UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[ ] Preliminary Information Statement
[X] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
SPICY GOURMET MANUFACTURING, INC.
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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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[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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4) Date Filed:
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SPICY GOURMET MANUFACTURING, INC.
4731 West Atlantic Ave., Suite 7
Delray Beach, FL 33445
(561) 265-5657
INFORMATION STATEMENT
Pursuant To Section 14(c) of Securities and Exchange Act Of 1934
Approximate Date of Mailing: October 24, 2012
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information Statement is being furnished by the Board of Directors of Spicy
Gourmet Manufacturing, Inc. (the "Company") to the stockholders of record of the
Company's common stock at the close of business on October 23, 2012 (the "Record
Date"), and is being sent to you to inform you of action which has been approved
by the holders of at least a majority of the voting power of the Company
outstanding on the Record Date, by written consents without holding a meeting of
stockholders. By such written consents, such stockholders approved the following
action:
1. TO CHANGE THE NAME OF THE COMPANY TO "BULLSNBEARS.COM, INC."
Our Board of Directors unanimously adopted and approved the proposal on October
20, 2012, and on October 20, 2012, we received the written consent, in lieu of a
meeting of stockholders, from the holders of a majority of the outstanding
shares with the right to vote on these matters. No other votes were required to
adopt the Amendment and none are being solicited hereunder.
This Information Statement is first being mailed or furnished to stockholders on
or about October 24, 2012, and the Amendment described herein will not become
effective until at least twenty (20) calendar days thereafter. We anticipate
that the Certificate of Amendment will be filed with the State of Delaware to
take effect on November 15. We will pay all costs associated with the
preparation and distribution of this Information Statement, including all
mailing and printing expenses.
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NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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OUTSTANDING SECURITIES AND VOTING RIGHTS
As of October 24, 2012, the Company had authorized capital stock consisting of
100,000,000 Common Shares, par value $0.0001 per share, and 20,000,000 Preferred
Shares, par value $0.0001 per share. We have no other class of equity securities
authorized, and we have no debt securities presently authorized. We have
11,180,000 Common Shares issued and outstanding as of the date of this filing
and no Preferred Shares issued and outstanding as of the date of this filing. We
also have 5,000,000 common stock purchase warrants outstanding which are
convertible into an additional 5,000,000 Common Shares. The warrants are
currently exercisable and may be exercised at any time prior to November 19,
2015 at an exercise price of $.25 per Share.
Each holder of Common Stock is entitled to one vote for each share of Common
Stock held on all matters submitted to a vote of Stockholders. However, under
Delaware law, any action that may be taken at any stockholders' meeting may be
taken by written consent of the requisite number of stockholders required to
take such action. The Amendment requires the affirmative vote or written consent
of the holders of a majority of the Company's outstanding common stock.
STOCKHOLDERS' RIGHTS
The elimination of the need for a special meeting of the stockholders to approve
the actions proposed and discussed in this Information Statement is authorized
by Section 228 of the Corporation Law of the State of Delaware. This section
provides that any action required or permitted to be taken at a meeting of
stockholders of a corporation may be taken without a meeting, before or after
the action, if a written consent thereto is signed by the stockholders holding
at least a majority of the voting power.
In order to eliminate the costs and management time involved in holding a
special meeting and in order to effect the proposed resolutions as early as
possible in order to accomplish the purposes of the Company, the Company chose
to obtain the written consent of its stockholders holding a majority of the
Company's voting power.
The action described in this Information Statement cannot be taken until at
least 20 days after this Information Statement has been first mailed to the
Company's stockholders.
NO DISSENTERS' RIGHTS
Delaware Corporation Law does not provide for dissenter's rights in connection
with any of the actions proposed in this Information Statement.
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THE AMENDMENT
GENERAL
The Board has approved, and the stockholders owning a majority of the shares
entitled to vote on matters submitted to the stockholders have consented in
writing to amend the Company's Articles of Incorporation to effectuate a change
of name of the corporation to "BullsnBears.com, Inc.". The stockholders owning a
majority of the issued and outstanding shares of the Common Stock have consented
to the change of name on October 20, 2012, to become effective on November 15,
2012.
STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED
As of October 24, 2012, the Company had 11,180,000 issued and outstanding shares
of Common Stock. Each holder of Common Stock is entitled to one vote for each
share held on all matters submitted to a vote of stockholders.
By written consent dated October 20, 2012 the stockholders owning a majority of
the outstanding stock entitled to vote have approved the adoption and
implementation of the Amendment. Such action is sufficient to satisfy the
applicable requirements of Delaware law that stockholders approve such actions.
Accordingly, stockholders will not be asked to take further action on the
Amendment at any future meeting and the Board of Directors does not intend to
solicit any proxies or consents from any other stockholders in connection with
the Amendment.
PURPOSE AND EFFECT OF NAME CHANGE
The Board of Directors has determined that a change of name of the corporation
is necessary in order to properly reflect the new business plan of the
corporation. On October 20, 2012, the corporation acquired the URL domain name
and website of bullsnbears.com in an asset purchase transactions.
EFFECTIVENESS OF AMENDMENT
The Company reserves the right, upon notice to stockholders, to abandon or
modify the proposed Amendment at any time prior to the filing of the Amendment
upon consent of the Board and the holders of a majority of the existing stock
entitled to vote on matters submitted to the stockholders.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.
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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table shows the beneficial ownership of the Company's common stock
as of October 24, 2012. The table shows the amount of shares owned by each
person known to the Company who will own beneficially more than five percent of
the outstanding shares of any class of the Company's stock, based on the number
of shares outstanding assuming completion of the reorganization; each of the
Company's Directors and Executive Officers; and all of its Directors and
Executive Officers as a group.
Title of Class Beneficial Owner (1) Ownership Percentage
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Common Stock Ali Balaban 6,020,000 53.85%
Ayazago Maslak Yolu No: 5/A KAT:3
Maslak,, Sisli 34396, Turkey
Daniel Masters (2)
1752 Castellana Rd.,
La Jolla, CA 92037 4,065,000 36.36%
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(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving
the determination of beneficial owners of securities, a beneficial owner of
securities is a person who directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has, or shares,
voting power and/or investment power with respect to the securities, and
any person who has the right to acquire beneficial ownership of the
security within sixty days through means including the exercise of any
option, warrant or conversion of a security.
(2) Officer and Director. The percentage of shares owned is based on
approximately 11,180,000 shares of common stock outstanding as of October
24, 2012.
OTHER ACTION
No other action was taken or authorized by the stockholders' written consent to
corporate action to which this Information Statement pertains.
COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its Board of
Directors. The Company will bear the costs of distributing this Information
Statement to stockholders, including the expense of preparing, assembling,
printing and mailing the Information Statement. Although there is no formal
agreement to do so, the Company may reimburse attorneys, banks, brokerage houses
and other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding this Information Statement and related materials to stockholders. The
Company may pay for and use the services of other individuals or companies not
regularly employed by the Company in connection with the distribution of this
Information Statement if the Board of Directors of the Company determines that
this is advisable.
By Order of the Board of Directors
/s/ Nick Arroyo
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Nick Arroyo, President & CEO
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