FORZ Forza Innovations Inc (CE)

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

FORZA INNOVATIONS INC.

406 9th Avenue, Suite #210

San Diego, CA 92101

INFORMATION STATEMENT

September 9, 2022

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 Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of FORZA INNOVATIONS INC., a Wyoming Corporation (the “Company”), to notify such Stockholders that on or about August 30, 2022, the Company received written consents in lieu of a meeting of Stockholders from one holder of 270,000,000 shares of Class A Common Stock representing 76.3% of the our total 353,680,297 issued and outstanding shares of voting stock of the Company (the “Majority Stockholder”) to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock we may issue from 2,000,000,000 to 10,000,000,000 (the “Share Increase”). Accordingly, your consent is not required and is not being solicited in connection with the approval.

We are not aware of any substantial interest, direct or indirect, by security holders or otherwise, that is in opposition to matters of action taken. In addition, pursuant to the laws of Wyoming, the Share Increase taken by majority written consent in lieu of a special shareholder meeting do not create appraisal or dissenters’ rights.

Our board of directors determined to pursue shareholder action by majority written consent presented by our outstanding shares of stock entitled to vote in an effort to reduce the costs and management time required to hold a special meeting of shareholders and to implement the above action to our shareholders in a timely manner.

The Share Increase will become effective 20 days following the mailing to the Stockholders of the Definitive Information Statement, or as soon thereafter as is practicable.

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND A PROXY.

OUTSTANDING VOTING SECURITIES OF THE COMPANY

As of the date of the consent by the Majority Stockholder, on August 30, 2022, the Company had 353,680,297 shares of Class A Common Stock issued and outstanding, and there were 10,000,000 shares of Class B preferred stock issued and outstanding.

On August 30, 2022, the holder of 270,000,000 shares of Class A Common Stock representing 76.3% of our total 353,680,297 issued and outstanding shares of voting stock of the Company executed and delivered to the Company a written consent approving the Share Increase. As the Share Increase was ratified by the Majority Stockholder, no proxies are being solicited with this Information Statement.

The Wyoming Business Corporations Act provides in substance that unless the Company’s Articles provides otherwise, Stockholders may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the actions so taken, are signed by the Stockholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.

INFORMATION ON CONSENTING STOCKHOLDERS

Pursuant to the Company’s Bylaws and the Wyoming Business Corporations Act, a vote by the holders of at least a majority of the voting shares is required to effect the actions described herein.  As of the Record Date, the Company had 353,680,297 common shares issued and outstanding and entitled to vote. The consenting Majority Stockholder is the record and beneficial owners of a total of 270,000,000 shares of the Company’s Class A Common Stock, which represents 76.3% of the total number of voting shares. The consenting Majority Stockholder voted in favor of the Share Increase described herein in a written consent, dated August 30, 2022. No consideration was paid for the consent. The consenting stockholders’ name, affiliation with the Company and beneficial holdings are as follows:

ACTION: TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF FROM 2,000,000,000 TO 10,000,000,000 (THE “SHARE INCREASE”)

On August 30, 2022, our Board of Directors approved, subject to receiving the approval of the holder of a majority of our outstanding voting stock, an amendment and restatement of our Articles of Incorporation (the “Restated Articles”), to increase the number of authorized shares of common stock we may issue from 2,000,000,000 to 10,000,000,000 (the “Share Increase”). The Majority Stockholder approved the Restated Articles pursuant to a written consent dated as of August 30, 2022. The Restated Articles effecting the share increase will become effective following filing with the Secretary of State of the State of Wyoming, which will occur promptly following the 20th day after the filing of the Definitive Information Statement.

We are currently authorized by our Certificate of Incorporation to issue 2,000,000,000 shares of common stock, $0.001 par value per share and 22,000,000 shares of Class B preferred stock, $0.001 par value per share. Pursuant to the amendment we will increase the number of common shares we are authorized to issue to 10,000,000,000 shares of common stock, $0.001 par value per share. As of the date the amendment was approved by our Board and the Majority Stockholder, there were 353,680,297 shares of our common stock issued and outstanding.

Reasons for the Share Increase

Our Board believes it is in our best interests and the best interests of our stockholders to increase the number of authorized shares of our common stock to allow for the issuance of shares of our common stock or other securities in connection with such potential issuances and such other purposes as the Board determines. The Board believes that the Share Increase will afford the Company greater flexibility in seeking capital and potential acquisition targets. The Board has no immediate plans, understandings, agreement or commitments to issue shares of Common Stock for any purposes.

Effect of the Share Increase

The increase in the authorized number of shares of our common stock will permit our Board to issue additional shares of our common stock without further approval of our stockholders, and our Board does not intend to seek stockholder approval prior to any issuance of the authorized capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance of additional shares of common stock may result in substantial dilution to our existing stockholders, and such issuances may not require stockholder approval.

We presently do not have in place provisions which may have an anti-takeover effect. The increase in the authorized number of shares of our common stock did not result from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise, and we did not take such action to increase the authorized shares of our common stock to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on our Board.

The issuance of additional shares of our common stock may have a dilutive effect on earnings per share and on the equity and voting power of existing security holders of our common stock. It may also adversely affect the market price of our common stock. However, if additional shares are issued in transactions whereby favorable business opportunities are provided, the market price of our common stock may increase.

The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by our stockholders.

The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.