UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
[
]Preliminary Information Statement
[X]Definitive
Information Statement
[
]Confidential for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
Palayan Resources,
Inc.
(Name
of Registrant as Specified In Its Charter)
Payment of Filing Fee
(Check the appropriate box):
[X]No
fee required
[
]Fee computed on table below per Exchange Act
Rules 14c-5(g) and 0-11.
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of each class of securities to which transaction applies:
(2)Aggregate
number of securities to which transaction applies:
(3)Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was
determined):
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maximum aggregate value of transaction:
(5)Total
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[
]Fee previously paid with preliminary
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[
]Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1)Amount
previously paid:
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Filed:
Palayan Resources, Inc.
9300
Conroy Windermere Road #3250
Windermere, FL 34786
NOTICE OF ACTION BY WRITTEN CONSENT OF HOLDERS OF
A
MAJORITY OF THE OUTSTANDING VOTING STOCK OF PALAYAN RESOURCES,
INC.
April
7, 2020
Dear
Palayan Resources, Inc. Stockholder:
The
enclosed Information Statement is being distributed to the holders
of record of common stock, par value $0.001 per share (“Common
Stock”), of Palayan Resources, Inc., a Nevada corporation (the
“Company” or “we”), as of the close of business on
April 7, 2020 (the “Record Date”) under Rule 14c-2 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The purpose of the enclosed Information Statement is to
inform our stockholders of action taken by written consent by the
holders of a majority of our outstanding voting stock. The enclosed
Information Statement shall be considered the notice required under
Section 78.370 of the Nevada Revised Statues.
The
following action was authorized by written consent of a majority of
our outstanding voting stock (the “Written Consents”):
The
approval of an amendment to our articles of incorporation to (i)
increase the number of authorized shares of common stock, par value
$0.001 (“Common Stock”) from 75,000,000 to 500,000,000, and (ii)
authorize the issuance of up to 100,000,000 shares of blank check
preferred stock.
The
Written Consents constitutes the only stockholder approval required
under the Nevada Revised Statues, our Articles of Incorporation and
Bylaws to approve the Amendment. Our Board of Directors is not
soliciting your consent or your proxy in connection with this
action, and no consents or proxies are being requested from
stockholders. The Amendment, as approved by the Written Consents,
will not become effective until 20 calendar days after the enclosed
Information Statement is first mailed or otherwise delivered to our
stockholders entitled to receive notice thereof.
THIS IS NOT A NOTICE OF
A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL
BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION
STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF
INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO
SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED
THEREUNDER, INCLUDING REGULATION 14C. WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
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By Order of the Board
of Directors
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/s/ James
Jenkins
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James Jenkins
Chief Executive
Officer and Director
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Palayan Resources, Inc.
9300
Conroy Windermere Road #3250
Windermere, FL 34786
INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
INTRODUCTION
This
Information Statement advises stockholders of the approval
by the Company’s Board of Directors, and by written consent of
the holders a majority of the Company’s voting stock of an
amendment to the Company’s Articles of Incorporation (the
“Amendment”) to increase the total number
of authorized shares of the
Company’s common stock, par value $0.001 per share (“Common
Stock”), from 75 million shares to 500 million shares and to
authorize the issuance of up to 100,000,000 shares of blank check
preferred stock (“Preferred Stock”). A copy of the Amendment
is attached to this Information Statement as Exhibit A.
The
increase of the Company’s
authorized shares of Common
Stock and the creation of the Preferred Stock will become effective
upon the filing of the Amendment with the Secretary of State of
Nevada, which filing will occur no less than 20 days after the date
of the mailing of this Information Statement to our
stockholders.
What action was taken by written consent?
We
obtained stockholder consent for the approval of an amendment to
our articles of incorporation to (i) increase the number of
authorized shares of common stock, par value $0.001 (“Common
Stock”) from 75,000,000 to 500,000,000, and (ii) authorize the
issuance of up to 100,000,000 shares of blank check preferred
stock.
How many shares of Common Stock were outstanding on April 7,
2020?
On
April 7, 2020, the date we received the consent of the holders of
more than a majority of our outstanding shares of Common Stock,
there were 30,020,000 shares of Common Stock outstanding.
What vote was obtained to approve the amendment to the articles
of incorporation described in this information statement?
We
obtained the approval of the holders of approximately 50.1% of our
outstanding shares of Common Stock. James Jenkins, CEO and
director, together with Joel Dulatre Cortez and Mark Christian Soo,
former officers and/or directors of the Company, own, in the
aggregate, 50.1% of our outstanding Common Stock.
Who is paying the cost of this information statement?
We
will pay for preparing, printing and mailing this information
statement. Our costs are estimated at approximately $10,000.
AMENDMENT TO THE
ARTICLES OF INCORPORATION
Our
board of directors and the holders of a majority of our outstanding
shares of Common Stock have approved an amendment to our articles
of incorporation (the “Amendment”) to (i) increase the number of
authorized shares of Common Stock from 75,000,000 to 500,000,000,
and (ii) authorize the issuance of up to 100,000,000 shares of
blank check preferred stock.
The
Amendment, which will be in the form of Appendix A hereto, will be
effective upon filing with the Secretary of State of the State of
Nevada. The Company will file the Amendment approximately, but not
less than, 20 days after the definitive information statement is
mailed to stockholders.
Increase in Authorized Common Stock
Upon
filing with the Nevada Secretary of State, the Amendment will
effect an increase in the number of shares of the Company’s
authorized Common Stock, from 75,000,000 to 500,000,000. As of
April 7, 2020, 30,020,000 shares of Common Stock are issued and
outstanding.
Purpose of Increase in Authorized Common Stock
The
board of directors believes that the increase in authorized common
shares will provide the Company greater flexibility with respect to
the Company’s capital structure for various purposes including, but
not limited to, additional equity financings and stock based
acquisitions.
Effect of Increase in Authorized Common Stock on Current
Shareholders
The
additional shares of Common Stock will have the same rights as the
presently authorized shares, including the right to cast one vote
per share of Common Stock. Although the authorization of additional
shares will not, in itself, have any effect on the rights of any
holder of our Common Stock, the future issuance of additional
shares of Common Stock (other than by way of a stock split or
dividend) would have the effect of diluting the voting rights and
could have the effect of diluting earnings per share and book value
per share of existing shareholders.
The
additional shares of Common Stock could be used in the future for
various purposes without further shareholder approval, except as
such approval may be required by applicable law. These purposes may
include: raising capital, providing equity incentives to employees,
officers or directors, establishing strategic relationships with
other companies, expanding the company’s business or product lines
through the acquisition of other businesses or products, and other
purposes.
Possible Anti-Takeover Effects of Increase in Authorized Common
Stock
We
could also use the additional shares of Common Stock that will
become available for issuance to oppose a hostile takeover attempt
or to delay or prevent changes in control or management of the
Company. Although the Amendment has not been prompted by the threat
of any hostile takeover attempt (nor is the Board currently aware
of any such attempts directed at the Company), nevertheless,
shareholders should be aware that this proposal could facilitate
future efforts by us to deter or prevent changes in control of the
Company, including transactions in which the Company’s shareholders
might otherwise receive a premium for their shares over then
current market prices.
Authorization of Blank Check Preferred Stock
Upon
filing with the Nevada Secretary of State, the Amendment will
authorize the issuance of up to 100,000,000 shares of preferred
stock, $0.001 par value ("Preferred Stock"). The Company’s articles
of incorporation presently authorize the issuance of 75,000,000
shares of Common Stock. As of April 7, 2020, 30,020,000 shares of
Common Stock are issued and outstanding. The Board of Directors
will be authorized to fix the designations, rights, preferences,
powers and limitations of each series of the Preferred Stock.
The
term "blank check" preferred stock refers to stock which gives the
board of directors of a corporation the flexibility to create one
or more series of preferred stock, from time to time, and to
determine the relative rights, preferences, powers and limitations
of each series, including, without limitation: (i) the number of
shares in each series, (ii) whether a series will bear dividends
and whether dividends will be cumulative, (iii) the dividend rate
and the dates of dividend payments, (iv) liquidation preferences
and prices, (v) terms of redemption, including timing, rates and
prices, (vi) conversion rights, (vii) any sinking fund
requirements, (viii) any restrictions on the issuance of additional
shares of any class or series, (ix) any voting rights and (x) any
other relative, participating, optional or other special rights,
preferences, powers, qualifications, limitations or
restrictions.
Effect of Amendment on Current Shareholders
The
shares of Preferred Stock authorized pursuant to the Amendment
could be issued, at the discretion of the Board, for any proper
corporate purpose, without further action by the shareholders other
than as may be required by applicable law. Existing shareholders do
not have preemptive rights with respect to future issuance of
Preferred Stock by the Company and their interest in the Company
could be diluted by such issuance with respect to any of the
following: earnings per share, voting, liquidation rights and book
and market value.
The
Board of Directors will have the power to issue the shares of
Preferred Stock in one or more classes or series with such
preferences and voting rights as the Board of Directors may fix in
the resolution providing for the issuance of such shares. The
issuance of shares of Preferred Stock could affect the relative
rights of the Company's shares of Common Stock. Depending upon the
exact terms, limitations and relative rights and preferences, if
any of the shares of Preferred Stock as determined by the Board of
Directors at the time of issuance, the holders of shares of
Preferred Stock may be entitled to a higher dividend rate than that
paid on the Common Stock, a prior claim on funds available for the
payment of dividends, a fixed preferential payment in the event of
liquidation and dissolution of the Company, redemption rights,
rights to convert their shares of Preferred Stock into shares of
Common Stock, and voting rights which would tend to dilute the
voting control of the Company by the holders of shares of Common
Stock. Depending on the particular terms of any series of the
Preferred Stock, holders thereof may have significant voting rights
and the right to representation on the Company's Board of
Directors. In addition, the approval of the holders of shares of
Preferred Stock, voting as a class or as a series, may be required
for the taking of certain corporate actions, such as mergers.
Purpose of Authorization of Blank Check Preferred Stock
The
Board of Directors believes that the authorization of shares of
Preferred Stock is desirable because it will provide the Company
with increased flexibility of action to meet future working capital
and capital expenditure requirements through equity financings
without the delay and expense ordinarily attendant on obtaining
further shareholder approvals. The Board of Directors believes that
the authorization of blank check preferred stock will improve the
Company's ability to attract needed investment capital, as various
series of the Preferred Stock may be customized to meet the needs
of any particular transaction or market conditions.
Possible Anti-Takeover Effects of Authorization of Blank Check
Preferred Stock
The
issuance of shares of Preferred Stock may have the effect of
discouraging or thwarting persons seeking to take control of the
Company through a tender offer, proxy fight or otherwise or seeking
to bring about removal of incumbent management or a corporate
transaction such as a merger. For example, the issuance of shares
of Preferred Stock in a public or private sale, merger or in a
similar transaction may, depending on the terms of the series of
Preferred Stock dilute the interest of a party seeking to take over
the Company. Further, the authorized Preferred Stock could be used
by the Board of Directors for adoption of a shareholder rights plan
or "poison pill."
The
Amendment was not proposed in response to, or for the purpose of
deterring, any effort to obtain control of the Company or as an
anti-takeover measure. It should be noted that any action taken by
the Company to discourage an attempt to acquire control of the
Company might result in shareholders not being able to participate
in any possible premiums which might be obtained in the absence of
anti-takeover provisions. Any transaction which may be so
discouraged or avoided could be a transaction that the Company's
shareholders might consider to be in their best interests. However,
the Board of Directors has a fiduciary duty to act in the best
interests of the Company's shareholders at all times.
BENEFICIAL OWNERSHIP OF SECURITIES AND SECURITY OWNERSHIP OF
MANAGEMENT
As of
April 7, 2020, we had 30,020,000 shares of Common Stock issued and
outstanding, which is the only class of voting securities that
would be entitled to vote for directors at a stockholders' meeting
if one were to be held. Each share of Common Stock is entitled to
one vote.
Security Ownership of Certain Beneficial Owners and Management
of the Company:
The
following table sets forth the beneficial ownership of our
company’s capital stock as of April 7, 2020, as to:
(1)
Each person known to beneficially own more than 5% of the Company’s
common stock
(2)
Each of our directors
(3)
Each executive officer
(4)
All directors and officers as a group
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Common Stock
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Name and Address
of Beneficial Owner
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Number of
Shares Owned (1)
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Percent
of
Class (2)
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Joel Dulatre Cortez
(3)
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10,000,000
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0
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Mark Christian Soo
(3)
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5,000,000
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0
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James Jenkins
(3)
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20,000
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0
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All Directors,
Executive Officers & 5% owners as a Group (1 person)
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15,020,000
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1
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(1)
Except as otherwise indicated, the address of each beneficial owner
is c/o Palayan Resources, Inc., 9300 Conroy Windermere Road #3250,
Windermere, FL 34786.
(2)
Except as otherwise indicated, the persons named in this table have
sole voting and investment power with respect to all shares of
common stock shown as
beneficially owned by them, subject to community property laws
where applicable and to the information contained in the footnotes
to this table.
(3)
Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial
ownership includes any shares as to which a shareholder has sole or
shared voting power or investment power, and also any shares which
the shareholder has the right to acquire within 60 days, including
upon exercise of common shares purchase
options or warrants. There are 30,020,000 shares of common stock,
issued and outstanding as of April 7, 2020, including securities
exercisable or convertible into shares of Common Stock within sixty
(60) days hereof for each stockholder.
(4)
Joel Dulatre Cortez is our former Chief Executive Officer and
former Director of the Company.
(5)
Mark Christian Soo is our former Secretary and Chief Financial
Officer.
ADDITIONAL AVAILABLE INFORMATION
We
are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and in accordance with such act we
file periodic reports, documents and other information with the
Securities & Exchange Commission relating to our business,
financial statements and other matters. Such reports and other
information may be inspected and are available for copying at the
public reference facilities of the Securities and Exchange
Commission at 100 F Street, N.E., Washington D.C. 20549, or may be
accessed at www.sec.gov.
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By Order of the Board
of Directors
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/s/ James
Jenkins
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James Jenkins
Director and CEO
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April 7, 2020
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Certificate of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
1.Name
of corporation:
Palayan Resources, Inc.
2.The
articles have been amended as follows (provide article numbers, if
available):
Article III is hereby amended in its entirety to read as
follows:
The total number of shares of stock which the Corporation shall
have the authority to issue to issue is Six Hundred Million
(600,000,000) which shall consist of (i) Five Hundred Million
(500,000,000) shares of common stock, par value $0.001 per share,
and (ii) One Hundred Million (100,000,000) shares of preferred
stock, par value $0.001 per share (the “Preferred Stock”). The
Preferred Stock, or any series thereof, shall have such
designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or
restrictions thereof as shall be expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
board of directors and may be made dependent upon facts
ascertainable outside such resolution or resolutions of the board
of directors, provided that the matter in which such facts shall
operate upon such designations, preferences, rights and
qualifications, limitations or restrictions of such class or series
of stock is clearly and expressly set forth in the resolution or
resolutions providing for the issuance of such stock by the board
of directors.
3.The
vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power,
or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required
by the provisions of the articles of incorporation have voted in
favor of the amendment is:
4.Effective
date of filing (optional):
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5.
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Signature (required):
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/s/ James Jenkins
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Chief
Executive Officer
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