UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)) |
| [X] | Definitive Information Statement |
Odenza Corp.
(Name of Registrant As Specified In Its Charter)
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| [ ] | 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. |
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Odenza Corp.
22/F, WANCHAI CENTRAL BUILDING
89 LOCKHART ROAD,
WAN CHAI, HONG KONG
INFORMATION STATEMENT
(Definitive)
May 25, 2021
GENERAL INFORMATION
This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value $.001 per share (the “Common Stock”), of Odenza Corp., a Nevada Corporation (the “Company”), to notify such Stockholders that on or about May 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from holders of Common Stock voting securities representing 92.54% of the total issued and outstanding voting power of the 3,660,000 shares of Common Stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to approve the following:
(1) to increase the authorized shares of the Company to 500,000,000 (the “Increase”).
On May 7, 2021, the Board of Directors of the Company approved the Increase, subject to Stockholder approval. The Majority Stockholders approved the Increase by written consent in lieu of a meeting on May 7, 2021. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Amendment. We will file the Certificate of Amendment with the Secretary of State of the State of Nevada twenty (20) days following the mailing of this Information Statement to the Company’s shareholders of record on May 7, 2021.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
| Date: May 25, 2021 | For the Board of Directors of | |
| ODENZA CORP. | ||
| By: | /s/ CHI PING LEUNG | |
| CHI PING LEUNG | ||
| Director & CEO | ||
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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 Increase because it will allow for potential new investment from outside investors which will allow the Company to further grow its business.
ACTION 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.
ACTION I INCREASE
INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK
GENERAL
The Board approved a resolution to increase the authorized shares of capital stock of the Company to 500,000,000.
PLEASE NOTE THAT THE INCREASE WILL HAVE THE EFFECT OF INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS.
PURPOSE AND MATERIAL EFFECTS OF THE INCREASE
The Board of Directors has taken this action to attract investors to our growing business to further advance our business plan and enhance shareholder value.
We believe that the Increase may improve the ability of the Company to use equity to raise the capital necessary to take our business to the next level and that could help generate interest in the Company among investors and other business opportunities or acquisitions. However, the effect of the Increase upon the market price for our Common Stock cannot be predicted, and the history of similar authorized stock increases for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the Increase will rise or fall. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares authorized.
The Increase will not affect the par value of our Common Stock. As a result, on the effective date of the Increase, the stated capital on our balance sheet attributable to our Common Stock will remain the same. The per share net income or loss and net book value of our Common Stock will remain the same.
The Increase will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. The Common Stock when issued pursuant to the Increase will remain fully paid and non-assessable. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Anti-Takeover Effects of the Increase
THE OVERALL EFFECT OF THE INCREASE MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER.
The Increase in our authorized shares could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.
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This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to attract potential investors in order to enhance shareholder value and provide available equity for acquisitions.
Neither the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
As discussed above, the Increase was the subject of a unanimous vote by the Board of Directors approving the Increase. There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes an Increase.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK
The main purpose of completing this Increase is to attract potential investors in order to further advance our business and enhance shareholder value.
SUMMARY OF INCREASE
Below is a brief summary of the Increase:
The authorized Common Stock shall be increased to 500,000,000. This will not change the issued and outstanding 3,660,000 shares of Common Stock as of May 7, 2021.
This action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting power of the Company.
The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on May 7, 2021, as the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Increase will not be filed with the Secretary of State of the State of Nevada or become effective until at least 20 calendar days after the mailing of this Information Statement.
This Information Statement is being mailed on or about May 20, 2021 to all Stockholders of record as of the Record Date.
Amended Certificate of Incorporation
On the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors shall have the Company’s Amendment to the Certificate of Incorporation filed with the State of Nevada in order to effect the Increase in authorized shares.
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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”), although it is currently behind in such filings. 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”).
The following documents as filed with the Commission by the Company are incorporated herein by reference:
1. Quarterly Report on Form 10-Q for the quarter ended October 31, 2019.
2. Quarterly Report on Form 10-Q for the quarter ended July 31, 2019;
3. Quarterly Report on Form 10-Q for the quarter ended April 30, 2019; and
4. Annual Report on Form 10-K for the year ended January 31, 2019.
OUTSTANDING VOTING SECURITIES
Our current authorized capital stock consists of 75,000,000 shares of Common Stock, par value $0.001 per share, of which 3,660,000 shares are outstanding as of May 7, 2021.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the Company’s 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:
| Name of Beneficial Owner | Number of Common Shares Owned | Percent of Class | ||||||
| Adventure Air Race Investments Limited | 1,134,600 | 31 | % | |||||
| Christopher David Brazendale | 65,000 | 1.78 | % | |||||
| Alexander Patrick Brazendale | 695,400 | 19 | % | |||||
| Adventure Air Race Talents Limited | 695,400 | 19 | % | |||||
| Leung Chi Ping | 732,000 | 20 | % | |||||
| William Alexander Cruickshank | 64,400 | 1.76 | % | |||||
DISSENTER’S RIGHTS OF APPRAISAL
The Stockholders have no right under Nevada Revised Statutes, the Company’s articles of incorporation consistent with above, or By-Laws to dissent from any of the provisions adopted in the Amendments.
EFFECTIVE DATE OF INCREASE
Pursuant to Rule 14c-2 under the Exchange Act, the Increase shall not be effective until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the actions contemplated hereby will be effected on or about the close of business on June 9, 2021.
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CONCLUSION
As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above actions. Your consent to the above action 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.
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.
Date: May 25, 2021
| By Order of the Board of Directors | |
| /s/ CHI PING LEUNG | |
| CHI PING LEUNG | |
| Director & CEO |
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