Our common stock is quoted on the OTC Bulletin Board currently under the symbol FSPT. Immediately following the effective date of the forward stock split the market price of our common stock as quoted on the OTC Bulletin Board will decrease twenty- fold, and thereafter the quoted price will be subject to ordinary market conditions.
The forward stock split will have no effect on the number of our either our authorized common stock or authorized preferred shares.
The forward stock split should not result in any recognition of gain or loss. The holding period of the additional shares of our common stock to be issued as a result of the forward stock split (the “New Shares”) will include the shareholder’s holding period for the corresponding original shares owned prior to the forward stock split. The adjusted basis of the New Shares (including the original shares) will be equal to the adjusted basis of a shareholder’s original shares. Notwithstanding the foregoing, the federal income tax consequences of the receipt of an additional share in lieu of a fractional interest is not clear but may result in tax liabilities which should not be material in amount in view of the low value of the fractional interest. Our beliefs regarding the tax consequence of the forward stock split are not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will accept the positions expressed above. This summary does not purport to be complete and does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident foreign individuals, broker-dealers and tax exempt entities. The state and local tax consequences of the forward stock split may vary significantly as to each shareholder, depending upon the state in which he or she resides.
Under Florida law, shareholders are not entitled to dissenter’s rights of appraisal with respect to the Articles of Amendment.
How the Articles of Amendment will be enacted
The Articles of Amendment will be filed with the Secretary of State of the State of Florida specifying an effective date for the Articles of Amendment of [ February 27, 2013 ] which is 20 days after this Information Statement was first mailed to our shareholders.
Because our common stock is currently quoted on the OTC Bulletin Board, the forward stock split will require processing by the Financial Industry Regulatory Authority, Inc. (“FINRA”) pursuant to Rule 10b-17 of the Securities Exchange Act of 1934 in order for this action to be recognized in the market for trading purposes. We expect to receive FINRA’s clearance prior to the effective date of the Articles of Amendment.
As soon as practicable after the effective date of the Articles of Amendment, shareholders on the record date will receive certificates representing the additional shares of common stock issued to the shareholder as a result of the forward stock split. If, however, for some reason the processing of the forward stock split by FINRA should take more time than we presently anticipate, our Board of Directors reserves the right to delay the effective date of the Articles of Amendment to permit FINRA sufficient time to process the forward stock split.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
This Information Statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares, to whom this Information Statement is delivered upon oral or written request, without charge. Requests for such documents should be directed to Corporate Secretary, Fansport, Inc., 5020 Woodland Drive, Placerville, CA 95667, telephone (530) 748-7112.
We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:
Public Reference Room Office
100 F Street, N.E.
Room 1580
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., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.
FANSPORT, INC.
By: /s/ Kristen Cleland
Kristen Cleland, CEO
4
APPENDIX A
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
FANSPORT, INC.
Pursuant to Section 607.1006 of the Florida Business Corporation Act of the State of Florida, the undersigned President of Fansport, Inc., a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the “Corporation”), bearing document number P11000027078, does hereby certify:
First, that pursuant to the unanimous written consent of the Board of Directors of this Corporation pursuant to Section 607.0821 of the Business Corporation Act, on January 14, 2013 , the Board of Directors approved the following amendment to Article II, Capital Stock, of the Corporation’s Articles of Incorporation, as amended:
ARTICLE IV - CAPITAL STOCK
On the date of effective date of these Articles of Amendment, the Corporation will effect a forward stock split (the “Forward Stock Split”) of its outstanding Common Stock pursuant to which every one (1) issued and outstanding share of the Corporation’s Common Stock, par value $0.0001 (the “Old Common Stock”) shall be reclassified and converted into twenty (20) validly issued, fully paid and non-assessable shares of Common Stock, par value $0.0001 (the “New Common Stock”). Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby; provided, further, that no cash will be paid or distributed as a result of the Forward Stock Split and no fractional shares will be issued. All fractional shares which would otherwise be required to be issued as a result of the Forward Stock Split will be rounded up to the nearest whole share.
Third, these Articles of Amendment shall be effective on [ February 27, 2013 ].
Fourth, the foregoing amendments were approved and adopted by the written consent of shareholders of the Corporation effective [ February 11, 2013 ] pursuant to the provisions of Section 607.0704 of the Business Corporation Act, which such consenting shareholders had not less than the minimum number of votes that would have been necessary to authorize or take such actions at a meeting at which the holders of all shares entitled to vote thereon were present and voted.
IN WITNESS WHEREOF, the undersigned, being the President of this Corporation, has executed these Articles of Amendment as of February __, 2013 .
/s/ Kristen Cleland
Kristen Cleland, President