IFLM Independent Film Development Corporation (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14C

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

 

Check the appropriate box:

☒	Preliminary information statement
☐	Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
☐	Definitive information statement

INDEPENDENT FILM DEVELOPMENT CORPORATION

---

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required

 

☐	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

 

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

 

☐	Fee paid previously with preliminary materials.

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:

 

	(3)	Filing Party:
	(4)	Date Filed:

 

---

 

 

INDEPENDENT FILM DEVELOPMENT CORPORATION

845 Third Avenue, 6th Floor

New York, NY, 10022

 

DEFINITIVE INFORMATION STATEMENT

 

WE ARE NOT ASKING YOU FOR A PROXY,

AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

INTRODUCTION

 

This Information Statement is furnished to the stockholders of Independent Film Development Corporation, a Nevada corporation, in connection with action taken by our board of directors and the holders of a majority in interest of our voting capital stock to effect a restatement of our Articles of Incorporation (“Restatement”). The foregoing action has been ratified by the written consent of the holders of a majority in interest of our voting capital stock, consisting of our outstanding common stock, outstanding Series A Preferred Stock, as well as our board of directors, by written consent on February 11, 2015 . We anticipate that a copy of this Definitive Information Statement will be mailed to our shareholders as of the date hereof. We have attached a copy of the Restatement to this Information Statement for your reference.

 

The Restatement was effected as of February 11, 2015 but, under federal securities laws, is not effective until at least 20 days after the mailing of this Information Statement. We anticipate that the effective date for the Restatement will be on or about March 4, 2015.

 

RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION

 

If the Restatement was not adopted by majority written consent, it would have been required to be considered by our stockholders at a special stockholders’ meeting convened for the specific purpose of approving the Restatement. The elimination of the need for a special meeting of stockholders to approve the Restatement is made possible by Section 78.320 of Nevada Revised Statutes (the “NRS”), 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 special meeting. Pursuant to the NRS, a majority in interest of our capital stock entitled to vote thereon is required in order to approve the Restatement. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our shareholders that the Restatement be adopted by majority written consent and this Information Statement to be mailed to all stockholders as notice of the action taken.

 

The record date for purposes of determining the number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of business on February 8, 2015 (the “Record Date”). As of the Record Date, we had outstanding:

(i)

113,392,866 shares of common stock;

(ii)

5,000,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock holds 100 votes and is able to vote on all matters upon which the common stockholders may vote.

 

The transfer agent for our common stock is American Registrar & Transfer Co.

 

NO MEETING OF STOCKHOLDERS REQUIRED

 

We are not soliciting any votes in connection with the Restatement. The persons that have consented to the Restatement hold a majority of the Company’s outstanding voting rights and, accordingly, such persons have sufficient voting rights to approve the Restatement.

 

RESTATEMENT OF ARTICLES OF INCORPORATION

 

We are amending and restating our Articles of Incorporation in its entirety to:

 

·

increase in the number of authorized shares of common stock of the Company from 500,000,000 shares to 2,000,000,000 shares.;

 

·

adjust the par value of the common stock to $0.00001;

 

·

increase the number of authorized shares of Preferred stock of the Company from 15,000,000 shares to 15,000,010 shares;

 

These changes to our Articles of Incorporation will not adversely affect stockholders but will enable the Company’s board of directors, without further authorization from shareholders, to issue up to 2,000,000,000 shares of common stock for consideration deemed adequate in exchange for such shares. We have attached a copy of the Restatement to this Information Statement.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 11, 2015 by (i) each of our directors, (ii) each of our executive officers, (iii) each person who is known by us to own beneficially more than 5% of our common stock and (iv) all directors and officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Please read the footnotes to the table carefully, as the numbers and percentages calculated therein take into account certain Series A Preferred Shares, though not convertible into common stock, carry voting rights of 100 votes per share and are entitled to vote together with holders of our common stock on all matters upon which our common stockholders may vote.

Name of Beneficial Owner (1)		Amount and Nature of Beneficial Ownership			Percent (%) of Common Stock
Named Executive Officers
Jeff Ritchie, interim Chief Executive Officer, Director (2)			6,035,000			5.3%
Rachel Boulds, Chief Financial Officer, Director			1,350,000			1.2%
C. David Pugh, Chief Communication Officer			1,439,500			1.3%
Patrick Peach, Director			5,200,000			4.6%
All Directors and Officers as a Group (5 persons)			21,524,500			19.0%
George Ivakhnik			7,000,000			6.2%
Kenneth Eade (3)			9,430,000			8.3%
David Garland, former Chief Executive Officer			7,500,000			6.6%
Non Director and Non Officer as a Group (2 persons)			16,430,000			14.5%

 

(1) The above table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable. Unless otherwise indicated, beneficial ownership is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and includes voting or investment power with respect to the shares beneficially owned. Applicable percentages are based upon 113,392,866 shares of common stock outstanding as of February 11, 2015.

 

(2) Excludes 5,000,000 shares of Series A Preferred Stock held directly by Mr. Ritchie. If the votes of the Series A Preferred Stock were taken into account, Jeff Ritchie would beneficially hold 82.50% of the voting securities of the Company.

 

(3) Includes 1,000,000 shares of common stock owned by Valentina Eade, wife of Mr. Eade, all beneficial ownership of which is claimed by Mr. Eade.

 

NO DISSENTER’S RIGHTS

 

Under the NRS, stockholders are not entitled to dissenter’s rights of appraisal with respect to the restatement of our Articles of Incorporation.

 

PROPOSALS BY SECURITY HOLDERS

 

No security holder has requested us to include any additional proposals in this Information Statement.

 

 

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

 

No officer, director or director nominee has any substantial interest in the matters acted upon by our Board and shareholders, other than his role as an officer, director or director nominee. No director has informed us that he intends to oppose the Restatement.

 

ADDITIONAL INFORMATION

 

We file reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to the Securities Exchange Act of 1934. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

 

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

 

Only one Information Statement is being delivered to multiple security holders sharing an address unless we received contrary instructions from one or more of the security holders. We shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can notify us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to us at 845 Third Avenue, 6th Floor, New York, NY, 10022, or by calling us at (310) 295-1711. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements and proxy statements, if any, and annual reports of the Company.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ Jeff Ritchie

Jeff Ritchie

Chief Executive Officer

February 11, 2015