ECGI ECGI Holdings Inc (PK)

INFORMATION STATEMENT

(Dated April 18, 2016)

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. BY WRITTEN CONSENT IN LIEU OF A MEETING OF THE STOCKHOLDERS OF EVENT CARDIO GROUP INC., HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE APPROVED AMENDMENTS TO OUR ARTICLES OF INCORPORATION

A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY TO APPROVE THE AMENDMENTS.

Introduction

This Information Statement is being furnished on or about the date first set forth above to holders of record as of the close of business on April 18, 2016 (the "Record Date") of the common stock, par value $0.001 per share ("Common Stock"), of Event Cardio Group Inc., a Nevada corporation (“ECG,” "we, "our" or the "company"), in connection with the Authorized Capital Amendment and the Purpose Amendment (together, the “Amendments’).

On February 23, 2016, the Amendments were approved by our Board of Directors and by holders of shares of our common stock, representing approximately 50.72% of the 120,205,321 outstanding shares of our common stock on February 29, 2016 date, by written consent of stockholders in lieu of a special meeting of stockholders (the “Stockholder Consent”). The Stockholder Consent was signed by the following stockholders:

Approval of the Amendments by a written consent in lieu of a meeting of stockholders signed by the holders of a majority of our outstanding shares of common stock is sufficient under Section 78.320 of the Revised Nevada Statutes (“NRS”). Accordingly, no proxy of our stockholders will be solicited for a vote on the approval of the Amendments, and this Information Statement is being furnished to stockholders solely to provide them with certain information concerning the Amendments in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations promulgated thereunder, including particularly Regulation 14C. In accordance with Regulation 14C, the certificate of amendment effecting the Amendments, annexed hereto as Exhibit A, will not be become effective prior to the 21st day after this Information Statement is mailed to stockholders of record as of the Record Date.  

THE AUTHORIZED CAPITAL AMENDMENT

Introduction

The Company’s authorized capital stock currently consists of 190,000,000 shares of common stock, par value $0.001 (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001  (“Preferred Stock”).

Common Stock

As of February 29, 2016, there were outstanding 120,205,321 shares of Common Stock. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the Company’s stockholders.

Holders of common stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board and are entitled to share ratably, as a single class, in all of the assets of the Company available for distribution to holders of common stock on the liquidation, dissolution or wind up of the affairs of the Company. Holders of common stock do not have preemptive, subscription or conversion rights. There are no redemption or sinking fund provisions for the benefit of the common stock in the Company’s Articles of Incorporation. All outstanding shares of common stock are validly issued, fully paid and non-assessable.

Preferred Stock

Our Articles of Incorporation provide our Board with authority to issue 10,000,000 shares of non-convertible preferred stock which has a voting power of 20 votes per share. None of these shares is currently outstanding. Therefore, our Board has the authority to cause us to issue, without any further vote or action by the stockholders, up to 10,000,000 shares of preferred stock.

Reason for the Authorized Capital Amendment

We are currently authorized to issue a total of 190,000,000 shares of Common Stock, of which 120,205,321 shares were outstanding as of February 29, 2016. In addition, we are required to reserve sufficient shares of Common Stock for issuance upon conversion of our outstanding convertible debt securities and exercise of outstanding warrants. As of the Record Date, the Company was obligated to reserve the following shares of Common Stock:

Thus, as of the Record Date, a total of 169,255,321 shares of our Common Stock were either issued and outstanding, or reserved for issuance as described above.

  Our Board of Directors and stockholders owning a majority of our issued and outstanding Common Stock, the only outstanding class of our voting stock, approved the Authorized Capital Amendment in order to increase the number of shares of Common Stock we are authorized to issue from 190,000,000 to 300,000,000 shares, which will enable our Board of Directors to respond quickly to opportunities to raise capital in public or private offerings, as well as enable our Board of Directors to act with flexibility to issue shares of Common Stock in connection with strategic acquisitions, debt restructurings, equity compensation and incentives to employees and officers, and other favorable opportunities that may arise to enhance our capital structure.

The Authorized Capital Amendment also gives our Board of Directors authority to issue up to 10,000,000 shares of “blank check” preferred stock from time to time in one or more series, pursuant to resolutions adopted by the Board in accordance with Section 78.196 of the Nevada Revised Statutes, each having the voting powers, if any, designations, powers, preferences, and the relative, participating, optional, or other rights, if any, and the qualifications, limitations, or restrictions thereof, of any unissued series of preferred stock, to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series, but not below the number of shares thereof then outstanding, without the delay attendant to obtaining stockholder approval for such issuance.  

The purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of a series of preferred stock may be appropriate for a financing or business acquisition opportunity where there is a sense of urgency. Although we have no present plans to issue any shares of preferred stock, our Board of Directors does not at present intend to seek stockholder approval prior to any issuance of authorized preferred stock, unless otherwise required by law.

Other than as specified above and as permitted or required under outstanding options, warrants and other securities convertible into shares of our Common Stock, the Company has no present arrangements, agreements or understandings for the use of the additional shares proposed to be authorized. No additional action or authorization by the stockholders would be necessary prior to the issuance of any additional shares, unless required by applicable law. We reserve the right to seek a further increase in authorized shares, from time to time in the future as appropriate.

Effect on Outstanding Common Stock

None of the rights of the holders of our Common Stock are being changed as a result of the Authorized Capital Amendment and, therefore, the rights of the holders of our Common Stock will remain unchanged, including the right of one vote for each share of Common Stock in any action requiring a vote of the holders of Common Stock, except that the voting rights of holders of our Common Stock as to particular matters, the right to receive the net proceeds of any liquidation of our company and the right to receive dividends when and if declared by our Board of Directors are subject to and may be limited by, the preferential rights of holders of any series of preferred stock which may be issued by resolution of our Board of Directors. All outstanding shares of Common Stock will continue to have one vote per share on all matters to be voted on by our stockholders, including the election of directors.

The issuance of any additional shares of Common Stock may, depending on the circumstances under which those shares are issued, reduce stockholders' equity per share and, unless additional shares are issued to all stockholders on a pro rata basis, will reduce the percentage ownership of Common Stock of existing stockholders. In addition, if our Board of Directors elects to issue additional shares of Common Stock, such issuance could have a dilutive effect on the earnings per share, voting power and shareholdings of current stockholders. We expect, however, to receive consideration for any additional shares of Common Stock issued, thereby reducing or eliminating any adverse economic effect to each stockholder of such dilution.

The Authorized Capital Amendment will not otherwise alter or modify the rights, preferences, privileges or restrictions of the Common Stock.

We have not entered into any agreements and do not have any understanding or arrangements for any particular business combination and we do not have any plans, arrangements or understandings, written or oral, to issue any of the shares that will be newly available as a result of the Authorized Capital Amendment. The issuance in the future of such additional authorized shares of our Preferred Stock or Common Stock as a result of the Authorized Capital Amendment may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights of the currently outstanding shares of our Common Stock. The effective increase in the number of authorized but unissued shares of our Common Stock may be construed as having an anti-takeover effect by permitting the issuance of such securities to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions our Articles of Incorporation, as amended, or bylaws.

Anti-Takeover Effects

Although the Authorized Capital Amendment is not motivated by anti-takeover concerns and is not considered by our Board of Directors to be an anti-takeover measure, the availability of additional authorized shares of Preferred Stock or Common Stock could enable the Board of Directors to issue shares defensively in response to a takeover attempt or to make an attempt to gain control of the Company more difficult or time-consuming. For example, shares of Preferred Stock or Common Stock could be issued to purchasers who might side with management in opposing a takeover bid that the Board of Directors determines is not in our best interests, thus diluting the ownership and voting rights of the person seeking to obtain control of the Company. In certain circumstances, the issuance of Preferred Stock or Common Stock without further action by the stockholders may have the effect of delaying or preventing a change in control of the Company, may discourage bids for our Common Stock at a premium over the prevailing market price and may adversely affect the market price of our Common Stock. As a result, increasing the authorized number of shares of our Common Stock and authorizing the issuance of “blank check” Preferred Stock could render more difficult and less likely a hostile takeover, tender offer or proxy contest, assumption of control by a holder of a large block of our stock, and the possible removal of our incumbent management. We are not aware of any proposed attempt to take over the Company or of any present attempt to acquire a large block of our Common Stock.

No Dissenter or Appraisal Rights

Stockholders do not have any dissenter or appraisal rights in connection with the Authorized Capital Amendment under Nevada law.

THE PURPOSE AMENDMENT

Our Articles of Incorporation provide that we may engage in mining and other related activities, or any lawful act or activity for which corporations may be organized under the corporate laws of the State of Nevada. Our Board of Directors adopted the Purpose Amendment since our company, organized under the name Sunshine Mining Corporation, no longer is engaged in mining activities. The Purpose Amendment provides that the purpose of our company is to engage in any lawful act or activity for which corporations may be organized and incorporated under the laws of the State of Nevada.