UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
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o | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
x | Definitive Information Statement |
SILVERSTAR RESOURCES, INC.
(Name of Registrant as Specified in Its Charter)
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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. |
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SILVERSTAR RESOURCES, INC.
1440 NW 1st Court,
Boca Raton Florida. 33432
June 3rd, 2016
To: | The Holders of the Silverstar Resources, Inc. |
Re: | Notice of Action by Written Consent in Lieu of Meeting of Stockholders |
This Information Statement is furnished by the board of directors (the "Board of Directors") of Silverstar Resources, Inc., a Nevada corporation (the "Company"), to holders of record of the Company's common stock, $0.001 par value per share, at the close of business on April 22, 2016 (the "Record Date"). The purpose of this Information Statement is to inform the Company's stockholders that our Board of Directors adopted and recommended certain actions and those actions were taken by the written consent of the holders of a majority of the Company's voting stock on April 30, 2016. This Information Statement is prepared and delivered to meet the requirements of Section 78.390 of the Nevada Revised Statutes. This Information Statement provides notice that the Board of Directors has recommended, and holders of a majority of the voting power of our outstanding stock have voted, to approve the following:
To approve an amendment to the Company's Articles of Incorporation to change the Company's name to Creative Waste Solutions, Inc.
The above actions taken by the Company's stockholders will become effective on or about June 23, 2016 and are more fully described in the Information Statement accompanying this Notice.
Under the rules of the Securities and Exchange Commission, the above actions cannot become effective until at least 20 days after the accompanying Information Statement has been distributed to the stockholders of the Company.
This is not a notice of a special meeting of stockholders and no stockholder meeting will be held to consider any matter that will be described herein.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The accompanying Information Statement is furnished only to inform stockholders of the action taken by written consent described above before they take effect in accordance with Rule 14c-2, promulgated under the Securities Exchange Act of 1934, as amended. The Information Statement is for information purposes only and explains the action taken by written consent. Please read the accompanying Information Statement carefully.
By Order of the Board of Directors
Jared Robinson, CEO
June 3, 2016
Boca Raton, FL
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION STATEMENT
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR COMMON STOCK. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS' RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT.
INTRODUCTION
This Information Statement is being mailed or otherwise furnished to the holders of common stock, $0.001 par value per share (the "Common Stock") of Silverstar Resources, Inc., a Nevada corporation ("We" or the "Company") by the Board of Directors to notify them about certain actions that the holders of a majority of the Company's outstanding voting stock have taken by written consent, in lieu of a special meeting of the stockholders. The action was taken on April 22, 2016.
Copies of this Information Statement are first being sent on or before May 16, 2016 to the holders of record on April 30, 2016 of the outstanding shares of the Company's Common Stock.
General Information
Stockholders of the Company owning a majority of the Company's outstanding voting securities have approved the following action (the "Action") by written consent dated April 22, 2016 in lieu of a special meeting of the stockholders:
To approve an amendment to the Company's Articles of Incorporation to change the Company's name to Creative Waste Solutions, Inc.
The Company has asked 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.
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Dissenters' Right of Appraisal
No dissenters' or appraisal rights under Nevada law are afforded to the Company's stockholders as a result of the approval of the Action.
Vote Required
The vote, which was required to approve the above Actions, was the affirmative vote of the holders of a majority of the Company's voting stock. Each holder of Common Stock is entitled to one (1) vote for each share of Common Stock held.
The date used for purposes of determining the number of outstanding shares of voting stock of the Company entitled to vote is April 30, 2016. The record date for determining those shareholders of the Company entitled to receive this Information Statement is the close of business on April 30, 2016 (the "Record Date"). As of the Record Date, the Company had outstanding 3,436,840 shares of Common Stock. Holders of the Common Stock have no preemptive rights. All outstanding shares are fully paid and nonassessable. The transfer agent for the Common Stock is Transfer Online, 1489 West Warm Springs Road, Suite 110, Henderson, NV 89014, Phone: 973-879-3188.
Vote Obtained – Section 78.320 of the Nevada Revised Statutes
Section 78.320 of the Nevada Revised Statutes generally provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
In order to eliminate the costs and management time involved in soliciting and obtaining proxies to approve the Actions and in order to effectuate the Actions as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize, and did in fact obtain, the written consent of the holders of a majority of the voting power of the Company. The consenting shareholders and their respective approximate beneficial ownership percentage of the voting stock of the Company, which total in the aggregate 59.72 % of the outstanding voting stock, are Mr. Jamie Mayo, Ms. Lilia Mishal and Petra Corp.
This Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") to the Company's stockholders on the Record Date. The corporate action described herein will be effective approximately 20 days (the "20-day Period") after the mailing of this Information Statement. The 20-day Period is expected to conclude on or about June 2, 2016.
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ACTION ONE
AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY AND INCREASE THE
AUTHORIZED COMMON STOCK
Name Change
On April 22, 2016 the Board of Directors of the Company approved, declared it advisable and in the Company's best interest, and directed that there be submitted to the holders of a majority of the Company's common stock for approval, the prospective amendment to the Company's Articles of Incorporation to change the name of the Company to Cosmos Holdings Inc. (the "Name Change Amendment"). On April 30, 2016, stockholders of the Company owning a majority of the Company's outstanding voting stock (the "Majority Stockholders") approved the Name Change Amendment by written consent, in lieu of a special meeting of the stockholders.
The Board of Directors of the Company and the Majority Stockholders believe that it is advisable and in the Company's best interests to authorize and approve the Name Change Amendment in order to more accurately reflect additions to the Company's business focus with the acquisition of Creative Waste Solutions, Inc. disclosed in the Company's Current Report on Form 8-K filed with the SEC on April 14, 2016.
The Name Change Amendment, a copy of which is attached to this Information Statement as Exhibit A, will be filed with the Nevada Secretary of State with an expected effective date of June 23, 2016.
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our common stock as of May 20th, 2016, for each of the following persons, after giving effect to the approval of the Corporate Amendment.
● | each of our directors and named officers prior to amendment to the Articles of Incorporation |
● | all such directors and executive officers as a group; and |
● | each person who is known by us to own beneficially five percent or more of our common stock prior to the amendment. |
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Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder's name. The percentage of class beneficially owned set forth below is based on 3,486,878 shares of common stock outstanding on May 20, 2016
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Name and Address of Beneficial Owners of Common Stock |
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| Title of Class |
| Beneficial Ownership |
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| % of Common Stock |
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Jared Robinson |
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| Common Stock |
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| 50,000 |
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| 1.43 | % | |
10800 Maple Drive Boca Raton, FL 33498 - President |
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Joseph Graham | 30,000 | 0.86 | % | |||||||||
551 Valley Rd. #383 Upper Montclair, NJ 07043 - Secretary |
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DIRECTORS AND OFFICERS – TOTAL |
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| 80,000 |
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| 2.29 | % | |
5% SHAREHOLDERS |
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Jamie Mayo |
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| Common |
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| 1,001,000 |
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| 28.70 | % | |
1024 Russell Dr. Highland Bch, FL 33487 |
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Lilia Mishal |
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| 581,316 |
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| 16.67 | % | |
6571 Serena Lane Boca Raton, FL 33433 United States |
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Petra Corp [1] |
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| 470,000 |
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| 13.47 | % | |
1440 NW 1st Court Boca Raton, FL 33432-1718 |
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Elco Securities [2] | 400,000 | 11.47 | % | |||||||||
Loyalist Plaza, Don MacKay Blvd Marsh Harbour Abaco AB20377 Bahamas |
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Tournamount Capital [3] | 400,000 | 11.47 | % | |||||||||
5970 SW 18th Street, Boca Raton, FL 33433 | ||||||||||||
Total of 5% shareholders |
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| 2,852,316 |
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| 81.78 | % | |
___________
[1] Mr. Abraham Mishal is the principal officer of Petra Corp that holds 470,000 common shares. Therefore, Mr. Mishal, in addition to the 104 shares he personally owns, he controls a voting block of 470,104 or 13.48%. Attributing these shares to Mr. Mishal, gives him a voting block of 470,000 shares, or 13.48% of the issued and outstanding shares of the common stock of the Company at April 30th, 2016
[2] Mr. Issac Collie is the principal officer and director of Elco Securities, a company that holds 400,000 common shares. Therefore, they control the 400,000 shares voting block that belongs to Elco Securities. Attributing these shares to Mr. Collie, gives him a voting block of 400,000 shares, or 11.47% of the issued and outstanding shares of the common stock of the Company at April 30th, 2016.
[3] Mr. Jonathan Thau is the owner of Tournamount Capital, a company that holds 400,000 common shares. Therefore, they control the 400,000 shares voting block that belongs to Touramount Capital. Attributing these shares to Mr. Thau, gives him a voting block of 400,000 shares, or 11.47% of the issued and outstanding shares of the common stock of the Company at April 30th, 2016.
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock."
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DELIVERY OF DOCUMENTS TO
SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement will be delivered to multiple stockholders sharing an address, unless contrary instructions are received from one or more of such stockholders. Upon receipt of a written request at the address noted above, the Company will deliver a single copy of this Information Statement and future stockholders communication documents to any stockholders sharing an address to which multiple copies are now delivered.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Exchange Act and files reports and other information with the SEC. Such reports and other information filed by the Company may be inspected and copied at the SEC's Public Reference Room at 200 F Street, N.E., Washington, D.C.20549, as well as in the SEC's public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC's public reference rooms. The SEC also maintains an Internet site that contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. The address of the SEC's web site is http://www.sec.gov.
By order of the Board of Directors | |||
/s/ Jared Robinson | |||
Jared Robinson, CEO | |||
June 3, 2016 | |||
Boca Raton, Florida |
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Exhibit A
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SILVERSTAR RESOURCES, INC.
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