United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
---------------
INFORMATION
STATEMENT PURSUANT TO
SECTION
14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
---------------
JOBLOCATIONMAP
INC.
---------------------------------------
(Name
of Registrant)
Nevada
|
001-36604
|
46-0745348
|
(State of Incorporation)
|
(Commission File No.)
|
(IRS Employer Identification No.)
|
153
West Lake Mead Parkway #2240
|
Henderson,
NV 89015
|
(Address
of Principal Executive Offices)
(702)
586-1338
(Registrant’s
Telephone Number)
John
B. Lowy, Esq.
645
Fifth Avenue, Suite 400
New
York, NY 10022
(212)
371-7799
---------------------------------------
(Name,
Address and Telephone Number of Person Authorized to Receive
Notice
and Communications on Behalf of the Person(s) Filing Statement)
We
Are Not Asking You for a Proxy and
You
Are Required Not to Send Us a Proxy
JOBLOCATIONMAP
INC.
153
West Lake Mead Parkway #2240
|
Henderson,
NV 89015
|
Information
Statement Pursuant to Section 14(f) of the
Securities
Exchange Act of 1934 and
Rule
14f-1 Thereunder
Notice
of Proposed Change in the
Majority
of the Board of Directors
INTRODUCTION
The
information contained in this Information Statement pursuant to Rule 14f-1 (the “Notice”) is being furnished to all
holders of record of common stock of Joblocationmap Inc. (the “Company”) at the close of business on April 27, 2017
in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act”),
and Rule 14f-1 under the Exchange Act.
No
action is required by the stockholders of the Company in connection with this Information Statement. However, Section 14(f) of
the Exchange Act and Rule 14f-1 promulgated thereunder require the mailing to our stockholders of record of the information set
forth in this Information Statement at least 10 days prior to the date a change in a majority of our directors occurs, otherwise
than at a meeting of our stockholders. Accordingly, the change in a majority of our directors pursuant to the terms of the Common
Stock Purchase Agreement will not occur until at least 10 days following the mailing of this Information Statement. This Information
Statement will be mailed to our stockholders of record on or about April 28, 2017.
Please
read this Information Statement carefully. It describes the terms of the Common Stock Purchase Agreement and contains certain
biographical and other information concerning our executive officers and directors after completion of the Common Stock Purchase
Agreement. All of our filings and exhibits thereto, may be inspected without charge at the public reference section of the Securities
and Exchange Commission (“SEC”) at 100 F Street N.E., Washington, DC 20549 or obtained on the SEC’s website
at
www.sec.gov
.
YOU
ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. NO VOTE OR OTHER ACTION BY THE COMPANY’S STOCKHOLDERS IS REQUIRED
IN RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
As
of April 27, 2017, Omri Morchi and Eden Shoua (the “Sellers”), entered into a Common Stock Purchase Agreement (the
“Stock Purchase Agreement”) pursuant to which the Sellers agreed to sell to Peak Global Consultants Limited (the “Purchaser”),
the 8,000,000 shares of common stock of the Company (the “Shares”) owned by the Sellers, constituting approximately
84.2% of the Company’s 9,500,000 issued and outstanding common shares, for $235,000. As a result of the sale there will
be a change of control of the Company. It is intended that the change of management will be completed approximately 11 days after
this Information Statement is filed with the SEC and mailed to the Company’s stockholders. There is no family relationship
or other relationship between the Sellers and the Purchaser.
In
connection with the sale pursuant to the Stock Purchase Agreement, the Sellers and the Company’s Directors and officers—Mr.
Morchi and Ms. Shoua--have agreed to (a) appoint Liang Chen (the “Designee”) as the sole director of the Company,
subject to the filing and dissemination of this Information Statement, and (b) submit their resignations as the directors and
officers of the Company, subject to the filing and dissemination of this Information Statement. As a result thereof, the Designee
will then constitute the entire Board of Directors of the Company.
As
of the date of this Information Statement, the authorized capital stock of the Company consists of 100,000,000 shares of common
stock, par value $.0001 per share, of which 9,500,000 shares are issued and outstanding, and 50,000,000 shares of Preferred Stock,
$.0001 par value, none of which shares are issued or outstanding. Each share of common stock is entitled to one vote with respect
to all matters to be acted on by the stockholders.
CURRENT
DIRECTORS AND EXECUTIVE OFFICERS
Set
forth below are the current directors and executive officers of the Company:
Name
|
|
Position/Title
|
|
Age
|
|
|
|
|
|
Omri Morchi
|
|
President,
Director
|
|
|
28
|
|
|
|
|
|
|
|
|
Eden Shoua
|
|
Treasurer, Secretary,
Director
|
|
|
25
|
|
|
(1)
|
M.
Morchi and Ms. Shoua will resign all of their positions when the change of control is
completed, on or about May 8, 2016.
|
The
following sets forth biographical information regarding the Company’s current directors and officers:
Mr.
Omri Morchi
Mr.
Morchi is our President and director and has served in these capacities since June 15, 2010.
Education:
high school
Bachelor
of Business Administration - Human Resource Management & Leadership - university of Haifa Israel
Work
Experience:
Office
Temp - Office Team & Randstad (Current)
Receptionist/Admin
Assistant - Israel Government
Past
employment opportunities have allowed him to become familiar working in an office where he performed such tasks as:
•
Performing general admin duties including, but not limited to: greeting clients/job candidates; answering general inquiries; photocopying;
faxing; utilizing couriers; and coordinating meetings using Microsoft Outlook (3.5 years)
•
Preparing and reviewing written documents (Microsoft Word), including: proofreading and editing written information to ensure
accuracy and completeness while tracking correspondence (1.5 years);
•
Coding invoices, processing expense and credit card receipts (6 months); and
•
Creating and inputting data into Microsoft Excel spreadsheets and other database systems (6 months)
Relevant
Course Work:
•
Technical English (this course develops knowledge, skills processes, strategies, attitudes, and behaviours relevant to the world
of academic, technical, and professional reading, writing, speaking, and listening )
•
Business Communications (skill development in public speaking, correspondence, and report writing for business)
•
Business Info Technology (introduction to Microsoft Word, Excel, Access, Outlook and PowerPoint)
•
Business Information Systems (the classification, development, management, control and analysis of information are surveyed using
Microsoft Excel, Access and PowerPoint)
•
Financial Accounting (complete all the steps of the accounting cycle culminating in the preparation and analysis of financial
statements and a manual bookkeeping practice set)
•
Managerial Accounting (devoted to managerial analysis and decision-making, special purpose reports for management, variable costing
and the contribution approach, and budgeting)
Ms.
Eden Shoua
Ms.
Shoua is Our Treasurer, Secretary and director, and has served on our Board of Directors since June 15, 2010.
Between
the years of 2006- 2010 Eden took a few courses online marketing and sales in the college named Marketwise The heart of marketing
consists of a sequence of activities : identifying customer needs, developing goods and services to satisfy those needs, communicating
information about products to potential customers, and distributing the products to customers.
In
2006 Eden finished high school in marketing and sales since then till today she is providing her marketing skills and leadership
training to organizations, including manufacturing firms, service firms, retailers, wholesalers, advertising agencies, the communications
media, and government agencies include sales, advertising, retailing, brand management, logistics management, market research,
purchasing management and more.
Set
forth below is information describing the Company’s proposed new officer and director (the “Designee”), to be
designated pursuant to the terms of the Stock Purchase Agreement:
Name
and Address
|
|
Position/Title
(1)
|
|
Age
|
|
|
|
|
|
Liang
Chen
|
|
Director,
CEO, CFO
|
|
|
28
|
|
Xiang
yan lu xi 255
|
|
|
|
|
|
|
Hao
3-1-402 shi,
|
|
|
|
|
|
|
Wo
yang xian cheng guang zhen
|
|
|
|
|
|
|
An
hui sheng, PRC 233600
|
|
|
|
|
|
|
(1) The
person named above will become the Company’s sole director when completion of the change of control takes effect, on or
about May 8, 2017.
The
following sets forth biographical information regarding the Company’s proposed new director and officer:
Liang
Chen graduated from the University of Science and Technology of China in 2010. He was employed from June 2010 – May 2015
as a marketing manager at Anhui Technology Import and Export Co where he was tasked with implementing new marketing campaigns
for their products. From June 2015 to February 2017 he was the Marketing Director of Anhui Sinonet Science & Technology Co
Ltd and has been instrumental in their expansion into the online and emerging markets in countries globally.
There
is no relationship between the Sellers and the Designee. The proposed new director and officer has no material plan, contract
or arrangement (written or not written) to which a proposed new director or officer is a party, or in which he participates, that
is entered into, or a material amendment, in connection with the triggering event or any grant or award to any such covered person
or modification thereto, under any such plan, contract or arrangement in connection with any such event.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
To
the Company’s knowledge, during the past ten (10) years, neither our current directors, executive officers, promoters, control
persons, nor the Designee, has been:
-
the
subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time;
-
convicted
in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; or found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of the Company’s common stock by (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of the Company’s common stock and (ii) by the
directors and executive officers of the Company. The person or the company named in the table has sole voting and investment power
with respect to the shares beneficially owned.
The
following sets forth the beneficial ownership information prior to the closing of the Share Purchase Agreement:
Title
of Class
|
Name
and Address Of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class(1)
|
|
|
|
|
Common
Stock, par value $0.0001
|
Omri
Morchi
|
4,000,000
|
42.10%
|
153 W.
Lake Mead Pkwy
|
Henderson,
NV 89105
|
|
Eden Shoua
|
4,000,000
|
42.10%
|
153 W
Lake Mead Pkwy
|
Henderson,
NV 89105
|
|
|
|
|
Common
Stock, par value $0.0001
|
All Executive
Officers
|
8,000,000
|
84.20%
|
and Directors
as a Group
|
(2
persons)
|
(1)
|
The
percent of class is based on 9,500,000 shares of common stock issued and outstanding as of April 27, 2017.
|
The
following sets forth the beneficial ownership information after the closing of the Share Purchase Agreement:
Title
of Class
|
|
Name
and address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
Percentage of Class
|
|
|
|
|
|
|
|
Common
Stock
|
|
Liang Chen (1)
|
|
|
|
|
|
|
|
|
Par value $.0001
|
|
160 Kemp
House
|
|
|
8,000,000
|
|
|
|
84.20
|
%
|
|
|
City
Road
|
|
|
|
|
|
|
|
|
|
|
London
Ec1V 2NX UK
|
|
|
|
|
|
|
|
|
|
(1)
|
Liang
Chen, the Designee, is the 100% owner of the Purchaser, and is therefore the beneficial
owner of the 8,000,000 shares acquired by the Purchaser.
|
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of a registered class of our equity
securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and 10% stockholders are required
by regulation to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge (based upon a review
of the Forms 3, 4 and 5 filed), no officer, director or 10% beneficial stockholder of the Company failed to file on a timely basis
any reports required by Section 16(a) of the Exchange Act during the Company’s fiscal year ended December 31, 2016.
COMPENSATION
OF DIRECTORS AND OFFICERS
During
the fiscal year ended December 31, 2016, no director or executive officer received any compensation from the Company.
Corporate
Governance
Board of Directors and Committees; Director Independence
We
do not have standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions.
These functions are currently performed by the Board of Directors, which currently consists of two persons. We do not have an
audit committee charter or nominating committee charter.
Our
Board of Directors does not currently have an expressed policy with regard to the consideration of any director candidates recommended
by stockholders because the Board of Directors believes that it can adequately evaluate any such nominees on a case-by-case basis.
Our Board of Directors does not currently have any formal minimum criteria for nominees. We have not received any recommendations
for director nominees from any stockholders.
Neither
of our current directors, nor the Designee following the change of control, are “independent” directors under the
Nasdaq Marketplace Rules.
Board
Meetings
During
the Company’s fiscal year ended December 31, 2016, our Board of Directors did not hold any meetings and took no actions
by written consent. We have not yet established a policy with respect to board member’s attendance at annual meetings.
Stockholder
Communications
Our
Board of Directors does not currently have a process for our stockholders to send communications to the Board of Directors
.
Following the change of control of the Board of Directors, our stockholders can send communications to the new Board of
Directors by writing to Mr. Liang Chen, c/o Peak Global Consultants Limited, 160 Kemp House, City Road, London EC1V 2NX United
Kingdom.
No
current or prior officer or director has received any remuneration or compensation from the Company in the past two years, nor
has any member of the Company’s management been granted any option or stock appreciation right. Accordingly, no tables relating
to such items have been included within this Item. None of our employees are subject to a written employment agreement nor has
any officer received a cash salary since our founding.
The
Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal periods
ended December 31, 2016 and 2015. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000
in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or deferred.
Summary
Compensation Table
Name
and Principal Position
|
|
|
Year
|
|
|
|
Salary
($)
|
|
|
|
Bonus
($)
|
|
|
|
Stock
Awards
($)
|
|
|
|
Option
Awards
($)
|
|
|
|
Non-Equity
Incentive Plan Compensation
($)
|
|
|
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
|
|
|
All
Other Compensation ($)
|
|
|
|
Total
($)
|
|
Omri
Morchi
|
|
|
2016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
President
|
|
|
2016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Eden
Shoua
|
|
|
2016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Treasurer
|
|
|
2015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
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|
Compensation
of Directors
There
are no agreements to compensate any of the directors for their services.
We
have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the
benefit of our employees.
Termination
of Employment and Change of Control Arrangement
There
are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees,
officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement
or other termination of such person’s employment with the Company, or any change in control of the Company, or a change
in the person’s responsibilities following a change in control of the Company.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except
for the ownership of the Company’s securities, neither the current directors and officers, nor the Designee, nor any member
of the immediate family of such person, have, to the knowledge of the Company, had a material interest, direct or indirect, during
the two fiscal years ended December 31, 2015 and 2016, in any transaction or proposed transaction which may materially affect
the Company
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
The
Company is subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, in accordance with
that act, files periodic reports, documents and other information with the SEC relating to its business, financial statements
and other matters. These reports and other information may be inspected and are available for copying at the offices of the SEC,
100 F Street Street, N.E., Washington, D.C. 20549 and are available on the SEC's website at www.sec.gov.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Information Statement to be signed
on its behalf by the undersigned hereunto duly authorized.
|
JOBLOCATIONMAP INC.
|
|
|
April
___,2017
|
By:
|
/s/
Omri Morchi
|
|
|
Omri
Morchi,
President
|
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