INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE SECURITIES
EXCHANGE ACT OF 1934,
AS AMENDED,
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT
ASKING YOU FOR A PROXY
AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This notice and
information statement (the “Information Statement”) will be mailed on or about July 18, 2016 to the stockholders of
record, as of July 4, 2016 to shareholders of FORMCAP CORP., a Nevada corporation (the “Company”) pursuant to: Section 14(c)
of the Exchange Act of 1934, as amended.
This Information Statement is circulated to advise the shareholders of action
already approved and taken without a meeting by written consent of 1 stockholder
holding
a majority of the
Company’s outstanding voting stock, specifically, representing 50,000,000 voting capital shares (56.279% of the Company’s
issued and outstanding voting stock as of the Record Date). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934,
as amended, the corporate action described in this Notice can be taken no sooner than 20 calendar days after the accompanying Information
Statement is first sent or given to the Company’s stockholders. Since the accompanying Information Statement is first being
sent or given to security holders on July 18, 2016 to the corporate action described therein may be effective on or after August
8, 2016.
Please review the Information Statement included with this
Notice for a more complete description of this matter. This Information Statement is being sent to you for informational purposes
only.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
The actions to be
effective twenty days after the mailing of this Information Statement are as follows:
To effective a name
change to Matrix Ventures Corp.
To effectuate a
1,000:1 Reverse Stock Split (pro-rata reduction of outstanding shares) of our issued and outstanding shares of Common Stock and
Preferred Stock (the “Reverse Stock Split”).
The Name Change
and Reverse Stock Split described in the accompanying Information Statement, effective as of the filing of amendment to the Company's
Articles of Incorporation with the Nevada Secretary of State, have been duly authorized and approved by the written consent of
the holders of a majority of the voting capital shares of the Company’s issued and outstanding voting securities, your vote
or consent is not requested or required. The accompanying Information Statement is provided solely for your information. The accompanying
Information Statement also serves as the notice required by the Nevada Revised Statutes of the taking of a corporate action without
a meeting by less than unanimous written consent of the Company’s stockholders.
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By order of the Board of Directors,
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Xianying Du
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President
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July 27, 2016
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The elimination
of the need for a meeting of stockholders to approve this action is made possible by the Nevada Revised Statutes which provides
that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number
of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were
present and voted, may be substituted for such a meeting. In order to eliminate the costs involved in holding a special meeting
of our stockholders, our Board of Directors voted to utilize the written consent of the holders of a majority in interest of our
voting securities.
This Information Statement is circulated to advise the shareholders of action already approved by written
consent of the shareholders who collectively hold a majority of the voting power of our capital stock.
THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 PROVIDES A “SAFE HARBOR” FOR FORWARD LOOKING STATEMENTS. This Information Statement contains
statements that are not historical facts. These statements are called “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
involve important known and unknown risks, uncertainties and other factors and can be identified by phrases using “estimate,”
“anticipate,” “believe,” “project,” “expect,” “intend,” “predict,”
“potential,” “future,” “may,” “should” and similar expressions or words. Our future
results, performance or achievements may differ materially from the results, performance or achievements discussed in the forward-looking
statements. There are numerous factors that could cause actual results to differ materially from the results discussed in forward-looking
statements, including:
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Changes in relationships and market for the development of the business of the Company that would affect our earnings and financial position.
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Considerable financial uncertainties that could impact the profitability of our business.
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Factors that we have discussed in previous public reports and other documents filed with the Securities and Exchange Commission.
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This list provides
examples of factors that could affect the results described by forward-looking statements contained in this Information Statement.
However, this list is not intended to be exhaustive; many other factors could impact our business and it is impossible to predict
with any accuracy which factors could result in which negative impacts. Although we believe that the forward-looking statements
contained in this Information Statement are reasonable, we cannot provide you with any guarantee that the anticipated results will
be achieved. All forward-looking statements in this Information Statement are expressly qualified in their entirety by the cautionary
statements contained in this section and you are cautioned not to place undue reliance on the forward-looking statements contained
in this Information Statement. In addition to the risks listed above, other risks may arise in the future, and we disclaim any
obligation to update information contained in any forward-looking statement.
TABLE OF CONTENTS
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Page
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ABOUT THIS INFORMATION STATEMENT
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General
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15
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Board Approval of the Name Change and Reverse Split
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The Action by Written Consent
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4
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No Further Voting Required
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4
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Notice Pursuant to Section the Nevada Revised Statutes
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4
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Dissenters’ Rights of Appraisal
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4
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APPROVAL OF THE INCREASE IN THE AUTHORIZED COMMON STOCK
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INFORMATION ON CONSENTING SHAREHOLDERS
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DELIVERY OF INFORMATION STATEMENT
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33
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WHERE YOU CAN FIND MORE INFORMATION
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FORMCAP CORP.
50 West Liberty Street, Suite 880,
Reno, NV 89501
INFORMATION STATEMENT PURSUANT TO SECTION
14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
This
Information Statement is being furnished by FORMCAP CORP., a Nevada corporation (“we,” “us,” “our”
or the “Company”), in connection with action taken by the holders of a majority of the voting power of the Company’s
issued and outstanding voting securities. By written consent dated July 4, 2016, the holders of a majority of the voting power
approved a resolution to effectuate a Name Change and a 1,000:1 Reverse Stock Split. Under this Name Change, we would change our
name to
Matrix Ventures Corp. Under this
Reverse Stock Split each 1,000 shares of our Common Stock will be automatically converted into 1 share of Common Stock. We are
first sending or giving this Information Statement on or about July 18, 2016 to our stockholders of record as of the close of business
on July 4, 2016 (the “Record Date”). Our principal executive offices are located at 50 West Liberty Street, Suite 880,
Reno, NV 89501 and our main telephone number is 775-285-5775
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BOARD AND SHAREHOLDER APPROVAL OF
THE REVERSE STOCK SPLIT
By July 4, 2016,
the Board of Directors and the holders of a majority of the voting power approved a resolution to effectuate the Name Change and
a 1,000:1 Reverse Stock Split (“Reverse Stock Split”). Under this Reverse Stock Split each 1,000 shares
of our Common Stock will be automatically converted into 1 share of Common Stock. To avoid the issuance of fractional shares
of Common Stock, the Company will issue an additional share to all holders of fractional shares. The effective date
of the Reverse Stock Split will be on or after August 8, 2016.
PLEASE NOTE THAT
THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE
OF SHARES PURSUANT TO THE FRACTIONAL SHARES OR ROUNDING UP SUB-ONE HUNDRED LOTS TO ONE HUNDRED.
PLEASE NOTE THAT
THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE
TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL NOT BE REDUCED WHILE THE NUMBER OF SHARES ISSUED AND
OUTSTANDING WILL BE REDUCED 1,000-FOLD.
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The Board of Directors
believe that among other reasons, the large number of outstanding shares of our Common Stock have contributed to the difficulty
with some business transactions, including attracting other business opportunities, have contributed to a lack of investor interest
in the Company, and has made it difficult to attract new investors, specialized funds and potential business candidates. As
a result, the Board of Directors has proposed the Reverse Stock Split as one method to attract business and investor opportunities
in the Company.
We
have no present understandings or agreements that will involve the issuance of capital stock, apart from understandings and agreement
disclosed in our filings with the Securities and Exchange Commission. However, we are engaged in negotiations with respect to transactions,
including financings and acquisitions, which could involve the issuance of capital
stock.
As of the date herein,
there are no definitive agreements, letters of intent of memorandums of understanding with respect to any transactions, financings
or acquisitions for the newly authorized but unissued shares that will become available following our 1-for-1,000 reverse stock
split and Name Change.
When a company engages
in a Reverse Stock Split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase
the market capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common
stock outstanding. Assume the market price is $0.01 per share. Assume that the company declares a 1 for 10 reverse stock split.
After the reverse split, that company will have 1/10 as many shares outstanding or 1,000,000 shares outstanding. The stock will
have a market price of $0.10. If an individual investor owned 10,000 shares of that company before the split at $0.01 per share,
he will own 1,000 shares at $0.10 after the split. In either case, his stock will be worth $100. He is no better off before or
after. Except that such company hopes that the higher stock price will make that company look better and thus the company will
be a more attractive investor or merger or purchase target for potential business. There is no assurance that that company's stock
will rise in price after a reverse split or that a suitable investor, merger or purchaser candidate will emerge.
The Board of Directors
believes that the Reverse Stock Split may improve the price level of our Common Stock and that the higher share price could help
generate interest in the Company among investors and other business opportunities
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The effect of the reverse split
upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies
in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse
split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split.
The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The reverse split
will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company
or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional
shares which will be rounded up. All stockholders holding a fractional share shall be issued an additional share to round up their
holdings. The principal effect of the Reverse Stock Split will be that the number of shares of Common Stock issued and outstanding
will be reduced from 88,841,833 shares of Common Stock to approximately 88,842 shares of Common Stock, $0.001 par value (depending
on the number of fractional shares that are issued). The Reverse Stock Split will affect the shares of common stock outstanding.
As a result, on the effective date of the Reverse Stock Split, the stated capital on our balance sheet attributable to our Common
Stock will be reduced to less than the present amount, and the additional paid-in capital account shall be credited with the amount
by which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be increased
because there will be fewer shares of our Common Stock outstanding.
The
number of authorized, issued and outstanding, and available shares of common and preferred shares are disclosed in the tables below:
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Authorized Shares of
Common Stock
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Number of Issued and
Outstanding Shares of
Common Stock
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Number of Shares of
Common Stock
Available in Treasury
for Issuance
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Pre-Reverse
Stock Split
(as of July 4, 2016)
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200,000,000 shares of
Common Stock
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88,841,833 shares of
Common Stock
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111,158,167 shares of
Common Stock
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Post-Reverse
Stock Split
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200,000,000 shares of
Common Stock
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88,842 shares of
Common Stock(1)
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199,911,158 shares of
Common Stock(1)
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(1)
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Depending on the number of fractional shares that are issued.
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Authorized Shares of
Common Stock
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Number of Issued and
Outstanding Shares of
Common Stock
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Number of Shares of
Common Stock
Available in Treasury
for Issuance
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Pre-Reverse
Stock Split
(as of July 4, 2016)
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50,000,000 shares of
Preferred Stock
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0 shares of
Common Stock
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50,000,000 shares of
Common Stock
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Post-Reverse
Stock Split
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50,000,000 shares of
Preferred Stock
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0 shares of
Common Stock(1)
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50,000,000 shares of
Common Stock(1)
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The Reverse Stock
Split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights
of stockholders be altered. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable.
The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered
by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements
of the Securities Exchange Act of 1934.
Stockholders should
recognize that they will own fewer numbers of shares than they presently own (a number equal to the number of shares owned immediately
prior to the filing of the certificate of amendment divided by 1,000). While we expect that the Reverse Stock Split will result
in an increase in the potential market price of our Common Stock (presuming our common stock is subsequently listed), there can
be no assurance that the Reverse Stock Split will increase the potential market price of our Common Stock by a multiple equal to
the exchange number or result in the permanent increase in any potential market price (which is dependent upon many factors, including
our performance and prospects). Also, should the potential market price of our Common Stock decline (presuming our common stock
is subsequently listed), the percentage decline as an absolute number and as a percentage of our overall market capitalization
may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity
in the market price of our Common Stock (presuming our common stock is subsequently listed), could be adversely affected by the
reduced number of shares that would be outstanding after the reverse split. Consequently, there can be no assurance that the reverse
split will achieve the desired results.
SUMMARY OF REVERSE STOCK SPLIT
Below is a brief
summary of the Reverse Stock Split:
The issued and outstanding
Common Stock shall be reduced on the basis of one post-split share of the Common Stock for every 1,000 pre-split shares of the
Common Stock outstanding. The consolidation shall not affect any rights, privileges or obligations with respect to the shares of
the Common Stock existing prior to the consolidation.
Stockholders of
record of the Common Stock the ex-dividend date shall have their total shares reduced on the basis of one post-split share of Common
Stock for every 1,000 pre-split shares outstanding.
As a result of the
reduction of the Common Stock, the pre-split total of issued and outstanding shares of 88,841,833 shall be consolidated to a total
of approximately 88,842 issued and outstanding shares (depending on the number of fractional shares that are be issued).
The Reverse Split
of the Common Stock is expected to become effective after we file our Articles of Amendment to our Articles of Incorporation (the
“Effective Date”). The Reverse Split will take place on the Effective Date without any action on the part of the holders
of the Common Stock and without regard to current certificates representing shares of Common Stock being physically surrendered
for certificates representing the number of shares of Common Stock each shareholder is entitled to receive as a result of the Reverse
Split. New certificates of Common Stock will not be issued at this time.
We do not have any
provisions in our Articles of Incorporation, by laws, or employment or credit agreements to which we are party that have anti-takeover
consequences. We do not currently have any plans to adopt anti-takeover provisions or enter into any arrangements or understandings
that would have anti-takeover consequences.
There are no adverse
material consequences or any anti-takeover provisions in either our Articles of Incorporation or Bylaws that would be triggered
as a consequence of the Reverse Split. The Articles of Incorporation or bylaws do not address any consequence of the Reverse Split.
See below for a discussion on the federal Income Tax consequences of the Reverse Split.
THE ACTION BY WRITTEN CONSENT
By July 4, 2016,
Board of Directors and the holders of a majority of the voting power approved effectuating a 1,000:1 Reverse Stock Split (pro-rata
reduction of outstanding shares) of our issued and outstanding shares of Common Stock (the “Reverse Stock Split”) and
a Name Change to Matrix Ventures Corp.
The holders of a
majority of the votes of the Company’s outstanding voting securities are comprised of 1 stockholder holding a total of holding
of over 56.279% of the issued and outstanding shares of common stock.
Thus, there would be a total of 50,000,000 voting
capital shares of which 88,841,833 have voted in favor of the actions.
No Further Voting Required
We are not seeking
consent, authorizations, or proxies from you. The Nevada Revised Statutes and our bylaws provide that actions requiring a vote
of the stockholders may be approved by written consent of the holders of outstanding shares of voting capital stock having not
less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. The approval by at least a majority of the outstanding voting power of our voting
securities is required to approve the increase in the authorized shares of common stock.
Notice Pursuant to the Nevada Revised
Statutes
Pursuant to the
Nevada Revised Statutes, we are required to provide prompt notice of the taking of corporate action by written consent to our stockholders
who have not consented in writing to such action. This Information Statement serves as the notice required by the Nevada Revised
Statutes.
Dissenters’ Rights of Appraisal
The Nevada Revised
Statutes does not provide dissenters’ rights of appraisal to our stockholders in connection with the matters approved by
the Written Consent.
As used herein,
“we”,
“us”, “our”, “Formcap”, “Company” or “our company” refers to FORMCAP
CORP. and all of its subsidiaries unless the context requires otherwise
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Information
Statement contains certain forward-looking statements regarding management’s plans and objectives for future operations including
plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements
and associated risks set forth in the information statement include or relate to, among other things, acceptance of our proposed
services and the products we expect to market, our ability to establish a customer base, managements’ ability to raise capital
in the future, the retention of key employees and changes in the regulation of our industry. These statements may be found under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description
of Business,” as well as in the information statement generally. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under
“Risk Factors”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements
contained in the information statement will in fact occur.
The forward-looking
statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements
are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic,
competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately
and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking
statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the “Risk Factors”
section of the information statement, there are a number of other risks inherent in our business and operations which could cause
our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements.
Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual
conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures,
which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking
information included in the information statement, the inclusion of such information should not be regarded as a representation
by us or any other person that our objectives or plans will be achieved.
Any statement in
the information statement that is not a statement of an historical fact constitutes a “forward-looking statement”.
Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”,
“seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions
that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could
cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our
ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important
factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risks
outlined under “Risk Factors” herein. The reader is cautioned that our company does not have a policy of updating or
revising forward-looking statements and thus the reader should not assume that silence by management of our company over time means
that actual events are bearing out as estimated in such forward-looking statements.
Corporate History and Business
Corporate History
The address of our principal executive office is 50 West
Liberty Street, Suite 880, Reno, NV 89501 and our telephone number is 775-285-5775.
Our common stock is quoted on the OTC Markets, Inc. under
the symbol "FRMC".
We were incorporated in the State of Florida on April 10,
1991, under the name of Aarden-Bryn Enterprises, Inc. The Company become a foreign registrant in the State of Nevada on January
24, 1998, and became qualified to transact business in the State of Nevada.
Since its incorporation, the Company has changed its name
several times. On August 27, 1998 the Company changed its name to Corbett’s Cool Clear WTAA, Inc., on September 24, 1999
to WTAA International, Inc., on December 6, 2001 to Gravitas International, Inc., and finally to its current name, FormCap Corp.
on October 12, 2007.
On December
14, 2013 the Company executed a Definitive Agreement with: Kerr Energy Group and Keta Oil & Gas LLC (Kerr and Keta) both incorporated
in Wichita, Kansas. Pursuant to the terms of the Agreement the Company paid Kerr and Keta a non-refundable deposit in the amount
of $25,000 (the “Deposit”) to be applied to the purchase price of oil leases to be purchased by Formcap, in Cowley
County Kansas. The Company also agreed to issue Kerr and Keta a total of 200,000 Rule 144 shares of FormCap.
In addition,
the Company paid Kerr and Keta two hundred dollars ($200.00) per acre for up to 2,400 acres of Leases, at total cost not exceeding
$480,000 within 30 days of execution of the Agreement, subject to final due diligence by the Company. The Company owns 100% of
the Leases (80% net revenue to FormCap; 20% freehold royalty), and will be the operator. The Company will have the option to purchase
additional leases in Cowley County from Kerr and Keta under an Area of Mutual Interest, the terms of which are set forth in the
Agreement. FormCap is required to drill one well in each of the first two years of the lease term to maintain its interest in the
Leases.
The Company
will also have the option to participate in the drilling of up to six exploration or development wells on lands currently owned
by Keta and Kerr under terms set out in the agreement.
On November
7, 2013 the Board of Directors approved the issuance of 200,000 Rule 144 shares to Kerr and Keta.
During January
2014, Ironridge Global IV, Ltd. ("Ironridge") purchased from Kerr and Keta the Company’s obligation in the aggregate
amount of $671,938.90 (the "Claim Amount"). Subsequently, the Company offered to settle the Claim Amount by the issuance
of unrestricted and fully tradable shares of the Company's common stock. Ironridge accepted the Company's settlement offer, subject
to a hearing on the fairness of the settlement terms. On February 21, 2014, the Company, Ironridge and the CEO of the Company entered
into a Stipulation Order for the settlement on the terms agreed on by Ironridge and the Company. On February 21, 2014, a California
Superior Court for the County of Los Angeles (the "State Court") held a hearing on the fairness of the Company's settlement
offer to Ironridge. Pursuant to the court order issued by the State Court on February 21, 2014, the shares of the Company's common
stock were deemed issued in settlement of the claims (subject to certain adjustments based on the future trading value of the stock)
when delivered to Ironridge. On February 24, 2014 the Company's transfer agent delivered to Ironridge 1,000,000 shares of the Company's
common stock. The shares issued to Ironridge were freely tradable and exempt from registration under the Securities Act of 1933
and the California Corporations Code. The number of shares issued to Ironridge was subject to adjustment based trading price of
the Company's stock such that the value of the shares is sufficient to cover the Claim Amount, a 10% agent fee amount and Ironridge's
reasonable legal fees and expenses ( the "Final Amount"). Under the Stipulation Order, Ironridge could not be the beneficial
owner of more than 9.99% of the Company's outstanding shares of common stock until the Final Amount is paid. Further Ironridge
agreed not to exercise any voting rights of the shares issued to it nor influence or cause any change in control of the Company.
On March 11,
2014 Ironridge paid Kerr and Keta $305,000 in full and final settlement of all monies due in connection with the acquisition of
2,400 acres of the Cowley leases. Ironridge was obligated to provide $367,000 to the Company to fund the drilling of two test wells
on the Cowley lands.
On May 27,
2014 the Company announced that that a drilling contract had been executed between Val Energy Inc., and FormCap’s operator,
Tiger Oil & Gas LLC to commence drilling on the 2,400 acres of prospective oil and gas leases owned by the Company in Cowley
County, Kansas, and submitted a Notice of Intent to Drill to the Kansas Corporation Commission.
During June
2014, Ironridge defaulted on its obligation to fund the drilling program and on July 3, 2014, Ironridge was deregistered. On July
10, 2014 the Company announced that the drilling program had been postponed and on August 1, 2014 the Intent to Drill licence expired.
On May 23,
2014 a majority of the shareholders consented to a reverse stock split in the ratio of 1 new share for every 10 old shares held
by shareholders. The reverse stock split took effect on or about December 2, 2014.
Other than as set out herein, we have not been involved in
any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation
or purchase or sale of a significant amount of assets not in the ordinary course of our business.
Employees
Currently, we do not have any employees. We do not expect
any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment
as needed.
We engage contractors from time to time to consult with us
on specific corporate affairs or to perform specific tasks.
Going Concern
We anticipate that additional funding will be required in
the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that
we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our
obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
Subsidiaries
We do not have any subsidiaries.
Intellectual Property
We do not own, either legally or beneficially, any patent
or trademark.
Legal Proceedings
None.
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This information below contains forward-looking
statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential" or "continue" or the negative
of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties
and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual
results.
The following discussion and analysis
provides information which management of FORMCAP CORP. (the "Company") believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial
statements and the notes to financial statements, which are included in this report.
Caution About Forward-Looking Statements
This management's discussion and analysis
or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter
ended January 31, 2015. Because of the nature of a relatively new and growing company the reported results will not necessarily
reflect the future.
This section includes a number of forward-looking
statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are
often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply
only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical results or our predictions.
Overview
The Company does not currently engage in any business activities
that provide cash flow.
On September 30, 2013 the Company executed a Definitive Agreement
with: Kerr Energy Group and Keta Oil & Gas LLC (Kerr and Keta) both incorporated in Wichita, Kansas.
Pursuant to the terms of the Agreement the Company paid Kerr
and Keta a non-refundable deposit in the amount of $25,000 (the “Deposit”) to be applied to the purchase price of oil
leases to be purchased by FormCap, in Cowley County Kansas. The Company will also issue Kerr and Keta a total of 200,000 Rule 144
shares of FormCap.
In addition, the Company paid Kerr and Keta two hundred dollars
($200.00) per acre for up to 1,500 acres of Leases, at total cost not to exceed $300,000 within 30 days of execution of the Agreement,
subject to final due diligence by the Company. The Company will own 100% of the Leases (80% net revenue to FormCap; 20% freehold
royalty), and will be the operator. The Company will have the option to purchase additional leases in Cowley County from Kerr and
Keta under an Area of Mutual Interest, the terms of which are set forth in the Agreement. FormCap is required to drill one well
in each of the first two years of the lease term to maintain its interest in the Leases.
The Company will also have the option to participate in the
drilling of up to six exploration or development wells on lands currently owned by Keta and Kerr under terms set out in the agreement.
On November 25, 2013 the Company, and Kerr and Keta agreed
to extend the closing date for the purchase of the oil exploration leases to January 15, 2014. The Company is to pay Kerr and Keta
$50,000 on or before November 15, 2013, $50,000 on or before December 15 2013 and the remaining balance to a maximum of $200,000
by January 14, 2014. These funds to be held in trust and applied toward the acquisition purchase price payable on January 15, 2014.
In addition, the Company has agreed to issue 200,000 Rule 144 shares in the company to Kerr and Keta.
On November 7, 2013 the Board of Directors approved the issuance
of 200,000 Rule 144 shares to Kerr and Keta.
During January 2014, Ironridge Global IV, Ltd. ("Ironridge")
purchased from Kerr and Keta the Company’s obligation in the aggregate amount of $671,938.90 (the "Claim Amount").
Subsequently, the Company offered to settle the Claim Amount by the issuance of unrestricted and fully tradable shares of the Company's
common stock. Ironridge accepted the Company's settlement offer, subject to a hearing on the fairness of the settlement terms.
On February 21, 2014, the Company, Ironridge and the CEO of the Company entered into a Stipulation Order for the settlement on
the terms agreed on by Ironridge and the Company. On February 21, 2014, a California Superior Court for the County of Los Angeles
(the "State Court") held a hearing on the fairness of the Company's settlement offer to Ironridge. Pursuant to the court
order issued by the State Court on February 21, 2014, the shares of the Company's common stock were deemed issued in settlement
of the claims (subject to certain adjustments based on the future trading value of the stock) when delivered to Ironridge. On February
24, 2014 the Company's transfer agent delivered to Ironridge 10,000,000 shares of the Company's common stock. The shares issued
to Ironridge were freely tradable and exempt from registration under the Securities Act of 1933 and the California Corporations
Code. The number of shares issued to Ironridge was subject to adjustment based trading price of the Company's stock such that the
value of the shares is sufficient to cover the Claim Amount, a 10% agent fee amount and Ironridge's reasonable legal fees and expenses
( the "Final Amount"). Under the Stipulation Order, Ironridge could not be the beneficial owner of more than 9.99% of
the Company's outstanding shares of common stock until the Final Amount is paid. Further Ironridge agreed not to exercise any voting
rights of the shares issued to it nor influence or cause any change in control of the Company.
On March 11, 2014 Ironridge paid Kerr and Keta $305,000 in
full and final settlement of all monies due in connection with the acquisition of 2,400 acres of the Cowley leases. Ironridge was
obligated to provide $367,000 to the Company to fund the drilling of two test wells on the Cowley lands.
On May 27, 2014 the Company announced that that a drilling
contract had been executed between Val Energy Inc., and FormCap’s operator, Tiger Oil & Gas LLC to commence drilling
on the 2,400 acres of prospective oil and gas leases owned by the Company in Cowley County, Kansas, and submitted a Notice of Intent
to Drill to the Kansas Corporation Commission.
During June 2014, Ironridge defaulted upon its obligation
to fund the drilling program and on July 3, 2014, Ironridge was deregistered. On July 10, 2014 the Company announced that the drilling
program had been postponed and on August 1, 2014 the Intent to Drill license expired.
The Company conducted an impairment test of the Cowley Leases
as at December 31, 2014 and determined that the leases were impaired. Accordingly, the Company recorded a charge of $516,802 against
the Leases.
On May 23, 2014 a majority of the shareholders consented
to a reverse stock split in the ratio of 1 new share for every 10 old shares held by shareholders. The reverse stock split is expected
to take effect on or about December 2, 2014.
On June 19, 2014 Mr. Graham Douglas resigned as Director,
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. On June 20 2014, Mr. Brad Moynes was
appointed to succeed Mr. Douglas in those positions.
Going Concern
We have incurred recurring losses to date. Our financial
statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating
to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to
continue in operation.
We expect we will require additional capital to meet our
long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt
securities.
Results of Operations for the Fiscal Years Ended December
31, 2014 and 2013
The audited operating results and cash flows are presented
for the years ended December 31, 2014 and 2013. We did not earn any revenues for the years ended December 31, 2014 and 2013.
Net Loss: For the year ended December 31, 2014 we had a net
loss of $8,610,978 as compared with a net loss of $2,386,213 for the year ended December 31, 2013.
Operating Expenses. For the year ended December 31, 2014,
we had total operating expenses of $401,032 as compared to $112,203 for the year ended December 31, 2014. The increase is due to
an increase of $50,928 in consulting services and the impairment charge recorded against the Cowley Leases, offset by a decrease
in General and administrative expenses of $47,361.
Consulting Fees. For the year ended December 31, 2014, we
had consulting fees of $64,950 as compared to $14,022 for the previous year. The increase was attributable to the use of additional
financial consulting services during 2014
General and administrative expenses: For the year ended December
31, 2014 we had general and administrative expenses of $50,820, a decrease of $47,361 as compared with $98,181 for the year ended
December 31, 2013.
Filing, Transfer agents’ expenses increased by $694
from $8,731 during the year ended December 31, 2013 to $9,425 during the year ended December 31, 2014 as a result of corporate
activity.
The Company did not incur any Investor and public relations
expenses during the year ended December 31, 2014. During the year ended December 31, 2013, the Company incurred $58,741 to develop
a corporate branding strategy and a new website.
Audit and accounting expenses for the year ended December
31, 2014 amounted to $30,750, an increase of $4,583 as compared with $26,167 incurred during the year ended December 31, 2013.
The increase in expenditure in this category resulted from additional professional services provided during 2014.
Legal expenses for the year ended December 31, 2014 amounted
to $6,267. The Company incurred $2,075 in connection with the Ironridge financing transaction and recognized a charge for legal
services relating to the year ended December 31, 2011, which had not been presented to the Company. The Company did not incur legal
expenses for the year ended December 31, 2013.
The Company incurred management fees of $3,000 during the
year ended December 31, 2014 (year ended December 31, 2013 – Nil)
Losses on foreign exchange transactions amounted to $1,117
during the year ended December 31, 2014, as compared with a loss of $1,580 during the year ended December 31, 2013. These losses
arose as a result of fluctuations in the exchange rates between the US Dollar and foreign currencies.
The Company incurred a loss on impairment of assets of $516,802
in connection with the Ironridge financing transaction. We did not incur a loss on impairment of assets during the years ended
December 31, 2013.
Interest Expense. The Company incurred insignificant interest
expense charges during the years ended December 31, 2014 and 2013, respectively.
Loss on settlement of debt: During the year ended December
31, 2014 we incurred a loss of $7,961,406 in connection with the settlement of certain debts owed to related parties, an increase
of $5,687,406, as compared with losses of of $2,274,000 on the settlement of debts owed to related parties incurred during the
year ended December 31, 2013.
Liquidity and Capital Resources: During the year ended December
31, 2014 our operating activities consumed cash in the amount of $20,932, a decrease of $57,194 as compared to cash consumed by
operations of $78,126 during the year ended December 31, 2013. During the year ended December 31, 2014 we did not undertake any
investing activity as compared with the year ended December 31, 2013, during which we invested $6,802 in the purchase of oil and
gas leases. During the year ended December 31, 2014, we obtained financing in the amount of $23,300 in the form of convertible
notes issued to unrelated parties of $18,300 and convertible notes issued to related parties of $5,000 as compared with $70,790,
convertible notes issued to unrelated parties during the year ended December 31, 2013. During the year ended December 31, 2014
we repaid convertible note payable in the amount of $3,000 (year ended December 31, 2013 – Nil)
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk.
The Company does not hold any derivatives or investments
that are subject to market risk. The carrying values of any financial instruments, approximate fair value as of those dates because
of relatively short-term maturity of these instruments which eliminates any potential market risk associated with such instruments.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable
Item 9A (T). Controls and Procedures.
As supervised by our board of directors and our principal
executive and principal financial officers, management has established a system of disclosure controls and procedures and has evaluated
the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal
Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure controls and
procedures (as defined in the 1934 Securities Exchange Act Rule 13a-15(e)) as of December 31, 2014, are not effective, based on
the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management's Annual Report on Internal Control over Financial
Reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of
1934 (the "Exchange Act"). Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control
over financial reporting as of December 31, 2014. We carried out this assessment using the criteria of the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. This annual report does not include
an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm, pursuant to temporary rules of the Securities and
Exchange Commission that permits us to provide only management's report in this annual report. Management concluded in this assessment
that as of December 31, 20124, our internal control over financial reporting is not effective.
There have been no changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of our 2013 fiscal year
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Compensation of Directors
Directors do not
receive fixed fees and other compensation for their services as Directors. The Board of Directors has the authority to fix the
compensation of Directors. No amounts have been paid to, or accrued to, Directors in such capacity.
Indemnification of Officers and Directors
As permitted by
Nevada Revised Statutes, our Articles of Incorporation provide that we will indemnify our directors and officers against expenses
and liabilities they incur to defend, settle, or satisfy any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such action, they are adjudged to have acted with gross negligence
or willful misconduct.
Pursuant to the
foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in that Act and is, therefore, unenforceable.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables
set forth certain information as of July 4, 2016 regarding the beneficial ownership of our common stock, based on 88,841,833 shares
of common stock issued to (i) each executive officer and director; (ii) all of our executive officers and directors as a group;
and (iii) each person or entity who, to our knowledge, owns more than 5% of our common stock.
Beneficial ownership
is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons
who possess sole or shared voting power or investment power with respect to those securities and include ordinary shares issuable
upon the exercise of stock options that are immediately exercisable or exercisable within 60 days. Except as otherwise indicated,
all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject
to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
Unless otherwise
indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that
person’s address, if not otherwise stated, is c/o FORMCAP CORP., 50 West Liberty Street, Suite 880, Reno, NV 89501.
|
Name Of Beneficial Owner
|
|
Number Of Shares Beneficially Owned (1)
|
|
|
Percentage
Beneficially
Owned (1)
|
|
|
5% Owners
|
|
|
|
|
|
|
|
Xianying Du
|
|
|
50,000,000
|
|
|
|
|
56.279%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers and Directors
Xianying Du
|
|
|
50,000,000
|
|
|
|
56.279
|
%
|
|
All executive officers and directors as a group (one person)
|
|
|
50,000,000
|
|
|
|
56.279
|
%
|
DESCRIPTION OF SECURITIES
The
following is a summary of the rights of our common stock and related provisions of our Articles of Incorporation and By-laws, as
they will be in effect upon the closing of our proposed offering. For more detailed information, please see our Articles of Incorporation
or By-laws in our filings with the Securities and Exchange Commission.
The following statements
relating to the capital stock set forth the material terms of our securities; however, reference is made to the more detailed provisions
of, and such statements are qualified in their entirety by reference to, the Articles of Incorporation and the By-laws, copies
of which are filed as exhibits to prior filings.
Common Stock
The holders of our
Common Stock are entitled to one vote per share on all matters to be voted on by our stockholders, including the election of directors.
Our stockholders are not entitled to cumulative voting rights, and, accordingly, the holders of a majority of the shares voting
for the election of directors can elect the entire board of directors if they choose to do so and, in that event, the holders of
the remaining shares will not be able to elect any person to our board of directors.
The holders of the
Company’s Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the
board of directors, in its discretion, from funds legally available there for and subject to prior dividend rights of holders of
any shares of our Preferred Stock which may be outstanding. Upon the Company’s liquidation, dissolution or winding up, subject
to prior liquidation rights of the holders of our Preferred Stock, if any, the holders of our Common Stock are entitled to receive
on a pro rata basis our remaining assets available for distribution. Holders of the Company’s Common Stock have no preemptive
or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such
shares. All outstanding shares of the Company’s Common Stock are, and all shares being offered by this prospectus will be,
fully paid and not liable to further calls or assessment by the Company.
Preferred Stock
The Company is authorized to issue 50,000,000
shares of preferred stock, par value $0.001, none of which are issued and outstanding. The designations, rights, and preferences
of such preferred stock are to be determined by the Board of Directors.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to the
Company’s Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the outstanding capital
shares of the Company entitled to vote (the “Voting Shares”) is required to effect the action described herein. The
Company’s Articles of Incorporation does not authorize cumulative voting for this matter. As of the Record Date, the Company
had 88,841,833 voting shares issued and outstanding. The consenting stockholders are the record and beneficial owners of 50,000,000
shares of the Company’s common voting stock, which represents approximately 56.279% of the total number of Voting Shares.
Pursuant to the Nevada Revised Statutes, the consenting stockholders voted in favor of the actions described herein in a written
consent, dated July 4, 2016. No consideration was paid for the consent. The consenting stockholders‘ names, affiliations
with the Company and their beneficial holdings are as follows:
|
Name
|
|
|
Voting Shares
|
|
|
Percentage
(1)
|
|
|
Xianying Du
|
|
|
50,000,000
|
|
|
56.279%
|
|
|
(1)
|
Based upon 88,841,833 “Voting
Shares” outstanding as of July 11, 2016.
|
NAME CHANGE
The Company Board of Directors and a
majority of the voting shares approved a resolution to effectuate a name change to Matrix Ventures Corp.
REVERSE STOCK SPLIT
The Company Board
of Directors approved a resolution to effectuate a 1,000:1 Reverse Stock Split. Under this Reverse Stock Split each
1,000 shares of our Common Stock will be automatically converted into 1 share of Common Stock. To avoid the issuance
of fractional shares of Common Stock, the Company will issue an additional share to all holders of fractional shares.
MATERIAL TERMS, POTENTIAL RISKS AND
PRINCIPAL EFFECTS OF THE REVERSE STOCK
SPLIT
PLEASE NOTE THAT THE REVERSE STOCK SPLIT
WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES
PURSUANT TO THE FRACTIONAL SHARES.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT
WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS
BECAUSE THE NUMBER OF SHARES ISSUED AND OUTSTANDING WILL BE REDUCED TO APPROXIMATELY 88,842.
The Board of Directors
believe that among other reasons, the large number of outstanding shares of our Common Stock have contributed to the difficulty
with some business transactions, have contributed to a lack of investor interest in the Company, and has made it difficult to attract
new investors, specialized funds and potential business candidates. As a result, the Board of Directors has proposed
the Reverse Stock Split as one method to attract business and investor opportunities in the Company.
We have no present
understandings or agreements that will involve the issuance of capital stock. However, we are engaged in negotiations with respect
to transactions, including financings and acquisitions, which could involve the issuance of capital stock. As of the date herein,
there are no definitive agreements, letters of intent of memorandums of understanding with respect to any transactions, financings
or acquisitions.
When a company engages
in a Reverse Stock Split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase
the market capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common
stock outstanding. Assume the market price is $.01 per share. Assume that the company declares a 1 for 5 reverse stock split. After
the reverse split, that company will have 1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have
a market price of $0.05. If an individual investor owned 10,000 shares of that company before the split at $.01 per share, he will
own 2,000 shares at $.05 after the split. In either case, his stock will be worth $100. He is no better off before or after. Except
that such company hopes that the higher stock price will make that company look better and thus the company will be a more attractive
investor or merger or purchase target for potential business. There is no assurance that that company's stock will rise in price
after a reverse split or that a suitable investor, merger or purchaser candidate will emerge.
The Board of Directors
believes that the Reverse Stock Split may improve the price level of our Common Stock and that the higher share price could help
generate interest in the Company among investors and other business opportunities. However, the effect of the reverse split upon
the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in
like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse split
will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split.
The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The reverse split
will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company
or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional
share. All stockholders holding a fractional share shall be issued an additional share. The principal effect of the Reverse Stock
Split will be that the number of shares of Common Stock issued and outstanding will be reduced from 88,841,833 shares of Common
Stock to approximately 88,842 shares of Common Stock. $0.001 par value (depending on the number of fractional shares that are issued
or cancelled). The Reverse Stock Split will affect the shares of common stock outstanding.
The Reverse Stock
Split will not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Stock Split, the stated
capital on our balance sheet attributable to our Common Stock will be reduced to less than the present amount, and the additional
paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share net income or loss
and net book value of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.
The Reverse Stock
Split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights
of stockholders be altered. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable.
The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered
by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements
of the Securities Exchange Act of 1934.
Stockholders should
recognize that they will own fewer numbers of shares than they presently own (a number equal to the number of shares owned immediately
prior to the filing of the certificate of amendment divided by 1,000). While we expect that the Reverse Stock Split will result
in an increase in the potential market price of our Common Stock, there can be no assurance that the Reverse Stock Split will increase
the potential market price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in
any potential market price (which is dependent upon many factors, including our performance and prospects). Also, should the market
price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization
may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity
in the market price of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after
the reverse split. In addition, the reverse split will increase the number of stockholders of the Company who own odd lots (less
than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as
well as possible greater difficulty in effecting such sales. Consequently, there can be no assurance that the reverse split will
achieve the desired results that have been outlined above.
The Reverse Split
of the Common Stock is expected to become effective after we file Articles of Amendment to our Articles of Incorporation (the “Effective
Date”). Upon the Effective Date, the Company will notify FINRA and request an ex-dividend date. The Reverse Split will take
place on the Effective Date without any action on the part of the holders of the Common Stock and without regard to current certificates
representing shares of Common Stock being physically surrendered for certificates representing the number of shares of Common Stock
each shareholder is entitled to receive as a result of the Reverse Split. New certificates of Common Stock will not be issued at
this time.
We do not have any
provisions in our Articles, by laws, or employment or credit agreements to which we are party that have anti-takeover consequences.
We do not currently have any plans to adopt anti-takeover provisions or enter into any arrangements or understandings that would
have anti-takeover consequences. In certain circumstances, our management may issue additional shares to resist a third party takeover
transaction, even if done at an above market premium and favored by a majority of independent shareholders.
There are no adverse
material consequences or any anti-takeover provisions in either our Articles of Incorporation or Bylaws that would be triggered
as a consequence of the Reverse Split. The Articles of Incorporation or Bylaws do not address any consequence of the Reverse Split.
FEDERAL INCOME TAX CONSEQUENCES
The following summary
of material federal income tax consequences of the Reverse Split does not purport to be a complete discussion of all of the possible
federal income tax consequences. Further, it does not address any state, local, foreign or other income tax consequences, nor does
it address the tax consequences to shareholders that are subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt
entities. The discussion is based on the United States federal income tax laws as of the date of this Information Statement. Such
laws are subject to change retroactively as well as prospectively. This summary also assumes that the shares of Common Stock are
held as “capital assets,” as defined in the Internal Revenue Code of 1986, as amended. The tax treatment of a shareholder
may vary depending on the facts and circumstances of such shareholder.
EACH SHAREHOLDER IS URGED TO CONSULT
WITH SUCH SHAREHOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.
No gain or loss
will be recognized by a shareholder as a result of the Reverse Split. The aggregate tax basis of the shares received in the Reverse
Split will be the same as the shareholder’s aggregate tax basis in the shares exchanged. The shareholder’s holding
period for the shares received in the Reverse Split will include the period during which the shareholder held the shares surrendered
as a result of the Reverse Split. The Company’s views regarding the tax consequences of the Reverse Split are not binding
upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would
accept the positions expressed above. The state and local tax consequences of the Reverse Split may vary significantly as to each
shareholder, depending on the state in which such shareholder resides.
This summary of
the tax consequences of the Reverse Split is not binding on the Internal Revenue Service or the courts, and the tax treatment to
particular stockholders may vary depending upon each stockholder’s particular facts and circumstances. Accordingly, each
stockholder should consult with the stockholder’s own tax advisor with respect to all of the potential tax consequences of
the Reverse Split.
PLANS, ARRANGEMENTS, COMMITMENTS OR UNDERSTANDINGS FOR THE
ISSUANCE OF THE ADDITIONAL SHARES OF COMMON STOCK.
We
have no present understandings or agreements that will involve the issuance of capital stock. However, we are engaged in negotiations
with respect to transactions, including financings and acquisitions, which could involve the issuance of capital stock. As of the
date herein, there are no definitive agreements, letters of intent of memorandums of understanding with respect to any transactions,
financings or acquisitions.
INFORMATION INCORPORATED BY REFERENCE
The following documents
are incorporated herein by reference and are deemed to be a part hereof from the date of filing of such documents:
Annual Report on
Form 10-K for the fiscal year ended December 31, 2013 and December 31, 2014
Quarterly Reports
on Form 10-Q for the quarters ended June 30, 2014 and September 31, 2014.
Reports in Form
8-K
All documents filed
by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the effective date of the action taken described herein.
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Information Statement to the extent that a statement contained herein, or in any other subsequently filed document that
also is, or is deemed to be, incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Statement.
This Information
Statement incorporates, by reference, certain documents that are not presented herein or delivered herewith. Copies of any such
documents, other than exhibits to such documents which are not specifically incorporated by reference herein, are available without
charge to any person, including any stockholder, to whom this proxy statement is delivered, upon written or oral request to our
Secretary at our address and telephone number set forth herein.
DELIVERY OF INFORMATION STATEMENT
To reduce the expenses of delivering
duplicate materials to our stockholders, we are taking advantage of housekeeping rules that permit us to deliver only one Information
Statement to stockholders who share the same address unless otherwise requested. If you share an address with another stockholder
and have received only one Information Statement, you may write or call us to request a separate copy at no cost to you. For future
mailings, you may request separate materials or, if you are receiving multiple copies you may request that we only send one set
of materials, by writing to us at 50 West Liberty Street, Suite 880, Reno, NV 89501
WHERE YOU CAN
FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC. You may read or copy any document we file at
the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of this information
may also be obtained by mail from the SEC’s Public Reference Branch at 100 F Street, N.E., Washington, D.C.
20549. In addition, our filings with the SEC are also available to the public on the SEC’s internet website at
http://www.sec.gov
Distribution of Information Statement
The cost of distributing
this Information Statement has been borne by us and certain shareholders that consented to the action taken herein. The distribution
will be made by mail.
Pursuant to the requirements of the Exchange Act of 1934,
as amended, the Registrant has duly caused this Information Statement to be signed on its behalf by the undersigned hereunto authorized.
WRITTEN CONSENT OF THE CONSENTING STOCKHOLDERS WHO COLLECTIVELY
OWN SHARES REPRESENTING A MAJORITY OF OUR COMMON STOCK HAVE CONSENTED TO AND EFFECTING THE NAME CHANGE AND REVERSE STOCK SPLIT.
NO FURTHER VOTES OR PROXIES ARE NEEDED AND NONE ARE REQUESTED. THE BOARD IS NOT REQUESTING A PROXY FROM YOU AND YOU ARE REQUESTED
NOT TO SEND A PROXY.
July 27, 2016
BY ORDER OF THE BOARD OF DIRECTORS
/s/
Xianying Du
Xianying Du
President,
Secretary, Treasurer & Director.