As Of                Filer                Filing    For·On·As Docs:Size

 7/25/14  Nat’l Waste Mgmt Holdings, Inc.   PRE 14C     7/23/14    1:46K

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement             HTML     46K 

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:

[X]

Preliminary Information Statement

[   ]

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2))

[   ]

Definitive Information Statement

KOPJAGGERS, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (check the appropriate box):

[X]

No fee required

[   ]

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1)

Title of each class of securities to which transaction applies:

__________________________________________________________________

(2)

Aggregate number of securities to which transaction applies:

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)

Proposed maximum aggregate value of transaction:

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(5)

Total fee paid:

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[  ]

Fee paid previously with preliminary materials.

[  ]

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:

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(2)

Form, Schedule or Registration Statement No.:

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(3)

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(4)

Date Filed:

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KOPJAGGERS, INC.

5920 N. Florida Ave.

Hernando, Florida 34442

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO

SEND US A PROXY

Dear Stockholders:

This information statement (“Information Statement”) is being furnished to holders of record of the common stock, par value $0.001 per share (the “Common Stock”), at the close of business on July 23, 2014 of Kopjaggers, Inc., a Florida corporation (the “Company”), with respect to certain corporate actions of the Company.  This Information Statement is first being mailed or furnished to the stockholders of the Company on or about August 4, 2014.

The purpose of this Information Statement is to notify stockholders of the Company that, on July 23, 2014, the Company received a written consent in lieu of a meeting of stockholders from the holder of 7,468,500 shares of Common Stock (representing 62.24% of the issued and outstanding shares of Common Stock).  The written consent adopted resolutions approving an amendment to the Company’s articles of incorporation changing the name of the Company from Kopjaggers, Inc. to “National Waste Management Holdings Inc.”  In addition, the shareholders approved a forward stock split at a ratio of 5:1 and to increase the authorized from 20,000,000 shares to 250,000,000 shares.  

ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JULY 23, 2014 ARE ENTITLED TO NOTICE OF THE CORPORATE ACTION.  STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANY’S SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE VOTED IN FAVOR OF THE ACTION.  AS A RESULT, THE ACTION HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY.  THIS ACTION IS EXPECTED TO BE EFFECTIVE ON A DATE THAT IS AT LEAST 20 DAYS AFTER THE MAILING OF THIS INFORMATION STATEMENT.

The Company’s board of directors is not soliciting your proxy.  This Information Statement is being furnished to you solely for the purpose of informing stockholders of the matters described herein in compliance with Regulation 14C of the Securities Exchange Act of 1934, as amended.  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.  

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Charles Teelon

     Charles Teelon

President

July 24, 2014

KOPJAGGERS, INC.

5920 N Florida Ave.

Hernando, Florida 34442

INFORMATION STATEMENT

This information statement (“Information Statement”) is being furnished to holders of record of the common stock, par value $0.001 per share (the “Common Stock”), at the close of business on July 23, 2014 of Kopjaggers, Inc., a Florida corporation (the “Company”), with respect to certain corporate actions of the Company.  This Information Statement is first being mailed or furnished to the stockholders of the Company on or about August 4, 2014.

ABOUT THIS INFORMATION STATEMENT

What is the purpose of this Information Statement?

This Information Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify stockholders of the Company, as of the close of business on July 23, 2014 (the “Record Date”), of the corporate actions expected to be taken pursuant to the written consent of a principal stockholder of the Company.  A holder of the Company’s Common Stock has approved an amendment to the Company’s articles of incorporation to change the name of the Company to National Waste Management Holdings Inc. and to implement a forward stock split at a ratio of 5:1 (the “Action”).  In order to eliminate the costs and management time involve in holding a special meeting, and in order to effect the corporate action as soon as possible, the Company decided to proceed with the corporate action by obtaining the written consent of a stockholder holding a majority of the voting power of the Company, in accordance with Florida Law.

Who is entitled to notice?

All holders of shares of Common Stock of record on the close of business on the Record Date are entitled to notice of the Action.  

On what corporate matters did the principal stockholders vote?

A total of 1 holder, who hold 62.24% of the total issued and outstanding voting capital stock of the Company on the Record Date, holds a majority of the issued and outstanding voting capital stock required to vote on the Action.  The stockholder has voted for the following:

·

For the approval of an amendment to the articles of incorporation of the Company to change the name of the Company from “Kopjaggers Inc.” to “National Waste Management Holdings Inc.”

·

For the approval of a forward stock split of the common capital stock of the Company at rate of 5:1.

·

For the increase of authorized common stock from 20,000,000 shares to 250,000,000.

What vote is required to approve the Action?

In order to amend the articles of incorporation of the Company to change the name of the Company, the affirmative vote of a majority of the voting capital stock is required.  On July 23, 2014, 1 stockholder of the Company voted in favor of the Action.  Under FLA.STAT Chapter 607, generally, as

amended, of the State of Florida, and in accordance with the Bylaws of the Company, all activities requiring stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu of a meeting of the stockholders.  Because the total of 1 shareholder are entitled to cast a vote representing 7,468,500 shares of Common Stock (which shares are equal to 62.24% of the total issued and outstanding voting capital stock of the Company on the Record Date), no action by the minority stockholders in connection with the Action is required.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of the Company’s executive officers, directors and director designees, and (iii) the Company’s executive officers, directors and director designees as a group.  

Name of Beneficial Owner(1)			Number Of Shares				Percent Ownership
Charles Teelon2				7,468,500				62.24%
Louis “Tiny” Paveglio2				2,298,000				19.15%
Jeff Chartier2				1,149,000				9.58%
All Directors, Officers and Principal Stockholders as a Group				10,915,500				90.97%

 

ACTION

AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES AND CHANGE THE NAME OF THE COMPANY TO PROSPECT VENTURES, INC.

On July 2, 2014, the Company’s board of directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to change the name of the Company to National Waste Management Holdings Inc. and to approve a forward stock split of the common capital stock of the Company at a ratio of 5:1.  On July 23, 2014, the Company received a written consent in lieu of a meeting of stockholders from  1 holders of 7,468,500 shares of Common Stock (representing 62.24% of the issued and outstanding shares of Common Stock) approving the Action.  A copy of the Articles of Amendment are attached as Appendix A hereto.

Purpose of the Action

 On June 6, 2014, Kopjaggers Inc. (the “Company”) the Corporation has entered into a Plan of Merger Agreement with our subsidiary Sandland Aquisition Corp. and Sand/Land of Florida Enterprises, Inc., resulting in Sand/Land of Florida Enterprises, Inc. becoming a wholly owned subsidiary of the Corporation. The intention was for Kopjaggers, Inc. to acquire Sand/Land of Florida Enterprises, Inc. in exchange for 9,494,000 shares of the Corporation.  Pursuant to the Merger Agreement, the Board of Directors  advises that the Corporation should undergo a forward stock split equal to 5:1 of the common stock of the Corporation, and to increase the authorized from 20,000,000 shares to 250,000,000 shares.  Further, because the company’s subsidiary merged into a waste management company; the Board finds it in the best interest of the Corporation to change the name of the Corporation from Kopjaggers, Inc. to National Waste Management Holdings Inc. These actions require shareholder consent. The name change is a strategic decision and is intended to have the Company’s name better reflect the product and business of the Company.  It is the belief of the Board and of the voting shareholders that the name “National Waste Management Holdings Inc.” better represents the underlying products and services of the subsidiary holding. In addition, it is the belief of the Board and the consenting shareholders that a forward split of the common stock will make the Company more attractive to capital investors.

In consideration of the new direction of the Company, the Board of Directors recommends that the Company to change the name to “National Waste Management Holdings Inc.” and to implement a forward stock split of the common capital stock of the Company at a ratio of 5:1. Additionally, as we require additional availability of the common stock to accommodate the forward split and for possible future issuances, the Board has recommended and the shareholders have consented to increasing the authorized from 20,000,000 to 250,000,000.

Effective Date of the Amendment

The Articles of Amendment of the Company will become effective upon the filing of the certificate of amendment to the Company’s articles of incorporation with Secretary of State of the State of Florida and approval by FINRA.  Pursuant to Rule 14c-2 under the Exchange Act, the foregoing Action may not become effective until a date that is at least 20 days after the date on which this Information Statement has been mailed to the stockholders of the Company.

 

Dilution and Effect of Action on Shareholder Rights

The general effect upon the rights of the existing security holders as a result of the forward split will not have any overall dilution of the Company’s stock, however, the inherent effects that increasing the Company’s outstanding common stock has on shareholder value based on the dilutive impact of the additional authorized shares.  The Company has no specific plans to issue shares of common stock beyond the Corporate Actions referenced herein. Shares of authorized and unissued common stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. If the Board of Directors deems it to be in the best interests of the Company and the stockholders of the Company to issue additional shares of common 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.

Dissenters’ Right of Appraisal

Under Florida law and the Company’s articles of incorporation and bylaws, no stockholder has any right to dissent to the forward split, and no stockholder is entitled to appraisal of or payment for their shares of Common Stock pursuant to the Action.

No Meeting of Stockholders Required

The Company is not soliciting any votes with regard to the Action.  The principal stockholders that have consented to the Action hold a majority of the total issued and outstanding shares of voting capital stock and, accordingly, such principal stockholders have sufficient shares to approve the Action.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

The Plan of Merger, referenced herein, generally, signed by the Company on June 6, 2014 was countersigned by Charles Teelon who is the controlling and voting shareholder approving this Action.

PROPOSALS BY SECURITY HOLDERS

No security holder has requested the Company to include any additional proposals in this Information Statement.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

No officer, director or director nominee of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer, director or director nominee of the Company.  No director of the Company has informed the Company that he intends to oppose the proposed actions to be taken by the Company as set forth in this Information Statement.

ADDITIONAL INFORMATION

The Company files reports with the Securities and Exchange Commission (the “SEC”).  These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to securities laws.  You may read and copy materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The

SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company received contrary instructions from one or more of the security holders.  The Company shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered.  A security holder can notify the Company that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at 5920 N Florida Ave. Hernando, Florida 34442. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements, proxy statements and annual reports.

.

BY ORDER OF THE BOARD OF DIRECTORS

By: /s/Charles Teelon

  

Name: Charles Teelon

  

 

  

 

Title: President

July 24, 2014

APPENDIX A

STATE OF FLORIDA CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the laws of the state of Florida does hereby certify:

FIRST: That at a meeting of the Board of Directors of Kopjaggers, Inc.

RESOLVED, that the Certificate of Incorporation of this corporation be amended changing the Article thereof, as amended, said Articles shall be read and be amended as follows for those Articles referenced below:

Article I.

Name of the Corporation: “National Waste Management Holdings, Inc.”  

Article IV.

The number of shares authorized by the corporation shall be 250,000,000 common shares, par value $0.001 per share.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with the laws of the State of Florida at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Florida.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this ____ day of July 2014.

By:_______________________________________

         Authorized Officer

Title: Chief Executive Officer/President__________

Name: Charles Teelon