THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF THE COMPANY
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
ODENZA
CORP.
22/F,
WANCHAI CENTRAL BUILDING
89
LOCKHART ROAD,
WAN
CHAI,
HONG
KONG
INFORMATION
STATEMENT
(Preliminary)
July
__, 2021
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the
common stock, par value $.001 per share (the “Common Stock”), of Odenza Corp.,
a Nevada Corporation (the “Company”), to notify such Stockholders that on or about June 17, 2021, the Company received written
consents in lieu of a meeting of Stockholders from holders of approximately 92.54% of voting securities of the total issued and outstanding
shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to
change the name of the Company to World Championship Air Race Limited (the “Name Change”).
On
June 17, 2021, the Board of Directors of the Company approved the Name Change, subject to Stockholder approval. The Majority Stockholders
approved the Name Change by written consent in lieu of a meeting on June 17, 2021. Accordingly, your consent is not required and is not
being solicited in connection with the approval of the Name Change. The Name Change will become effective following approval by FINRA.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Date:
July __, 2021
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For
the Board of Directors of
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Odenza
Corp.
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By:
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/s/
Chi Ping Leung
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Chi
Ping Leung
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Chairman
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RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board believes that the stockholders of the Company will benefit from the Name Change as it more closely aligns with the operations and
direction of the Company.
ACTION
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority
of the outstanding voting capital stock of the Company.
ACTION
I NAME CHANGE
CHANGE
THE NAME OF THE COMPANY TO WORLD CHAMPIONSHIP AIR RACE LIMITED.
GENERAL
The
Board approved a resolution to change the name of the Company to World Championship Race Limited (the “Name Change”).
PURPOSE
AND MATERIAL EFFECTS OF THE NAME CHANGE
The
Board of Directors has taken this action to more closely align the Company name with the operations and direction of the Company.
We
believe that the Name Change will improve the name recognition of the Company in relation to its business plan.
The
Name Change will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights
of stockholders be altered.
This
proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control
of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to broaden the scope of its name recognition
and enhance shareholder value.
As
discussed above, the Name Change was the subject of a majority vote by the Board of Directors approving the Name Change. There are no
rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which
completes a Name Change.
The
main purpose of completing this Name Change is to closely align the Company name with the operations and direction of the Company.
SUMMARY
OF NAME CHANGE
Below
is a brief summary of the Name Change:
The
name of the Company shall be amended to World Championship Air Race Limited.
This
action has been approved by the Board and the written consents of the holder of the majority of the outstanding voting power of the Company.
Amended
Certificate of Incorporation
On
the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors shall have the Company’s
Amendment to the Certificate of Incorporation filed with the State of Nevada in order to effect the Name Change.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K
and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and
other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
The
following documents as filed with the Commission by the Company are incorporated herein by reference:
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1.
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Quarterly
Report on Form 10-Q for the quarter ended April 30, 2021;
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2.
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Annual
Report on Form 10-K for the year ended January 31, 2021;
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2.
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Quarterly
Report on Form 10-Q for the quarter ended October 31, 2020; and
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3.
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Quarterly
Report on Form 10-Q for the quarter ended July 31, 2020.
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OUTSTANDING
VOTING SECURITIES
Our
authorized capital stock consists of 500,000,000 shares of Common Stock, par value $0.001 per share, of which 3,660,000 shares are outstanding
as of June 30, 2021.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following information table sets forth certain information regarding the Company’s Common Stock owned on the June 30, 2021 by (i)
each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and
(iii) all officers and directors as a group:
Name of Beneficial Owner
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Number of Common Shares Owned
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Percent of Class
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Adventure Air Race Investments Limited
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1,134,600
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31
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%
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Christopher David Brazendale
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65,000
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1.78
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%
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Alexander Patrick Brazendale
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695,400
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19
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%
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Adventure Air Race Talents Limited
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695,400
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19
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%
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Leung Chi Ping
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732,000
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20
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%
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William Alexander Cruickshank
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64,400
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1.76
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%
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DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under Nevada Corporate Law, the Company’s articles of incorporation consistent with above, or By-Laws
to dissent from any of the provisions adopted in the Amendments.
CONCLUSION
As
a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above
actions. Your consent to the above action is not required and is not being solicited in connection with this action. This Information
Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of
1934.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
Date:
July __, 2021
By
Order of the Board of Directors
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/s/
Chi Ping Leung
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Chi
Ping Leung
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Chairman
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