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OUTSTANDING SECURITIES AND VOTING RIGHTS
As of May 29, 2012, the Company had authorized:(1) seven hundred fifty hundred million (750,000,000) shares of common stock, $0.001 par value, 90,023,648 of which were issued and outstanding, and (2) one hundred million (100,000,000) shares of preferred stock, of which 75,000 shares of Series A Cumulative Preferred Stock were outstanding.
Each holder of Common Stock and Preferred Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of Stockholders. However, under Nevada law, any action that may be taken at any stockholders meeting may be taken by written consent of the requisite number of stockholders required to take such action. The Amendment requires the affirmative vote or written consent of the holders of a majority of the Companys outstanding common stock.
STOCKHOLDERS' RIGHTS
The elimination of the need for a special meeting of the stockholders to approve the actions proposed and discussed in this Information Statement is authorized by Section 78.320(2) of the Nevada Revised Statutes (the "NRS"). This section provides that any action required or permitted to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after the action, if a written consent thereto is signed by the stockholders holding at least a majority of the voting power.
In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the proposed resolutions as early as possible in order to accomplish the purposes of the Company, the Company chose to obtain the written consent of its stockholders holding a majority of the Company's voting power.
The action described in this Information Statement cannot be taken until at least 20 days after this Information Statement has been first mailed to the Company's stockholders.
NO DISSENTERS' RIGHTS
The NRS does not provide for dissenter's rights in connection with any of the actions proposed in this Information Statement.
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THE AMENDMENT
General
The Board has approved, and the stockholders owning a majority of the shares entitled to vote on matters submitted to the stockholders have consented in writing to amend the Company's Articles of Incorporation to effectuate a 1 for 40 reverse stock split of the common stock.
A copy of the Articles of Amendment effecting the change in authorized shares of Common Stock and the name change, in substantially the form to be filed with the Secretary of State of Nevada, is attached to this Information Statement as
Exhibit A
. The stockholders owning a majority of the issued and outstanding shares of the Common Stock have consented to the increase in authorized shares of Common Stock, which will become effective on or about May 29, 2012 (the "Effective Date").
The Company has taken all action required under Nevada law to approve the Amendment; however, since stockholder approval of the Amendment was obtained by written consent rather than at a stockholders' meeting, Nevada law requires that notice be sent to all non-consenting stockholders notifying them of the actions taken not more than 30 days after the effective date of the consent and the Exchange Act will not permit such filing until the expiration of 20 calendar days from the date hereof. The Articles of Amendment filed with the Nevada Secretary of State will not become effective until the Effective Date, after the expiration of the 20-calendar day period.
Stockholder Approval Previously Obtained
As of May 29, 2012, the Company had 90,023,648 issued and outstanding shares of Common Stock and 785,000 issued and outstanding shares of Series A Cumulative Convertible Preferred Stock. Each holder of Common Stock and Preferred Stock is entitled to one vote for each share held on all matters submitted to a vote of stockholders.
By written consent dated May 29, 2012 the stockholders owning a majority of the outstanding stock entitled to vote have approved the adoption and implementation of the Amendment. Such action is sufficient to satisfy the applicable requirements of Nevada law that stockholders approve such actions. Accordingly, stockholders will not be asked to take further action on the Amendment at any future meeting and the Board of Directors does not intend to solicit any proxies or consents from any other stockholders in connection with the Amendment.
Purpose and Effect of Reverse Stock Split
The reverse stock split is necessary in view of the recent dimunition in stock price to attract needed capital and financing to the Company. The Company is in negotiations with financing sources that required this to occur as a condition precedent to moving forward with discussions of financing.
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Potential antitakeover effects
The reverse stock split is likely to result in further issuances pursuant to financing which would dilute the ownership of current owners. Such an action could discourage, delay or prevent, an attempt to acquire control of the Company. For example, the shares could be privately placed with purchasers who might support the Company's Board of Directors in opposing a hostile takeover bid. The issuance of the new shares also could be used to dilute the stock ownership and voting power of a third party seeking to remove directors, replace incumbent directors, accomplish certain business combinations or alter, amend or repeal provisions of the Company's articles of incorporation or bylaws. To the extent that it impedes any such attempts, the issuance of shares following the adoption of the amendment may serve to perpetuate existing management. While the amendment may have potential antitakeover effects, it is not prompted by any specific effort or takeover threat currently perceived by the Company's Board of Directors or management. Although under Nevada law our Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of its shareholders, its Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of its shareholders might believe to be in their best interests or in which shareholders might receive a premium for their stock over the then market price of such stock.
EFFECTIVENESS OF AMENDMENT
The Company reserves the right, upon notice to stockholders, to abandon or modify the proposed Amendment at any time prior to the filing of the Amendment upon consent of the Board and the holders of a majority of the existing stock entitled to vote on matters submitted to the stockholders.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the matters described herein, which is not shared by all other stockholders pro-rata, and in accordance with their respective interests.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table shows the beneficial ownership of the Companys common stock as of May 29, 2012. The table shows the amount of shares owned by each person known to the Company who will own beneficially more than five percent of the outstanding shares of any class of the Companys stock, based on the number of shares outstanding assuming completion of the reorganization; each of the Companys Directors and Executive Officers; and all of its Directors and Executive Officers as a group.
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|
|
|
|
|
|
|
Title of Class
|
Beneficial Owner
|
Ownership
|
|
Percentage
|
|
Common Stock
|
Randall J. Lanham (2)
|
3,850,000
|
(1)
|
4.8
|
%
|
|
|
|
|
|
|
Common Stock
|
Gibraltar Global Securities, Inc.
214 Lagoon Ct
Sandyport
Nassau, Bahamas
|
4,000,000
|
|
5.1
|
%
|
|
|
|
|
|
|
Common Stock
|
Montaque Capital Partners, LTD.
Centerville House, 4th FL, 2nd Terr West
PO Box N-8303
Nassau, Bahamas
|
4,895,400
|
|
6.2
|
%
|
|
|
|
|
|
|
Common Stock
|
Evanstowne International Ltd.
Ki-Malex House
PO Box N-7807
Nassau, Bahamas
|
17,000,000
|
(1)
|
21.7
|
%
|
|
|
|
|
|
|
Common Stock
|
Plantation Assets Holdings SRL
Plaza Rohrmoser
150 Metros al Norte
San Jose, Costa Rica
|
13,153,562
|
|
16.8
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%
|
|
|
|
|
|
|
Common Stock
|
Cutler Law Group Escrow Acct.
3355 West Alabama, #1150
Houston, TX 77098
|
14,250,000
|
(1)
|
18.2
|
%
|
|
|
|
|
|
|
Common Stock
|
All officers and directors (1 person)(2)
|
3,850,000
|
|
4.8
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%
|
______________________
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(1)
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All shares are owned directly.
|
(2)
|
|
Officer and director.
|
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving the determination of beneficial owners of securities, a beneficial owner of securities is a person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within sixty days through means including the exercise of any option, warrant or conversion of a security.
(2) Officer and Director. The percentage of shares owned is based on approximately 90,023,648 shares of common stock outstanding as of May 29, 2012.
OTHER ACTION
No other action was taken or authorized by the stockholders written consent to corporate action to which this Information Statement pertains.
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COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board of Directors. The Company will bear the costs of distributing this Information Statement to stockholders, including the expense of preparing, assembling, printing and mailing the Information Statement. Although there is no formal agreement to do so, the Company may reimburse attorneys, banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding this Information Statement and related materials to stockholders. The Company may pay for and use the services of other individuals or companies not regularly employed by the Company in connection with the distribution of this Information Statement if the Board of Directors of the Company determines that this is advisable.
By Order of the Board of Directors
/s/ Randall Lanham
Randall Lanhan, Chief Executive Officer
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Exhibit A
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
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Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of corporation:
Eco Ventures Group, Inc.
2.
The articles have been amended as follows (provide article numbers, if available):
Article Three of the Companys Articles of Incorporation are hereby amended to provide that effective June 11, 2012, the shares of the common stock shall be subject to a 1 for 40 reverse stock split.
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: a majority of those authorized
4. Effective date of filing (optional):
5. Officer signature (required):
/s/ Randall Lanham
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of the shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
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