UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14C


INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE

SECURITIES EXCHANGE ACT OF 1934


Check the appropriate box:

[  ]

Preliminary Information Statement

[  ]

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

[X]

Definitive Information Statement


Eco Ventures Group, 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.

 


(1) Title 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 of which the filing fee is calculated and state how it was determined):

 

(4) Proposed maximum aggregate value of transaction:

 

(5) Total fee paid:

 

 

[  ] Fee paid previously with preliminary materials.

[  ] 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

 

 

 

2) Form, Schedule or Registration Statement No.:

 

 

 

3) Filing Party:

 

 

 

4) Date Filed:

 

 

 

 

 



1


Eco Ventures Group, Inc.

7432 State Road 50, Suite 101

Groveland, FL 34736

 


INFORMATION STATEMENT


Pursuant To Section 14(c) of Securities and Exchange Act Of 1934


Approximate Date of Mailing: June 11, 2012


WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY


This information Statement is being furnished by the Board of Directors of Easy Organic Cookery, Inc. (the “Company”) to the stockholders of record of the Company’s common stock at the close of business on May 29, 2012 (the “Record Date”), and is being sent to you to inform you of action which has been approved by the holders of at least a majority of the voting power of the Company outstanding on the Record Date, by written consents without holding a meeting of stockholders. By such written consents, such stockholders approved the following action:


1.

To effectuate a 1 for 40 reverse stock split of our common stock.

 

Our Board of Directors unanimously adopted and approved the proposal on May 29, 2012, and on or about May 29, 2012, we received the written consent, in lieu of a meeting of stockholders, from the holders of a majority of the outstanding shares with the right to vote on these matters. No other votes were required to adopt the Amendment and none are being solicited hereunder.  A copy of the Certificate of Amendment to the Articles of Incorporation is attached hereto as Exhibit “A” .


This Information Statement is first being mailed or furnished to stockholders on or about June 11, 2012, and the Amendment described herein will not become effective until at least twenty (20) calendar days thereafter. We will pay all costs associated with the preparation and distribution of this Information Statement, including all mailing and printing expenses.



NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.  

 



2



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 Company’s 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.




3


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.  



4


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 Company’s 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 Company’s stock, based on the number of shares outstanding assuming completion of the reorganization; each of the Company’s Directors and Executive Officers; and all of its Directors and Executive Officers as a group.




5



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

%

 

 

 

 

 

 

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

%

______________________

  

  

  

(1)

  

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.




6


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



7



Exhibit “A”

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4299

(775) 684-5708

Website:  secretaryofstate.biz


---------------------------------------------------------

Certificate of Amendment

(Pursuant to NRS 78.385 and 78.390)

---------------------------------------------------------


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 Company’s 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.




8


Grafico Azioni Petlife Pharmaceuticals (CE) (USOTC:PTLF)
Storico
Da Mag 2024 a Giu 2024 Clicca qui per i Grafici di Petlife Pharmaceuticals (CE)
Grafico Azioni Petlife Pharmaceuticals (CE) (USOTC:PTLF)
Storico
Da Giu 2023 a Giu 2024 Clicca qui per i Grafici di Petlife Pharmaceuticals (CE)