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
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X . Preliminary Information Statement
. Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)
. Definitive Information Statement
The Radiant Creations Group, Inc.
(Name of Registrant as Specified In Its Charter)
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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Regulation 14C
of the Securities Exchange Act of 1934 as amended
THE RADIANT CREATIONS GROUP, INC.
Harbour Financial Center
2401 PGA Boulevard, Suite 280-B
Palm Beach Gardens Florida 33410
Telephone 561-420-0380
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement (the “Information Statement”) has been filed with the Securities and Exchange Commission (the “Commission”) and is being furnished to the holders (the “Stockholders”) of shares of common stock, (the “Common Stock”), of The Radiant Creations Group, Inc.., a Nevada Corporation (the “Company”) for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. You are provided with this Information Statement to notify you that on or about August 24, 2015, a Stockholder holding a majority voting rights on matters submitted to the holders of our Common Stock (the “Majority Stockholder”) approved a reverse split at a ratio of one (1) for one thousand two hundred and fifty (1,250) shares, (1-for-1,250) of the Company’s common stock (the “Reverse Split”) by written consent in lieu of a meeting of Stockholders.
The Company received a written consent of the holder of our Series A Preferred Stock and Series B Preferred Stock in lieu of a meeting of the holders of our outstanding voting shares.
Currently, the Majority Stockholder is the sole holder of both our Series A Preferred and our Series B Preferred shares, holding 3,000,000 shares of Series A Preferred and 20,000,000 shares of Series B. Each share of Series A Preferred has the equivalent of two hundred (200) votes of Common Stock and each share of Series B Preferred has the equivalent of one (1) share of our Common Stock, resulting in the Majority Shareholder holding in the aggregate approximately 59% of the total voting power of all issued and outstanding voting capital of the Company. The Reverse Split was approved by the unanimous written consent of the Board of Directors of the Company (the "Board") on August 24, 2015, as permitted by the Company's Bylaws, as amended.
On August 24, 2015, we submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority (“FINRA”) notifying it of the Reverse Split. The Reverse Split will not become effective (the “Effective Date”) until after approval by FINRA and not prior toa date which is twenty (20) calendar days after this Information Statement is first provided to Stockholders. The Information Statement is being provided to Stockholders of record on the Record Date. The entire cost of furnishing this Information Statement will be borne by the Company. We will file a subsequent Current Report on Form 8-K upon receipt of FINRA’s approval of the Reverse Split, which will confirm the Effective Date.
Our Board is not soliciting your proxy or consent in connection with the Corporate Actions. You are urged to read this Information Statement carefully and in its entirety for a description of the Corporate Actions taken by the Majority Stockholder. Stockholders who were not afforded an opportunity to consent or otherwise vote with respect to the Corporate Actions taken have no right under Nevada corporate law or the Articles or Bylaws to dissent or require a vote of all Stockholders.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
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Date: August 25, 2015
By order of the Board of Directors of
THE RADIANT CREATIONS GROUP, INC.
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s/ Michael Alexander By: Michael Alexander, Chief Executive Officer and President
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GENERAL INFORMATION
This Information Statement is being provided to stockholders of the Company by the Board to provide material information regarding corporate actions that have been approved by the Written Consent of the holders of the majority of the voting rights of our Common Stock.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE APPROVAL OF THE COMPANY’S ACTIONS HEREIN.
The entire cost of furnishing this Information Statement will be borne by the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of the date of this report, those persons owning beneficially 5% or more of our common stock, the number and percentage of outstanding shares owned by our sole officers and directors. Each owner has sole voting and investment powers over his shares of common stock. The table below is based upon 439,445,822 Common shares. 3,000,000 Series A Preferred stock and 20,000,000 Series B Preferred stock outstanding, respectfully.
Name and Address | Number of Shares | Percent of Class |
Common Stock(1) | ||
Cede & Co Fast Balance 55 Waters Street New York, NY 10041 | 395,990,486 | 90% |
All officers and directors as a group (0) zero persons | 0 | 0 |
Other 5% Holders | None | n/a |
Series A Preferred Stock(2) | ||
Biodynamic Molecular Technologies, LLC(3)(5) 4285 SW Martin Hwy Palm City, FL 34990 | 3,000,000 | 100% |
All officers and directors as a group (3) three persons | ||
Other 5% Holders | None | n/a |
Series B Preferred Stock(4) | ||
Biodynamic Molecular Technologies, LLC(3)(5) 4285 SW Martin Hwy Palm City, FL 34990 | 20,000,000 | 100% |
All officers and directors as a group (3) three persons | ||
Other 5% Holders | None | n/a |
(1) | Each one (1) share of our Common Stock entitles the holder to one (1) vote per share on all matters submitted to a vote of our stockholders. |
(2) | Each one (1) share of our Series A Preferred Stock entitles the holder to two hundred (200) votes per share on all matters submitted to a vote of our stockholders. As a result, the 3,000,000 outstanding Series A Preferred shares are entitled to 600,000,000 votes. | |
(3) | Biodynamic Molecular Technologies, LLC is a Florida limited liability company controlled by Michael S. Alexander, our Chief Executive Officer, President and Director, Gary D. Alexander, our Chief Financial Officer, Secretary and Director, and Gary R. Smith, our Chairman and Director. |
(4) | Each one (1) share of our Series B Preferred Stock entitles the holder to one (1) vote per share on all matters submitted to a vote of our stockholders. As a result, the 20,000,000 outstanding Series B Preferred shares are entitled to 20,000,000 votes. |
(5) | As a result of the 3,000,000 Series A Preferred shares and 20,000,000 Series B Preferred shares, held by Biodynamic Molecular Technologies, LLC, it holds an aggregate of 620,000,000 common shares or 59% of the votes, which entitle it to determine the outcome of all matters submitted to a vote of our stockholders. |
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OUTSTANDING VOTING SECURITIES
We are presently authorized to issue 900,000,000 shares of common stock, 3,000,000 shares of Series A Preferred stock, and 20,000,000 shares of Series B Preferred stock, of which 439,445,822 common stock, 3,000,000 Series A Preferred stock, and 20,000,000 Series B Preferred stock are outstanding, respectively, as reflected in the chart below. Our preferred shares will not be impacted as a result of the Reverse Split.
As of August 24, 2015, (prior to the Reverse Split), we have 439,445,822 shares of common stock outstanding and 460,554,178 common shares available for issuance.
After the Reverse Split we will remain authorized to issue 900,000,000 common shares and have 351,557 shares outstanding with the ability to issue 899,648,443 additional common shares.
The table below illustrates the capitalization of our outstanding shares before and after the Reverse Split.
Capitalization | Prior to the Reverse Split | After the Reverse Split | ||||
Common stock(1) | ||||||
Authorized | 900,000,000 | 900,000,000 | ||||
Issued and Outstanding | 439,445,822 | 351,557 | ||||
Available for Issuance | 460,554,178 | 899,648,443 | ||||
Series A Preferred stock(2) | ||||||
Authorized | 3,000,000 | 3,000,000 | ||||
Issued and Outstanding | 3,000,000 | 3,000,000 | ||||
Available for Issuance | 0 | 0 | ||||
Series B Preferred stock(3) | ||||||
Authorized | 20,000,000 | 20,000,000 | ||||
Issued and Outstanding | 20,000,000 | 20,000,000 | ||||
Available for Issuance | 0 | 0 |
(1) | Each one (1) share of our Common Stock entitles the holder to one (1) vote per share on all matters submitted to a vote of our stockholders. |
(2) | Each one (1) share of our Series A Preferred Stock entitles the holder to two hundred (200) votes per share on all matters submitted to a vote of our stockholders. |
(3) | Each one (1) share of our Series B Preferred Stock entitles the holder to one (1) vote per share on all matters submitted to a vote of our stockholders. |
(4) | As a result of the 3,000,000 Series A Preferred shares and 20,000,000 Series B Preferred shares, held by Biodynamic Molecular Technologies, LLC, it holds an aggregate of 620,000,000 common shares or 59% of the votes, which entitle it to determine the outcome of all matters submitted to a vote of our stockholders. |
Pursuant to Nevada law, at least a majority of the voting equity of the Company are required to approve the Corporate Actions by written consent. The Majority Stockholder, which holds in the aggregate of 3,000,000 shares of Series A and 20,000,000 shares of Series B Preferred Stock, or approximately 59% of the voting rights of the Company, has voted in favor of the Corporate Actions, thereby satisfying the requirement under Nevada law that at least a majority of the voting equity vote in favor of a corporate action by written consent.
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THE REVERSE SPLIT
Our Board and Majority Stockholders approved the Reverse Split, on August 25, 2015.
The Reverse Split will have no effect on the par value of our common stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of old shares not evenly divisible by the number of new shares for which each old share is to be exchanged, will be entitled, upon surrender to the exchange agent of certificates representing such shares, to an additional share of common stock in lieu thereof. The Certificate of Change is attached to this Information Statement as Appendix A.
Our Board of Directors approved the Reverse Split with the primary intent of increasing the market price of our common stock. Additionally, we believe that the Reverse Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public.
We believe that an increase in the per share trading value of our common stock will be beneficial to us because it may:
● | improve the perception of our common stock as an investment security; | |
● | appeal to a broader range of investors to generate greater investor interest in us; and | |
● | reduce stockholder transaction costs because investors will pay lower commission to trade a fixed dollar amount of our stock if our stock price were higher than they would if our stock price were lower. |
Quotation of Our Common Stock After the Reverse Split
Our common stock currently trades on the OTC Markets with the symbol “RCGP.” Our common stock will continue to be quoted with the symbol “RCGP” on the OTC Markets at the post-split price on and after the effective date of the Reverse Split.
Rights of Shareholders
The rights pertaining to the outstanding shares of our common stock are unchanged after the Reverse Split. Each share of our common stock issued following the Reverse Split will continue to be fully paid and non-assessable.
We believe a decrease in the number of issued and outstanding shares of our common stock is beneficial for us because we have more shares available for future issuance.
Reducing the number of outstanding shares of our common stock through a reverse split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after the Reverse Split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Split. Accordingly, the total market capitalization of our common stock after the Reverse Split may be lower than the total market capitalization before the Reverse Split.
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Effect of the Reverse Split on Our Common Stock
The Reverse Split will result in one thousand two hundred and fifty (1,250) shares of existing common stock being combined into one (1) new share of common stock. The authorized number of shares of our common stock will not be reduced.
The Reverse Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in us, except that, as described below in “Fractional Shares,” record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Split will be entitled, upon surrender to the exchange agent of certificates representing such shares, to an additional share of common stock in lieu thereof.
The Reverse Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.
The Reverse Split will result in no change to the number of authorized shares of capital stock. Therefore, because the number of authorized shares will not be reduced by the same equivalent proportion as the number of outstanding shares of Common Stock, the Reverse Split will have the effect of an increase in the number of authorized but unissued shares of common stock. Authorized but unissued shares of our common stock and preferred stock are available for future issuance as may be determined by our Board without further action by our stockholders. These additional shares may be issued in the future for a variety of corporate purposes including, but not limited to, raising additional capital, corporate acquisitions and equity incentive plans. Except for a stock split or stock dividend, future issuances of common shares will dilute the voting power and ownership of our existing stockholders and, depending on the amount of consideration received in connection with the issuance, could also reduce stockholders’ equity on a per share basis.
Procedure for Implementing the Reverse Split
On August 24, 2015, we submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority (“FINRA”) notifying it of the Reverse Split. The Reverse Split will not become effective (the “Effective Date”) until after approval by FINRA and not prior toa date which is twenty (20) calendar days after this Information Statement is first provided to Stockholders. The Information Statement is being provided to Stockholders of record on the Record Date. The entire cost of furnishing this Information Statement will be borne by the Company. We will file a subsequent Current Report on Form 8-K upon receipt of FINRA’s approval of the Reverse Split, which will confirm the Effective Date.
Beneficial Holders of Common Stock (i.e., stockholders who hold in street name)
Upon the implementation of the Reverse Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)
Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.
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Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Split common stock, subject to adjustment for treatment of fractional shares.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
As soon as practicable after FINRA approval and the filing the Amendment effecting a Reverse Split with the Secretary of State of Nevada, stockholders will receive instructions for the exchange of their common stock certificates for new certificates representing the appropriate number of shares of common stock after the Reverse Split. However, if permitted, the Company may elect to effect the exchange in the ordinary course of trading as certificates are returned for transfer. In either event, each current certificate representing shares of common stock will until so exchanged be deemed for all corporate purposes after the filing date to evidence ownership of our common stock in the proportionately reduced number. An exchange agent may be appointed to act for stockholders in effecting the exchange of their certificates.
Stockholders should NOT destroy any stock certificates or submit their stock certificates now. You should submit them only after you receive instructions from us or our exchange agent.
No service charges, brokerage commissions or transfer taxes will be payable by any stockholder, except that if any new stock certificates are to be issued in a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (1) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (or prior to transfer of such certificate, if any) or establishes to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.
Fractional Shares
We do not currently intend to issue fractional shares in connection with the Reverse Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of old shares not evenly divisible by the number of new shares for which each old share is to be exchanged, will be entitled, upon surrender to the exchange agent of certificates representing such shares, to an additional share of common stock in lieu thereof.
Those stockholders who hold less than the number of shares set forth in the Reverse Split ratio would hold one (1) share in lieu of any fractional share interest in connection with the Reverse Split.
Interest of Certain Persons in Matters to be Acted Upon
No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the matters described herein, which is not shared by all other stockholders pro-rata, and in accordance with their respective interests. Our majority shareholder is also our chief executive officer and director and has the ability to determine all matters submitted to the vote of our shareholders including the election of directors.
Accounting Matters
The par value of our common stock in effect at the time of the Reverse Split will not be changed as a result of the Reverse Split and remain $0.00001. Also, our capital account will remain unchanged, and we do not anticipate that other accounting consequences will arise as a result of the Reverse Split.
U.S. Federal Income Tax Considerations
We will not recognize any gain or loss as a result of the Reverse Split.
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U.S. Federal Income Tax Considerations on Our Shareholders
The following is a summary of the material U.S. federal income tax considerations with respect to a Reverse Split to holders of our shares of capital stock. This summary is based on the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date of this document, all of which may be subject to change, possibly with retroactive effect. This summary only addresses holders who hold their shares as capital assets within the meaning of the Internal Revenue Code and does not address all aspects of U.S. Federal Income Taxation, which may be relevant to holders subject to special tax treatment, such as financial institutions, dealers in securities, insurance companies, foreign persons and tax-exempt entities. In addition, this summary does not consider the effects of any applicable state, local, foreign or other tax laws.
We have not sought and will not seek any ruling from the Internal Revenue Service, or the IRS, or an opinion from counsel with respect to the U.S. federal income tax considerations discussed below. There can be no assurance that the tax considerations discussed below will be accepted by the IRS or a court. The tax treatment of the Reverse Split to holders may vary depending upon a holder’s particular facts and circumstances.
We urge holders to consult with their own tax advisors as to any U.S. federal, state, local or foreign tax considerations applicable to them that could result from the Reverse Split.
The receipt of common stock in the Reverse Split should not result in any taxable gain or loss to a holder for U.S. federal income tax purposes. The aggregate tax basis of the common stock received by a holder as a result of the Reverse Split (including the basis of any fractional share to which a holder is entitled) will be equal to the aggregate basis of the existing common stock exchanged for such stock. A holder’s holding period for the common stock received in the Reverse Split will include the holding period of the common stock exchanged therefor.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the "SEC"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
You may request a copy of these filings, at no cost, by writing to the Company at 2401 PGA Boulevard, Suite 280-B, Palm Beach Gardens Florida 33410 or telephoning the Company at (561) 420-0380. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We will send only one Information Statement and other corporate mailings to Stockholders who share a single address unless we receive contrary instructions from any Stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. The Company will promptly deliver a separate copy of this document to you if you call or write to it at the following address or phone number: 2401 PGA Boulevard, Suite 280-B, Palm Beach Gardens Florida 33410, (561) 420-0380. If you want to receive separate copies of our proxy statements, information statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact the Company at the above address and phone number.
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Date: August 25, 2015
By order of the Board of Directors of
THE RADIANT CREATIONS GROUP, INC.
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s/ Michael Alexander By: Michael Alexander, Chief Executive Officer and President
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APPENDIX
Appendix A – Certificate of Change
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