UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X ] | Preliminary Information Statement |
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[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) |
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[ ] | Definitive Information Statement |
KENSINGTON LEASING LTD.
(Exact Name of Registrant As Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X ] | No fee required. |
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[ ] | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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(1) | Title of each class of securities to which transaction applies: |
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(2) | Aggregate number of securities to which transaction applies: |
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(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): |
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(4) | Proposed maximum aggregate value of transaction: |
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(5) | Total fee paid: |
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[ ] | Fee paid previously with preliminary materials. |
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[ ] | 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. |
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(1) | Amount Previously Paid: |
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(2) | Form, Schedule or Registration Statement No: |
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(3) | Filing Party: |
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(4) | Date Filed: |
KENSINGTON LEASING LTD. |
1005 South Center Street |
Redlands, California 92373 |
909-708-4303 |
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NOTICE OF STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT |
To our Stockholders:
NOTICE IS HEREBY GIVEN that the Board of Directors (the “Board”) of Kensington Leasing Ltd., a Nevada corporation (hereinafter the “Company,” “we,” “us” or “our”), has approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”), have executed an Action by Written Consent of Stockholders in Lieu of a Special Meeting, approving an amendment to our Articles of Incorporation, as amended (our “Articles of Incorporation”), to change our name from “Kensington Leasing Ltd..” to “Wealthmakers Corp.”
The accompanying information statement (the “Information Statement”), which describes the proposed name change in more detail, and provides our stockholders with other important information, is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Pursuant to Nevada Revised Statutes, our Articles of Incorporation and our bylaws, stockholder action may be taken by written consent without a meeting of stockholders. The written consent of a majority of the outstanding shares of our Common Stock is sufficient to approve the proposed name change. The name change will become effective on the date the Company files an amendment to its Certificate of Amendment with the Nevada Secr etary of State, which we anticipate to be on or around November 5, 2010. In accordance with the federal securities laws, the proposed name change cannot be effected until at least twenty (20) calendar days following the mailing of this Information Statement. We will first mail this Information on or about October 15, 2010 to stockholders of record as of October 1, 2010.
Your consent regarding the proposed name change is not required and is not being solicited in connection with this corporate action. The accompanying Information Statement will serve as notice pursuant to the Nevada Revised Statutes and the Exchange Act of the approval by less than the unanimous written consent of the stockholders of the Company with respect to the proposed name change.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR
INFORMATION PURPOSES ONLY.
| By Order of the Board of Directors, |
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| Angelique de Maison |
| Chief Executive Officer |
| October 4, 2010 |
KENSINGTON LEASING LTD. |
1005 South Center Street |
Redlands, California 92373 |
909-708-4303 |
INFORMATION STATEMENT PURSUANT TO SCHEDULE 14C
THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR INFORMATION PURPOSES ONLY. NO VOTE OR OTHER ACTION OF OUR STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. |
THE APPROXIMATE DATE OF MAILING OF THIS INFORMATION STATEMENT IS OCTOBER 15, 2010.
Kensington Leasing Ltd., a Nevada corporation (hereinafter the “Company,” “we,” “us” or “our”), is sending you this Information Statement solely for the purpose of informing you, as one of our stockholders, in the manner required under Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that our Board of Directors (our “Board”) has previously approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”), have previously executed an Action by Written Consent of Stockholders in Lieu of a Special Meeting approving, an amendment to our Articles of Incorporation, as amended (our “Articles of Incorporation”), to change our name from “Kensington Leasing Ltd..” to “Wealthmakers Corp. ” No vote or other action is requested or required on your part.
BRIEF QUESTIONS AND ANSWERS REGARDING THE PROPOSED NAME CHANGE
Q1: | What actions were taken by the Action by Written Consent of the Stockholders in lieu of a Special Meeting? |
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A1: | Pursuant to the Action by Written Consent of the Stockholders in lieu of a Special Meeting, our stockholders holding at least a majority of the issued and outstanding shares of our Common Stock approved an amendment to our Articles of Incorporation to change our name from “Kensington Leasing Ltd.” to “Wealthmakers Corp.” (the “Name Change Amendment”). Additional information regarding the Name Change Amendment is set forth below in the section entitled “Approval of Name Change Amendment.” |
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Q2: | How many shares of Common Stock were voted in favor of the Name Change Amendment? |
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A2: | The approval of the Name Change Amendment by the written consent of our stockholders requires the consent of the holders of at least a majority of our outstanding shares of Common Stock as of October 1, 2010 (the “Record Date”). As of the Record Date,7,888,000 shares of our Common Stock were issued and outstanding. Each share of our Common Stock is entitled to one vote. The holders of 4,884,913 shares of our Common Stock, representing approximately 62% of the shares entitled to vote on the Record Date, executed the Action by Written Consent of the Stockholders in Lieu of a Special Meeting. Consequently, no additional votes are required to approve the Name Change Amendment. |
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Q3: | Why is the Company amending its Articles of Incorporation through a stockholder written consent in lieu of |
| holding a stockholder meeting? |
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A3: | Under the Nevada Revised Statutes, our Articles of Incorporation and our bylaws, stockholder actions may be taken by written consent without a meeting of stockholders. The written consent of the holders of a majority of our outstanding Common Stock is sufficient to approve and adopt the Name Change Amendment. The Company is not required to solicit the vote of any additional stockholders to affect the Name Change Amendment. However, the Company is obligated by the Nevada Revised Statutes and the federal securities laws to provide this Information Statement to you in connection with the Name Change Amendment. |
APPROVAL OF NAME CHANGE AMENDMENT
Name Change Amendment
Our Board and a majority of the holders of our Common Stock have approved an amendment to our Articles of Incorporation to change our name from “Kensington Leasing Ltd.” to “Wealthmakers Corp..” The name change is being effected because our Board believes that the new name will better reflect the Company’s new business model. A copy of the proposed form of Certificate of Amendment of the Articles of Incorporation is attached to this Information Statement as Exhibit A.
As previously reported on a Form 8-K filed on September 2, 2010, on August 27, 2010, the Company entered into an Share Exchange Agreement (the “Share Exchange Agreement”) with WealthMakers, Ltd. (“Wealthmakers”) pursuant to which the Company issued an aggregate of 3,838,500 shares of KENSINGTON LEASING’s common stock to WealthMakers in consideration for 100% of the outstanding capital shares of WealthMakers (the “Acquisition”).
Wealthmakers is a web-based predictive research technology company that connects to automated trading platforms for stocks, indexes, bonds, options, commodities and currencies and can trade in up to 80 markets around the world in a single universal account provided by a leading online broker.
A copy of the proposed form of Certificate of Amendment of the Articles of Incorporation is attached to this Information Statement as Exhibit A.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, 7,888,800 shares of our Common Stock were outstanding. The following table sets forth certain information at the Record Date with respect to the beneficial ownership of shares of common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of common stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown.
Name and Address of | Amount and Nature of | Percentage |
Angelique de Maison 1005 South Center Street Redlands, CA 92373 | 4,884,913 | 61.92% |
Michael T. Ryan 1005 South Center Street Redlands, CA 92373 | 0 | 0 |
Charlotte Hopkins 1005 South Center Street Redlands, CA 92373 | 0 | 0 |
Trisha Malone 10409 Strathmore Drive Santee, CA 92071 | 0 | 0 |
Supercomm, LLC (1) Kenneth Rotman 1676 Franceschi Road Santa Barbara, CA 93103 | 575,000 | 7.28% |
Directors and Officers as a group (1person) | 5,459,913 | 69.2% |
(1) Kenneth Rotman, the president of Allianex Corp., is the beneficial owner of the shares owned by Supercomm, LLC. (2) On April 9, 2010, we entered into an Option Purchase Agreement with Merrimen Investments, Inc. (“Merrimen”) pursuant to which we sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of our common stock. The option has an exercise price of $0.08 per share, expires on April 8, 2011, and may be exercised on or after October 1, 2010. Based on the number of shares outstanding on the date of this Report, if Merrimen were to exercise the option in full, it would own over 75% of our outstanding common stock. . |
INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
None of the persons who have served as our officers or directors since the beginning of our last fiscal year, or any associates of such persons, have any substantial interest, direct or indirect, in the Name Change Amendment, other than the interests held by such persons through their respective beneficial ownership of the shares of our capital stock set forth above in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” None of our directors opposed the Name Change Amendment.
EXPENSE OF INFORMATION STATEMENT
The expenses of mailing this Information Statement will be borne by us, including expenses in connection with the preparation and mailing of this Information Statement and all related materials. It is contemplated that brokerage houses, custodians, nominees, and fiduciaries will be requested to forward this Information Statement to the beneficial owners of our Common Stock held of record by such person and that we will reimburse them for their reasonable expenses incurred in connection therewith. Additional copies of this Information Statement may be obtained at no charge by writing us at Kensington Leasing Ltd. CEO Angelique de Maison, 1005 South Center Street, Redlands, California 92373.
MISCELLANEOUS
Only one Information Statement is being delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders sharing such address. We undertake to deliver promptly upon request a separate copy of this Information Statement to any stockholder at a shared address to which a single copy of this Information Statement was delivered and provide instructions as to how the stockholder can notify us that the stockholder wishes to receive a separate copy of this Information Statement or other communications to the stockholder in the future. In the event a stockholder desires to provide us with such a request, it may be given verbally by telephoning our offices at 909-708-4303 or by mail to our address at Kensington Leasing Ltd., CEO Angelique de Maison, 1005 South Center Street, Redlands, CA 92373. In addition, stockholders sharing an address can request delivery of a single copy of annual reports or proxy statements if you are receiving multiple copies upon written or oral request to the Chief Executive Officer at the address and telephone number stated above.
We file annual, quarterly and current reports, proxy statements, and registration statements with the SEC. These filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC without charge at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
CONCLUSION
As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the actions and Amendment. Your consent to the actions and Amendment is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of 1934, as amended.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. THE DATE OF THIS INFORMATION STATEMENT IS SEPTEMBER 13, 2010. WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION DIFFERENT FROM THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT IS ACCURATE AS OF ANY LATER DATE THAN THE DATE OF THE INFORMATION STATEMENT, AND THE MAILING OF THIS INFORMATION STATEMENT TO STOCKHOLDERS WILL NOT CREATE ANY IMPLICATION TO THE CONTRARY.
By Order of the Board of Directors, Redlands, California Dated October 4, 2010 | /s/ Angelique de Maison Angelique de Maison CEO, and Member of the Board |
EXHIBIT A
Name Change Amendment
DEAN HELLER |
Secretary of State |
204 North Carson Street, Suite 1 |
Carson City, Nevada 89701-4299 |
(775) 684-5708 |
Website: secretaryofstate.biz |
CERTIFICATE OF AMENDMENT |
Important: Read attached instructions before completing form. | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
1. Name of corporation:
Kensington Leasing Ltd. |
2. The articles have been amended as follows (provide article numbers, if available):
Article 1 is amended to read: The name of this Corporation is WEALTHMAKERS CORP. |
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as maybe required in the case of a vote by classes or series, or as maybe required by the provisions of the articles of incorporation have voted in favor of the amendment is :62%.
4. Effective date of filing (optional):Effective immediately upon filing
5. Officer Signature (required):/s/ Angelique de Maison, Chief Executive Officer
*If any proposed amendment would alter or change any preference of any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment required regardless of limitations or restrictions on the voting power thereof.
IMPORTANT:Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of State AM 78.385 Amend 2003
Revised on 11/03/03