CPMD Cannapharmarx Inc (PK)

INFORMATION STATEMENT

We Are Not Asking You For A Proxy And

You Are Requested Not To Send Us A Proxy.

General Information

This Information Statement is being furnished to our stockholders in connection with the actions taken by our Board of Directors and the written consent of the holders of a majority of our outstanding voting securities with respect to the actions described below. On December 5, 2018, pursuant to Section 141(f) of the Delaware General Corporation Act, our Board of Directors unanimously approved these actions, subject to stockholder approval. In accordance with Section 228(a) of the DGCA, on or about December 5, 2018, we received written consents in lieu of a meeting from three stockholders beneficially holding an aggregate of 76,166,000 of our voting shares (“Majority Stockholders”), representing approximately 81.9% of the total shares eligible to vote as of December 5, 2018 (the “Record Date”), to approve an amendment to our Certificate of Incorporation, as amended, substantially in the form attached as Exhibit "A" to this Information Statement (the " Amendment "). The purpose of the Amendment is to increase our authorized capital stock from 100,000,000 shares of Common Stock having a par value of $0.0001 per share, to 300,000,000 shares of Common Stock. We also have 10,000,000 shares of Preferred Stock authorized, that will remain unchanged. This Information Statement is being sent to our stockholders to comply with the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall constitute notice to our stockholders of action taken by written stockholder consent.

We have elected not to call a special meeting of our shareholders in order to eliminate the costs of and time involved in holding a special meeting. Our management has concluded that it is in the best interests of our Company to address this matter in the manner stated herein.

Shareholders of record at the close of business on December 5, 2018 (the " Record Date ") are entitled to receive this Information Statement. As the Amendment has been duly approved by shareholders holding a majority of our voting capital stock, approval or consent of the remaining shareholders is not required and is not being solicited hereby or by any other means.

The Amendment will become effective when filed with the Secretary of State of the State of Delaware. We anticipate that the filing of the Amendment will occur after dissemination of this Information Statement to our shareholders, which is expected to occur on or about January __, 2019.

We Are Not Asking You For A Proxy And You

Are Requested Not To Send Us A Proxy

The date of this Information Statement is January __, 2019

Amendment to Certificate of Incorporation

On December 5, 2018, our Board of Directors, by written unanimous consent, authorized and recommended that our shareholders approve the Amendment. Also on December 5, 2018, shareholders representing a majority of our voting capital stock outstanding consented in writing to the Amendment. The purpose of the Amendment is to increase the number of authorized Common Shares from 100,000,000 shares, to 300,000,000 shares, par value $0.0001 per share. We are not amending the number of authorized Preferred Shares.

The Amendment will become effective upon filing of Certificate of Amendment to the Certificate of Incorporation (the “ Certificate of Amendment ”), attached hereto as Exhibit “A,” with the Secretary of State of the State of Delaware, but our Board of Directors reserves the right to not make such filing if it deems it appropriate not to do so.

Purpose and Effect of the Increase in Authorized Capitalization

( the “ Increase in Authorized Capitalization”)

As of the date of this Information Statement we have 1,814,259 shares of our authorized Common Stock available for issuance, not including up to 1.1 million shares that may be issued if the shareholders of a company we recently acquired elect to take their consideration in stock rather than cash. The Board of Directors does not believe this is an adequate number of shares to assure that there will be sufficient shares available for issuance in connection with possible future financings, possible future acquisition transactions, possible future awards under employee benefit plans, stock dividends, stock splits and other corporate purposes. Therefore, the Board of Directors approved the Increase in Authorized Capitalization as a means of providing it with the flexibility to act with respect to the issuance of Common Stock or securities exercisable for, or convertible into, Common Stock in circumstances which it believes will advance the interests of the Company and its stockholders without the delay of seeking an amendment to the Certificate of Incorporation at that time.

The Increase in Authorized Capitalization will not have any immediate effect on the rights of existing stockholders. However, under the laws of the State of Delaware, authorized, unissued and unreserved shares may be issued for such consideration (not less than par value) and for such purposes as the Board of Directors may determine without further action by the stockholders. The issuance of such additional shares may under certain circumstances result in the dilution of the equity or earnings per share of the existing stockholders.

While there are no assurances, our Board of Directors expects to undertake additional acquisitions in the near future, as well as corresponding private equity offering of our securities in the near future for the primary purpose of providing capital to allow the Company for such acquisitions and for working capital for the businesses to be acquired. The Board of Directors has no other current plans to authorize the issuance of additional shares of Common Stock or Preferred Stock or securities exercisable for, or convertible into, Common Stock or Preferred Stock. The approval of the Increase in Authorized Capitalization will give the Board of Directors more flexibility to pursue opportunities to engage in possible future acquisitions and financing transactions involving Common Stock or securities convertible into Common Stock. However, at this time there are no definitive agreements in place relating to any such transactions and no determination as to the type or amount of securities that might be offered has been made, should possible future transactions be pursued.

Certain Effects of the Increase in Authorized Capitalization

The Increase in Authorized Capitalization was not approved as a means of preventing or dissuading a change in control or a takeover of the Company. However, use of these shares for such a purpose is possible. For example, shares of authorized but unissued Common Stock or authorized but unissued Preferred Stock could be issued in an effort to dilute the stock ownership and voting power of persons seeking to obtain control of the Company or could be issued to purchasers who would support the Board of Directors in opposing a takeover proposal. In addition, the Increase in Authorized Capitalization may have the effect of discouraging a challenge for control or make it less likely that such a challenge, if attempted, would be successful. The Board of Directors and executive officers of the Company have no knowledge of any current effort to obtain control of the Company or to accumulate large amounts of capital stock of the Company.

The holders of Common Stock are not entitled to preemptive rights with respect to the issuance of additional shares of Common Stock or securities convertible into or exercisable for Common Stock. Accordingly, the issuance of additional shares of Common Stock or such other securities might dilute the ownership and voting rights of stockholders. The Increase in Authorized Capitalization does not change the terms of the Common Stock or Preferred Stock as set forth in the Company’s Certificate of Incorporation, as amended. The additional shares of Common Stock authorized by the Increase in Authorized Capitalization Stock will have the same voting rights, the same rights to dividends and distributions, and will be identical in all other respects to the shares of Common Stock now authorized.

For this reason our Board of Directors has chosen to adopt and recommend the Increase in Authorized Capitalization.

Manner of Effecting the Amendments

The Amendment will be effected by the filing of Certificate of Amendment to our Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware. The Amendment will become effective on the date of filing of the Certificate of Amendment unless we specify otherwise (the " Effective Date ").

Shareholders ARE NOT REQUIRED to return their certificates to have them re-issued by the Transfer Agent. All certificates heretofore issued will continue to represent fully paid and non-assessable shares of the Common Stock and/or Preferred Stock of the Company. The Amendment will not change any of the terms of our Common Stock or Preferred Stock and holders thereof will have the same voting rights and rights to dividends and distributions and each shareholder's percentage ownership of Company will not be altered.

A copy of the Certificate of Amendment to our Certificate of Incorporation is attached to this Information Statement as Exhibit “A.”

Appraisal Rights and Vote Required

No Rights of Appraisal

Under the laws of the State of Delaware, shareholders are not entitled to appraisal rights with respect to approval of the Amendment and we will not independently provide shareholders with any such right.

Vote Required

The Amendment requires the approval of the holders of a majority of the shares entitled to vote at a shareholder meeting on the Record Date of December 5, 2018. Holders of our Common Stock are entitled to one vote per share and holders of our Series “A” Convertible Preferred Stock are entitled to 1,250 votes per share on all matters submitted to a vote. There were 17,960,741 shares of our Common Stock and 60,000 shares of Series “A” Convertible Preferred Stock issued and outstanding as of the Record Date. Each share of Series “A” Convertible Preferred Stock is convertible into 1,250 shares of Common Stock. On December 5, 2018, shareholders representing 75,166,000 shares (81.9%) entitled to vote at a meeting, which is a majority of the shares outstanding, consented in writing to the Amendment.

Security Ownership Of Certain

Beneficial Owners And Management

The following table sets forth certain information regarding ownership of our Company's Common Stock as of December 5, 2018, the Record Date by (i) each person known to the Company to own beneficially more than 5% of our Common Stock, (ii) each director, (iii) each executive officer, and (iv) all directors and executive officers as a group. Share ownership is deemed to include all shares that may be acquired through the exercise or conversion of any other security immediately or within the next sixty days. Such shares that may be so acquired are also deemed outstanding for purposes of calculating the percentage of ownership for that individual or any group of which that individual is a member. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

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