PRER14C 1 blvd-prer14c_071114.htm PRELIMINARY INFORMATION STATEMENT

 

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

(Amendment No. 1)

 

Check the appropriate box:

 

x Preliminary Information Statement
   
o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
   
o Definitive Information Statement

BLVD HOLDINGS, INC.

 (Name of Registrant As Specified In Its Charter)

 

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o Fee paid previously with preliminary materials.
     
o 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:
     
  (2) Form, Schedule or Registration Statement No.:
     
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  (4) Date Filed:

 

 

 

BLVD HOLDINGS, INC.

 (a Nevada corporation)

 

INFORMATION STATEMENT

 AND

 NOTICE OF ACTION TAKEN WITHOUT A MEETING

 

Date first mailed to stockholders: _____________, 2014

 

3565 King Rd., King City, Ontario, Canada L7B 1M3
(Principal Executive Offices)

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

Item 1. Information Required by Items of Schedule 14A

 

Introduction

 

This 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 BLVD Holdings, Inc. (the “Company”) pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of informing our stockholders of an amendment to our Articles of Incorporation (the “Amendment”).  The Company’s Board of Directors and the holders of a majority of the Company’s outstanding voting shares of the Company’s Common Stock (the “Common Stock”) have approved resolutions to amend Article 1 of the Company’s Articles of Incorporation by changing the Company’s name from “BLVD Holdings, Inc.” to “A.C. Simmonds and Sons Inc.” (the “Name Change”).

 

The Name Change is described in greater detail below and a copy of the Amendment is attached as Appendix A hereto.

 

Approval of the Name Change

 

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.

 

On April 9, 2014, the Board of Directors of the Company approved and recommended the Name Change.  Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders.  The holders of the Company’s Series A 6% 2014 Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”) and Series A-2 6% 2014 Convertible Redeemable Preferred Stock (the “Series A-2 Preferred Stock”) are entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company and are entitled to the number of votes equal to the number of whole shares of the Company’s Common Stock into which such shares of Series A Preferred Stock or Series A-2 Preferred Stock are convertible. However, because stockholders holding at least a majority of the voting rights of all outstanding shares of the Company’s capital stock as of July ____, 2014 will have voted in favor of the foregoing proposal by written consent, and having sufficient voting power to approve such proposal through their ownership of capital stock, no other stockholder consents will be solicited in connection with this Information Statement.

 

The Company has obtained all necessary corporate approvals in connection with the Name Change and your consent is not required and is not being solicited in connection with the approval of the Name Change.  This Information Statement is furnished solely for the purpose of informing stockholders in the manner required under the Securities Exchange Act of 1934 of these corporate actions before they take effect.

 

 

 

 

This Information Statement is dated July ____, 2014 and is first being mailed to stockholders on or about July ____, 2014.  Only stockholders of record at the close of business on July ____, 2014 are entitled to receive this Information Statement.

 

Effective Date of the Name Change

 

The Name Change 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 Company’s Board of Directors, in its sole discretion.  The Name Change will become effective through the filing of the Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada.

 

Dissenter's Rights of Appraisal

 

The Company’s Articles of Incorporation, the Bylaws of the Company, and the Nevada Revised Statutes do not provide for dissenters' rights of appraisal in connection with the Name Change.

 

Stock Certificates

 

Following the effective date of the Name Change, stockholders will receive information regarding the procedures by which they may forward their old certificates to the transfer agent and receive new certificates reflecting the Name Change.  Stockholders should not submit any stock certificates until they receive information from the Company regarding the exchange of stock certificates.  The Company’s transfer agent is Pacific Stock Transfer (the “Transfer Agent”), of 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119, Telephone number: (702) 361-3033.

 

Reasons for Name Change

 

The Company’s Board of Directors has determined that it is advisable that the Company adopt a new name to reflect its current business plan.

 

Effect of the Name Change

 

The Company’s new name will better reflect the nature of the Company’s current and anticipated operations under the Company’s business plan.

 

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

 

Voting Securities

 

As of the close of business on July 10, 2014, 15,680,000 shares of the Company’s Common Stock were issued and outstanding.  Each share of Common Stock is entitled to one vote on all matters upon which such shares can vote.  All shares of Common Stock are equal to each other with respect to the election of directors, however, 7,200,000 of such shares of Common Stock (the “Escrow Shares”) are being held in escrow by the Company’s counsel, pending registration of such shares for distribution under the Securities Act of 1933, as amended (the “Securities Act”) or the availability of an exemption therefrom (the “Distribution Conditions”). The Escrow Shares have no voting rights until their release from the escrow and no persons have any powers of disposition over such shares (other than the escrow agent sixty-one (61) days after the Distribution Conditions are satisfied). As a result, only 8,480,000 shares of the Company’s issued and outstanding shares of Common Stock are presently entitled to vote.

 

As of the close of business on July 10, 2014, there were a total of 239,200 shares of the Company’s Preferred Stock outstanding, including (i) 167,200 shares of Series A Preferred Stock; and (ii) 72,000 shares of Series A-2 Preferred Stock. On March 25, 2014, the Company filed a Certificate of Designation with the Secretary of State of Nevada authorizing and creating the Series A Preferred Stock (the “Series A Certificate of Designation”). The Series A Certificate of Designation authorizes 167,200 shares of Series A Preferred Stock. On May 27, 2014, the Company filed a Certificate of Designation with the Secretary of State of Nevada authorizing and creating the Series A-2 Preferred Stock (the “Series A-2 Certificate of Designation”).  The Series A-2 Certificate of Designation authorizes 72,000 shares of Series A-2 Preferred Stock. The Series A Preferred Stock and Series A-2 Preferred Stock each has a stated value of $10.00 per share and is convertible into the Company’s Common Stock at a conversion value of $10.00 per share. Holders of the Series A Preferred Stock or Series A-2 Preferred Stock may convert into Common Stock at any time after the first anniversary of the date of issuance. The holders of the Company’s Series A Preferred Stock and Series A-2 Preferred Stock are entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company and are entitled to the number of votes equal to the number of whole shares of the Company’s Common Stock into which such shares of Series A Preferred Stock or Series A-2 Preferred Stock are convertible.  

 

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DIRECTORS AND EXECUTIVE OFFICERS

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of July 10, 2014 by (i) each director of the Company; (ii) each of the Company's named executive officers; (iii) each person who is known by the Company to be the beneficial owner of more than five percent of the Company's outstanding Common Stock; and (iv) all directors and named executive officers as a group.  Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated.  The percentage of ownership set forth below reflects each holder's ownership interest in 8,480,000 shares of the Company’s Common Stock that are presently issued, outstanding and entitled to vote.

 

In addition to the 15,680,000 shares of Common Stock presently issued and outstanding (including the Escrow Shares which will not have any voting rights until the Distribution Conditions are satisfied), the Company has entered into an understanding whereby the Company intends to finalize an acquisition and issue an additional 15,000,000 shares of Common Stock. The Company intends to complete the formalities for such acquisition, including the execution of definitive share purchase agreements and the issuance of the 15,000,000 shares of Common Stock during the fourth quarter of 2014. The Company has also entered into an agreement pursuant to which the Company has agreed to issue an additional 30,000 shares of Common Stock, which are not reflected in the 15,680,000 shares presently issued and outstanding. The Company may also issue additional shares of Common Stock and preferred stock in the future in consideration for other acquisitions and corporate transactions.

 

Amount and Nature of

 Beneficial Ownership

 

Name of Beneficial Owner  Number of Shares
Beneficially Owned (1)		 Percentage Owned (2)
Named Executive Officers and Directors (3) (4):    

John G. Simmonds 

President, Chief Executive Officer and

Chairman of the Board of Directors 

 5,750,000 67.8%

Carrie J. Weiler

Corporate Secretary and Director 

—

 

—

 

Ian Bradley

Director

 

—

 

—

 

Ken Adelberg

Director 

—

 

—

 

Chandra Panchal

Director 

—

 

—

 

Ted Daniel

Director 

—

 

—

 

Tyrone Ganpaul

Chief Financial Officer 

—

 

—

 

M. Ann Courtney(5)

Former Chief Executive Officer, Chief Financial Officer and

Chairman of the Board of Directors 

 — —
All Named Executive Officers and Directors as a Group (8 Persons) 5,750,000 67.8%
Other 5% Stockholders (3) (4) (5):    
Donald Meade(6) 1,100,000 13.0%
   
(1)   Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person.
(2)   To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person.
   
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(3)   The mailing address of each of the individuals and entities listed above is c/o BLVD Holdings, Inc., 3565 King Rd., King City, Ontario, Canada, L7B 1M3.
   (4) M. Ann Courtney was the Company’s sole officer and director until February 14, 2014.
(5)   On April 14, 2014, the Company entered into a share purchase agreement (the “Vertility Purchase Agreement”) with Vertility Oil & Gas Corporation (“Vertility”), a corporation incorporated under the laws of the Province of Ontario, and Rabea Allos to purchase one hundred percent (100%) of the outstanding shares of the common stock of Vertility.  Pursuant to the Vertility Purchase Agreement, the Company acquired the outstanding common stock of Vertility in consideration for 7,200,000 shares of the Company’s Common Stock.  Such 7,200,000 shares of Common Stock are presently being held as the Escrow Shares pending their distribution to certain parties pursuant to an Escrow Agreement dated as of July 10, 2014 (the “Escrow Agreement”) by and between the Company, Vertility, Rabea Allos and Wuersch & Gering LLP as Escrow Agent (the “Escrow Agent”).   The Escrow Shares have no voting rights until release by the Escrow Agent from the escrow and no persons have any powers of disposition over such Escrow Shares unless or until the Distribution Conditions are satisfied.  The Escrow Agent, having no power to vote the Escrow Shares and no power of disposition over the Escrow Shares (except with respect to the release of the Escrow Shares sixty one (61) days after satisfaction of the Distribution Conditions), has no beneficial ownership interest in the Escrow Shares.
(6)   1,100,000 shares were issued to Donald Meade pursuant to a master license agreement (the “License Agreement”) dated as of April 16, 2014.  The License Agreement grants the Company an exclusive perpetual worldwide license to produce, market and sell the mold remediation products and patented formulas owned by Rx100 Inc.  All such shares are restricted and shall be held in escrow for a six (6) month period as security for the covenants made by Rx 100 Inc. and Donald Meade pursuant to the License Agreement and shall be further subject to regulatory restrictions and hold periods as required by applicable securities regulators.     
   
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Series A Preferred Stock

 

The Company has issued 167,200 shares of Series A Preferred Stock. Such shares of Series A Preferred Stock are convertible in to Common Stock after the first anniversary of the date of issuance at a conversion price of $10.00 per share.

 

Amount and Nature of

 Beneficial Ownership

 

Name of Beneficial Owner  Number of Shares
Beneficially Owned (1) (2) (3)		 Percentage Owned 
Peter Goudas 167,200 100%
   
(1)   Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares.
(2)   To the best of our knowledge, Mr. Goudas has sole voting and investment power with respect to the shares of Series A Preferred Stock.
(3)   Mr. Goudas’ mailing address is c/o BLVD Holdings, Inc., 3565 King Rd., King City, Ontario, Canada, L7B 1M3.

 

Series A-2 Preferred Stock

 

The Company has issued 72,200 shares of Series A-2 Preferred Stock. Such shares of Series A-2 Preferred Stock are convertible in to Common Stock after the first anniversary of the date of issuance at a conversion price of $10.00 per share.

 

Amount and Nature of

Beneficial Ownership

 

Name of Beneficial Owner  Number of Shares
Beneficially Owned (1) (2) (3)		 Percentage Owned 
Italo Sinisi 50,000 69.4%
Sam Sinisi 22,000 30.6%
   
(1)   Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares.
(2)   To the best of our knowledge, each individual listed above has sole voting and investment power with respect to the shares of Series A Preferred Stock owned by such individual.
(3)   The mailing address of each of the individuals listed above is c/o BLVD Holdings, Inc., 3565 King Rd., King City, Ontario, Canada, L7B 1M3.
   
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Changes in Control

 

On January 30, 2014, Mr. John G. Simmonds purchased 5,750,000 shares of Common Stock in the Company, representing 82.4% of the issued and outstanding shares of the Company as of such date, from Ms. M. Ann Courtney for a purchase price of $320,000. Such purchase price was provided from Mr. Simmonds’ working capital.   As of July 10, 2014, Mr. Simmonds owns a total of 5,750,000 shares of Common Stock of the Company, which represents 36.7% of the Company’s issued and outstanding shares as of such date, and 67.8% of those shares of Company’s Common Stock issued, outstanding and entitled to vote as of such date.

 

At the present time, there are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

Item 2.  Statement That Proxies Are Not Solicited

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

Item 3.  Interest of Certain Persons in or Opposition to Matters to Be Acted Upon

 

None of the Company’s current or former officers or directors have any financial interest in the Name Change except to the extent that they are stockholders of the Company.

 

Item 4.  Proposals by Security Holders

 

Not applicable as no stockholder proposals have been submitted.

 

Item 5.  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 or oral request to us at the following address and telephone number:

 

BLVD Holdings, Inc.

 Suite 102 - 3565 King Rd., King City,
Ontario, Canada L7B 1M3
Telephone number: (905) 833-9845

 

Stockholders may also address future requests regarding delivery of information statements and/or annual reports by contacting us at the address noted above.

 

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Where You Can Find More 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."

 

  July 11, 2014
   
  By Order of the Board of Directors
   
  By:  /s/ John G. Simmonds
 

Name:

Title:

 John G. Simmonds
President and Chief Executive Officer

 

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Appendix A

 

Amendment to the Articles of Incorporation

 

2. The articles have been amended as follows:

 

Article 1: The name of the Corporation is A.C. Simmonds and Sons Inc.

 

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