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MONEY4GOLD
HOLDINGS, INC.
595
South Federal Highway, Suite 600
Boca
Raton, Florida, 33432
July ,
2008
Dear
Stockholder:
The
accompanying Information Statement is being furnished to the holders of shares
of the common stock of Money4Gold Holdings, Inc. (the "Company"), a Delaware
corporation. The Board of Directors (the "Board") is not soliciting
your proxy and you are requested not to send us a proxy. The purpose
of this Information Statement is to notify you of actions already approved
by written consent of a majority of the voting stockholders and the
Board. Pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, the
following actions will not be effective until twenty (20) days after the
date the Information Statement is mailed to the stockholders:
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(1)
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To
authorize the Company's Board of Directors to amend our Articles of
Incorporation in the State of Delaware to increase the maximum number of
shares of stock that the Company shall be authorized to have outstanding
at any time to Two Hundred Million (200,000,000) shares of common stock at
par value of $.0001 with no preemptive rights and to authorize Twenty Five
Million (25,000,000) shares of preferred stock at par value of
$.0001.
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(2)
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To
authorize the Company's Board of Directors to amend our Articles of
Incorporation in the State of Delaware to file a certificate of
designation, thereby creating a Series A Preferred Stock, in substantially
the form attached as Exhibit A
hereto, with the State of Delaware setting forth the rights and
preferences thereto.
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The
enclosed Information Statement is being mailed on or about
July , 2008 to stockholders of record as of the close of
business on July 23, 2008. You are urged to read the enclosed Information
Statement in its entirety.
For the
Board of Directors of
MONEY4GOLD
HOLDINGS, INC.
By: /s/ Daniel
Brauser
DANIEL
BRAUSER
DIRECTOR
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY
REQUESTED
NOT TO SEND US A PROXY
INFORMATION
STATEMENT
MONEY4GOLD
HOLDINGS, INC.
595
South Federal Highway, Suite 600
Boca
Raton, Florida, 33432
Phone:
561-544-2447
July ,
2008
(Preliminary)
This
Information Statement has been filed with the Securities and Exchange Commission
and is being furnished, pursuant to Section 14C of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), to the holders of the common stock
(the “Shareholders”), par value $.0001 per share (the "Common Stock"), of
Money4Gold Holdings, Inc., a Delaware Corporation (the "Company"), to notify
such Stockholders of the following:
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(1)
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On
or about June 12, 2008 the Company received written consents in lieu of a
meeting of Stockholders from holders of 74,994,315 shares representing
approximately 81.8% of the 91,679,010 total issued and outstanding shares
of voting stock of the Company (the "Majority Stockholders") approving an
amendment to the Articles of Incorporation of the Company (the
"Amendment"), to: (i) increase the maximum number of shares of stock that
the Company shall be authorized to have outstanding at any time to two
hundred million (200,000,000) shares of common stock at par value of
$.0001 with no preemptive rights. These additional shares will
have the same rights, privileges, preferences and restrictions as the
Company’s shares of common which are currently authorized; (ii) to
authorize the Company to have outstanding at any time twenty five million
(25,000,000) shares of preferred stock at par value of $.0001; and (iii)
to file a certificate of designation, thereby creating a Series A
Preferred Stock, in substantially the form attached as Exhibit A
hereto, with the State of Delaware setting forth the rights and
preferences thereto.
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On June
12, 2008, pursuant to Delaware General Corporation Law (“DGCL”), the Board of
Directors of the Company approved the above-mentioned actions, subject to
Stockholder approval. According to DGCL, 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. The Majority
Stockholders approved the action by written consent in lieu of a meeting on June
12, 2008, in accordance with the DGCL. Accordingly, your consent is not required
and is not being solicited in connection with the approval of the
action.
In order
to eliminate the costs and management time involved in holding a special
meeting, and in order to effectuate the Amendment as early as possible in order
to accomplish the purposes of the Company, the Board of Directors of the Company
decided to utilize the written consent of the Majority Stockholders of the
Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
The
entire cost of furnishing this Information Statement will be borne by the
Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of the common stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on July 23, 2008, as the
record date (the "Record Date") for the determination of Stockholders who are
entitled to receive this Information Statement.
Each
share of our common stock entitles its holder to one vote on each matter
submitted to the stockholders. However, because the stockholders holding at
least a majority of the voting rights of all outstanding shares of capital stock
as of the Record Date have voted in favor of the foregoing actions by
resolution; and having sufficient voting power to approve such proposals through
their ownership of the capital stock, no other consents will be solicited in
connection with this Information Statement.
1
You are
being provided with this Information Statement pursuant to Section 14C of the
Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance
therewith, the forgoing action will not become effective until at least 20
calendar days after the mailing of this Information Statement.
This
Information Statement is being mailed on or about July , 2008
to all Stockholders of record as of the Record Date.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly
reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and
Exchange Commission (the “Commission”). Reports and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, N.E., Washington, DC 20549. Copies
of such material can be obtained upon written request addressed to the
Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission
through the Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”).
The
following documents as filed with the Commission by the Company are incorporated
herein by reference:
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1.
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Quarterly
Report on Form 10-Q for the quarter ended March 31,
2008;
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2.
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Annual
Report on Form 10-K for the year ended December 31,
2007.
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As of the
date of the Consent by the Majority Stockholders, June 12, 2008, the Company had
91,679,010 shares of common stock issued and outstanding. Each share
of outstanding common stock is entitled to one vote on matters submitted for
Stockholder approval.
On June
12, 2008 the holders of 74,994,315 shares representing approximately 81.8% of
the 91,679,010 shares of common stock then outstanding executed and delivered to
the Company a written consent approving the actions set forth herein. Since the
action has been approved by the Majority Stockholders, no proxies are being
solicited with this Information Statement.
The DGCL
provides in substance that unless the Company's articles of incorporation
provides otherwise, stockholders may take action without a meeting of
stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the number and percentage of shares of our common
stock owned as of June 12, 2008 by all persons (i) known to us who own more than
5% of the outstanding number of such shares, (ii) by all of our directors, and
(iii) by all officers and directors of us as a group. Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to the shares beneficially owned.
2
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Title
of Class
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Name
and Address of Beneficial Owner
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Amount
and Nature of Beneficial Owner
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Percent
of
Class(1)
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Common
Stock
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Gary
Moore
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37,807,051
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41.2%
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Common
Stock
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Don
Bratcher
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37,187,264
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40.6%
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Officers
and Directors As
a Group
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74,994,315
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81.8%
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(1)
The percent of class is based on 91,679,010 shares of common stock issued and
outstanding as of June 12, 2008.
The
Stockholders have no right under the DGCL, the Company’s articles of
incorporation consistent with above or By-Laws to dissent from any of the
provisions adopted as set forth herein.
AMENDMENTS
TO THE ARTICLES OF INCORPORATION
The
consent of a majority of the voting shares of the Company was given for
approving the amendment of the Company’s Articles of Incorporation to: (i)
increase the number of the Company’s authorized shares of common stock from
75,000,000 shares to 200,000,000 shares; and (2) to file a certificate of
designation, thereby creating a Series A Preferred Stock, in substantially the
form attached as Exhibit A hereto,
with the State of Delaware setting forth the rights and preferences
thereto.
The form
of Certificate of Amendment that will be filed with the Delaware Secretary of
State is attached hereto as Exhibit B. These additional shares will
have the same rights, privileges, preferences and restrictions as the Company’s
shares of common stock which are currently authorized.
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK, TO AUTHORIZE SHARES OF PREFERRED STOCK AND TO DESIGNATE THE RIGHTS AND
PREFERENCES OF THE PREFERRED STOCK.
The
Company's Articles of Incorporation, as amended (the "Articles of
Incorporation") authorizes the maximum number of shares outstanding at any time
shall be one hundred million (100,000,000) shares of common stock with no
preemptive rights, $.0001 par value. On June 12, 2008, the Board of
Directors approved an amendment to the Articles of Incorporation to authorize
two-hundred million (200,000,000) shares of common stock and twenty-five million
(25,000,000) shares of preferred stock. Each share of common stock is entitled
to one vote. The Board of Directors is authorized to fix the number of shares of
and to determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon the common stock or preferred stock. These
additional shares of common stock will have the same rights, privileges,
preferences and restrictions as the Company’s shares of common stock which are
currently authorized. On June 12, 2008, the holders of a majority of the
outstanding shares of common stock approved the amendment by written
consent.
The
general purpose and effect of the amendment to the Company's Articles of
Incorporation is to authorize one-hundred and twenty-five million (125,000,000)
additional shares of common stock and create twenty-five million (25,000,000)
shares of preferred stock. If the Board of Directors deems it to be
in the best interests of the Company and the Stockholders to issue additional
shares of common and preferred stock in the future from authorized shares, the
Board of Directors generally will not seek further authorization by vote of the
Stockholders, unless such authorization is otherwise required by law or
regulations.
The
Company is also amending the Articles of Incorporation to authorize twenty-five
million (25,000,000) shares of preferred stock. Pursuant to the
Certificate of Designation, the holders of Series A Preferred Stock are not
entitled to vote on matters submitted to the shareholders. Each share
of Series A Preferred Stock is convertible into one share of our Common Stock at
the election of the holder. However, the holder shall not be entitled
to convert that number of preferred shares, which when added to the sum of the
number of shares of Common Stock previously beneficially owned (as such term is
defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the holder,
would exceed 4.99% of the number of shares of Common Stock outstanding on the
date of conversion, as determined in accordance with Rule 13d-1(j) of the 1934
Act. Holders of Shares of Series A Preferred Stock are not
entitled to receive any dividends declared by the Company’s Management. In the
event of a liquidation, dissolution or winding up of the Company, holders of
Shares of Series A Preferred Stock will be entitled to share ratably in the
assets remaining after payment in full to creditors, and the Common
Stock.
3
EFFECTIVE
DATE OF AMENDMENTS
Pursuant
to Rule 14c-2 under the Exchange Act, the effective date of the action stated
herein, shall not occur until a date at least twenty (20) days after the date on
which this Information Statement has been mailed to the Stockholders. The
Company anticipates that the actions contemplated hereby will be effected on or
about the close of business on August 30, 2008.
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By
Order of the Board of Directors
By:
/s/ Daniel
Brauser
DANIEL
BRAUSER
President
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4
EXHIBIT
A
CERTIFICATE
OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES
OF
THE
SERIES
A PREFERRED STOCK
OF
MONEY4GOLD
HOLDINGS, INC.
MONEY4GOLD
HOLDINGS, INC., a Delaware Corporation (the “Corporation”), DOES HEREBY
CERTIFY:
Pursuant
to authority expressly granted and vested in the Board of Directors of the
Corporation by the provisions of the Corporation’s Certificate of Incorporation,
as amended, the Board of Directors adopted the following resolution on June 12,
2008 (i) authorizing a series of preferred stock, par value $.0001 per
share, and (ii) providing for the designations, preferences and relative,
participating, optional or other rights, and the qualifications, limitations or
restrictions thereof, of 25,000,000 shares of Series A Preferred Stock of the
Corporation, as follows:
RESOLVED: That
pursuant to the authority vested in the Board of Directors of the Corporation by
the Corporation’s Certificate of Incorporation (the “Certificate of
Incorporation”) as amended, a series of Preferred Stock of the Corporation be,
and it hereby is, created. Such series is to be designated Series A Preferred
Stock (the “Series A Preferred Stock”), to consist of 25,000,000 shares, par
value $.0001 per share, which shall have the following preferences, powers,
designations and other special rights;
1. Voting. The holders of
the Series A Preferred Stock shall not be entitled to voting
rights.
2. Dividends. The holders
of Series A Preferred Stock shall not be entitled to receive dividends paid on
the Common Stock.
3. Liquidation
Preference. The holders of Series A Preferred Stock shall not
be entitled to a liquidation preference.
4. Automatic
Conversion. Each share of Series A Preferred Stock shall be
convertible into one share of the Company’s Common Stock at the election of the
holder.
5.
Vote to
Change the Terms of or Issue Series A Preferred Stock. The affirmative
vote at a meeting duly called for such purpose, or the written consent without a
meeting, of the holders of not less than fifty-one percent (51%) of the then
outstanding shares of common stock shall be required for (i) any change
to the Corporation’s Articles of Incorporation that would amend,
alter, change or repeal any of the preferences, limitations or relative rights
of the Series A Preferred Stock.
6. Notices. In
case at any time:
(a) the
Corporation shall offer for subscription pro rata to the holders of
its Common Stock any additional shares of stock of any class or other rights;
or
(b) there
shall be any Internal Corporate Change affecting the rights of the Corporations
shareholders;
then, in
any one or more of such cases, the Corporation shall give, by first class mail,
postage prepaid, or by facsimile or by recognized overnight delivery service to
non-U.S. residents, addressed to the Registered Holders of the Series A
Preferred Stock at the address of each such Holder as shown on the books of the
Corporation, (i) at least twenty (20) Trading Days prior written notice of the
date on which the books of the Corporation shall close or a record shall be
taken for such subscription rights or for determining rights to vote in respect
of any such Organic Change and (ii) in the case of any such Organic Change, at
least twenty (20) Trading Days’ prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing clause
(i) shall also specify, in the case of any such subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and such notice in
accordance with clause (ii) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such Organic Change.
7. Limitation
on Conversion. Notwithstanding anything to the contrary in
this Agreement, in no event shall the holder be entitled to convert that number
of preferred shares, which when added to the sum of the number of shares of
Common Stock previously beneficially owned (as such term is defined under
Section 13(d) and Rule 13d-3 of the 1934 Act), by the holder, would exceed 4.99%
of the number of shares of Common Stock outstanding on the Closing Date, as
determined in accordance with Rule 13d-1(j) of the 1934 Act.
8. Record
Owner. The Corporation may deem the person in whose name
shares of Series A Preferred Stock shall be registered upon the registry books
of the Corporation to be, and may treat him as, the absolute owner of the Series
A Preferred Stock for all purposes, and the Corporation shall not be affected by
any notice to the contrary. .
9.
Register. The
Corporation shall maintain a transfer agent, which may be the transfer agent for
the Common Stock or the Corporation itself, for the registration of the Series A
Preferred Stock. Upon any transfer of shares of Series A Preferred
Stock in accordance with the provisions hereof, the Corporation shall register
or cause the transfer agent to register such transfer on the Stock
Register.
IN
WITNESS WHEREOF, Daniel Brauser, the
Chief Executive Officer of the Corporation, under penalties of perjury, does
hereby declare and certify that this is the act and deed of the Corporation and
the facts stated herein are true and accordingly has signed this Certificate of
Designation as of this 23th day of July, 2008.
/s/ Daniel
Brauser
Daniel
Brauser