MATRIXX RESOURCE HOLDINGS INC PRE 14C
________________________________________________________________________________
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ X ] Preliminary information statement
[ ] Definitive information statement
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
MATRIXX RESOURCE HOLDINGS, INC.
(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
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Rules 14c-5(g) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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________________________________________________________________________________
MATRIXX RESOURCE HOLDINGS, INC.
1305 67th STREET
BROOKLYN, NY 11219
(631) 759-0653
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO
NOTICE OF CORPORATE ACTION
BY WRITTEN STOCKHOLDER CONSENT
WITHOUT SPECIAL MEETING OF THE STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
TO OUR STOCKHOLDERS:
This Information Statement is being furnished to the holders of common stock,
par value $.001 per share, of Matrixx Resource Holdings, Inc., a Delaware
corporation (the "Company"), to advise you of the proposal described below,
which have been authorized by the written consent of the Company's Board of
Directors and the holders of a majority of the Company's outstanding shares of
common stock. This action is being taken in accordance with the requirements of
the Delaware General Corporation Law (the "DGCL"). This Information Statement
will serve as written notice to stockholders pursuant to Section 222 of the
DGCL.
The Company's Board of Directors determined that the close of business on July
14, 2011 was the record date ("Record Date") for the stockholders entitled to
notice about the proposals authorizing:
1. To institute a 1 for 250 reverse split of our issued and
outstandingshares of common stock (the "Reverse Split"), including
any and all outstandingoptions, warrants and rights as of July ___,
2011 (the "Effective Date"), withall fractional shares rounded to
the nearest whole.
Under Section 222 of the DGCL, proposals by stockholders may be taken without a
meeting, without prior notice, by written consent of the holders of outstanding
capital stock having not less than the minimum number of votes that would be
necessary to authorize the proposals at a meeting at which all shares entitled
to vote thereon were present and voted. On that basis, stockholders holding a
majority of the outstanding shares of capital stock entitled to vote approved
the three above proposals. No other vote or stockholder action is required. You
are being provided with notice of the approval of this proposal by written
consent of the stockholders owning a majority of the outstanding voting
securities of the Company entitled to vote thereon.
As of the Record Date, there were 518,813,470 shares of common stock, 100 shares
of Series A Convertible Preferred Stock and 100 shares of Series B Preferred
Stock issued and outstanding. The common stock, Series A Convertible Preferred
Stock and Series B Preferred Stock constitute the sole outstanding classes of
voting securities of the Company. Each share of common stock entitles the holder
thereof to one vote on all matters submitted to a vote of the stockholders. Each
share of Series A Convertible Preferred Stock entitles the holder thereof to one
vote on all matters submitted to a vote of the stockholders, and each share of
Series B Preferred Stock entitles the holder thereof to 1,000,000 votes on all
matters submitted to a vote of the stockholders.
<page>
On July 14, 2011, stockholders holding an aggregate of 213,793,231 shares of
common stock of the votes entitled to be cast at a meeting of the Company's
shareholders consented in writing to the proposal. The sole holder of all
shares of Series A Convertible Preferred Stock and Series B Preferred Stock also
consented in writing to the proposal for a total of 313,793,331 out of
618,813,470 votes entitled to vote. The percentage by the shareholders entitled
to vote who passed this action include 50.7% of all classes of shares.
On July 14, 2011, the Board of Directors approved the proposal referred to in
this Information Statement. This Information Statement will first be mailed to
stockholders on or about July 29, 2011, and is being furnished for informational
purposes only. The Company anticipates the "effective date" of the reverse split
to take place on or after July 29, 2011
Consummation of the Reverse Stock Split will not alter the number of authorized
shares its par value of $0.001.
Additionally, the Board of Directors believes that the current per-share price
of the Common Stock has limited the effective marketability of the Company's
shares. The Reverse Split will decrease the number of prior common shares
outstanding, and possibility increases the per share market prices for the new
Common Stock. In theory, the number of shares outstanding should not affect the
aforementioned marketability of the Company's Common Stock, the type of investor
who acquires it, or the Company's reputation in the financial community. Many
investors view stocks trading at very low prices as speculative in nature and as
a matter of policy avoid such investments.
The executive offices of the Company are located at 1305 Brooklyn, NY 11219. The
Company's phone number is (631) 759-0653.
The Company will pay all expenses associated with furnishing this Information
Statement, including the costs of preparing, assembling and mailing this
Information Statement. Additionally, the Company has made written requests of
brokers and other custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of the common stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
The Board of Directors does not know of any matters, other than those described
hereinabove, that require approval by the stockholders of the Company and for
which notice is to be given to the stockholders.
This Information Statement will serve as written notice to the Company's
stockholders pursuant to Section 222 of the DGCL.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Catherine Thompson
Catherine Thompson
Chief Executive Officer
1305 67th Street
Brooklyn, NY 11219
<page>
________________________________________________________________________________
Matrixx Resource Holdings, Inc.
1305 67th Street
Brooklyn, NY 11219
July ____, 2011
Notice of Action by Written Consent
of a
Majority of the Outstanding Common and Preferred Stock
To the Stockholders of Matrixx Resource Holdings, Inc.:
We are providing to you the following Information Statement to notify you
that on July 14, 2011, we received written consents in lieu of a meeting
ofstockholders from the holders of a majority of our outstanding common
stock, approving the following actions:
The Company's Board of Directors determined that the close of business on July
14, 2011 was the record date ("Record Date") for the stockholders entitled to
notice about the proposals authorizing:
1. To institute a 1 for 250 reverse split of our issued and
outstandingshares of common stock (the "Reverse Split"), including any
and all outstandingoptions, warrants and rights as of July ____, 2011
(the "Effective Date"), withall fractional shares rounded to the
nearest whole.
This Information Statement is being furnished to the stockholders of the Company
to advise them of the three proposals described herein, each of which have been
authorized by the written consent of stockholders owning a majority of the
outstanding voting securities of the Company entitled to vote thereon. This
action is being taken in accordance with the requirements of the DGCL. This
Information Statement will serve as written notice to stockholders pursuant to
Section 222 of the DGCL.
Under Section 222 of the DGCL, action by stockholders may be taken without a
meeting, without prior notice, by written consent of the holders of outstanding
capital stock having not less than the minimum number of votes that would be
necessary to authorize the action at a meeting at which all shares entitled to
vote thereon were present and voted. On that basis, the stockholders holding a
majority of the outstanding shares of common stock entitled to vote approved
these proposals. No other vote or stockholder action is required. You are being
provided with notice of the approval of these proposals by written consent of
the stockholders owning a majority of the outstanding voting securities of the
Company entitled to vote thereon.
As of the Record Date, there were 518,813,470 shares of common stock, 100 shares
of Series A Convertible Preferred Stock and 100 shares of Series B Preferred
Stock issued and outstanding. The common stock, Series A Convertible Preferred
Stock and Series B Preferred Stock constitute the sole outstanding classes of
voting securities of the Company. Each share of common stock entitles the holder
thereof to one vote on all matters submitted to a vote of the stockholders. Each
share of Series A Convertible Preferred Stock entitles the holder thereof to one
vote on all matters submitted to a vote of the stockholders, and each share of
Series B Preferred Stock entitles the holder thereof to 1,000,000 votes on all
matters submitted to a vote of the stockholders.
On July 14, 2011, stockholders holding an aggregate of 213,793,231 shares of
common stock of the votes entitled to be cast at a meeting of the Company's
shareholders consented in writing to the proposal. The sole holder of all
shares of Series A Convertible Preferred Stock and Series B Preferred Stock also
consented in writing to the proposal for a total of 313,793,331 out of
618,813,470 votes entitled to vote. The percentage by the shareholders entitled
to vote passed this action include 50.7% of all classes of shares.
On July 14, 2011, the Board of Directors approved the proposal referred to in
this Information Statement. This Information Statement will first be mailed to
stockholders on or about July 29, 2011, and is being furnished for informational
purposes only. The Company anticipates the "effective date" of the reverse split
to take place on or after July 29, 2011
Consummation of the Reverse Stock Split will not alter the number of authorized
shares, nor, its par value of $0.001.
<page>
Additionally, the Board of Directors believes that the current per-share price
of the Common Stock has limited the effective marketability of the Company's
shares. The Reverse Split will decrease the number of prior common shares
outstanding, and possibility increases the per share market prices for the new
Common Stock. In theory, the number of shares outstanding should not affect the
aforementioned marketability of the Company's Common Stock, the type of investor
who acquires it, or the Company's reputation in the financial community. Many
investors view stocks trading at very low prices as speculative in nature and as
a matter of policy avoid such investments.
PROPOSAL
Approval of the following proposals requires the consent of a majority of the
issued and outstanding common stock and preferred stock of the Company. As of
the Record Date, the Company had 518,813,470 shares of common stock, 100 shares
of Series A Convertible Preferred Stock and 100 shares of Series B Preferred
Stock issued and outstanding.
On July 14, 2011, stockholders holding an aggregate of 213,793,231 shares of
common stock of the votes entitled to be cast at a meeting of the Company's
shareholders consented in writing to the three proposals. The sole holder of all
shares of Series A Convertible Preferred Stock and Series B Preferred Stock also
consented in writing to the proposal for a total of 313,793,331 out of
618,813,470 votes entitled to vote. The percentage by the shareholders entitled
to vote who passed this action include 50.7% of all classes of shares.
The proposal requiring consent from a majority of the issued and outstanding
common stock of the Company are as follows:
Our Board of Directors has approved the aforementioned Proposal. Stockholders
holding a majority of our issued and outstanding common and preferred stock have
approved Proposal via written consent.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
CONCLUSION
As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of the three proposals set
forth herein. As the requisite majority stockholder vote for the three
proposals, as described in this Information Statement, has been obtained from a
majority of our stockholders via written consent, WE ARE NOT ASKING FOR A PROXY
FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This Information Statement is
intended to provide you with information required by the rules and regulations
of the Securities and Exchange Act of 1934, as amended.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this Information Statement on Schedule 14C to be
executed on its behalf by the undersigned.
/s/ Catherine Thompson
Catherine Thompson
Chief Executive Officer
1305 67th Street
Brooklyn, NY 11219