SCHEDULE
14C INFORMATION STATEMENT
Pursuant
to Regulation 14C of the Securities Exchange Act of 1934 as amended
LUCKYCOM
PHARMACEUTCALS INC.
11757
Katy Freeway,
Suite
1300-A
Houston,
Texas 77079
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is furnished by the Board of Directors of Luckycom Pharmceuticals Inc., a Nevada corporation (“we”,
“our”, “us”), to the holders of record at the close of business on the record date, March 6, 2018 of our
outstanding common stock, $0.01 par value per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934,
as amended. This Information Statement is being furnished to such stockholders for the purpose of informing the stockholders in
regards to an amendment to our Articles of Incorporation to change our name from Luckycom Pharmaceuticals Inc., to Luckwel Pharmaceuticals
Inc. and to increase our authorized capital to 200,000,000 shares of common stock (the “
Amendment
”).
Our
Board of Directors approved the Amendment for the change in our name to better reflect the business of our corporation and increase
in our authorized capital to achieve our business objectives.
Our
Board of Directors unanimously approved the Amendment on March 6, 2018.
Subsequent
to our Board of Directors’ approval of the Amendment, the holder of the majority of the outstanding shares of our corporation
gave us his written consent to the Amendment on March 6, 2018. Therefore, following the expiration of the twenty-day (20) period
mandated by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, our corporation will file a Certificate
of Amendment to amend our Articles of Incorporation to give effect to the Amendment. We will not file the Certificate of Amendment
to our Articles of Incorporation until at least twenty (20) days after the filing and mailing of this Information Statement.
The
proposed Certificate of Amendment to our Articles of Organization is attached hereto as Exhibit A. The Certificate of Amendment
will become effective when they are filed with the Nevada Secretary of State. We anticipate that such filing will occur twenty
(20) days after this Information Statement is first mailed to our shareholders.
The
entire cost of furnishing this Information Statement will be borne by our corporation. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our common stock
held of record by them.
Our
Board of Directors has fixed the close of business on March 6, 2018 as the record date for the determination of shareholders who
are entitled to receive this Information Statement. There were 18,376,000 shares of our common stock issued and outstanding on
March 6, 2018. We anticipate that a definitive copy of this Information Statement will be mailed on or about March 28, 2018 to
all shareholders of record as of the record date.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE
NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, since March 31, 2017, being the commencement of our last financial year,
none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter
to be acted upon:
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1.
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any
director or officer of our corporation;
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2.
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any
proposed nominee for election as a director of our corporation; and
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3.
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any
associate or affiliate of any of the foregoing persons.
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The
shareholdings of our directors and officers are listed below in the section entitled “Principal Shareholders and Security
Ownership of Management”. To our knowledge, no director has advised that he intends to oppose the Amendment, as more particularly
described herein.
PROPOSAL
#2 INCREASE IN AUTHORIZED CAPITAL
Action
and Effect
We
are currently authorized by our Articles of Incorporation to issue 100,000,000 shares of common stock.
We
are increasing our authorized shares of common stock so that we have a sufficient number of authorized and unissued shares of
common stock to permit the issuance of the same as consideration of acquiring any pharmaceutical businesses in order to achieve
our business objectives.
Accordingly,
our Board of Directors believes it is in our best interests and the best interests of our stockholders to increase the number
of authorized shares of common stock from 100,000,000 to 200,000,000 to provide sufficient shares for the acquisition of pharmaceutical
business or such other purposes as our Board of Directors determine.
The
increase in the number of authorized shares of common stock to a level that continues to provide a meaningful number of authorized
but unreserved shares will permit our Board of Directors to issue additional shares of common stock without further approval of
our stockholders, and our Board of Directors does not intend to seek stockholder approval prior to any issuance of the authorized
capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance
of additional shares of common stock may result in substantial dilution to our existing stockholders, and such issuances may not
require stockholder approval.
Although
from time to time we review various transactions that could result in the issuance of shares of common stock, we have not reviewed
any specific transaction to date that we presently anticipate will result in a further issuance of shares of common stock.
Other
than limited provisions under the laws of Nevada, we do not have in place provisions which may have an anti-takeover effect. The
increase in the number of authorized shares of common stock to provide a sufficient number of authorized but unreserved shares
to allow for the issuance of shares of common stock under various scenarios may be construed as having an anti-takeover effect
by permitting the issuance of shares of common stock to purchasers who might oppose a hostile takeover bid or oppose any efforts
to amend or repeal certain provisions in our articles of incorporation, as amended, or bylaws. The increase in the authorized
number of shares of common stock did not result from our knowledge of any specific effort to accumulate our securities or to obtain
control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise, and we did not
take such action to increase the authorized shares of common stock to enable us to frustrate any efforts by another party to acquire
a controlling interest or to seek representation on our board of directors.
The
issuance of additional shares of common stock may have a dilutive effect on earnings per share and on the equity and voting power
of existing holders of common stock It may also adversely affect the market price of common stock. However, if additional shares
are issued in transactions whereby favorable business opportunities are provided which allow us to pursue our business plans,
the market price of common stock may increase.
The
holders of common stock are entitled to receive dividends when, as, and if declared by our Board of Directors out of funds legally
available therefor. We do not intend to declare and pay dividends in the near future. In the event of our liquidation, dissolution
or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to
them after payment of liabilities and after provision has been made for each class of stock having preference over common stock.
Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable
to common stock. The holders of common stock are entitled to one vote for each share held of record on all matters to be voted
on by our stockholders.
On
March 6, 2018, our Board of Directors approved, subject to receiving the approval of a majority of the shareholders of our common
stock, an amendment to our Articles of Incorporation to increased our authorized capital to 200,000,000 shares of common stock.
The amendment of our Articles of Incorporation, as amended, to increase the number of authorized shares of common stock to 200,000,000
was approved by the written consent of a stockholder representing approximately 61.9% of our outstanding voting stock.
The
approval of the amendment of our Articles of Incorporation, as amended, to authorize the increase of the number of authorized
shares of common stock to 200,000,000 required such Board approval and the affirmative vote of stockholders representing a majority
of our outstanding voting securities. Such requirements have been met, so no vote or further action of our stockholders is required
to approve the amendment of our Articles of Incorporation to authorize the increase of the number of authorized shares of common
stock to 200,000,000. You are hereby being provided with notice of the approval of such amendment by less than unanimous written
consent of our stockholders. The form of the Certificate of Amendment to Articles of Incorporation setting forth the amendment
is attached to this Information Statement as Exhibit A.
Promptly
after the twentieth day after the date this Information Statement has first been sent to stockholders, we intend to take all other
required actions to complete the amendment of our Articles of Incorporation to increase the number of authorized shares of common
stock to 200,000,000 consistent with the foregoing.
DISSENTERS
RIGHTS
Under
the General Corporation Law of the State of Nevada, shareholders of our common stock are not entitled to dissenter’s rights
of appraisal with respect to our proposed Amendment.
ADDITIONAL
INFORMATION
We
are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements
and other information including annual and quarterly reports on Form 10-K and 10-Q with the Securities and Exchange Commission
(the “Commission”). Reports and other information filed by us can be inspected and copied at the public reference
facilities maintained at the Commission at 100 F Street NW, Washington, D.C. 20549. Copies of such material can also be obtained
upon written request addressed to the Commission, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed
rates. The Commission maintains a website on the Internet (http://www.sec.gov) that contains the filings of issuers that file
electronically with the Commission through the EDGAR system.
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, Luckycom, Inc. has duly caused this report to be signed by the undersigned
hereunto authorized.
March
6, 2018
LUCKYCOM,
INC.
Kingrich
Lee
Chief
Executive Officer, Chief Financial Officer and Director
EXHIBIT
A
Certificate
of Amendment to Articles of Organization
EXHIBIT
B
ACTION
BY WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS OF
LUCKYCOM
PHARMACEUTICALS INC.
The
undersigned, being sole member of the Board of Directors (“Board”) of Luckycom Pharmaceuticals Inc. (the “Company”),
pursuant to Section 78.315 of the Nevada Revised Statutes, do hereby consent to the adoption of, and hereby approve and adopt,
the following resolutions, effective as of March 6, 2018:
WHEREAS
,
the Company’s Board of Directors, in its opinion, deems it to be in the best interest of the Company to amend the Company’s
Articles of Incorporation to change the name of the Company from “Luckycom Pharmaceuticals Inc.” to “Luckwel
Pharmaceuticals Inc.” (the “Name Change”) to better reflect the Company’s prospective business goals and
to increase its authorized capital to 200,000,000 shares of common stock (the “Increase”);
NOW,
THEREFORE BE IT
RESOLVED
,
that the effective date of the Name Change be, and it hereby is, fixed as of the date the Company files the Certificate of Amendment,
substantially in the form attached hereto and marked “Schedule” with the Nevada Secretary of State;
RESOLVED
,
that the Company be, and is authorized to effectuate an amendment of the Company’s Certificate of Incorporation to change
the name of the Company to “Luckwel Pharmaceuticals, Inc.”, such that Article 1 is superseded and replaced as follows:
“The
Name of this Corporation is Luckwel Pharmaceuticals Inc.”
RESOLVED
,
that the Company be, and is authorized to effectuate an amendment of the Company’s Certificate of Incorporation to increase
the authorized capital of the Company from 100,000,000 shares of common stock to 200,000,000 shares of common stock, such that
Article 3 is superseded and replaced as follows:
“The
number of authorized shares of common stock the Corporation has the authority to issue is 200,000,000 having a par value of $0.01
per share.”
RESOLVED
,
that the Company is authorized to file the Certificate of Amendment with the State of Nevada to give effect to such Name Change
and Increase, and be it further
RESOLVED
,
that the proper officers of the Company be, and they and each of them hereby are, authorized and empowered, in the name of the
Corporation and on its behalf, to distribute to the stockholders of the Company any forms of notice as may be required by Nevada
law and applicable securities law with respect to the Name Change, such notice to be in such form as such officers, in their sole
discretion, shall determine to be necessary, appropriate or desirable, in conformance with applicable laws, rules and regulations,
and be it further
RESOLVED
,
that the record date for determining the stockholders of the Company entitled to receive notice of the Name Change and Increase
shall be the close of business on March 6, 2018,
RESOLVED
,
that the appropriate corporate officers be, and each of them with full authority to act without the others hereby is, authorized
and directed for and on behalf of the Company to take or cause to be taken any and all actions, to execute and deliver any and
all agreements, certificates, instructions, requests, or other instruments, and to do any and all things which, in any such officer’s
judgment, may be necessary or desirable to effect each of the foregoing resolutions and to carry out the purposes thereof, the
taking of any such actions, the execution and delivery of any such agreements, certificates, instructions, requests, or instruments,
or the doing of any such things to be conclusive evidence of their necessity or desirability;
RESOLVED
,
that any other officer of this Company, be, and hereby is, authorized to certify as to the adoption of any or all of the foregoing
resolutions; and be it further
RESOLVED,
that this consent may be executed in one or more counterparts.
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IN
WITNESS WHEREOF
, the undersigned, being the sole director of the Company, consent hereto in writing as of the first date written
above, and direct that this instrument be filed with the minutes of proceedings of the Board Directors of the Company.
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/s/
Kingrich Lee
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Name:
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Kingrich
Lee
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Title:
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Chairman
and Sole Director
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Schedule
Certificate
of Amendment to Articles of Organization
EXHIBIT C
WRITTEN
CONSENT
OF
THE HOLDERS OF A MAJORITY OF THE
VOTING
STOCK
OF
LUCKYCOM
PHARMACEUTICALS INC.
The
undersigned, constituting the holder of a majority of the shares of common stock of Luckycom Inc., a Nevada corporation (the “Company”),
do hereby adopt by this written consent, the following resolutions with the same force and effect as if they had been adopted
at a duly convened meeting, effective as of March 6, 2017:
CORPORATE
NAME CHANGE
WHEREAS,
the Board of Directors (the “Board”) of the Company, having considered changing the name of the Company to “Luckwel
Pharmaceuticals Inc.” (the “Name Change”) and increasing the Company’s authorized capital to 200,000,000
shares of common stock (the “Increase”) and deems such Name Change and Increase advisable and in the best interest
of the Company.
NOW
THEREFORE BE IT RESOLVED, that the Articles of Incorporation of the Company be and hereby are amended to authorize and enact the
name change of the Company to “Luckwel Pharmaceuticals Inc.” and increase the Company’s authorized capital to
200,000,000 shares of common stock; and
FURTHER
RESOLVED, that the Certificate of Amendment to the Articles of Incorporation substantially and in form attached hereto as Schedule
authorizing the Name Change and Increase be and hereby is in all respects approved.
ENABLING
RESOLUTIONS
RESOLVED,
that the Board of the Company is authorized to do and perform any and all such acts, including execution of any and all documents
and certificates, as such Board shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions;
and
RESOLVED
FURTHER, that any actions taken by the Board prior to the date of the foregoing resolutions adopted hereby that are within the
authority conferred thereby are ratified, confirmed and approved as the acts and deeds of the Company.
[SIGNATURE
PAGE FOLLOWS]
This
UNANIMOUS WRITTEN CONSENT shall be effective as of the date first set forth above, may be signed in counterparts and shall be
filed with the minutes of proceedings of the Board, and the actions taken hereby shall have the same force and effect as at a
meeting duly called and held.
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SHAREHOLDER:
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/S/
Kingrich Lee
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Kingrich
Lee
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Schedule
Certificate
of Amendment to Articles of Organization