common stock of the Company will not be effective until at least twenty (20)
days after the date on which this Information Statement is filed with the Commission and a copy hereof has been mailed to each
of our stockholders. The Company anticipates that this Information Statement will be mailed to our stockholders on or about
October __, 2020. Therefore, the Company anticipates that the Authorized Share Change will be effective on or about October
__, 2020, or such later date as all conditions and requirements to effectuate the Authorized Share Change are satisfied. Notwithstanding
the foregoing, we must notify the Financial Industry Regulatory Authority of the Authorized Share Change by filing the Issuer Company
Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of the Authorized Share Change.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of our common stock and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material
We intend to file, as soon as practicable on or after the twentieth
(20th) day after this Information Statement is sent to our shareholders, a Certificate of Amendment to our Articles of Incorporation
effectuating the Increase in the number of authorized shares of common stock of the Company (the “Certificate”). The
Certificate will become effective at the close of business on the date the Certificate is accepted for filing by the Secretary
of State of Nevada. It is presently contemplated that such filing will be made approximately twenty (20) days from the date that
this Information Statement is sent to our shareholders.