UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
Political Calls, Inc.
------------------------------------------------
(Name of Registrant As Specified In Its Charter)
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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Political Calls, Inc.
1015 S. Cimarron
Las Vegas, NV 89145
Phone: (702) 221-1925
[date], 2007
To the Shareholders:
The purpose of this Information Statement is to inform you that the Board of
Directors of Political Calls, Inc. a Nevada corporation ("the Company") and a
shareholder who owns approximately 85% of our capital stock as of the close of
business on [date] (the "Record Date"), have given written consent as of
December 27, 2007, to approve the following:
The authorization of a ten-for-one (10:1) reverse stock split for
the Company's issued and outstanding common and preferred stock.
Nevada corporation law and the Company's bylaws permit holders of a majority
of the voting power to take stockholder action by written consent.
Accordingly, the Company will not hold a meeting of its stockholders to
consider or vote upon the reverse stock split as described in this Information
Statement.
We encourage you to read the attached Information Statement carefully,
including the exhibits, for further information regarding these actions. In
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), the approval of the action described
herein by the holders of a majority of the voting power of the Company will
be deemed ratified and effective at a date that is at least 20 days after the
date this Information Statement has been mailed or furnished to our
stockholders. This Information Statement is first being mailed or furnished
to stockholders on or about [date].
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This 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 Exchange Act.
By Order of the Board of Directors
/s/ David Gallagher
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David Gallagher
Director and
Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Political Calls, Inc.
1015 S. Cimarron
Las Vegas, NV 89145
Phone: (702) 221-1925
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
- -------------------
This information is being provided to the shareholders of Political Calls,
Inc. ("POLC"), in connection with our prior receipt of Board approval and by
written consent, in lieu of a special meeting, of the holder of a majority of
our common stock authorizing a ten-for-one reverse stock split (the "Stock
Split") of our issued and outstanding common and callable and convertible
preferred stock. POLC's Board of Directors has approved the Reverse Split and
POLC has obtained (by written consent) the approval of one shareholder who is
record owner of 3,619,000 shares of common stock, which represents 85% of the
total outstanding common shares of Political Calls, Inc. The approval by the
shareholders will not become effective until 20 days from the date of mailing
of this Information Statement to our shareholders.
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The
Company will only deliver one Information Statement to multiple stockholders
sharing an address unless the Company has received contrary instructions from
one or more of the stockholders. The Company 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 holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the following address:
Political Calls, Inc.
1015 S. Cimarron
Las Vegas, NV 89145
Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting the Company at
the address listed above.
1
The Company's Board of Directors approved this action on December 27, 2007 and
recommended to effectuate a ten-for-one (10:1) reverse split of the issued and
outstanding Common Stock and Preferred Stock, while retaining the current par
value of $0.001, with appropriate adjustments to the capital accounts of
Political Calls, with no stockholder to be reduced below one hundred (100)
shares, on a per stockholder of record basis, and with all fractional shares
rounded up.
The elimination of the need for a special meeting of the shareholders to
approve the reverse stock split is authorized by Section 78.320 of the Nevada
Revised Statutes, (the "Nevada Law"). This Section provides that the written
consent of the holders of outstanding shares of voting capital stock, having
not less that the minimum number of votes which would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote on a
matter were present and voted, may be substituted for the special meeting.
According to this Section 78.390 of the Nevada Law, a majority of the
outstanding shares of voting capital stock entitled to vote on the matter is
required in order to amend the Company's Articles of Incorporation. In order
to eliminate the costs and management time involved in holding a special
meeting and in order to effect the reverse stock split as early as possible
in order to accomplish the purposes of the Company, the Board of Directors of
the Company voted to utilize the written consent of the majority shareholders
of the Company.
The date on which this Information Statement was first sent to the
shareholders is on, or about [date]. The record date established by the
Company for purposes of determining the number of outstanding shares of
Voting Capital Stock of the Company was [date], (the "Record Date").
Outstanding Voting Stock of the Company
- ---------------------------------------
As of the Record Date, the Company had 70,000,000 authorized shares of common
stock, of which 4,231,000 common stock were issued and outstanding; and,
5,000,000 authorized shares of preferred stock, of which 750,000 callable and
convertible preferred shares were issued or outstanding. This reverse split
was approved the Board and Directors and the consenting stockholder, who is
the beneficial owner of 3,619,000 shares, which represents approximately 85%
of the issued and outstanding shares of the Company's outstanding common stock.
The Board of Directors and the consenting stockholder voted in favor of the
actions described by written consent, dated December 27, 2007. Each share of
Common Stock entitles the holder to one (1) vote on all matters submitted to
the shareholders.
2
Security Ownership of Certain Owners and Management
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The following Table sets forth the Common Stock ownership information as of
December 27, 2007, with respect to (i) each person known to the Company to be
the beneficial owner of more than 5% of the Company's Common Stock, (ii) each
director of the Company, (iii) each person intending to file a written
consent to the adoption of the reverse split described herein, and (iv) all
directors, executive officers and designated shareholders of the Company as a
group. This information as to beneficial ownership was furnished to the
Company by or on behalf of each person named. Percentage of Class is based
on 4,231,000 issued and outstanding common shares.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS
- ----------------------------------------------------------------------
Common David Gallagher (1) 3,619,000 85.5%
President,
Secretary, Director
- ----------------------------------------------------------------------
All Executive Officers, Directors
as a Group (1 person) 3,619,000 85.5%
(1) David Gallagher, 1015 S. Cimarron, Las Vegas, NV 89145.
Purpose and Effect of Reverse Stock Split
- -----------------------------------------
The Board of Directors of the Company has adopted a resolution to reverse
split the Company's issued and outstanding Common and Preferred shares
ten-for-one (10:1), which will result in the issuance of one new share
("New Shares") for each ten (10) old shares ("Old Shares") of the Company's
common and callable and convertible preferred stock held as of [date] (the
Split "Record Date"). The holder of shares representing a majority of the
Company's outstanding voting stock has given his written consent to the
reverse stock split. Under Nevada corporation law and the Company's bylaws,
the consent of the holders of a majority of the voting power is effective as
stockholders' approval. In accordance with the requirements of the Securities
Exchange Act of 1934 and Regulation 14C promulgated thereunder, the reverse
stock split will not become effective until at least twenty (20) calendar days
after the mailing of this Information Statement.
3
The procedure for shareholders of the Company as of [date], the Reverse Split
Record Date, to obtain New Shares in exchange for Old Shares pursuant to the
Stock Split is set forth below under the heading "Effective Date."
Our board of directors believes the ten-for-one (10:1) reverse stock split
is necessary to increase the effective marketability of its stock to enhance
the liquidity of the common stock so that the Company can better access
capital markets.
The Board of Directors believes a reverse split may facilitate future
financings by the Company. In addition, the resulting reduction in the
number of issued and outstanding shares of Common and Preferred Stock will
provide the Company with additional authorized but unissued shares which
could be utilized for future acquisitions or to otherwise raise funds to help
build the Company's business objectives. The Company has no pre-arrangement
to issue shares at this time.
Political Calls will not issue any certificates representing fractional
shares of Political Calls' common or preferred stock in the transaction,
while retaining the current par value of $0.001, with appropriate adjustments
to the capital accounts of POLC. Any resulting fractional shares shall be
rounded up. Any shareholder who owns 1,000 or fewer common shares will
receive one hundred shares. This reverse stock split will reduce the number
of issued and outstanding common shares from 4,231,000 to 423,100 common
shares and have no effect on the authorized number of common shares. This
reverse stock split will reduce the number of issued and outstanding callable
and convertible preferred shares from 750,000 to 75,000 preferred shares and
have no effect on the authorized number of preferred shares.
The board of directors of POLC may authorize, without further shareholder
approval, the issuance of such shares of common stock or preferred stock to
such persons, for such consideration, and upon such terms as the board of
directors determines. Such issuance could result in a significant dilution
of the voting rights and the stockholders' equity, of then existing
shareholders.
The issuance of additional common stock may have the effect of deterring or
thwarting persons seeking to take control of POLC through a tender offer,
proxy fight or otherwise or to bring about removal of incumbent management or
a corporate transaction such as merger. For example, the issuance of common
stock or preferred stock could be used to deter or prevent such a change of
control through dilution of stock ownership of persons seeking to take
control or by rendering a transaction proposed by such persons more
difficult.
There can be no assurance, nor can the Board of Directors of the Company
predict what effect, if any, these change, include the reverse stock split
will have on the Company's common stock. The Company's stock is not trading
on any exchange.
4
Effective Date
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Certificates for the Company's common and preferred stock that recite the
name "Political Calls, Inc." will continue to represent shares in the Company
after the reverse stock split becomes effective. If, however, a stockholder
wishes to acquire a certificate reflecting the reverse stock split, the
stockholder may do so by surrendering their certificate to the Company's
transfer agent with a request for a replacement certificate and the
appropriate stock transfer fee. The new certificate will reflect the ten-
for-one (10:1) reverse stock split.
The Company's transfer agent is:
Empire Stock Transfer, Inc.
2470 St. Rose Pkwy, Suite 304
Henderson, NV 89074
Telephone: 702-818-5898; Fax: 702-974-1444.
No Dissenter's Rights
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Under Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to this reverse stock split, and we will not
independently provide our shareholders with any such right.
Nevada Anti-Takeover Provisions
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The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to POLC. Section 78.438 of the Nevada law prohibits
the Company from merging with or selling more than 5% of our assets or stock
to any shareholder who owns or owned more than 10% of any stock or any entity
related to a 10% shareholder for three years after the date on which the
shareholder acquired the POLC shares, unless the transaction is approved by
POLC's Board of Directors. The provisions also prohibit POLC from
completing any of the transactions described in the preceding sentence with a
10% shareholder who has held the shares more than three years and its related
entities unless the transaction is approved by our Board of Directors or a
majority of our shares, other than shares owned by that 10% shareholder or
any related entity. These provisions could delay, defer or prevent a change
in control of POLC .
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Conclusion
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As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the reverse stock split.
Your consent to the reverse stock split is not required and is not being
solicited in connection with this action. This Information Statement is
intended to provide our stockholders information required by the rules and
regulations of the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Political Calls, Inc.
By: /s/ David Gallagher
--------------------------------
David Gallagher
President
Date: [date]
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