UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
CASTMOR RESOURCES LTD.
(Name of Registrant As Specified In Its Charter)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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:
(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:
[ ] 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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(4) Date Filed:
CASTMOR RESOURCES LTD.
30A Trewsbury Road,
Sydenham, London SE26 5DN
NOTICE OF WRITTEN CONSENT TO ACTION BY STOCKHOLDERS
March 15, 2010
This notice and the accompanying information statement is being furnished to the
stockholders of Castmor Resources Ltd., a Nevada corporation (the "Company")
with respect to a written consent to action received from a holder of 64% of the
issued and outstanding shares of the Company's common stock adopting resolutions
approving the amendment of the Company's Articles of Incorporation to effect a
change of the Company's name to Takedown Entertainment Inc. The stockholder is
also the Company's sole director.
Only Company stockholders of record as at 8:00 a.m. on March 15, 2010 are
entitled to receive this Information Statement
The amendment of the Company's Articles of Incorporation will not be effected
until at least twenty (20) calendar days following the mailing of the
accompanying information statement to our stockholders.
Your vote or consent is not requested or required, and our sole director is not
soliciting your proxy. Section 78.320 of the Nevada Revised Statutes and the
Company's Bylaws provide that any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if stockholders
holding at least a majority of the voting power sign a written consent approving
the action. The written consent of a majority of the outstanding shares of our
common stock is sufficient to approve these matters.
The accompanying information statement is being furnished to you solely for the
purpose of informing stockholders of the matters described herein in compliance
with Regulation 14C of the Securities Exchange Act of 1934, as amended.
By Order of the Board of Directors
/s/ Alfonso Quijada
Alfonso Quijada
President, CEO and Director
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
CASTMOR RESOURCES LTD.
30A Trewsbury Road,
Sydenham, London SE26 5DN
INFORMATION STATEMENT
Date first mailed to stockholders: March 26, 2010
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION CONCERNING THE ACTION BY WRITTEN CONSENT
INTRODUCTION
This information statement (the "Information Statement") has been filed with the
Securities and Exchange Commission (the "SEC") and is being mailed or otherwise
furnished to the registered stockholders of Castmor Resources Ltd., a Nevada
corporation (the "Company," "we," or "us"), solely for the purpose of informing
you, as one of our stockholders, in the manner required under Regulation 14(c)
promulgated under the Securities Exchange Act of 1934, as amended, that the
holder of a majority of the issued and outstanding shares of the Company's
common stock (the "Common Stock") has executed a written Consent to Action
approving the following resolution:
Amend Article First of the Company's Articles of Incorporation
by changing the Company's name from Castmor Resources Ltd. to
Takedown Entertainment Inc. (the "Amendment").
The Amendment is described in greater detail below.
The Amendment was approved by our sole director, who is also the holder of a
majority of the issued and outstanding shares of the Common Stock, on March 15,
2010. In order to eliminate the costs and management time involve in holding a
special meeting, and in order to effect the Amendment as quickly as possible,
our sole director resolved to proceed with the corporate action by issuing his
written consent as a stockholder.
This Information Statement is dated March 26, 2010 and is first being mailed to
stockholders on or about March 26, 2010. Only stockholders of record at 8:00
a.m. on March 15, 2010 (the "Record Date") are entitled to receive this
Information Statement.
APPROVAL OF THE WRITTEN CONSENT RESOLUTIONS
Section 78.320 of the Nevada Revised Statutes and the Company's Bylaws provide
that any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if stockholders holding at least a
majority of the voting power sign a written consent approving the action.
The shares of Common Stock are the only class of voting securities of the
Company outstanding. As of the Record Date, the Company had 12,435,000 shares of
Common Stock issued and outstanding. Each share of Common Stock carries one
vote per share on all matters submitted to a vote of the shareholders.
At the Record Date our sole director held 8,000,000 shares of Common Stock
representing 64% of the voting rights of our stockholders. Our sole director
voted in favor of the Amendment by written consent on March 15, 2010, and since
he had sufficient voting power to approve the Amendment through his ownership of
capital stock, no consent or approval of the Amendment by any other stockholder
was solicited.
The Company has obtained all necessary corporate approvals in connection with
the Amendment and your consent is not required and is not being solicited in
connection with the approval of the Amendment. No vote or other action is
requested or required on your part.
EFFECTIVE DATE
The Amendment will become effective on the earlier of (i) 21 days from the date
this Information Statement is first mailed to the stockholders, or, (ii) such
later date as approved by the directors, in their sole discretion. The Amendment
will become effective through the filing of a Certificate of Amendment with the
Secretary of State of Nevada.
DISSENTER'S RIGHTS
Neither the Articles of Incorporation and Bylaws of the Company nor the Nevada
Revised Statutes provide for dissenters' rights of appraisal in connection with
the aforementioned resolutions.
EXCHANGE OF STOCK CERTIFICATES
Stockholders will be entitled to exchange their stock certificates for new
certificates representing the shares of common stock after giving effect to the
Amendment by submitting them to the Company's transfer agent, Holladay Stock
Transfer, Inc., of 2939 North 67th Place, Scottsdale, Arizona 85251, Telephone
number: (480) 481-3940. Upon receipt of an existing stock certificate, the
Transfer Agent will issue to the stockholder a new certificate under the new
name of the Company. The new certificates will contain the same restrictive
legend as the certificates for which they are exchanged. Stockholders will be
responsible for the costs of exchanging their certificates.
REASONS FOR AMENDMENT OF THE ARTICLES OF INCORPORATION
The change of the Company's name to Takedown Entertainment Inc. was approved
because the new name represents the Company's new business direction. Since its
inception on September 30, 2005, the Company has been engaged in the exploration
for mineral resources. On March 8, 2010, the Company entered into a material
definitive agreement (the "Acquisition Agreement") to acquire all the issued and
outstanding shares of Cage Wars Championship Ltd., a privately-held company
organized under the laws of the United Kingdom ("Cagewars"). Cagewars is
engaged in the business of organizing and promoting mixed martial-arts
competitions throughout the United Kingdom. (See Current Report on Form 8-K
filed with the SEC on March 12, 2010.)
Under the terms of the Acquisition Agreement, upon closing on April 19, 2010 (or
such other date as may be mutually agreed upon by the parties), Cagewars will
become a wholly-owned subsidiary of the Company. Cagewars is engaged in the
organization and promotion of mixed martial arts competitions, events and media.
Upon completion of the acquisition of Cagewars, the Company will focus its
operations on the business of Cagewars. The sole director of the Company
believes that the adoption of Takedown Entertainment Inc. as the name of the
Company will more clearly and accurately describe the Company's new business and
will allow the Company to develop a more recognizable identity in the
marketplace. The Company will not abandon its mineral exploration business
unless and until the acquisition of Cagewars closes.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, information concerning
ownership of the Company's securities by (i) each Director, (ii) each executive
officer, (iii) all directors and executive officers as a group; and (iv) each
person known to the Company to be the beneficial owner of more than five percent
of each class:
The number and percentage of shares beneficially owned includes any shares as to
which the named person has sole or shared voting power or investment power and
any shares that the named person has the right to acquire within 60 days.
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BENEFICIAL OWNERSHIP
NAME OF BENEFICIAL OWNER SHARES PERCENTAGE OF CLASS
- --------------------------------------------------------------------------------
Alfonso Quijada 8,000,000 64%
President, Chief Executive Officer,
Treasurer and a director
c/o Castmor Resources Ltd.
30A Trewsbury Road,
Sydenham, London SE26 5DN
- --------------------------------------------------------------------------------
All directors and executive officers 8,000,000 64%
as a group (1 person)
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PROPOSALS BY SECURITY HOLDERS
There are no proposals by any security holders.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None of the Company's directors or officers at any time since the beginning of
the last fiscal year has any substantial interest, direct or indirect, by
security holdings or otherwise, in the Amendment that is not shared by all other
holders of the Company's common stock. Our sole director approved the Amendment
on March 15, 2010. No other security holder entitled to vote at a stockholders'
meeting or by written consent has submitted to the Company any proposal for
consideration by the company or its sole director.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We will only deliver one Information Statement to multiple stockholders sharing
an address, unless we have received contrary instructions from one or more of
the stockholders. Also, we will promptly deliver a separate copy of this
Information Statement and future stockholder communication documents to any
stockholder at a shared address to which a single copy of this Information
Statement was delivered, or deliver a single copy of this Information Statement
and future stockholder communication documents to any stockholder or
stockholders sharing an address to which multiple copies are now delivered, upon
written request to us at our address noted above.
Stockholders may also address future requests regarding delivery of Information
Statements and annual reports by contacting us at the address noted above.
ADDITIONAL INFORMATION
The Company files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information the Company files at the
Securities and Exchange Commission's public reference room in Washington, D.C.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. The Company's filings with the
Securities and Exchange Commission are also available to the public from
commercial document retrieval services and at the web site maintained by the
Securities and Exchange Commission at "http://www.sec.gov."
March 15, 2010
By Order of the Board of Directors
/s/ Alfonso Quijada
Name: Alfonso Quijada
Title: Chief Executive Officer, President and Director