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

 4/20/18  Moms Online, Inc.                 DEF 14C     4/19/18    1:26K                                    Action Edgar Fil… Svc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive 14C Information Statement                HTML     20K 

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

 

Check the appropriate box:

 

[  ] Preliminary Information Statement

 

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

 

[X] Definitive Information Statement

 

MOMS ONLINE INC.

(Name of Registrant as Specified in 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:

 

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

 

4. Proposed maximum aggregate value of transaction:

 

5. Total fee paid:

 

[  ] Fee paid previously with preliminary materials.

 

[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule O-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:

 

2. Form Schedule or Registration Statement No.:

 

3. Filing Party:

 

4. Date Filed:

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SCHEDULE 14C INFORMATION STATEMENT

Pursuant to Regulation 14C of the Securities Exchange Act

of 1934 as amended

Moms Online, Inc.

9350 Wilshire Boulevard #203

Beverly Hills, CA 90212

 

GENERAL INFORMATION

 

This Information Statement (the “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 (the “Stockholders”) of the common stock, par value $.001 per share (the “Common Stock”), of Moms Online, Inc., a Nevada Corporation (the “Company”), to notify such Stockholders that on or about April 4, 2018, the Company received written consents in lieu of a meeting of Stockholders from holders of 28,000,000 shares of voting securities representing approximately 84.8% of the 33,001,374 shares of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to approve the following:

 

(1) to change the name of the Company to “BlockHold Capital Corporation” (the “Name Change”).

 

On April 4, 2018, the Board of Directors of the Company approved the Name Change, subject to Stockholder approval. The Majority Stockholders approved the Name Change by written consent in lieu of a shareholder meeting also on April 4, 2018. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Name Change. The Name Change will become effective when we file the Certificate of Amendment (the “Amendment”) with the Secretary of State of the State of Nevada after the Definitive Information Statement is filed and mailed to Stockholders of Record.

 

NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

Date: April 18, 2018	For the Board of Directors of   MOMS ONLINE INC.
	By:	/s/ Richard Magrann-Wells
		Richard Magrann-Wells
		Chairman of the Board

 

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RECOMMENDATION OF THE BOARD OF DIRECTORS

 

ACTIONS TO BE TAKEN

 

ACTION I – NAME CHANGE

AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY

 

The Board of Directors has determined that since the Company intends to focus on blockchain and financial solutions in addition to social media offerings, the Name Change better reflects the nature of the Company’s new business direction.

 

Purpose of the Name Change

 

On April 4, 2018, the Company’s Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities approved a resolution authorizing the Company to amend the Articles of Incorporation to change the Company’s name to BlockHold Capital Corporation. The Board believes that the Name Change better reflects the nature of the Company’s anticipated operations.

 

Amended Certificate of Incorporation

 

The Board of Directors shall have the Company’s Certificate of Amendment to the Articles of Incorporation filed with the State of Nevada in order to effect the name change.

 

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 Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., 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:

 

1. Annual Report on Form 10-K for the year ended December 31, 2017;

 

2. Form 8-K for the Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

 

3. Schedule 14f-1 Information Statement Notifying of Addition of the Board of Directors filed with the Securities Exchange Commission on March 23, 2018.

 

4. Form 10/A General Form for Registration of Securities filed with the Securities Exchange Commission on December 2, 2014

 

The Company shall provide, without charge, to each person to whom an Information Statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one (1) business day of receipt of such request, a copy of any and all of the information that has been incorporated by reference in the Information Statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Information Statement incorporates), and the address and telephone numbers to which such a request is to be directed.

 

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

 

None of the directors or executive officers of the Company has any substantial interest resulting from the Certificate of Amendment that is not shared by all other stockholders pro rata, and in accordance with their respective interests.

 

OUTSTANDING VOTING SECURITIES

 

Our authorized capital stock consists of 75,000,000 shares of Common Stock, par value $0.001 per share, of which 33,001,374 shares are outstanding as of April 4, 2018.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following information table sets forth certain information regarding the Company’s common stock owned on the Record Date by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group:

 

Name of Beneficial Owner		Number of Common Shares Owned		Percent of Class
Sporos Capital, Inc. (1)		25,200,000		76.36%
NeoFin 401 LLC. (2)		2,800,000		8.48%
Ice Lounge Media, Inc. (3)		2,021,620		6.13%
Calvin Wong		903,500		2.74%
Ed Wong		471,250		1.43%
Officers & Directors		31,396,370		95.14%

 

⁽¹⁾ Sporos Capital, Inc. is controlled by Ashley Sawdaye (President of Sporos Capital) and Francis Koenig (Director of Sporos Capital) both of whom would be deemed to have beneficial ownership over the Sporos Capital shares of the Company. Mr. Sawdaye and Mr. Koenig do not own Company shares individually.

 

⁽²⁾ NeoFin 401, LLC is controlled by Richard Magrann-Wells and would be deemed to have beneficial ownership over the NeoFin 401 shares of the Company. Mr. Magrann-Wells does not own Company shares individually.

 

⁽³⁾ Ice Lounge Media is controlled by Calvin Wong (Chairman of Ice Lounge Media) and Ed Wong both of whom would be deemed to have beneficial ownership over the IceLounge Media shares of the Company. Calvin Wong and Ed Wong also own shares individually as set forth in the table above.

 

DISSENTER’S RIGHTS OF APPRAISAL

 

The Stockholders have no right under Nevada Corporate Law, the Company’s Articles of Incorporation consistent with above, or ByLaws to dissent from any of the provisions adopted in the Amendment.

 

CONCLUSION

 

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above action. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our Stockholders information required by the rules and regulations of the Securities Exchange Act of 1934.

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Moms Online, Inc. has duly caused this report to be signed by the undersigned hereunto authorized.

 

Date: April 18, 2018

 

MOMS ONLINE, INC.

 

/s/ Richard Magrann-Wells

Richard Magrann-Wells

Chairman of the Board