UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant [ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
DATAMILL MEDIA CORP.
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(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
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Payment of Filing Fee (Check the appropriate box):
[X] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
DATAMILL MEDIA CORP.
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, Florida 33062
INFORMATION STATEMENT
(Preliminary)
August 30, 2011
GENERAL INFORMATION
This Information Statement of Datamill Media Corp., a Nevada corporation
("Company"), has been filed with the Securities and Exchange Commission and is
being furnished, pursuant to Section 14 (c) of the Securities Exchange Act of
1934, as amended ("Exchange Act") on or about August 30, 2011, to our
shareholders of record as of the close of business on August 24, 2011 ("Record
Date"), to notify such shareholders that on August 24, 2011 (i) the Company's
Board of Directors approved an amendment to our Articles of Incorporation to
increase the authorized shares of our capital stock to 500,000,000 shares and to
effect a forward stock split on our issued and outstanding shares of Common
Stock on the ratio of 10 shares for one share, subject to shareholder approval;
(ii) our Board of Directors set August 24, 2011, as the record date for
shareholders entitled to vote on the amendment and the stock split; and (iii)
the Company received the written consent in lieu of a special meeting of
shareholders from a shareholder holding 10,201,350 shares of our Common Stock
representing approximately 66.6% of our total voting stock ("Majority
Shareholder"), approving of the Company amending the Articles of Incorporation
to increase the number of authorized shares of capital stock to 500,000,000 and
effecting the forward stock split described above.
While the above actions have been approved by a majority of our outstanding
shares in accordance with Nevada Corporate Law, the rules of the Securities and
Exchange Commission provide that the above actions cannot take effect until at
least 20 days after this information statement has first been sent to our
shareholders. We anticipate that the actions contemplated hereby will be
effected on or about the close of business on September 19, 2011.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
The entire cost of furnishing this Information Statement will be borne by
us. We will request brokerage houses, nominees, custodians, fiduciaries and
other similar persons to forward this Information Statement to the beneficial
owners of our voting securities, and we will reimburse such persons for
out-of-pocket expenses incurred in forwarding such material.
You are being provided with this Information Statement pursuant to Section
14 (c) of the Exchange Act and Regulation 14C promulgated thereunder, and, in
accordance therewith, the amendment to our Articles of Incorporation and the
forward stock split will not become effective until at least 20 calendar days
after the mailing of this Information Statement.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. Accordingly, we file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any document we file at the SEC's public reference room at 100 F
Street,, N.E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings will also
be available to the public at the SEC's web site at http://www.sec.gov.
You may request, and we will voluntarily provide, a copy of our filings,
including our annual report, which will contain audited financial statements, at
no cost to you, by writing or telephoning us at the following address and
telephone number:
Datamill Media Corp.
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, Florida 33062
Telephone: (954) 876-1181
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
2010;
2. Form 10-Q for the quarter ended March 31, 2011; and
3. Form 10-Q for the quarter ended June 30, 2011.
OUTSTANDING VOTING SECURITIES
The holders of our Common Stock are entitled to one vote per share. As of
August 24, 2011, we had 15,325,000 shares of Common Stock issued and outstanding
On the Record Date, persons entitled to cast 10,201,350 votes (or 66.6% of
total votes entitled to be cast) voted to approve the above described election
of directors and other corporate actions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
To our knowledge, the following table sets forth, as of August 24, 2011,
information regarding the ownership of our common stock by:
* Persons who own more than 5% of our common stock
* each of our directors and each of our executive officers; and
* all directors and executive officers as a group.
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Amount and
Nature of
Name and Address Title Of Beneficial Percent of
of Beneficial Owner Class Owner Class
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Vincent Beatty Common Stock 10,201,350 66.6%
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, Florida 33062
Officers and Directors as a
Group (1 person) Common Stock 10,201,350 66.6%
There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.
THE APPROVAL OF AN AMENDMENT TO OUR ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR
CAPITAL STOCK AND EFFECT A 10 SHARES TO ONE SHARE FORWARD STOCK SPLIT
ACTION NO. 1
OVERVIEW
The Company currently has authorized capital stock of 150,000,000 shares of
Common Stock. On August 24, 2011, our Board of Directors and the shareholder
holding a majority of the voting rights in the Company, approved an amendment to
the Articles of Incorporation to increase the number of outstanding shares of
our capital stock to 500,000,000 and to effect a 10 shares for one share forward
stock split
REASONS FOR ACTION NO. 1
The Company believes that it needs to have the additional authorized shares
of Common Stock in case it enters into an acquisition or merger transaction. In
addition, the Company believes that the forward stock split will result in
greater liquidity in the shares of our Common Stock.
DILUTIVE EFFECT OF INCREASING OUR AUTHORIZED SHARES OF COMMON STOCK AND ISSUING
A SUBSTANTIAL NUMBER OF SHARES UPON EFFECTIVENESS OF THE FORWARD STOCK SPLIT AND
IN THE EVENT OF AN ACQUISTION OR MERGER TRANSACTION
By increasing our authorized shares of Common Stock and issuing a
substantial number of shares of our Common Stock upon effectiveness of the
forward stock split and in the event of an acquisition or merger transaction,
our shareholders will suffer from substantial percentage dilution to their share
holdings in our Company.
AUTHORIZED SHARES OF COMMON STOCK AVAILABLE FOR FUTURE ISSUANCE
Since the Company is increasing the authorized shares of Common Stock, the
Company will have more authorized (but unissued) shares to issue in the future.
The additional shares of Common Stock that will become available for issuance
could be used by our management to oppose a hostile takeover attempt or delay or
prevent changes of control or changes in or removal of management, including
transactions that are favored by a majority of the shareholders or in which the
shareholders might otherwise receive a premium for their shares over
then-current market prices or benefit in some other manner. Although the
increase in our authorized Common Stock has been prompted by business and
financial considerations, shareholders nevertheless should be aware that
approval of the proposal could facilitate future efforts by our management to
deter or prevent a change in control of the Company.
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NO APPRAISAL OR DISSENTER'S RIGHTS
Under Nevada Law, shareholders are not entitled to appraisal or dissenter's
rights with respect to the proposed amendment to the Articles of Incorporation
to effect an increase in our authorized Common Stock or with respect to the
forward stock split and we will not independently provide shareholders with any
such right.
POTENTIAL ANTI-TAKEOVER EFFECT
Although the increased proportion of authorized but unissued shares to
issued shares could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that could dilute the stock ownership of a
person seeking to effect a change in the composition of the Board of Directors
or contemplating a tender offer or other transaction for the combination of the
Company with another company, the increase in our authorized Common Stock is not
being undertaken in response to any effort of which the Board of Directors is
aware to accumulate shares of the Common Stock or obtain control of the Company.
The Board of Directors does not currently contemplate the adoption of any other
amendments to the Articles of Incorporation that could be construed to affect
the ability of third parties to take over or change the control of the Company.
Release No. 34-15230 of the Staff of the Securities and Exchange Commission
requires disclosure and discussion of the effects of any shareholder proposal
that may be used as an anti-takeover device. However, the purpose of the
increase in our authorized Common Stock is to have additional shares available
for equity sales and acquisitions and not to construct or enable any
anti-takeover defense or mechanism on behalf of the Company. While it is
possible that management could use the additional shares to resist or frustrate
a third-party transaction providing an above-market premium that could favored
by a majority of the independent shareholders, the Company has no intent or plan
to employ the resulting additional unissued authorized shares as an
anti-takeover device.
APPROVAL OF ACTION NO. 1
The Majority Shareholder has approved the amendment to our Articles of
Incorporation to effect an increase of our authorized shares of Common Stock to
500,000,000 shares and to effect a 10 shares for one share forward stock split
on our issued and outstanding shares of Common Stock. The number of shares voted
to approve the plan was sufficient under Nevada corporate law.
By Order of the Board of Directors
/s/ Vincent Beatty
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Date: August 30, 2011 Vincent Beatty,
Director, President and Chief Executive Officer
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APPENDIX A
EXHIBIT "A"
TO
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DATAMILL MEDIA CORP.
Article 3 of the Articles of Incorporation is hereby amended to read in its
entirety as follows:
"Article 3.
Number of Shares with Par Value The aggregate number of shares which this
Corporation shall have authority to issue is 500,000,000) shares of Common
Stock, par value $0.001 per share. "
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