UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Amendment No. 1
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
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
Cross Click Media Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
| (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 O-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: | |
| (2) | Form, Schedule, or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: |
CROSS CLICK MEDIA INC.
8275 S. Eastern Avenue, Suite 200-661
Las Vegas, NV 89120
Telephone: (855) 267-4461
__________, 2014
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear Shareholders:
The enclosed Information Statement is being furnished to the holders of record of shares of the common stock of Cross Click Media Inc., a Nevada corporation (the “Company”), in connection with our prior receipt of approval by written consent in lieu of a special meeting, of the holder of a majority of our voting securities of an amendment to our Articles of Incorporation (the “Amendment”) to increase the number of authorized shares of common stock from 450,000,000 to 2,990,000,000.
On October 8, 2014, the Company obtained the approval of the Amendment, by written consent of a stockholder that is the record owner of 26,555,560 shares of common stock and 1,000,000 shares of Class B Convertible Preferred Stock which represents an additional 3,000,000,000 shares of voting power in common stock or 93.12% as of October 8, 2014. The filing of the Amendment with the Nevada Secretary of State will become effective twenty (20) calendar days after the mailing of this Information Statement.
THE COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY. Because the written consent of the holder of a majority of our voting power satisfies all applicable stockholder voting requirements, we are not asking for a proxy: please do not send us one.
Only stockholders of record at the close of business on October 8, 2014 (the “Record Date”) shall be given a copy of this Information Statement. The date on which this Information Statement will be sent to stockholders will be on or about ____________, 2014.
This Information Statement is for information purposes only. Please read it carefully.
Sincerely, |
| /s/ Kurtis A. Kramarenko |
| Kurtis A. Kramarenko |
| President and Chief Executive Officer |
| 2 |
CROSS CLICK MEDIA INC.
8275 S. Eastern Avenue, Suite 200-661
Las Vegas, NV 89120
Telephone: (855) 267-4461
_____________________
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
_________________________________
NO VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
THE COMPANY IS NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
This Information Statement is being furnished to the holders of record of shares of the common stock of Cross Click Media Inc., a Nevada corporation (the “Company”) in connection with the proposed action by written consent to authorize the approval of an amendment of our Articles of Incorporation to increase the number of authorized shares of common stock from 450,000,000 shares to 2,990,000,000 shares.
The board of directors has unanimously approved the Amendment, and MCKEA Holdings, LLC, a stockholder owning approximately 93.12% of the outstanding voting power of the Company as of the Record Date, has adopted, ratified and approved the proposed actions. No other votes are required or necessary to effectuate the proposed actions. See the caption "Vote Required for Approval" below. Such action by our stockholder will be effective twenty (20) calendar days after the date this Information Statement is first mailed to our stockholders and after the filing of the Amendment and required notices with the Nevada Secretary of State's office and the State of Nevada.
The Annual Report on Form 10-K for the year ended December 31, 2013, and any reports on Form 8-K and Form 10-Q filed by the Company during the past year with the Securities and Exchange Commission (the “SEC”) may be viewed on the SEC’s website at www.sec.gov in the Edgar Archives. The Company is presently current in the filing of all reports required to be filed by it. See the caption “Where You Can Find More Information” below.
DISTRIBUTION AND COSTS
The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. In addition, the Company will only deliver one Information Statement to multiple security holders sharing an address, unless the Company has received contrary instructions from one or more of the security holders. Also, the Company will promptly deliver a separate copy of this Information Statement and future shareholder communication documents to any security holder 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 shareholder communication documents to any security holder or holders sharing an address to which multiple copies are now delivered, upon written request to the Company at its address noted above.
Shareholders may also address future requests regarding delivery of information statements by contacting the Company at the address noted above.
VOTE REQUIRED FOR APPROVAL
The board of directors of the Company has adopted, ratified and approved the proposal to authorize the Amendment, and a stockholder of the Company holding a majority of the voting power on the Record Date has approved the Amendment.
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AMENDMENT TO ARTICLES OF INCORPORATION
GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER SHARES OF COMMON STOCK
PURPOSE
The Company’s board of directors has unanimously adopted a resolution seeking stockholder approval to authorize an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from 450,000,000 shares to 2,990,000,000 shares. The Company’s Articles of Incorporation, as currently in effect, authorizes the Company to issue up to 450,000,000 shares of common stock, par value $0.001 per share. The board of directors has proposed an increase in the number of authorized shares of the common stock of the Company and a stockholder holding a majority of the outstanding voting power has approved the filing of the Amendment. Upon the filing of the Amendment, the Company will be authorized to issue 2,990,000,000 shares of common stock and the authorized number of shares of preferred stock will remain the same.
While the Company has no specific plans at this time for the issuance of the additional common stock, the Company is party to a number of convertible notes under which the holders may convert all or portions of such notes at prices representing a percentage of the market price of the Company’s common stock. If and when the market price for the Company’s common stock declines, these convertible debt holders may require additional shares to be reserved. In addition, as the market price of the Company’s common stock declines, the convertible note holders will have the right to receive an increasing number of shares of common stock upon conversion of their notes. Additionally, although it has no specific plans to do so, the Company reserves the right to sell common stock to equity investors in order to provide the Company with additional capital for operational and expansion purposes.
The board of directors believes that authorizing this increase in the number of authorized shares of common stock is in the best interest of the Company and its stockholders.
EFFECT
The relative voting and other rights of holders of the common stock will not be altered by the authorization of an increase in shares of common stock. Each share of common stock will continue to entitle its owner to one vote. As a result of the increased authorization, the potential number of shares of common stock outstanding will be increased. Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are issued. Such dilution may negatively affect the value of existing shares of common stock, may affect the amount of any dividends paid to such stockholders if and when dividends are declared, and may reduce the share of the proceeds of the Company that they would receive upon liquidation of the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company’s board of directors fixed the close of business on October 8, 2014 as the record date of the determination of the stockholders entitled to notice of the action by written consent.
As of October 8, 2014, the Company has no class of voting stock outstanding other than the common stock and Class B Convertible Preferred Stock. The Company had 250,094,265 shares of common stock outstanding, and each share of common stock is entitled to one vote. The company had 1,000,000 shares of Class B Convertible Preferred Stock outstanding, and each share is entitled to 3,000 votes. In addition, Class B Convertible Preferred Stock is convertible to shares of our common stock, at the option of the holder, at a rate of 250 shares of common stock for each preferred share held. The conversion right also contains an anti-dilution feature whereby, for each additional share of common stock issued by us in the future, the holders of the Class B Convertible Preferred Stock shall, as a whole, received an equal number of common shares on a pro-rata basis. Further, for so long as shares of our Class B Convertible Preferred Stock are issued and outstanding, we may not designate any additional classes of preferred stock without the written consent of the holders of the majority of the then-issued and outstanding Class B Convertible Preferred shares. In any liquidation, holders of our Class B Convertible Preferred Stock will participate, on an as-converted basis, pro-rata with the holders of our common stock. Shares of Class B Convertible Preferred Stock have no dividend rights. MCKEA Holdings, LLC, a stockholder holding 26,555,560 shares of common stock and 1,000,000 shares of Class B Convertible Preferred Stock, representing a total of approximately ninety-three percent (93.12%) of total shareholder voting rights of the securities of the Company, as of the Record Date, has consented to the action required to authorize the Amendment. The total voting power of our issued and outstanding shares of common stock and Class B Convertible Preferred Stock, both in total and as exercised by MCKEA Holdings, LLC is as follows:
| Class | Total Issued and Outstanding | Total Voting Power | Held by MCKEA Holdings, LLC | Voting Power Held by MCKEA Holdings, LLC |
| Common | 250,094,265 | 250,094,265 | 26,555,560 | 26,555,560 |
| Class B Convertible Preferred | 1,000,000 | 3,000,000,000 | 1,000,000 | 3,000,000,000 |
| Totals | 3,250,094,265 | 3,026,555,560 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table lists, as of October 8, 2014, the number of shares of the Company’s common stock that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of our common stock; (ii) each executive officer and director of our company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.
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| Title of Class | Name
and Address of Beneficial Owners Directors and Officers | Amount of Beneficial Ownership(1) | % of Class | |||||||
| Common Stock | Kurtis
A. Kramarenko 1450 Biscayne Way Haslett, MI 48840 | 2,000,000(2) | 0.80 | % | ||||||
| Common Stock | Gary R. Gottlieb 3625 W. MacArthur Blvd. #301 Santa Ana, CA 92704 | 1,500,000 | 0.60 | % | ||||||
| Common Stock | Darren M. Magot 9061 Niguel Circle Huntington Beach, CA 92646 | 750,000(3) | 0.30 | % | ||||||
| Common Stock | Edmund Arguelles 265-1/2 Broadway Chula Vista, CA 91910 | 3,500,000 | 1.40 | % | ||||||
| Common Stock | DIRECTORS AND OFFICERS – TOTAL | 7,750,000 | 3.1 | % | ||||||
| Other 5% SHAREHOLDERS | ||||||||||
| Common Stock | Finiks Capital, LLC(4) 6250 Mountain Vista St., #C1 Henderson, NV 89014 | 20,000,000 | 8.00 | % | ||||||
| Common Stock | MCKEA Holdings, LLC(5) P.O. Box 3587 Tustin, CA 92781 | 26,555,560 | 10.62 | % | ||||||
| Directors and Officers | ||||||||||
| Class B Convertible Preferred Stock | Kurtis A. Kramarenko
1450 Biscayne Way Haslett, MI 48840 | 0 | 0 | % | ||||||
| Class B Convertible Preferred Stock | Gary R. Gottlieb 3625 W. MacArthur Blvd. #301 Santa Ana, CA 92704 | 0 | 0 | % | ||||||
| Class B Convertible Preferred Stock | Darren M. Magot 9061 Niguel Circle Huntington Beach, CA 92646 | 0 | 0 | % | ||||||
| Class B Convertible Preferred Stock | Edmund Arguelles 265-1/2 Broadway Chula Vista, CA 91910 | 0 | 0 | % | ||||||
| Class B Convertible Preferred Stock | DIRECTORS AND OFFICERS – TOTAL | 0 | 0 | % | ||||||
| Other 5% SHAREHOLDERS | ||||||||||
| Class B Convertible Preferred Stock | MCKEA Holdings, LLC(5) P.O. Box 3587 Tustin, CA 92781 | 1,000,000 | 100.00 | % | ||||||
| (1) | The percent of class is based on 250,094,265 shares of the Company’s common stock and 1,000,000 shares of Class B Convertible Preferred Stock issued and outstanding as of October 8, 2014. | |
| (2) | Includes 1,000,000 shares of common stock, together with vested options to purchase 1,000,000 shares of common stock (out of a total award of 4,000,000 options) at a price of $0.05 per share. | |
| (3) | Includes 250,000 shares of common stock, together with vested options to purchase 500,000 shares of common stock (out of a total award of 1,000,000 options) at a price of $0.08 per share. | |
| (4) | James P. Hodgins is the Managing Member of Finiks Capital, LLC and, in that capacity, has the authority to make voting and investment decisions regarding its common stock. | |
| (5) | Kristine L. Ault is the Managing Member of MCKEA Holdings, LLC and, in that capacity, has the authority to make voting and investment decisions regarding its common stock and Class B Convertible Preferred Stock. Class B Convertible Preferred Stock outstanding is entitled to 3,000 votes for each share held. In addition, Class B Convertible Preferred Stock is convertible to shares of our common stock, at the option of the holder, at a rate of 250 shares of common stock for each preferred share held. The conversion right also contains an anti-dilution feature whereby, for each additional share of common stock issued by us in the future, the holders of the Class B Convertible Preferred Stock shall, as a whole, received an equal number of common shares on a pro-rata basis. In total, MCKEA Holdings, LLC holds 3,026,555,560 shares in voting power, representing approximately 93.12% of the current shareholder voting power. |
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in any action covered by the related resolutions adopted by the board of directors, which is not shared by all other stockholders.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain “forward-looking” statements representing our expectations or beliefs regarding our Company. These forward-looking statements include, but are not limited to, statements concerning our operations, economic performance, financial condition, and prospects and opportunities. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including factors discussed in this and other of our filings with the Securities and Exchange Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange Commission relating to our business, financial statements, and other matters. These reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings are also available to the public on the SEC’s website at http://www.sec.gov.
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OTHER MATTERS
The Board knows of no other matters other than those described in this Information Statement which have been approved or considered by the holders of a majority of the shares of the Company’s voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT AND/OR THE PLAN, PLEASE CONTACT:
CROSS CLICK MEDIA INC.
8275 S. Eastern Avenue, Suite 200-661
Las Vegas, NV 89120
Telephone: (855) 267-4461
Sincerely,
|
| /s/ Kurtis A. Kramarenko |
| Kurtis A. Kramarenko |
| President and Chief Executive Officer |
| 7 |
|
Clark Corporate Law Group llp
|
3273 E. Warm Springs Las Vegas, NV 89120
200 S. Virginia St., 8th Floor Reno, NV 89501
| ||||
| Bryan R. Clark^ | Scott P. Doney | Telephone: 702-312-6255 | |||
| Christopher T. Clark | Joe Laxague | Facsimile: 702-944-7100 | |||
| Richard T. Cunningham^^ | Email: jlaxague@clarkcorporatelaw.com | ||||
October 21, 2014
Via EDGAR
United States Securities and Exchange Commission
100 F Street, N.E. Mailstop 3561
Washington D.C., 20549-7010
Attention: Larry Spirgel
| Re: | Cross Click Media Inc. Preliminary Information Statement on Schedule 14C Filed October 10, 2014 File No. 000-55110 |
Dear Mr. Spirgel:
I write on behalf of Cross Click Media Inc., (the “Company”) in response to Staff’s letter of October 20, 2014, by Larry Spirgel, Assistant Director, Assistant Director of the Commission’s Division of Corporate Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Preliminary Information Statement on Schedule 14C, filed October 10, 2014, (the Comment Letter”).
Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.
general
1. Please revise your disclosure on page 3 to make clear the identity of the stockholder as MCKEA Holdings, LLC.
In response to this comment, the Company has revised the disclosure on Page 3 to identify the stockholder as MCKEA Holdings, LLC.
Amendment to Articles of Incorporation, page 4
Purpose, page 4
2. Please tell us whether you presently have any plans, proposals or arrangements, written or otherwise, to issue any of these authorized shares. If not, please disclose that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the additional authorized shares.
In response to this comment, the Company has added the following additional disclosure under the “Purpose” portion of the proxy statement:
“While the Company has no specific plans at this time for the issuance of the additional common stock, the Company is party to a number of convertible notes under which the holders may convert all or portions of such notes at prices representing a percentage of the market price of the Company’s common stock. If and when the market price for the Company’s common stock declines, these convertible debt holders may require additional shares to be reserved. In addition, as the market price of the Company’s common stock declines, the convertible note holders will have the right to receive an increasing number of shares of common stock upon conversion of their notes. Additionally, although it has no specific plans to do so, the Company reserves the right to sell common stock to equity investors in order to provide the Company with additional capital for operational and expansion purposes.”
^Licensed in Colorado and District of Columbia
^^ Also admitted in Washington
Effect, page 4
3. Please explain the risk of potential dilution that may result from your recent issuance of 1,000,000 shares of preferred stock to MCKEA Holdings, LLC, in connection with this authorized increase from 450,000,000 shares of common stock to 2,990,000,000 shares.
In response to this comment, the Company has added the following language to the “Effect” section of the proxy statement:
“Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are issued. Such dilution may negatively affect the value of existing shares of common stock, may affect the amount of any dividends paid to such stockholders if and when dividends are declared, and may reduce the share of the proceeds of the Company that they would receive upon liquidation of the Company.”
Voting Securities and Principal Holders Thereof, page 4
4. Please revise your disclosure to make clear the following:
· the company’s total issued and outstanding shares of common stock;
· the total outstanding voting power based upon issued and outstanding shares of common stock and Class B Convertible Preferred Stock
· the total voting power held by MCKEA Holdings, LLC, including 26,555,560 shares of common stock and 1,000,000 shares of preferred stock, representing 3,000 votes per share, or 3,000,000,000 shares of common stock for voting purposes; and
· Class B Convertible Preferred Stock is convertible to shares of your common stock, at the option of the holder, at any time, at a rate of 250 shares of common stock for each preferred share held. Also discuss the anti-dilution feature of the conversion right as explained in your Form 8-K filed October 9, 2014.
In response to this comment, the Company the company has clarified this section to include the information set forth above, including a fuller description of the rights and features of the Class B Convertible Preferred Stock as well as a table setting forth the total issued and outstanding capital stock and voting power for each class and the capital stock and voting power held by MCKEA Holdings, LLC.
Forward-Looking Statements, page 6
5. Please delete the reference to the safe harbor provided by the Private Securities Litigation Reform Act of 1995 as this protection does not apply to you because your common stock is considered a penny stock.
In response to this comment, the Company has deleted the reference to the PSLRA.
| 2 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, page 4
6. Please note that beneficial ownership includes not only investment/dispositive power, but also voting power. Refer to Rule 13d-3(a) of the Exchange Act. Please revise footnote 5 to disclose the total voting power held by MCKEA Holdings, LLC, inclusive of common stock and preferred stock. Refer to Instructions 2 and 5 to Item 403 of Regulation S-K. Please make clear the rate at which the preferred stock may convert to common stock and the voting power of each share of preferred stock as it relates to common stock.
In response to this comment, the Company has amended footnote 5 to the beneficial ownership table to include the information requested.
In addition, enclosed herewith please find an acknowledgement letter from the Company.
Sincerely,
/s/ Joe Laxague
Joe Laxague, Esq.
Enclosure (Acknowledgment by the Company)
| 3 |
Cross Click Media Inc.
8275 S. Eastern Ave, Suite 200-661
Las Vegas, NV 89120
Via EDGAR
October 21, 2014
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Larry Spirgel, Assistant Director
Re: Cross Click Media Inc.
Preliminary Information Statement on Schedule 14C
Filed October 10, 2014
File No. 000-55110
Dear Mr. Spirgel:
In connection with the Company’s response to the United States Securities and Exchange Commission’s (the “Commission”) comments in a letter dated October 20, 2014 by Larry Spirgel, Assistant Director of the Commission’s Division of Corporate Finance, this correspondence shall serve as acknowledgment by the Company of the following:
| · | The company is responsible for the adequacy and accuracy of the disclosure in the filing |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Cross Click Media Inc.
/s/ Kurtis A. Kramarenko
| By: | Kurtis A. Kramarenko |
| Chief Executive Officer |
| 4 |