SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
(Amendment No.___)
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
AvWORKS AVIATION CORP.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate
box):
[_]
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:
_____________________________________________________________________
4. Proposed
maximum aggregate value of transaction:
_____________________________________________________________________
[_]
Check
box if any part of the fee is offset as provided by Exchange 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: Joe Eccles, Presidnet
_____________________________________________________________________
4. Date
Filed: October 16, 2013
_____________________________________________________________________
AVWORKS
AVIATION, cORP.
10778
nw 53
RD
sTREET, sUITE e
SUNRISE,
FLORIDA 33356
(954) 588-7205
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
__________________
WE ARE NOT
ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED
NOT TO SEND US A PROXY
__________________
To the Stockholders of AvWorks
Aviation Corp.:
NOTICE IS
HEREBY GIVEN that certain stockholders of AvWorks Aviation Corp., a Florida corporation (“AvWorks” or the “Company”)
have consented to taking of corporate actions by consent in lieu of a meeting of stockholders. The corporate actions will be effective
20 days after the mailing of this information statement to:
Approve
an amendment to our Articles of Incorporation, per
Exhibit A
attached hereto, to affect a reverse stock split of all of
the outstanding shares of Common Stock, at a ratio of one-for-one thousand.
Only stockholders
of record at the close of business on October 7, 2013 are entitled to notice of these corporate actions. Holders of 61.11% of our
Common Stock and holders of 100% of our Series A Preferred Stock gave their written consent to the above corporate actions. This
written consent was obtained pursuant to Section 607.0704 of the Florida Business Corporation Act, as amended.
For further
information regarding the matters as to which stockholder consent was given, I urge you to carefully read the accompanying Information
Statement. If you have questions about these proposals or would like additional copies of the Information Statement, you should
contact Joe Eccles, Secretary,
AvWorks
, Inc.,
10778 NW 53
rd
Street, Suite E, Sunrise, Florida 33356; telephone: (954) 588-7205.
By order
of the Board of Directors
Joe Eccles
President
and Chief Executive Officer
Sunrise, Florida
October 16, 2013
AVWORKS
AVIATION, cORP.
10778
nw 53
RD
sTREET, sUITE e
SUNRISE,
FLORIDA 33356
(954) 588-7205
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES
EXCHANGE ACT OF 1934
This
Information Statement (the “Information Statement”) is being mailed on or about October 18, 2013 to the holders of
record at the close of business on October 7, 2013, of the Common Stock of
AvWorks
,
Inc., a Florida corporation (
“AvWorks” or the “Company”
),
in connection with action by written consent in lieu of stockholders meeting to authorize and approve:
An
amendment to our Articles of Incorporation to affect a reverse stock split of all of the outstanding shares of Common Stock, at
a ratio of one-for-one thousand
Members of the Board of
Directors and stockholders owning or having voting authority for 165,000,000 shares of outstanding Common Stock and 1,000,000 shares
of our Series A Preferred Stock have voted in favor of the above actions (the “Consenting Stockholders”). These stockholdings
represent approximately 61.11% and 100%, respectively, of the total outstanding Common Stock and Preferred Stock of
AvWorks
sufficient to take the proposed action on the record date of October 7, 2013. Pursuant to Reg.§240.14c-2(b), these actions
will not be effective until 20 days after this Information Statement is mailed to stockholders. Dissenting stockholders do not
have any statutory appraisal rights as a result of the action taken. The Board of Directors does not intend to solicit any proxies
or consents from any other stockholders in connection with this action.
Section
607.0704 of the Florida Business Corporation Act (the “Florida Law”) provides that any action which may be taken at
any annual or special meeting of stockholders may be taken without a meeting and without prior notice if a consent in writing setting
forth the action taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would
be necessary to take such action. In order to eliminate the costs and management time involved in obtaining proxies and in order
to effect the above actions as early as possible in order to accomplish the purposes hereafter described, the Board of Directors
voted to utilize, and did in fact obtain, the written consent of the Consenting Stockholders who own shares representing a majority
of our Common Stock.
Pursuant
to Section 607.0704(3) of the Florida Business Corporation Act, we are required to provide notice of the taking of the corporate
action without a meeting to the stockholders of record who have not consented in writing to such action within ten (10) days after
receiving such written consents. This Information Statement is intended to provide such notice. No dissenters’ or appraisal
rights under Florida Law are afforded to the Company’s stockholders as a result of the approval of the proposals.
This Information Statement
is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
The entire cost of furnishing
this Information Statement will be borne by
AvWorks
. We will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the
Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
WHAT VOTE WAS REQUIRED TO APPROVE THE AMENDMENT?
For
the approval of the proposed corporate actions, the affirmative vote of a majority of the shares of common stock and preferred
stock outstanding and entitled to vote at the record date, or 135,010,073 shares and 500,001, respectively, was required for approval.
CONSENTING SHAREHOLDERS
On October 7, 2013, our
board of directors unanimously adopted resolutions declaring the advisability of, and recommended that shareholders approve the
amendment to the Company’s Articles of Incorporation to authorize a reverse split of one-for-one thousand of its shares of
common stock. In connection with the adoption of these resolutions, the board elected to seek the written consent of the holders
of a majority of our outstanding shares in order to reduce the costs and implement the proposals in a timely manner.
On October 7, 2013, the
following consenting shareholders, who collectively own 61.11% of our common stock, consented in writing to the proposed Amendment:
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Name
|
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No. of Shares
|
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Percentage
|
|
|
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Joel Young
|
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165,000,000
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61.11%
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On October 7, 2013, the
following consenting shareholders, who collectively own 100% of our Series A Preferred Stock, consented in writing to the proposed
Amendment:
|
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Name
|
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No. of Shares
|
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Percentage
|
|
|
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Corporate Excellence
|
1,000,000
|
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100%
|
|
|
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Consulting, Inc.
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|
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|
Under Florida law, we are
required to give all shareholders written notice of any actions that are taken by writtten consent without a shareholder meeting.
We are not seeking written
consent from any of our shareholders and our other shareholders will not be given an opportunity to vote with respect to the transactions.
All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purposes of:
|
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·
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Advising shareholders of the action taken by written consent, as required by Florida law;
|
Shareholders
who were not afforded an opportunity to consent or otherwise vote with respect to the actions taken have no right under Florida
law to dissent or require a vote of all our shareholders.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October
7, 2013, the number and percentage of shares of Common Stock of the Company, owned of record and beneficially, by each person known
by the Company to own 5% or more of such stock, each director of the Company, and by all executive officers and directors of the
Company, as a group:
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Name and Address
|
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Number of Shares(1)
|
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Percentage
|
|
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Joel A. Young (2)
|
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165,000,000
|
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61.11%
|
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|
|
|
|
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Vincent Beatty (3)
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25,201,350
|
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9.60%
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Officers and Directors:
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Joe Eccles, President, Sole Director (4)
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-0-
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-0-
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|
|
|
|
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All officers and directors
as a group (1 person)
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-0-
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-0-
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(
1)
The numbers and percentages set forth in these columns are based on 270,020,145 shares of Common Stock outstanding as of October
7, 2013. The number and percentage of units beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule,
beneficial ownership includes any equity securities as to which the holder has sole voting power or investment power and also
any shares that the holder has the right to acquire within 60 days.
(2)
Mr. Young's address is 4700 Hiatus Road, Suite 252, Sunrise, FL 33351.
(3)
Mr. Beatty's address is 1205 Hillsboro Mile, Suite 203, Hillsboro Beach, FL 33062
.
(4)
Mr. Eccles address is 10778 NW 53 Street, Suite E, Sunrise, FL 33351.
APPROVAL OF AMENDMENT OF THE COMPANY’S
CERTIFICATE OF INCORPORATION
Reverse Split
As a result of the Reverse
Split, each share of Common Stock outstanding at the effective time of the Reverse Split, will, without any action on the part
of the holder thereof, each outstanding share will become one-one thousandth of a share of Common Stock. The amendment will not
effect the par value per share of the Company’s common stock and will remain $.001 For purposes of this description, the
Common Stock, as presently constituted, is referred to as the “Old Common Stock” and the Common Stock resulting from
the Reverse Split is referred to as the “New Common Stock.” The bid price of the Company’s Common Stock on October
7, 2013 was $0.0024.
The Reverse Split will
become effective upon the filing with the Secretary of State of Florida of an amendment to the Company’s Articles of Incorporation
which states that, upon the filing of the Certificate of Amendment, each share of Old Common Stock then issued and outstanding
would automatically become such fraction of a share of New Common Stock as determined by the Board.
Principal Effects of
the Reverse Split
The principal effects of the Reverse
Split will be as follows:
Based upon the
270,020,145
shares of Old Common Stock outstanding on the Record Date, the Reverse Split of one-one thousandth would decrease the outstanding
shares of Old Common Stock by approximately 99.9% or to 270,020 shares. The Reverse Split will not decrease the authorized number
of shares of Common Stock which will remain 500,000,000
The Company will obtain
a new CUSIP number for the New Common Stock at the time of the Reverse Split. Following the effectiveness of the Reverse Split,
each yet to be determined number of shares of Old Common Stock, without any action on the part of the holder, will represent one
share of New Common Stock.
Subject to the provisions
for elimination of fractional shares, as described below, consummation of the Reverse Split will not result in a change in the
relative equity position or voting power of the holders of Old Common Stock.
The Amendment to the Company’s
Articles of Incorporation will be filed with the Secretary of State of Florida no later than ten days after the mailing of this
Information Statement. The Reverse Split would become effective as of the date of such filing (the “Effective Date”).
Purposes of the Reverse
Stock Split
The Reverse Split will
decrease the number of shares of Old Common Stock outstanding and presumably increase the per share market price for the New Common
Stock. Theoretically, the number of shares outstanding should not, by itself, affect the marketability of the stock, the type of
investor who acquires it, or the Company’s reputation in the financial community, but in practice this is not necessarily
the case, as many investors look upon a stock trading at or under $1.00 per share as unduly speculative in nature and, as a matter
of policy, avoid investment in such stocks.
Many leading brokerage
firms are reluctant to recommend lower-priced securities to their clients and a variety of brokerage house policies and practices
currently tend to discourage individual brokers within firms from dealing in lower-priced stocks. Some of those policies and practices
pertain to the payment of brokers’ commissions and to time-consuming procedures that make the handling of lower priced stocks
unattractive to brokers from an economic standpoint. In addition, the structure of trading commissions also tends to have an adverse
impact upon holders of lower priced stocks because the brokerage commission on a sale of a lower priced stock generally represents
a higher percentage of the sales price than the commission on a relatively higher priced issue.
The Board of Directors
believes that the Reverse Split is in the best interest of the Company and its shareholders because it would reduce the number
of shares of its Common Stock outstanding to amounts that the Board of Directors believes are more reasonable in light of its size
and market capitalization. The Company requires additional capital for its operations and does not believe that it will be able
to raise the necessary capital unless the price of the Common Stock is higher than the current Common Stock price levels. However,
no assurance can be given that the Reverse Split will result in any increase in the Common Stock price or that the Company will
be able to complete any financing following the Reverse Split.
Exchange of Certificate
and Elimination of Fractional Share Interests
On the Effective Date,
shares of Old Common Stock will automatically be combined and changed into one share of New Common Stock. No additional action
on the part of the Company or any shareholder will be required in order to affect the Reverse Split. Shareholders will be requested
to exchange their certificates representing shares of Old Common Stock held prior to the Reverse Split for new certificates representing
shares of New Common Stock. Shareholders will be furnished the necessary materials and instructions to affect such exchange promptly
following the Effective Date. Certificates representing shares of Old Common Stock subsequently presented for transfer will not
be transferred on the books and records of the Company but will be returned to the tendering person for exchange. Shareholders
should not submit any certificates until requested to do so. In the event any certificate representing shares of Old Common Stock
is not presented for exchange upon request by the Company, any dividends that may be declared after the Effective Date of the Reverse
Split with respect to the Common Stock represented by such certificate will be withheld by the Company until such certificate has
been properly presented for exchange, at which time all such withheld dividends which have not yet been paid to a public official
pursuant to relevant abandoned property laws will be paid to the holder thereof or his designee, without interest.
No fractional shares of
New Common Stock will be issued to any shareholder. Accordingly, shareholders of record who would otherwise be entitled to receive
fractional shares of New Common Stock, will, upon surrender of their certificates representing shares of Old Common Stock, receive
a new certificate representing the New Common Stock rounded up to the nearest whole share.
Federal Income Tax Consequences
of the Reverse Split
The combination of shares
of the Old Common Stock into one share of New Common Stock should be a tax-free transaction under the Internal Revenue Code of
1986, as amended, and the holding period and tax basis of the Old Common Stock will be transferred to the New Common Stock received
in exchange therefor.
This discussion should
not be considered as tax or investment advice, and the tax consequences of the Reverse Split may not be the same for all shareholders.
Shareholders should consult their own tax advisors to know their individual Federal, state, local and foreign tax consequences.
FORWARD LOOKING STATEMENTS
This Information Statement
and other reports that we file with the SEC contain forward-looking statements about our business containing the words “believes,”
“anticipates,” “expects” and words of similar import. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results or performance to be materially different from
the results or performance anticipated or implied by such forward-looking statements. Given these uncertainties, shareholders are
cautioned not to place undue reliance on forward-looking statements. Except as specified in SEC regulations, we have no duty to
publicly release information that updates the forward-looking statements contained in this Information Statement. An investment
in our Company involves numerous risks and uncertainties, including those described elsewhere in this Information Statement. Additional
risks will be disclosed from time-to-time in our future SEC filings.
ADDITIONAL INFORMATION
This Information Statement
should be read in conjunction with certain reports that we previously filed with the Securities and Exchange Commission (the “SEC”),
copies of these reports are not included in this Information Statement but may be obtained from the SEC’s web site at “www.sec.gov.”
We will mail copies of our prior SEC reports to any shareholder upon written request.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ Joe Eccles
Joe Eccles, President
Sunrise, Florida
October 16, 2013
EXHIBIT
A
ARTICLES
OF AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
AvWorks
Aviation Corp.
(present
name)
P13000073660
(Document
Number of Corporation (If known)
Pursuant
to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment
to its articles of incorporation:
FIRST:
Amendment(s)
adopted:
(indicate article number(s) being amended, added or deleted)
Article
IV is hereby amended to read as follows:
“The aggregate number
of shares of capital stock this corporation shall be authorized to have outstanding at any one time shall be Five Hundred Ten Million
(510,000,000) shares of which Five Hundred Million (500,000,000) shares shall be common stock at $.001 par value per share and
Ten Million shares of Preferred Stock $.001 par value per share. Each share of issued and outstanding common stock shall entitle
the holder thereof to participate in shareholder meetings, to cast one vote on each matter with respect to which shareholders have
the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to the common stock,
as well as the net assets of the corporation upon liquidation and dissolutions. The rights, preferences and designation of each
share of issued and outstanding Preferred Stock shall be so defined by the Board of Directors of the Corporation and shall be described
in a separate Articles of Amendment to the Articles of Incorporation to be filed with the Secretary of State of Florida.”
Simultaneously with the effective date of this
Article of Amendment (the “Effective Date”), all shares of Common Stock issued and outstanding shall be and hereby
are automatically combined and reclassified as follows:
Each one thousand (1,000) shares of Common Stock
issued and outstanding shall be combined and reclassified (the “Reverse Stock Split”) as one (1) share of Common Stock.
Fractional shares of Common Stock will be rounded up to the nearest whole share.
SECOND:
If
an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment
if not contained in the amendment itself, are as follows:
N/A
THIRD:
The date
of each amendment's adoption: October 7, 2013
FOURTH:
Adoption
of Amendment(s)
(CHECK ONE)
|
R
|
|
The amendment(s) was/were approved by the shareholders.
The number of votes cast for the amendment(s) was/were sufficient for approval.
|
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o
|
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The amendment(s) was/were approved by the shareholders
through voting groups.
|
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The following statement must be separately provided for each voting group entitled
to vote separately on the amendment(s):
|
“The number
of votes cast for the amendment(s) was/were sufficient
for approval by _______________________________________________________.”
(voting group)
|
o
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The amendment(s) was/were adopted by the board
of directors without shareholder action and shareholder action was not required.
|
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o
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The amendment(s) was/were adopted
by the incorporators without shareholder action and
shareholder action was not required.
|
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Signed this
15
th
day of
October,
2013
.
|
Signature _________________
/s/Joe
Eccles
_____________________________________________________
(By the Chairman or Vice Chairman of the Board
of Directors, President or other officer if adopted by
the shareholders)
OR
(By a director
if adopted by the directors)
OR
(By an
incorporator if adopted by the incorporators)
Joe
Eccles
_____________________________________________________
(Typed or printed name)
President
____________________________________________________________
(Title)
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