UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  November 6, 2013

 


 

LINE UP ADVERTISEMENT, INC.

 (Exact Name of Registrant as Specified in its Charter)

 


 

 

 

 

 

 

Nevada

 

333-182566

 

32-0378469

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

2108 Santolan St. San Antonio Village,

Makati City, Philippines

 

N/A

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (702) 478-2122


Former Name or Former Address, if Changed Since Last Report:



 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-     2(b))

 

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-      4(c))

 




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SECTION 5       CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Amended and Restated Articles of Incorporation

 

On November 6, 2013, Line Up Advertisement, Inc., a Nevada corporation  (the “Company”) filed an amendment to its Articles of Incorporation (the “Articles of Incorporation”) to reflect an increase of the total number of authorized shares of common stock from Seventy Five Million (75,000,000) shares of common stock to One Hundred Fifty Million (150,000,000) shares of common stock, each with a par value of $0.001 (the “Authorized Common Stock Amendment”).  No changes were made to the terms of the shares or the preferences or relative or other rights of the shares. The par value remains the same at $0.001. The amendment was approved by written consent of a majority of the Company’s shareholders and by written consent of the Board of Directors of the Company.  A copy of the amendment to the Articles of Incorporation is filed herewith as Exhibit 3.1 and incorporated herein by reference.


SECTION 8

OTHER EVENTS

Item 8.01

Other Events.

Information Statement

On November 11, 2013, the Company mailed an information statement to its shareholders regarding the Authorized Common Stock Amendment.  A copy of the information statement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 – Financial Statements and Exhibits.

(d)

Exhibits.

 

Exhibit

 

 

Name

3.1

 

Amendment to Articles of Incorporation

99.1

 

Information Statement, dated November 11, 2013.


 

 


 

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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Line Up Advertisement, Inc.,

a Nevada Corporation



Dated:  November 11, 2013

/s/ Joelyn Alcantara

 

Joelyn Alcantara, President




 

 

 

 

 

 

 

 

 

 

 

 

 


 

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INFORMATION STATEMENT

(INTENDED TO BE DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT NOVEMBER 11, 2013)


LINE UP ADVERTISEMENT, INC.

2108 Santolan St. San Antonion Village,

Makati City, Philippines

(702) 4778-2122

_____________________________


Notice of Shareholder Action by Written Consent


November 11, 2013


Dear Shareholder:

 

The purpose of this Information Statement is to inform the holders of record, as of the close of business on November 6, 2013 (the “Record Date”), of shares of common stock, par value $0.001 per share (the “Common Stock”) of Line Up Advertisement, Inc., a Nevada corporation (the “Company”), that a holder of the majority of our Common Stock has taken action by written consent as of November 6, 2013, to approve the following:


(1)

To authorize the Company’s officers and board of directors to amend the Company’s Articles of Incorporation in the State of Nevada to authorize an increase in the authorized Common Stock of the Company from seventy five million (75,000,000) shares to one hundred fifty million (150,000,000) shares, each with a par value of $0.001 (the “Authorized Common Stock Amendment”).


Nevada corporation law permits holders of a majority of the voting power to take a shareholder action by written consent. Accordingly, the Company will not hold a meeting of its shareholders to consider or vote upon the Authorized Common Stock Amendment.


We encourage you to read the attached Information Statement carefully, including the exhibit, for further information regarding this action.  The Authorized Common Stock Amendment will be effective upon filing of the Amendment to the Articles of Incorporation with the Nevada Secretary of State.


THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS, AND NO SHAREHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.


This Information Statement is being furnished to you solely for the purpose of informing shareholders of the matters described herein.


 

Sincerely,

 

 

 

LINE UP ADVERTISEMENT INC.

 

  /s/ Joelyn Alcantara

 

Joelyn Alcantara

President


WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY


 

 

 

 

 

 

 


 

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LINE UP ADVERTISEMENT INC.

2108 Santolan St. San Antonion Village,

Makati City, Philippines

(702) 4778-2122


Information Statement Concerning Actions by Written Consent


Date and Purpose of Written Consent  


On November 6, 2013, a shareholder holding seven million five hundred thousand (7,500,000) shares of Common Stock, which constitutes a majority of the voting power of our Company, took action by written consent for the purpose of approving the amendment to the Articles of Incorporation of the Company to authorize an increase in the authorized Common Stock from seventy five million (75,000,000) shares to one hundred fifty million (150,000,000) shares, each with a par value of $0.0001.


Shareholders Entitled to Notice


As of November 6, 2013 there were 7,760,000 shares of our Common Stock outstanding.  Holders of our Common Stock, our only outstanding voting securities outstanding, are entitled to one vote per share.  Shareholders of record at the close of business on November 6, 2013, will be entitled to receive this notice and information statement.


Proxies


No proxies are being solicited.


Consents Required


The approval and adoption of the Authorized Common Stock Amendment requires the consent of the holders of a majority of the shares of issued and outstanding Common Stock.


On November 6, 2013, a shareholder holding seven million five hundred thousand (7,500,000) shares of our Common Stock, or approximately 96.65% of the outstanding shares of our Common Stock, delivered a written consent to us adopting the proposal set forth herein.  For a detailed breakdown of the beneficial ownership of our Common Stock, please see Security Ownership of Certain Beneficial Owners and Management below.


Information Statement Costs


The cost of delivering this information statement, including the preparation, assembly and mailing of the information statement, as well as the cost of forwarding this material to the beneficial owners of our capital stock will be borne by us. We may reimburse others for expenses in forwarding information statement materials to the beneficial owners of our capital stock.


THE AUTHORIZED COMMON STOCK AMENDMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AUTHORIZED COMMON STOCK AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AUTHORIZED COMMON STOCK AMENDMENT THAT WILL OCCUR IF COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AUTHORIZED COMMON STOCK AMENDMENT.

 

 

 

 

 

 

 



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Security Ownership of Certain Beneficial Owners and Management


The following table sets forth information as of November 6, 2013, regarding the beneficial ownership of the Company’s Common Stock of (i) each person known to the Company to be the beneficial owner, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of more than 5% of the outstanding shares of Common Stock, (ii) each Director of the Company, (iii) each executive officer of the Company and (iv) all executive officers and Directors of the Company as a group.  


Each of the beneficial owners named below has sole voting and investment power with respect to the shares listed.  On November 6, 2013, there were 7,760,000 shares of the Company’s Common Stock issued and outstanding.


Name and Address

of Beneficial Owner (2)

Amount and Nature

of Beneficial Ownership

Percentage

of Class (1)

Joelyn Alcantara

President, Secretary, Treasurer, Chief Financial Officer and Chairman of the Board of Directors

c/o Line Up Advertisement, Inc.

2108 Santolan St. San Antonio Village, Makati City, Philippines

 

0

       0%

All Officers and Directors as a Group

0

 0

 

 

 

5% Holders

 

 

Vagner Gomes Tome

Rua Vina del Mar, 823, Sao Bernando do Campo, Sao Paulo, Brazil  09861-570


7,500,000

 

96.65%


(1)

Based on 7,760,000 shares of our Common Stock outstanding as of November 6, 2013.

(2)

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  Pursuant to the rules of the Securities and Exchange Commission, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

___________


 

 

 

 

 


 

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SHAREHOLDERS’ ACTION


AMENDMENT TO THE ARTICLES OF INCORPORATION TO

INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK


General Information


As of November 6, 2013, pursuant to our Articles of Incorporation, we are authorized to issue up to Seventy Five Million (75,000,000) shares of Common Stock.  We propose to increase our authorized shares of Common Stock from Seventy Five Million (75,000,000) to One Hundred Fifty Million (150,000,000) shares of Common Stock.  


A shareholder representing a majority of the Company’s outstanding voting stock has given their written consent to increase the authorized number of shares of Common Stock.  Under Nevada corporation law, the consent of the holders of a majority of the voting power is effective as shareholders’ approval.  We have filed the Amendment to the Articles of Incorporation of the Company with the Nevada Secretary of State in order to increase the number of authorized shares of Common Stock to One Hundred Fifty Million (150,000,000) shares of Common Stock. A copy of the form of Amendment to the Articles of Incorporation to effectuate the Authorized Common Stock Amendment is attached hereto as Exhibit A .


This Authorized Common Stock Amendment will not result in any changes to the issued and outstanding shares of Common Stock of the Company and will only affect the number of shares that may be issued by the Company in the future.  


Reasons for the Amendment


The primary purpose of this amendment to increase the number of authorized shares of Common Stock is to make available for future issuance by us additional shares of Common Stock and to have a sufficient number of authorized and unissued shares of Common Stock to maintain flexibility in our corporate strategy and planning.  We believe that it is in the best interests of our Company and its shareholders to have additional authorized but unissued shares available for issuance to meet business needs as they arise.  The Board of Directors believes that the availability of additional shares will provide our Company with the flexibility to issue Common Stock for possible future financings, stock dividends or distributions, acquisitions, stock option plans, and other proper corporate purposes that may be identified in the future by the Board of Directors, without the possible expense and delay of a special shareholders’ meeting.  The issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and, for shareholders who do not purchase additional shares to maintain their pro rata interest in our Company, on such shareholders’ percentage voting power.

The authorized shares of Common Stock in excess of those issued will be available for issuance at such times and for such corporate purposes as the Board of Directors may deem advisable, without further action by our shareholders, except as may be required by applicable law or by the rules of any stock exchange or national securities association trading system on which the securities may be listed or traded.  Upon issuance, such shares will have the same rights as the outstanding shares of Common Stock.  Holders of Common Stock have no preemptive rights. The availability of additional shares of Common Stock is particularly important in the event that the Board of Directors determines to undertake any actions on an expedited basis and thus to avoid the time, expense and delay of seeking shareholder approval in connection with any potential issuance of Common Stock of which we have none contemplated at this time other than as discussed herein.


We have no arrangements, agreements, understandings, or plans at the current time for the issuance or use of the additional shares of Common Stock proposed to be authorized.  The Board of Directors does not intend to issue any Common Stock except on terms which the Board of Directors deems to be in the best interests of our Company and its shareholders.  


Principal Effects on Outstanding Common Stock


The proposal to increase the authorized Common Stock will affect the rights of existing holders of Common Stock to the extent that future issuances of Common Stock will reduce each existing shareholder’s proportionate ownership and may dilute earnings per share of the shares outstanding at the time of any such issuance.  The Amendment to the Articles of Incorporation will be effective upon filing with the Nevada Secretary of State.


Potential Anti-Takeover Aspects and Possible Disadvantages of Shareholder Approval of the Increase

The increase in the authorized number of shares of Common Stock could have possible anti-takeover effects. These authorized but unissued shares could (within the limits imposed by applicable law) be issued in one or more transactions that could make a change of control of the Company more difficult, and therefore more unlikely. The additional authorized shares could be used to discourage persons from attempting to gain control of the Company by diluting the voting power of shares then outstanding or increasing the voting power of persons that would support the Board of Directors in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the Board of Directors although perceived to be desirable by some



 

 

 

 

 

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shareholders. The Board of Directors does not have any current knowledge of any effort by any third party to accumulate our securities or obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management or otherwise.


While the Authorized Common Stock Amendment may have anti-takeover ramifications, our Board of Directors believes that the financial flexibility offered by the Authorized Common Stock Amendment outweighs any disadvantages. To the extent that the Authorized Common Stock Amendment may have anti-takeover effects, the Authorized Common Stock Amendment may encourage persons seeking to acquire our Company to negotiate directly with the Board of Directors enabling the Board of Directors to consider the proposed transaction in a manner that best serves the shareholders’ interests.


Other than as set forth above, there are currently no plans, arrangements, commitments or understandings for the issuance of additional shares of Common Stock.


Amendment


The Third Article of the Company’s Articles of Incorporation will be amended to read as follows:


“The Corporation shall have authority to issue a total of one hundred fifty million (150,000,000) shares of common stock, par value $0.001 per share.”


A copy of the Amendment to the Articles of Incorporation is attached as Exhibit A .  


No Dissenter’s Rights


Under Nevada Law, our dissenting shareholders are not entitled to appraisal rights with respect to our Authorized Common Stock Amendment, and we will not independently provide our shareholders with any such right.


 

 

 

 

 

 

 

 

 

 

 

 

 



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REASONS WE USED SHAREHOLDER CONSENT AS OPPOSED TO SOLICITATION OF SHAREHOLDER APPROVAL VIA PROXY STATEMENT AND SPECIAL MEETING

The increase in our authorized Common Stock as described in this Information Statement requires an amendment to our Articles of Incorporation, which cannot proceed until shareholder approval is obtained and effective.  Shareholder approval could have been obtained by us in one of two ways: (i) by the dissemination of a proxy statement and subsequent majority vote in favor of the actions at a shareholders meeting called for such purpose, or (ii) by a written consent of the holders of a majority of our voting securities.  

Given that we have already secured the affirmative consent of the holders of a majority of our voting securities to the amendment to our Articles of Incorporation, we determined that it would be a more efficient use of limited corporate resources to forego the dissemination of a proxy statement and subsequent majority vote in favor of the actions at a shareholders meeting called for such a purpose, and rather proceed through the written consent of the holders of a majority of our voting securities. Spending the additional company time, money and other resources required by the proxy and meeting approach would have been potentially wasteful and, consequently, detrimental to completing the amendments to our Articles of Incorporation in a manner that is timely and efficient for us and our shareholders.

DISTRIBUTION OF INFORMATION STATEMENT


Only one information statement is being delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the information statement to a shareholder at a shared address to which a single copy of the Information Statement was delivered. You may make a written or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the address to which we should direct the additional copy of the information statement or by calling our principal executive offices at (702) 478-2122.  If multiple shareholders sharing an address have received one copy of this information statement and would prefer us to mail each shareholder a separate copy of future mailings, you may send notification to or call our principal executive offices. Additionally, if current shareholders with a shared address received multiple copies of this information statement and would prefer us to mail one copy of future mailings to shareholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.

INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON

No director, officer, nominee for election as a director, associate of any director, officer of 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 shareholders pro rata in accordance with their respective interest.  No director has informed the Company that he intends to oppose any of the corporate actions to be taken by the Company as set forth in this Information Statement.

FORWARD-LOOKING STATEMENTS

This information statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission (“SEC”) in its rules, regulations and releases) 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 SEC.

ADDITIONAL INFORMATION

We are subject to the informational reporting requirements of the Exchange Act and file reports, proxy statements and other information required under the Exchange Act with the SEC. Such reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, DC 20549. Copies of such materials and information from the SEC can be obtained at existing published rates from the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, DC 20549. The SEC also maintains a site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC which may be downloaded free of charge.


 

 

 

 



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CONCLUSION

To keep you informed, we are sending you this Information Statement which describes the purpose and effect of the Authorized Common Stock Amendment. Your consent to the Authorized Common Stock Amendment is not required and is not being solicited in connection with this action.


Neither the SEC nor any state regulatory authority has approved or disapproved these transactions, passed upon the merits or fairness of the transactions, or determined if this Information Statement is accurate or complete.  Any representation to the contrary is a criminal offense.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.


 

LINE UP ADVERTISEMENT INC.

 

 

By Order of the Board of Directors

 

 

By: /s/  Joelyn Alcantara

 

Joelyn Alcantara, President


 

 




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EXHIBIT A


AMENDMENT TO ARTICLES OF INCORPORATION


 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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