UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDEMENT TO
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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x Preliminary Information Statement
¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
¨ Definitive Information Statement
KARNET CAPITAL CORP.
(Name of Registrant As Specified In Charter)
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| 1) | Title of each class of securities to which transaction applies: | |
| 2) | Aggregate number of securities to which transaction applies: | |
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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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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF KARNET CAPITAL CORP..
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Karnet Capital Corp.
Room 1101, Block E, Guang Hua Yuan, 2031 Bin He Nan Road
FuTian District, Shenzhen City, China
+ 86 189-4831-9148
INFORMATION STATEMENT
(Preliminary)
April , 2016
NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
To the Holders of Common Stock and Preferred Stock of Karnet Capital Corp.:
This Information Statement has been filed with the Securities and Exchange Commission (“SEC”) and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “shareholders”) of common stock, par value $.0001 per share (the “common stock”) of Karnet Capital Corp.., a Nevada corporation (the “Company,” “we,” “us,” or “our” ), to notify the shareholders of the approval of the following action:
| (1) | an amendment of the Company’s Articles of Incorporation to change the corporation’s name to JIN WAN HONG INTERNATIONAL HOLDINGS LIMITED. |
On March 24, 2016, the actions above were approved by written consent of the Board of Directors (“Board”) and the shareholders holding a majority of the voting power of the Company.
This Information Statement is being mailed on or around April , 2016, to the shareholders of the Company as of March 24, 2016 (“Record Date”). Because shareholders holding a majority of the shares are in favor of the following action, proxies are not being solicited in this matter.
You are encouraged to read the attached Information Statement, including the attached Annexes for further information regarding these actions. In accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will be deemed ratified and effective at a date that is at least 20 calendar days after the date this Information Statement has been mailed to our record shareholders. We anticipate this date to occur on or about the close of business on April , 2016.
This Information Statement is being furnished to you solely for the purpose of informing shareholders of the matters described herein in compliance with Regulation 14C of the Securities Exchange Act of 1934, as amended.
| Karnet Capital Corp.. | |||
| By: | |||
Shu Feng Lu, President
| |||
NOTICE OF CORPORATE ACTION TO BE TAKEN
PURSUANT TO WRITTEN CONSENT OF
THE BOARD OF DIRECTORS AND MAJORITY SHAREHOLDERS
IN LIEU OF A MEETING OF THE SHAREHOLDERS
Because shareholders representing a majority of the shares outstanding are in favor of the following corporate actions, shareholder approval will be achieved by written consent in accordance with the corporate laws of the State of Nevada. In an effort to minimize the Company’s expenses, a meeting of the shareholders is not required and will not be held.
No Dissenter's Rights of Appraisal - The Company's shareholders do not have dissenter's rights of appraisal in connection with any of the matters to be approved by the shareholders.
1. Share information.
(a) Outstanding Shares and Voting Rights.
As of the Record Date, the Company's authorized capital stock consisted of 75,000,000 shares of common stock, $0.001 per share par value. As of the Record Date, there were 8,100,000 shares of common stock outstanding. Each share of common stock entitles its holder to one vote on each matter submitted to the shareholders. 6,700,000 shares of common stock voted in favor of the action described above, thus because shareholders holding at least a majority of the voting rights of all outstanding shares of capital stock have executed a written consent approving of the proposals discussed herein, and having sufficient voting power to approve such proposals through ownership of capital stock, no other shareholder consent will be solicited in connection with this Information Statement.
The common stock ownership and the corresponding number of votes are as follows:
| Name of Stockholder | Number of Shares of Stock held | % of outstanding held by such shareholder |
| Shu Feng Lu | 6,700,000 | 82.71% |
| Total Voting in Favor | 6,700,000 | 82.71% |
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates that the actions contemplated herein will be effected on or about the close of business on April , 2016.
(b) Security Ownership of Certain Beneficial Owners and Management.
The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of March 24, 2016 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
The following tabulation shows, as of the Record Date, the number of shares of capital stock owned beneficially by: (a) all persons known to be the holders of more than five percent (5%) of voting securities, (b) Directors, (c) Executive Officers and (d) all other Officers and Directors as a group:
| Title of | Name, Title and Address of Beneficial | Amount of Beneficial | Currently |
| Class | Owner of Shares (1) | Ownership (2) | Outstanding |
| Common | Shu Feng Lu | 6,700,000 | 82.71% |
| President | |||
| Common | Hong Xia Li | 700,000 | 8.6% |
| Common | Chen Yang | 700,000 | 8.6%% |
1. The address of our executive officer, director and beneficial owner c/o Karnet Capital Corp. Room 1101, Block E, Guang Hua Yuan, 2031 Bin He Nan Road, FuTian District, Shenzhen City, China.
2. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).
2. Matters to be Acted upon:
| (a) | an amendment of the Company’s Articles of Incorporation to change the corporations name to JIN WAN HONG INTERNATIONAL HOLDINGS LIMITED |
Proposal 1
AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE CORPORATIONS NAME TO JIN WAN HONG INTERNATIONAL HOLDINGS LIMITED.
Background
The company has announced that it has rebranded itself primarily a holding company. As a result the company would like to change its name to match the rebranding so as to be more recognizable and create less confusion.
Vote Required
The Board and the shareholders holding a majority of the voting power have determined that it is advisable and in the best interests of the Company and its shareholders to authorize the Board to effect the name change to JIN WAN HONG INTERNATIONAL HOLDINGS LIMITED. The Board and a majority of the shareholders have approved an amendment to the Company’s Articles of Incorporation to amend the name to JIN WAN HONG INTERNATIONAL HOLDINGS LIMITED.
The Board and shareholders holding a majority of the voting power have each adopted a resolution to amend the Company’s Articles of Incorporation as set forth in the Certificate of Amendment, substantially in the text attached as Annex A to this Information Statement. The name of the corporation will change to JIN WAN HONG INTERNATIONAL HOLDINGS LIMITED. The name change shall be effective upon the filing the Certificate of Amendment for the Articles of Incorporation with the Nevada Secretary of State.
The text of the Certificate of Amendment for the Articles of Incorporation is attached to this Information Statement as Annex A, in substantially similar form.
Reasons for the name change
The company has announced that we are re-branding our company primarily as a staffing company. As a result the company would like to change its name to match the rebranding so as to be more recognizable and create less confusion.
The Board does not intend for this transaction to be the first step in a series of plans or proposals of a "going private transaction" within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.
Following the filing of a Certificate of Amendment to the Company’s Certificate of Incorporation with the Nevada Secretary of State, we intend to submit a request to the Financial Industry Regulatory Authority (“FINRA”) and request a symbol change under which the Company’s common stock will trade. Further, we expect that our common stock will continue to be quoted on the OTCQB or other applicable tiers of the OTC markets.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission. Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
You may request a copy of our filings, at no cost, by writing Karnet Capital Corp.. Room 1101, Block E, Guang Hua Yuan, 2031 Bin He Nan Road, FuTian District, Shenzhen City, China. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to shareholders who share a single address unless we received contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a shareholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at Room 1101, Block E, Guang Hua Yuan, 2031 Bin He Nan Road, FuTian District, Shenzhen City, China.
If multiple shareholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each shareholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to shareholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided to the holders of common stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
| KARNET CAPITAL CORP | |||
| Dated: April 11, 2016 | By: | . | |
| Shu Feng Lu, President | |||
ANNEX A
