UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14f-1
Information Statement
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and
Rule 14f-1 Promulgated Thereunder
Prime Time Holdings, Inc.
|
(Exact name of registrant as specified in its charter) |
Nevada | 000-56315 | 00-0000000 | ||
(state or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
780 Reservoir Avenue, #123 Cranston, RI | 02910 | |
(Mailing Address) | (zip code) |
N/A |
(former name or former mailing address, if changed since last report) |
____________________________________________________________________________
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
____________________________________________________________________________
Prime Time Holdings, Inc.
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 PROMULGATED THEREUNDER
WE ARE NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED TO BE TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT.
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INTRODUCTION
This Information Statement is being furnished to the holders of record as of May 18, 2022, of the outstanding shares of common stock, par value $0.0001 per share, of Prime Time Holdings Inc. (“Company”), pursuant to the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder.
APPOINTMENT OF DIRECTOR
On May 18, 2022, Mr. Jeffrey DeNunzio resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. He remains a Director of the Company.
On May 18, 2022 Ms. Cassandra DeNunzio was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. Ms. DeNunzio’s appointment as Director is to be effective upon the 10th day after the mailing of the Company’s information statement on Schedule 14f-1 to the Company’s stockholders.
The resignations of Mr. Jeffrey DeNunzio were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. There is no arrangement or understanding among the newly appointed officers and directors or any other person pursuant to which they were appointed as a director and officer of the Company.
Ms. Cassandra DeNunzio does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. At this time, the Company does not have any written employment agreements or other formal compensation agreements with our new officer and director. Compensation arrangements are the subject of ongoing development and the Company will disclose any compensatory arrangements entered into in the future.
A stockholder vote was not required and will not be taken with respect to the appointment of Ms. Cassandra DeNunzio, the incoming Director. You are not required to take any action with respect to the appointment of Ms. Cassandra DeNunzio or otherwise with respect to the transactions and events described above.
To the best of our knowledge, except as set forth in this Information Statement, the incoming director is not currently a director of the Company, does not hold any position with the Company nor has been involved in any transactions with the Company or any of our directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC. To the best of our knowledge, the incoming officer and or existing officer of the Company has not been the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in any type of business, securities or banking activities or been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
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VOTING SECURITIES
The Company has 178,750,031 shares of Common Stock, $0.0001 par value, issued and outstanding and no shares of Preferred Stock issued and outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
After giving effect to the above described transaction, the following table sets forth, as of the date of this report, the number of shares of common and preferred stock owned of record and beneficially by executive officers, directors and persons who beneficially own more than 5% of the voting control of our outstanding shares of stock, inclusive of common and preferred stock.
Unless otherwise indicated, each party named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common and or preferred stock listed as owned by such party. The address of each person and or entity is deemed to be the address of the issuer unless otherwise noted.
The percentage of voting control held by each listed party is based on 178,750,031 shares of Common Stock, $0.0001 par value, issued and outstanding as of the date of this report.
Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (Common Shares) | Approximate Percentage of Class (Common) | Amount and Nature of Beneficial Ownership (Preferred Shares) | Approximate Percentage of Class (Preferred) | Approximate Total Voting Percentage | |||||
Officers and Directors | ||||||||||
Jeffrey DeNunzio (1) | 17,500 | 0.01% | - | - | 0.01% | |||||
Cassandra DeNunzio (2) | 100,000 | 0.06% | - | - | 0.06% | |||||
5% or Greater Shareholders | ||||||||||
NVC Holdings, LLC (3) | 150,000,000 | 83.92% | - | - | 83.92% | |||||
Total Voting Percentage (5% or greater shareholders and Officers/ Directors as a group) | 150,117,500 | 83.99% | - | - | 83.99% | |||||
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(1) Jeffrey DeNunzio serves as our Director. Jeffrey DeNunzio’s personally owns 17,500 shares of our Common Stock. These shares were acquired in open market transactions. It should be noted that Jeffrey DeNunzio also shares equal ownership of NVC Holdings, LLC, a Wyoming Limited Liability Company, with his father, Thomas DeNunzio. NVC Holdings, LLC is our majority shareholder.
(2) Ms. Cassandra DeNunzio serves as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and her appointment as Director will be effective 10 days after the filing/mailing of this Schedule 14f-1. Ms. Cassandra Denunzio personally owns 100,000 shares of our Common Stock. These shares were acquired in open market transactions.
(3) Ownership of NVC Holdings, LLC, a Wyoming Limited Liability Company, is shared equally between Jeffrey DeNunzio and his father, Thomas DeNunzio. NVC Holdings, LLC is the beneficial owner of 150,000,000 shares of Common Stock.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
On May 18, 2022, Mr. Jeffrey DeNunzio resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer. He remains a Director of the Company.
On May 18, 2022 Ms. Cassandra DeNunzio was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. Ms. DeNunzio’s appointment as Director is to be effective upon the 10th day after the mailing of the Company’s information statement on Schedule 14f-1 to the Company’s stockholders.
The resignations of Mr. Jeffrey DeNunzio were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. There is no arrangement or understanding among the newly appointed officers and directors or any other person pursuant to which they were appointed as a director and officer of the Company.
Ms. Cassandra DeNunzio does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. At this time, the Company does not have any written employment agreements or other formal compensation agreements with our new officer and director. Compensation arrangements are the subject of ongoing development and the Company will disclose any compensatory arrangements entered into in the future.
The biographical information of Ms. Cassandra DeNunzio and Mr. Jeffrey DeNunzio is below:
Name | Age | Position | ||
Cassandra DeNunzio | 29 | Chief Financial Officer, Chief Financial Officer, President, Secretary, Treasurer and Director 1 | ||
Jeffrey DeNunzio | 31 | Director 2 |
1 Ms. Cassandra DeNunzio was appointed as Director on May 18, 2022. Her appointment is to be effective upon the 10th day after the mailing of the Company’s information statement on Schedule 14f-1 to the Company’s stockholders. She also serves as our Chief Financial Officer, Chief Financial Officer, President, Secretary, and Treasurer.
2 Mr. Jeffrey DeNunzio is a Director of the Company.
Ms. Cassandra DeNunzio, age 29, attended the University of New Hampshire on a full merit-based scholarship and graduated Summa cum Laude with her Bachelor of Science Degree in Electrical Engineering (BSEE) in 2014. In 2016, she received her Master of Science Degree in Electrical Engineering (MSEE) from Columbia University in the City of New York, and in 2019 she received her Master of Business Administration (MBA) Degree from Arkansas State University. In February of 2016, she took a position as an Electrical Engineer for Johnson Controls International Plc (JCI), formerly Tyco Fire Protection Products. During her tenure at JCI, Ms. DeNunzio designed and developed new technology products, worked alongside approval agencies to test ground-breaking ideas, and assisted customers in implementing solutions. Her accolades include presenting and winning awards for her works at internal research conferences and receiving recognition as an inventor on seven patent applications filed with the United States Patent and Trademark Office (USPTO). Cassandra left her position at JCI in October of 2020 and worked for Science Applications International Corporation (SAIC) as a defense contractor. She held the position of Senior Electrical Engineer for SAIC for about 9 months while working on projects and contracts for the U.S. Navy. On August 22, 2021, Ms. DeNunzio founded Sparx Technologies, LLC, an emerging fire protection technology company committed to developing innovative products to protect businesses and building owners against highly challenging fires. Ms. DeNunzio filed a provisional patent application on January 28, 2022 with Sparx Technologies, LLC to protect the company's commercial vision to employ software and electronics in fire sprinkler design.
Mr. Jeffrey DeNunzio, age 31, graduated Cum Laude from Roger Williams University in 2012, with a double major in Legal Studies and Psychology. Prior to his graduation, and to the present day, he has acted as a research specialist and consultant for numerous publicly traded companies as well as private developmental stage companies. His experience spans from small start up stage companies, to multi million dollar publicly listed companies. His business acumen and customized consultation strategies have spanned across various industries, including, but not limited to, hemp, crypto currency, real estate and healthcare. He has resurrected defunct corporate charters, originated Form 10 Shell Companies, written and filed S-1 Registration Statements, Form 1-A Registration Statements and also prepared the ongoing SEC filings necessary for companies to remain in good standing with the Securities and Exchange Commission. Mr. DeNunzio has vast experience in corporate structuring, reverse triangular mergers and spearheading the business operations and trading processes of various companies of both domestic and foreign origin.
Jeffrey DeNunzio served as Chief Financial Officer, and Director of Sigmata Electronics, Inc. an electronics company, from January 28, 2016 through December 11, 2019. From 2012 to Present, Mr. DeNunzio has served as President of V Financial Group, Inc. where he assists issuers with edgarization services and various related consulting services.
Jeffrey DeNunzio also served as the sole officer and Director Better For You Wellness, Inc., formerly known as, Fast Track Solutions, Inc., from December 1, 2020 through July 30, 2021. Additionally, he served as sole officer and Director of Dr. Foods, Inc., formerly known as, Catapult Solutions, Inc., from February 26, 2021 through July 23, 2022.
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CORPORATE GOVERNANCE
Family Relationships
Jeffrey DeNunzio and Cassandra DeNunzio are siblings.
Director Independence
We do not have any independent directors and our Board is in the process of searching for suitable candidates.
Committees of the Board of Directors
Our Board does not have any committees, as companies whose securities are not traded on a national exchange are not required to have Board committees. However, at such time in the future that we appoint independent directors on our Board, we expect to form the appropriate Board committees and identity an audit committee financial expert. All functions of an audit committee, nominating committee and compensation committee are and have been performed by our Board.
Director Nominations
Our Board believes that, considering our size, decisions relating to director nominations can be made on a case-by-case basis by all members of the Board without the formality of a nominating committee or a nominating committee charter. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right to do so in the future.
The Board does not have an express policy with regard to the consideration of any director candidates recommended by shareholders since the Board believes that it can adequately evaluate any such nominees on a case-by-case basis; however, the Board will evaluate shareholder-recommended candidates under the same criteria as internally generated candidates. Although the Board does not currently have any formal minimum criteria for nominees, substantial relevant business and industry experience would generally be considered important, as would the ability to attend and prepare for Board, committee and shareholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board.
Board Oversight
Our management is responsible for managing risk and bringing the most material risks facing the Company to the Board’s attention. Because we do not yet have separately designated committees, the entire Board has oversight responsibility for the processes established to report and monitor material risks applicable to the Company relating to (1) the integrity of the Company’s financial statements and review and approve the performance of the Company’s internal audit function and independent accountants, (2) succession planning and risk related to the attraction and retention of talent and to the design of compensation programs and arrangements, and (3) monitoring the design and administration of the Company’s compensation programs to ensure that they incentivize strong individual and group performance and include appropriate safeguards to avoid unintended or excessive risk taking by Company employees.
Board Diversity
While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members, as well as a particular nominee’s contributions to that mix. Although there are many other factors, the Board seeks individuals with industry knowledge and experience, senior executive business experience, and legal and accounting skills.
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NEW DIRECTORS AND EXECUTIVE OFFICERS
Our new Director and her background is as follows:
Name | Age | Position | ||
Cassandra DeNunzio | 29 | Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director 1 |
Ms. Cassandra DeNunzio’s biography appears above, under the heading, “Current Directors and Executive Officers”.
1 Ms. Cassandra DeNunzio was appointed as Director on May 18, 2022. Her appointment is to be effective upon the 10th day after the mailing of the Company’s information statement on Schedule 14f-1 to the Company’s stockholders. She also serves as our Chief Financial Officer, Chief Financial Officer, President, Secretary, and Treasurer.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described above, there have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which the Company is to be a party, in which any promoter or founder, or any member of the immediate family of any of the foregoing persons, had a material interest.
Review, Approval and Ratification of Related Party Transactions
We have not adopted formal policies and procedures for the review, approval or ratification of related party transactions with our executive officers, directors and principal stockholders.
Stockholder Communications with Directors
Stockholders who want to communicate with our Board or any individual director can write to:
780 Reservoir Avenue, #123 Cranston, RI 02910.
Your letter should indicate that you are a stockholder of our Company. Depending on the subject matter, management will:
· | Forward the communication to the director or directors to whom it is addressed; | |
· | Attempt to handle the inquiry directly; or | |
· | Not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. |
At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors upon request.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Officer and Director Compensation
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our Director(s) during the year ended June 30, 2021 in all capacities:
Name | Year | Salary | Bonus | Stock Award(s) | Option| Awards | All Other Compensation | Total | ||||||||
Jeffrey DeNunzio | 2021 | None | None | None | None | None | None |
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The Company's directors have not received any cash or other remuneration since being appointed to such positions. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity.
We have formulated no plans as to the amounts of future cash compensation. It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for the purposes of providing services to the surviving entity. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be disclosed. The Company does not have a standing compensation committee or a committee performing similar functions.
Employment Agreements
We have not entered into employment agreements with any of our officers, directors or employees.
Director Compensation
Our directors are reimbursed for expenses incurred by them in connection with attending Board meetings, but they do not receive any other compensation for serving on the Board.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities (the “Reporting Persons”), to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). The Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company is aware that certain Form 3s have not been filed showing indirect ownership, and a Form 4 has not been filed showing disposition of securities.
WHERE YOU CAN FIND MORE INFORMATION
We file reports with the SEC. These reports, including annual reports, quarterly reports as well as other information we are required to file pursuant to securities laws. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this information statement to be signed on its behalf by the undersigned hereunto duly authorized.
Prime Time Holdings, Inc. | |
Dated: May 26, 2022 | /s/ Jeffrey DeNunzio |
Jeffrey DeNunzio Director |
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