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:
| x | Preliminary Information Statement |
| o | Confidential, for use of the Commission only (a permitted by Rule 14c-5(d)(2)) |
| o | Definitive Information Statement |
MAZZAL HOLDING CORP.
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required |
| o | 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 0-11 (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: |
| o | Fee paid previously with preliminary materials. |
| o | 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. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No: |
| 3) | Filing Party: |
| 4) | Date Filed: |
MAZZAL HOLDING CORP.
1625 VFW PARKWAY
BOSTON, MA 02132
(800) 488-2760
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
___________________
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
To the Stockholders of Mazzal Holding Corp:
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 common stock, par value $0.0001 per share (the “Common Stock”), of Mazzal Holding Corp., a Nevada corporation (the “Company”), to notify the Stockholders that on January 15, 2015 a majority of the Company’s Stockholder, under Nevada law by written consent, authorized the following:
1. Adoption of the Mazzal Holding Corp. 2015 Incentive Stock Option and Restricted Stock Plan (the “Plan”);
2. Approve the issuance of up to 50,000,000 shares of common stock under the Plan; and
3. Amendment to our Articles of Incorporation increasing the number of authorized Common Stock to 2,000,000,000.
On January 15, 2015, our majority shareholder, The Mazzal Trust, 171 Hart Street, Taunton, MA, and our Chief Executive Officer, President and Secretary, each owning 15,000,000 and 4,780,000 shares of our common stock, respectively – representing 98.9% of the total common voting rights of the Company, by written consent, ratified, approved and confirmed the acts of the officers of the Company in ratifying the Plan and consummating the transactions embodied therein.
For further information regarding these matters, I urge you to carefully read the accompanying Information Statement. If you have any questions about these proposals or would like additional copies of the Information Statement, you should contact Mr. Nissim Trabelsi, the Company’s Chief Executive Officer, President and Secretary at 1625 VFW Parkway, Boston, MA 02132
By order of the Board of Directors
/s/Nissim Trabelsi
____________________________
Nissim Trabelsi
President and Chief Executive Officer
MAZZAL HOLDING CORP.
1625 VFW PARKWAY
BOSTON, MA 02132
(800) 488-2760
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
General:
This Information Statement is being furnished to all holders of the common stock of Mazzal Holding Corp. (the “Company”) as of January 15, 2015 in connection with the action taken by written consent of holders of the majority of the outstanding common stock of the Company to adopt the 2015 Incentive Stock Option and Restricted Stock Plan
“We,” “us,” “our,” the “Registrant” and the “Company” refers to Swordfish Financial, Inc., a Minnesota corporation.
2014 Incentive Stock Option and Restricted Stock Plan & Related Actions
This Information Statement is furnished to the stockholders of the Company in connection with our prior receipt of approval by our majority stockholder, The Mazzal Trust, owning seventy (75%) percent of the common voting rights of the Company and our Chief Executive Officer, President and Secretary, Nissim Trabelsi, who owns approximately twenty (24%) percent of the common voting rights of the Company to adopt our 2015 Incentive Stock Option and Restricted Stock Plan (the “Plan”)(together, the “Voting Stockholders”). Mr. Trabelsi is a Trustee of the The Mazzal Trust.
In connection with adopting the Plan, the Voting Stockholders also approved the issuance of up to 50,000,000 shares of our common stock pursuant to the terms of the Plan. As of January 15, 2015, the Voting Stockholders are the collective owners of 19,780,000 shares of our common stock.
Currently, the Company does not have a formal equity compensation plan in place. The Plan, in relevant part, provides that our Board of Directors may by majority vote direct that employees, directors and consultants of the Company be granted shares of our common stock and options to purchase shares of our common stock as compensation for past and future services rendered to the Company. Specifically, the Plan provides that the Company may grant such eligible individuals incentive stock options, non-qualified stock options, shares of common stock and stock appreciation rights. The Board of Directors and Voting Shareholders anticipate that in adopting the Plan, the Company will become better suited to attract and retain qualified directors, employees and consultants to the Company.
In connection with adopting the Plan, the Voting Shareholders also approved a resolution that up to 50,000,000 shares of our common stock may be issued under the terms and conditions of the Plan. That is, at its discretion, the Board of Directors may elect to have issued to directors, employees and consultants it deems deserving, up to 50,000,000 newly issued shares of our common stock, options to purchase our common stock, or some combination thereof. If our Board of Directors decides to issue shares of common stock or options to purchase our common stock, the issuance of such securities would not affect the rights of the holders of our currently outstanding common stock, except for affects incidental to increasing the number of outstanding shares of our common stock, such as dilution of the earnings per share and voting rights of current holders of common stock.
Finally, to accommodate the future issuance of our Common Stock pursuant to the terms and conditions of the Plan, the Voting Stockholders approved a resolution amending our Articles of Incorporation to issue up to 2,000,000,000 shares of our Common Stock from its previous total of 20,000,000.
Security Ownership of Certain Beneficial Owners and Management
As of January 15, 2015, our Chief Executive Officer, President and Director, Nissim Trabelsi was the owner of 4,780,000 shares of our Common Stock. The Mazzal Trust, of which Mr. Trabelsi is an Trustee thereof, was the owner of 15,000,000 shares of our Common Stock. Together, Mr. Trabelis and The Mazzal Trust control approximately ninety-nine (99%) percent of the total common voting rights. The Voting Stockholders ownership of our securities will not change as a result of the actions described herein. Our Board of Directors has not yet caused any awards to be made pursuant to the Plan.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors and greater than 01% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. All such persons have filed all required reports.
Documents Incorporated by Reference
Our Annual Report on Form 10-K for the year ended December 31, 2013 and our Quarterly Reports on Form 10-Q for the periods ended September 30, 2014, June 30, 2013 and March 31, 2014,, are incorporated by reference herein.
Copies of Annual and Quarterly Reports
We will furnish a copy of our Annual Report on Form 10-K for the year ended December 31, 2013, our Quarterly Reports on Form 10-Q for the periods ending September 30, 2014, June 30, 2014, and March 31, 2014,, respectively, and any exhibit referred to therein without charge to each person to whom this Information Statement is delivered upon written or oral request by first class mail or other equally prompt means within one business day of receipt of such request. Any request should be directed to our corporate secretary at the above address.
By order of the Board of Directors
/s/ Nissim Trabelsi
____________________________
Nissim Trabelsi
President and Chief Executive Officer
Exhibits:
99.1 2014 Incentive Stock Option and Restricted Stock Plan
