Form PRE 14C Odenza Corp. For: Dec 08

December 8, 2021 11:35 AM EST

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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:

 

Preliminary Information Statement
   
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
   
Definitive Information Statement

 

ODENZA CORP.

(Name of Registrant As Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

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 0-11 (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 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:
     
  2) Form, Schedule or Registration Statement No:
     
  3) Filing Party:
     
  4) Date Filed:

 

 

 

 
 

 

THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF THE COMPANY

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

 

ODENZA CORP.

22/F, WANCHAI CENTRAL BUILDING

89 LOCKHART ROAD,

WAN CHAI,

HONG KONG

 

INFORMATION STATEMENT

(Preliminary)

 

December __, 2021

 

GENERAL INFORMATION

 

This 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 Odenza Corp., a Nevada Corporation (the “Company”), to notify such Stockholders that on or about December 3, 2021, the Company received written consents in lieu of a meeting of Stockholders from holders of approximately 72.51% of voting securities of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to (i) authorize the Company’s Board of Directors to change the name of the Company to Zhanling International Limited (the “Name Change”), and (ii) to effectuate a 1:50 reverse stock split of our issued and outstanding shares of Common Stock (the “Reverse Stock Split”). 

 

On December 3, 2021, the Board of Directors of the Company approved the Name Change and the Reverse Stock Split, subject to Stockholder approval. The Majority Stockholders approved the Name Change by written consent in lieu of a meeting on December 3, 2021. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Name Change and the Reverse Stock Split. The Name Change and the Reverse Stock Split will become effective following approval by FINRA.

 

 

 

 

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

 

Date: December 8, 2021 For the Board of Directors of
   
  Odenza Corp.
     
  By: /s/ Liang Zhao
    Liang Zhao
    Chairman

 

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RECOMMENDATION OF THE BOARD OF DIRECTORS

 

The Board believes that the stockholders of the Company will benefit from the Name Change as it more closely aligns with the operations and direction of the Company.

 

ACTION TO BE TAKEN

 

This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.

 

ACTION I NAME CHANGE

CHANGE THE NAME OF THE COMPANY TO ZHANLING INTERNATIONAL LIMITED.

 

GENERAL

 

The Board approved a resolution to change the name of the Company to Zhanling International Limited (the “Name Change”).

 

PURPOSE AND MATERIAL EFFECTS OF THE NAME CHANGE

 

The Board of Directors has taken this action to more closely align the Company name with the operations and direction of the Company.

 

We believe that the Name Change will improve the name recognition of the Company in relation to its business plan.

 

The Name Change will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered.

 

This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to broaden the scope of its name recognition and enhance shareholder value.

 

As discussed above, the Name Change was the subject of a majority vote by the Board of Directors approving the Name Change. There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes a Name Change.

 

The main purpose of completing this Name Change is to closely align the Company name with the operations and direction of the Company.

 

SUMMARY OF NAME CHANGE

 

Below is a brief summary of the Name Change:

 

The name of the Company shall be amended to Zhanling International Limited.

 

This action has been approved by the Board and the written consents of the holder of the majority of the outstanding voting power of the Company.

 

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ACTION II REVERSE STOCK SPLIT

DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK

 

GENERAL

 

The Board approved a resolution to effectuate a 1:50 reverse stock split.  Under this reverse stock split each 50 shares of our Common Stock will be automatically converted into 1 share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company will issue an additional share to all holders of fractional shares.  The effective date of the reverse stock split will be approximately January 21, 2022.

 

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.

 

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL BE 500,000,000.

 

PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT

 

The Board of Directors believe that, among other reasons, the number of outstanding shares of our Common Stock, compared to the market price, have contributed to a lack of investor interest in the Company and has made it difficult to attract new investors and potential business candidates.  As a result, the Board of Directors has proposed the Reverse Stock Split as one method to attract business opportunities in the Company.

 

When a company engages in a reverse stock split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding. Assume the market price is $.01 per share. Assume that the company declares a 1 for 5 reverse stock split. After the reverse split, that company will have 1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an individual investor owned 10,000 shares of that company before the split at $.01 per share, he will own 2,000 shares at $.05 after the split. In either case, his stock will be worth $100. He or she is no better off before or after. Except that such company hopes that the higher stock price will make that company look better and thus the company will be a more attractive merger target for potential business. There is no assurance that that company’s stock will rise in price after a reverse split or that a suitable merger candidate will emerge.

 

We believe that the reverse stock split may improve the price level of our Common Stock and that the higher share price could help generate interest in the Company among investors and other business opportunities. However, the effect of the reverse split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding.

 

The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional share. All stockholders holding a fractional share shall be issued an additional share. The principal effect of the Reverse Stock Split will be that the number of shares of Common Stock issued and outstanding will be reduced from 3,660,000 shares of Common Stock as of December 6, 2021, to approximately 73,200 shares (depending on the number of fractional shares that are issued or cancelled). The Reverse Stock Split will affect the shares of common stock outstanding.

  

The Reverse Stock Split will not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Stock Split, the stated capital on our balance sheet attributable to our Common Stock will be reduced to less than the present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.

 

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The Reverse Stock Split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.

 

Stockholders should recognize that they will own fewer numbers of shares than they presently own (a number equal to the number of shares owned immediately prior to the filing of the certificate of amendment divided by 250. While we expect that the Reverse Stock Split will result in an increase in the potential market price of our Common Stock, there can be no assurance that the Reverse Stock Split will increase the potential market price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in any potential market price (which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market price of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse split. In addition, the reverse split will increase the number of stockholders of the Company who own odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales. Consequently, there can be no assurance that the reverse split will achieve the desired results that have been outlined above.

 

Anti-Takeover Effects of the Reverse Stock Split

 

THE OVERALL EFFECT OF THE REVERSE STOCK SPLIT MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE DIFFICULT THE REMOVAL OF MANAGEMENT.

 

The effective increase in our authorized shares could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders, that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.

 

This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to attract potential investors and conduct a financing transaction.

 

Neither the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

 

As discussed above, the Reverse Stock Split was the subject of a unanimous vote by the Board of Directors approving the Reverse Stock Split.  There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes a reverse stock split.

 

PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK

 

The main purpose of completing this Reverse Stock Split is to increase the amount of shares available in order to have the ability to issue shares for acquisitions and attract investors.  The Company has not entered into any agreements whereby it has agreed to issue the newly available shares.

 

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FRACTIONAL SHARES

 

We will not issue fractional certificates for post-reverse split shares in connection with the Reverse Stock Split. Instead, an additional share shall be issued to all holders of a fractional share. To the extent any holders of pre-reverse split shares are entitled to fractional shares as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional shares.

 

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.

 

SUMMARY OF REVERSE STOCK SPLIT

 

Below is a brief summary of the reverse stock split:

 

The issued and outstanding Common Stock shall be reduced on the basis of one post-split share of the Common Stock for every 50 pre-split shares of the Common Stock outstanding. The consolidation shall not affect any rights, privileges or obligations with respect to the shares of the Common Stock existing prior to the consolidation.

 

Stockholders of record of the Common Stock as of December 13, 2021 shall have their total shares reduced on the basis of one post-split share of Common Stock for every 50 pre-split shares outstanding.

 

As a result of the reduction of the Common Stock, the pre-split total of issued and outstanding shares of 3,660,000 shall be consolidated to a total of approximately 73,200 issued and outstanding shares (depending on the number of fractional shares that are be issued or cancelled).

 

The Company’s authorized number of common stock shall remain at 500,000,000 shares of the Common Stock.

 

This action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting capital stock of the Company.

 

Amended Certificate of Incorporation

 

On the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors shall have the Company’s Amendment to the Certificate 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. Quarterly Report on Form 10-Q for the quarter ended October 31, 2021;
     
  2. Quarterly Report on Form 10-Q for the quarter ended July 31, 2021;
     
  3. Quarterly Report on Form 10-Q for the quarter ended April 30, 2021; and

 

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  4. Annual Report on Form 10-K for the year ended January 31, 2021.

 

OUTSTANDING VOTING SECURITIES

 

Our authorized capital stock consists of 500,000,000 shares of Common Stock, par value $0.001 per share, of which 3,660,000 shares are outstanding as of December 6, 2021.

 

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 December 2, 2021 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 
Liang Zhao   

1,427,400

    39%

Xiangchen Li

   1,226,600    33.51%

 

DISSENTER’S RIGHTS OF APPRAISAL

 

The Stockholders have no right under Nevada Corporate Law, the Company’s articles of incorporation consistent with above, or By-Laws to dissent from any of the provisions adopted in the Amendments.

 

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CONCLUSION

 

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the above actions. 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.

 

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.

 

Date: December 8, 2021

 

By Order of the Board of Directors  
   
/s/ Liang Zhao  
Liang Zhao  
Chairman  

 

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