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)
☐ Definitive Information Statement
LUCKYCOM INC.
(Name of Registrant as Specified in 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 O- 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 O-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:
SCHEDULE 14C INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange Act of 1934 as amended
LUCKYCOM INC.
1790 Hughes Landing Blvd. Suite 400,
The Woodlands, Texas 77380
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of Directors of Luckycom Inc., a Nevada corporation (“we”, “our”, “us”), to the holders of record at the close of business on the record date, February 24, 2017 of our outstanding common stock, $0.01 par value per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended. This Information Statement is being furnished to such stockholders for the purpose of informing the stockholders in regards to an amendment to our Articles of Incorporation to change our name from Luckycom Inc., to Luckycom Pharmaceuticals Inc. (the “Amendment”).
Our Board of Directors approved the Amendment for the change in our name to better reflect the business of our company.
Our Board of Directors unanimously approved the Amendment on February 24, 2017.
Subsequent to our Board of Directors’ approval of the Amendment, the holder of the majority of the outstanding shares of our corporation gave us his written consent to the Amendment on February 24, 2017. Therefore, following the expiration of the twenty-day (20) period mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our corporation will file a Certificate of Amendment to amend our Articles of Incorporation to give effect to the Amendment. We will not file the Certificate of Amendment to our Articles of Incorporation until at least twenty (20) days after the filing and mailing of this Information Statement.
The proposed Certificate of Amendment to our Articles of Organization is attached hereto as Exhibit A. The Certificate of Amendment will become effective when they are filed with the Nevada Secretary of State. We anticipate that such filing will occur twenty (20) days after this Information Statement is first mailed to our shareholders.
The entire cost of furnishing this Information Statement will be borne by our corporation. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our common stock held of record by them.
Our Board of Directors has fixed the close of business on February 24, 2017 as the record date for the determination of shareholders who are entitled to receive this Information Statement. There were 17,626,000 shares of our common stock issued and outstanding on February 24, 2017. We anticipate that a definitive copy of this Information Statement will be mailed on or about March 10, 2017 to all shareholders of record as of the record date.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, since March 31, 2016, being the commencement of our last financial year, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
| 1. | any director or officer of our corporation; |
| 2. | any proposed nominee for election as a director of our corporation; and |
| 3. | any associate or affiliate of any of the foregoing persons. |
The shareholdings of our directors and officers are listed below in the section entitled “Principal Shareholders and Security Ownership of Management”. To our knowledge, no director has advised that he intends to oppose the Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
As of February 24, 2017, we had a total of 17,626,000 shares of common stock ($0.01 par value per share) issued and outstanding.
The following table sets forth, as February 24, 2017, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner | Shares Beneficially Owned (1) | Percentage Beneficially Owned (2) |
Kingrich Lee (3) Level 8, Two Exchange Square 8 Connaught Place Central Hong Kong | 11,415,000 | 64.76% |
| All directors and officers as a group (1 person) | 11,415,000 | 64.76% |
Principal Stockholders None | -- | -- |
(1) Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity. In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on February 24, 2017, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on February 24, 2017 (17,626,000 ), and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and on exercise of the warrants and options, subject to limitations on conversion and exercise. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
(2) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 17,626,000 voting shares as of February 24, 2017.
(3) Includes 9,600,000 shares are held in his name and the 500,000 shares issued to Luckycom Pharma Pte. Ltd which have been transferred to Mr. Lee’s name.
PROPOSAL #1 CHANGE OF NAME
Action and Effect
On February 24, 2017, our Board of Directors approved, subject to receiving the approval of a majority of the shareholders of our common stock, an amendment to our Articles of Incorporation to change our name from “Luckycom Inc.” to “Luckycom Pharmaceuticals Inc.”.
To effect the name change we will file a Certificate of Amendment to our Articles of Incorporation with the Nevada Secretary of State. Concurrently with filing the Certificate of Amendment with the Nevada Secretary of State, we plan to notify the Financial Industry Regulatory Authority (“FINRA”) of the proposed name change and to work with FINRA to obtain a new trading symbol for our common stock.
We believe that the name “Luckycom Inc.” no longer accurately reflects our operations and interests as we have switched our business focus to identify and acquire business opportunities in the pharmaceuticals industry.
Shareholder approval for the name change and required amendment to our Articles of Incorporation was obtained by written consent of a holder of 11,415,000 shares of common stock, representing approximately 64.76% of our issued and outstanding shares of common stock. The change in our name will not become effective until at least twenty (20) days have passed after this Information Statement is first mailed to shareholders of our common stock, the appropriate filings have been made with the Nevada Secretary of State and until the name change is processed by FINRA.
DISSENTERS RIGHTS
Under the General Corporation Law of the State of Nevada, shareholders of our common stock are not entitled to dissenter’s rights of appraisal with respect to our proposed Amendment.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street NW, Washington, D.C. 20549. Copies of such material can also be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed rates. The Commission maintains a website on the Internet (http://www.sec.gov) that contains the filings of issuers that file electronically with the Commission through the EDGAR system.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Luckycom, Inc. has duly caused this report to be signed by the undersigned hereunto authorized.
February 24, 2017
LUCKYCOM INC.
By: /s/ Kingrich Lee
Kingrich Lee
Chief Executive Officer, Chief Financial Officer and Director
EXHIBIT A
Certificate of Amendment to Articles of Organization
*091203
 | BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov |
Amendment to Articles of Organization (PURSUANT TO NRS 86.221) | |||||
| USE BLACK INK ONLY • DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Organization
For Nevada Limited-Liability Company
(Pursuant to NRS 86.221)
| 1. | Name of limited-liability company: |
LUCKYCOM INC.
| 2. | The company is managed by: ☑ Managers OR ☐ Members (check only one box) |
| 3. | The articles have been amended as follows: (provide article numbers, if available)* |
1. Name of Corporation: LUCKYCOM PHARMACEUTICALS INC.
| 4. | Effective date and time of filing: (optional) Date: Time: |
(must not be later than 90 days after the certificate is filed)
| 5. | Signature: (must be signed by at least one manager or by a managing member): |
| X | |
| Signature |
* 1) If amending company name, it must contain the words ‘‘Limited-Liability Company,’’ ‘‘Limited Company,’’ or ‘‘Limited,’’ or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”
2) If adding managers, provide names and addresses.
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State 86.221 DLLC Amendment Revised: 1-5-15 |
EXHIBIT B
ACTION BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
LUCKYCOM, INC.
The undersigned, being sole member of the Board of Directors (“Board”) of Luckycom, Inc. (the “Company”), pursuant to Section 78.315 of the Nevada Revised Statutes, do hereby consent to the adoption of, and hereby approve and adopt, the following resolutions, effective as of February 24, 2017:
WHEREAS, the Company’s Board of Directors, in its opinion, deems it to be in the best interest of the Company to amend the Company’s Articles of Incorporation to change the name of the Company from “Luckycom Inc.” to “Luckycom Pharmaceuticals Inc.” (the “Name Change”) to better reflect the Company’s prospective business goals;
NOW, THEREFORE BE IT
RESOLVED, that the effective date of the Name Change be, and it hereby is, fixed as of the date the Company files the Certificate of Amendment, substantially in the form attached hereto and marked “Schedule” with the Nevada Secretary of State;
RESOLVED, that the Company be, authorized to effectuate an amendment of the Company’s Certificate of Incorporation to change the name of the Company to “Luckycom Pharmaceuticals, Inc.”, such that Article 1 is superseded and replaced as follows:
“The Name of this Corporation is Luckycom Pharmaceuticals Inc.”
RESOLVED, that the Company is authorized to file the Certificate of Amendment with the State of Nevada to give effect to such Name Change, and be it further
RESOLVED, that the proper officers of the Company be, and they and each of them hereby are, authorized and empowered, in the name of the Corporation and on its behalf, to distribute to the stockholders of the Company any forms of notice as may be required by Nevada law and applicable securities law with respect to the Name Change, such notice to be in such form as such officers, in their sole discretion, shall determine to be necessary, appropriate or desirable, in conformance with applicable laws, rules and regulations, and be it further
RESOLVED, that the record date for determining the stockholders of the Company entitled to receive notice of the Name Change shall be the close of business on February 24, 2017,
RESOLVED, that the appropriate corporate officers be, and each of them with full authority to act without the others hereby is, authorized and directed for and on behalf of the Company to take or cause to be taken any and all actions, to execute and deliver any
and all agreements, certificates, instructions, requests, or other instruments, and to do any and all things which, in any such officer’s judgment, may be necessary or desirable to effect each of the foregoing resolutions and to carry out the purposes thereof, the taking of any such actions, the execution and delivery of any such agreements, certificates, instructions, requests, or instruments, or the doing of any such things to be conclusive evidence of their necessity or desirability;
RESOLVED, that any other officer of this Company, be, and hereby is, authorized to certify as to the adoption of any or all of the foregoing resolutions; and be it further
RESOLVED, that this consent may be executed in one or more counterparts.
[This space is intentionally left blank]
[This space is intentionally left blank]
IN WITNESS WHEREOF, the undersigned, being all of the directors of the Company, consent hereto in writing as of the first date written above, and direct that this instrument be filed with the minutes of proceedings of the Board Directors of the Company.
/s/ Kingrich Lee
______________________
Name: Kingrich Lee
Title: Chairman and Sole Director
Schedule
*091203
| | BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov |
Amendment to Articles of Organization (PURSUANT TO NRS 86.221) | |||||
| USE BLACK INK ONLY • DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Organization
For Nevada Limited-Liability Company
(Pursuant to NRS 86.221)
| 1. | Name of limited-liability company: |
LUCKYCOM INC.
| 2. | The company is managed by: �� ☑ Managers OR ☐ Members (check only one box) |
| 3. | The articles have been amended as follows: (provide article numbers, if available)* |
1. Name of Corporation: LUCKYCOM PHARMACEUTICALS INC.
| 4. | Effective date and time of filing: (optional) Date: Time: |
(must not be later than 90 days after the certificate is filed)
| 5. | Signature: (must be signed by at least one manager or by a managing member): |
| X | |
| Signature |
* 1) If amending company name, it must contain the words ‘‘Limited-Liability Company,’’ ‘‘Limited Company,’’ or ‘‘Limited,’’ or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”
2) If adding managers, provide names and addresses.
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State 86.221 DLLC Amendment Revised: 1-5-15 |
EXHIBIT C
WRITTEN CONSENT
OF THE HOLDERS OF A MAJORITY OF THE
VOTING STOCK
OF
LUCKYCOM, INC.
The undersigned, constituting the holder of a majority of the shares of common stock of Luckycom Inc., a Nevada corporation (the “Company”), do hereby adopt by this written consent, the following resolutions with the same force and effect as if they had been adopted at a duly convened meeting:
CORPORATE NAME CHANGE
WHEREAS, the Board of Directors (the “Board”) of the Company, having considered changing the name of the Company to Luckycom Pharmaceuticals Inc. (the “Name Change”) and deems such Name Change advisable and in the best interest of the Company.
NOW THEREFORE BE IT RESOLVED, that the Articles of Incorporation of the Company be and hereby are amended to authorize and enact the name change of the Company to Luckycom Pharmaceuticals Inc.; and
FURTHER RESOLVED, that the Certificate of Amendment to the Articles of Incorporation substantially and in form attached hereto as Schedule authorizing the Name Change be and hereby is in all respects approved.
ENABLING RESOLUTIONS
RESOLVED, that the Board of the Company is authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such Board shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions; and
RESOLVED FURTHER, that any actions taken by the Board prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are ratified, confirmed and approved as the acts and deeds of the Company.
[SIGNATURE PAGE FOLLOWS]
This UNANIMOUS WRITTEN CONSENT shall be effective as of the date first set forth above, may be signed in counterparts and shall be filed with the minutes of proceedings of the Board, and the actions taken hereby shall have the same force and effect as at a meeting duly called and held.
SHAREHOLDER:
/S/ Kingrich Lee
Kingrich Lee
Date: February 24, 2017
Schedule
*091203
| | BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov |
Amendment to Articles of Organization (PURSUANT TO NRS 86.221) | |||||
| USE BLACK INK ONLY • DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Organization
For Nevada Limited-Liability Company
(Pursuant to NRS 86.221)
| 1. | Name of limited-liability company: |
LUCKYCOM INC.
| 2. | The company is managed by: ☑ Managers OR ☐ Members (check only one box) |
| 3. | The articles have been amended as follows: (provide article numbers, if available)* |
1. Name of Corporation: LUCKYCOM PHARMACEUTICALS INC.
| 4. | Effective date and time of filing: (optional) Date: Time: |
(must not be later than 90 days after the certificate is filed)
| 5. | Signature: (must be signed by at least one manager or by a managing member): |
| X | |
| Signature |
* 1) If amending company name, it must contain the words ‘‘Limited-Liability Company,’’ ‘‘Limited Company,’’ or ‘‘Limited,’’ or the abbreviations “Ltd.,” “L.L.C.,” or “L.C.,” “LLC” or “LC.” The word “Company” may be abbreviated as “Co.”
2) If adding managers, provide names and addresses.
FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State 86.221 DLLC Amendment Revised: 1-5-15 |