INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear Shareholders:
We are writing to advise you that our Board of Directors and shareholders holding a majority of our outstanding voting capital stock have approved the amendment of the Articles of Incorporation of the Company to: (i) change the name of the Company to MJ Biotech, Inc.; and (ii) amend the Certificate of Designations of the Series B Preferred Stock, no shares of which are outstanding, whereby the conversion rate shall be increased from one share of Series B Preferred Stock to one share of the Companys common stock, to one share of Series B Preferred Stock to one hundred shares of the Companys common stock; and (iii) allocate the remaining 5,000,000 authorized, but unallocated, shares of Preferred Stock of the Company as Series C Preferred stock which shall have no voting rights and shall convert at a ratio of one share of Series C Preferred Stock into one hundred shares of common stock of the Company with an ownership limitation of 9.99% of the then outstanding shares of the Companys common stock.
These actions were approved by written consent on August 4, 2016 (as to subpart (i)) and June 8, 2016 (as to subparts (ii) and (iii)) by our Board of Directors and a majority of holders of our voting capital stock, in accordance with Delaware Corporation Act. Our directors and majority of the shareholders of our outstanding capital stock, as of the record date of August 4, 2016, have approved the changes to the Companys Articles of Incorporation as being in the best interests of our Company and our shareholders.
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days after the date of this Information Statement has been mailed to our shareholders. This Information Statement is first mailed to you on or about September 23, 2016.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST 4, 2016, THE RECORD DATE, ARE ENTITLED TO NOTICE OF THE CORPORATE ACTION. STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANYS SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE VOTED IN FAVOR OF THE ACTIONS. AS A RESULT, THE ACTION HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY. THESE ACTIONS ARE EXPECTED TO BE EFFECTIVE ON A DATE THAT IS AT LEAST TWENTY (20) DAYS AFTER THE MAILING OF THE DEFINITIVE INFORMATION STATEMENT TO THE SHAREHOLDERS OF RECORD.
We encourage you to read the attached Information Statement carefully for further information regarding these actions. In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, the approval of the action described herein by the holders of a majority of the voting power of the Company will be deemed ratified and effective at a date that is at least 20 days after the date this Information Statement has been mailed or furnished to our stockholders. This Information Statement is first being mailed or furnished to stockholders on or about September 23, 2016.
Michael James Enterprises, Inc.
743 Morris Turnpike, # 443
Short Hills, New Jersey 07078
INFORMATION STATEMENT AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY SHAREHOLDERS
OF THE VOTING CAPITAL STOCK OF THE CORPORATION
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS' MEETING WILL BE HELD
TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This Information Statement is being furnished to you solely for the purpose of informing stockholders of the matters described herein in compliance with Regulation 14C of the Exchange Act.
GENERAL
This Information Statement is being furnished to all holders of the common stock of Michael James Enterprises, Inc. (the "Company") as of August 4, 2016 in connection with the action taken by written consent of holders of a majority of the outstanding voting power of the Company to authorize the Merger.
"We," "us," "our," the Registrant and the "Company" refers to Michael James Enterprises, Inc., a Delaware corporation
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the Board) believes that the stockholders of the Company will benefit from the amendment to the Companys Articles of Incorporation because it will enhance shareholder value by allowing the company to acquire business assets and/or attract investors through the issuance of Preferred Stock.
ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.
AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO MJ BIOTECH, INC.
The Board approved the change of the Company name to MJ Biotech, Inc. so that the name more closely reflects the proposed operations of the Company going forward.
AMENDMENT OF ARTICLES OF INCORPORATION AS RELATES TO THE SERIES B AND SERIES C PREFERRED STOCK OF THE COMPANY
The Company has no Series B or Series C Preferred Stock outstanding. The Company is changing the nature and characteristics of the Series B Preferred Stock, and is establishing the Series C Preferred Stock, so that it can better attract institutional and private investors and/or acquire assets in exchange for Preferred Stock of the Company.
SUMMARY OF THE SERIES B PREFERRED STOCK
Currently the Series B Preferred stock of the Company contains voting rights of two votes for every one share of common stock and a one for one conversion rate into the Companys common stock. Pursuant to the Amendment to the Certificate of Designations of the Series B Preferred stock, the voting rights have been increased whereby each share of Series B Preferred Stock shall be entitled to 1,000 common stock votes; the conversion rate shall increase to where one share of Series B Preferred stock converts into one hundred shares of the Companys common stock and the Series B Preferred stock shall be unaffected by reverse stock splits and combinations.
SUMMARY OF THE SERIES C PREFERRED STOCK
Currently the Company does not have a Series C class of Preferred stock. Pursuant to the new Certificate of Designations of the Series C Preferred stock, the voting rights shall be whereby Series C Preferred Stock shall carry no voting rights; the conversion rate shall be one share of Series C Preferred stock converts into one hundred shares of the Companys common stock and the Series C Preferred stock shall be unaffected by reverse stock splits and combinations and any holder of the Series C Preferred Stock will only be permitted to convert into common stock so that such holder shall hold no more than 9.99 percent of the then outstanding common stock at any one point in time.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE
NEWLY DESIGNATED SEREIS B PREFFERED STOCK
The Company intends to issue 660,000 shares of Series B Preferred Stock pursuant to a certain Asset Purchase Agreement to acquire the
proprietary and exclusive technology for the formulation of a therapeutic treatment for sleep apnea. This asset acquisition repositions the Company as a biotech company.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE
NEWLY AVAILABLE SEREIS C PREFFERED STOCK
The main purpose of creating the Series C Preferred Stock is in order to have the ability to issue shares, with no voting rights, to attract investors. The Company has not entered into any agreements whereby it has agreed to issue the newly available Series C Preferred shares.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the 1934 Act Filings) with the Securities and Exchange Commission (the Commission). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (EDGAR).
OUTSTANDING VOTING SECURITIES
Our authorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.0001 per share, of which 12,958,270 shares are outstanding as of August 4, 2016. Additionally, the Company has authorized 5,000,000 Series A Preferred Stock have voting power (2 votes for every share of Series A Preferred Stock) of which 4,000 issued and outstanding as of August 4, 2016.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the Companys common stock owned on the Record Date by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group: