UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 14f-1
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INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
Fast Lane Holdings, Inc.
(Exact name of registrant as specified
in its corporate charter)
000-56019
Commission File No.
Delaware
(State of Incorporation)
83-3740469
(IRS Employer Identification No.)
640 Douglas Avenue
Dunedin, Florida 34698
(Address of principal executive offices)
________________________________________________________________________
NOTICE OF CHANGE IN THE MAJORITY OF
THE BOARD OF
DIRECTORS AND OFFICERS
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Fast Lane Holdings, Inc.
640 Douglas Avenue
Dunedin, Florida 34698
INFORMATION STATEMENT
PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 14F-1 THEREUNDER
GENERAL
This Information Statement is
being delivered on or about October 21, 2019 to the holders of shares of common stock, par value $0.001 (the "Common Stock")
of Fast Lane Holdings, Inc., a Delaware corporation (the "Company"). You are receiving this Information Statement in connection
with the appointment of a new member to the Company's Board of Directors (the "Board").
On October 21, 2019, Giant Consulting Services, LLC of 780 Reservoir
Avenue, #123, Cranston, RI 02910, our largest control shareholder of Fast Lane Holdings, Inc. (the “Registrant” or
“Company”), consummated a Share Purchase Agreement (the “Agreement”) with Lykato Group, LLC, a Florida
limited liability company, with an address of 1830 Oak Creek Drive, Dunedin, Florida 34698. Pursuant to the Agreement, Giant Consulting
Services, LLC transferred to Lykato Group, LLC, 60,000,000 shares of our restricted common stock and 2,550 shares of Series A Preferred
Stock in consideration of three hundred twenty-five thousand dollars ($325,000).
On October 21, 2019, Mr. Paul Moody resigned as our Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director, such resignation of which is to be effective ten
days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934,
as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or
practices.
On October 21, 2019, Mr. James Xilas was appointed as
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director and to hold such office ten days
after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as
amended.
On October 25, 2019 there were approximately
72,948,316 shares of Common Stock issued and outstanding. Each share of Common Stock entitles the holder thereof to one vote on
each matter that may come before a meeting of the stockholders.
On October 25, 2019 there were
approximately 5,000 shares of Series A Preferred stock issued and outstanding. Each share of Series A preferred stock has no voting rights and may be
converted into one share of common stock.
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To the best of our knowledge, except
as set forth in this Information Statement, the incoming director is not currently a director of the Company, did not hold any
position with the Company nor has been involved in any transactions with the Company or any of our directors, executive officers,
affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC. To the best of our
knowledge, none of the officers or incoming or existing directors of the Company has been the subject of any bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time, been convicted in a criminal proceeding or been subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses), been subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting such person’s involvement in any type of business, securities or banking activities or been found by a court of
competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended or vacated.
WE ARE NOT SOLICITING YOUR PROXY.
NO VOTE OR OTHER ACTION BY THE COMPANY’S SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of
October 25, 2019, certain information with respect to the Company's equity securities owned of record or beneficially by (i) each officer
and director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all directors and executive officers as a group.
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Name
and Address
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Amount and Nature
of
Beneficial Ownership
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Percentage
of Class of Common Stock
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Lykato Group, LLC
1830 Oak Creek Drive,
Dunedin, Florida 34698
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60,000,000 shares of Common stock;
2,550
shares of Series A Preferred stock.
(Series A Preferred Stock has no voting rights)
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82.25%
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CHANGES IN CONTROL AND CHANGE OF BOARD
OF DIRECTORS
On October 21, 2019, Giant Consulting Services, LLC of 780 Reservoir
Avenue, #123, Cranston, RI 02910, our largest control shareholder of Fast Lane Holdings, Inc. (the “Registrant” or
“Company”), consummated a Share Purchase Agreement (the “Agreement”) with Lykato Group, LLC, a Florida
limited liability company, with an address of 1830 Oak Creek Drive, Dunedin, Florida 34698. Pursuant to the Agreement, Giant Consulting
Services, LLC transferred to Lykato Group, LLC, 60,000,000 shares of our restricted common stock and 2,550 shares of Series A Preferred
Stock in consideration of three hundred twenty-five thousand dollars ($325,000).
On October 21, 2019, Mr. Paul Moody resigned as our Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director, such resignation of which is to be effective ten
days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934,
as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or
practices.
On October 21, 2019, Mr. James Xilas was appointed as Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director and to hold such office ten days after
the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
Prior to the sale, the Company had approximately
60,000,000 shares of common stock issued and outstanding.
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LEGAL PROCEEDINGS
Our management knows of no material
existing or pending legal proceedings or claims against us, nor are we involved as a plaintiff in any material proceeding or pending
litigation. To our knowledge, none of our directors, officers or affiliates, and no owner of record or beneficial owner of more
than five percent (5%) of our securities, or any associate of any such director, officer or security holder is a party adverse
to us or has a material interest adverse to us in reference to pending litigation.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
Prior to the consummation of
the Share Purchase Agreement, our sole Director consisted of one member, Mr. Paul Moody, who was elected to serve until his
successors are duly elected and qualified. Mr. Moody has submitted a letter of resignation and Mr. James Xilas has been appointed to our Board of Directors. Mr. Moody’s resignation and the appointment of Mr. James Xilas as Director will become effective 10 days after the mailing of this Information Statement to all stockholders of the
Company. On October 21, 2019, our sole Director appointed the new executive officers as listed below.
Directors and Executive Officers
Name Age Position(s)
Mr. James Xilas, Age 58, Chief Executive Officer, Chief Financial
Officer, President, Secretary, Treasurer, and Director
Background of Mr. James Xilas:
Mr. Xilas graduated from West Virginia University
in 1989 with a Bachelor of Arts with a concentration in mathematics and sciences. Mr. Xilas was also a member of the Golden Key
National Honor Society and a Sphinx Senior Honorary. Beginning in 2002, Mr. Xilas has been an investor in the securities markets,
including various micro and small cap companies. From May 2004 to December 2006, Mr. Xilas owned and operated a small boutique
broker-dealer in Florida and Pennsylvania, Salix Capital Securities Corp., where he held the Series 4, 7, 24, 27, and 63 securities
licenses. Since 2014, James Xilas has been an investor in currencies and cryptocurrencies. In September 2018, Mr. Xilas began an
affiliation with Epic Corporation, a Colorado corporation, as an officer and director. During Mr. Xilas’ tenure, the office
was moved to Florida where Mr. Xilas was responsible for determining and implementing strategies. In February of 2019, Mr. Xilas
resigned his positions from Epic Corporation.
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Family Relationships
There are no family relationships among our directors or
officers. We have one officer and director at this time.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of
our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors,
or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree
or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction
or settlement. Except as set forth in our discussion below in “Transactions with Related Persons,” none of our directors,
director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers,
affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
TRANSACTIONS WITH RELATED PERSONS
Transactions with Related Persons
We do not have any transactions with
related persons.
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Policies and Procedures for Review, Approval or Ratification
of Transactions with Related Persons
As we increase the size of our Board
of Directors and gain independent directors, we expect to prepare and adopt a written related-person transactions policy that sets
forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons
transactions.” For purposes of our policy only, a “related-person transaction” will be a transaction, arrangement
or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person”
are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as
an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person
will be any executive officer, director or a holder of more than five percent of our ordinary shares, including any of their immediate
family members and any entity owned or controlled by such persons.
We anticipate that, where a transaction
has been identified as a related-person transaction, the policy will require management to present information regarding the proposed
related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another
independent body of our Board of Directors) for consideration and approval or ratification. Management’s presentation will
be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related
persons, the benefits of the transaction to us and whether any alternative transactions are available.
To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers,
directors and certain significant shareholders. In considering related-person transactions, our Board of Directors will take into
account the relevant available facts and circumstances including, but not limited to:
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the risks, costs and benefits to us;
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the effect on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
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the terms of the transaction;
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the availability of other sources for comparable services or products; and
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the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.
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We also expect that the policy will
require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested
director is involved.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires
the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s
equity securities to file with the Commission initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, none
of the officers, directors or shareholders of the Company was delinquent in any necessary filings under Section 16(a).
CORPORATE GOVERNANCE
Director Independence
We currently do not have any independent
directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market.
Board Meetings and Annual Meeting
During fiscal year ended December 31,
2018, our Board of Directors did not meet. We did not hold an annual meeting in 2018.
Board Committees
We presently do not have an audit committee,
compensation committee or nominating committee or committees performing similar functions, as our management believes that until
this point it has been premature at the early stage of our management and business development to form an audit, compensation or
nominating committee. However, our new management plans to form an audit, compensation and nominating committee in the near future.
We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors
and evaluating our accounting policies and system of internal controls. We envision that the compensation committee will be primarily
responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our
executive officers.
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The nominating committee would
be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating
committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures.
Until these committees are established, these decisions will continue to be made by our Board of Directors. Although our Board
of Directors has not established any minimum qualifications for director candidates, when considering potential director candidates,
our Board of Directors considers the candidate’s character, judgment, skills and experience in the context of the needs of
our Company and our Board of Directors.
We do not have a charter governing the
nominating process. The members of our Board of Directors, who perform the functions of a nominating committee, are not independent
because they are also our officers. There has not been any defined policy or procedure requirements for shareholders to submit
recommendations or nominations for directors. Our Board of Directors does not believe that a defined policy with regard to the
consideration of candidates recommended by shareholders is necessary at this time because, given the early stages of our development,
a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.
Board Leadership Structure and Role in Risk Oversight
Our Board of Directors recognizes that
the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs
of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and
our governing documents do not mandate a particular structure. This has allowed our Board of Directors the flexibility to establish
the most appropriate structure for the Company at any given time.
Our Board of Directors is responsible
for overseeing the overall risk management process at the Company. Risk management is considered a strategic activity within the
Company and responsibility for managing risk rests with executive management while the Board of Directors participates in the oversight
of the process. The oversight responsibility of our Board of Directors is enabled by management reporting processes that are designed
to provide visibility to the Board of Directors about the identification, assessment, and management of critical risks. These areas
of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks.
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Shareholder Communications
Our Board of Directors does not currently
provide a process for shareholders to send communications to our Board of Directors because our management believes that until
this point it has been premature to develop such processes given the limited liquidity of our Common Stock. However, our new management
may establish a process for shareholder communications in the future.
COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The Company’s executive officers
did not receive any compensation or other remuneration in their capacity as such during the fiscal year ended December 31, 2018.
Employment Agreements
The Company has not entered into any
employment agreements with our executive officers or other employees to date.
Grants of Plan-Based Awards
No plan-based awards were granted to
any of our named executive officers during the fiscal year ended December 31, 2018.
Outstanding Equity Awards at Fiscal Year End
No unexercised options or warrants were
held by any of our named executive officers at December 31, 2018. No equity awards were made during the fiscal year ended December
31, 2018.
Option Exercises and Stock Vested
No options to purchase our capital stock
were exercised by any of our named executive officers, nor were any restricted stock held by such executive officers vested during
the fiscal year ended December 31, 2018.
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Pension Benefits
No named executive officers received
or held pension benefits during the fiscal year ended December 31, 2018.
Nonqualified Deferred Compensation
No nonqualified deferred compensation
was offered or issued to any named executive officer during the fiscal year ended December 31, 2018.
Potential Payments upon Termination or Change in Control
Our executive officers are not entitled
to severance payments upon the termination of their employment agreements or following a change in control.
Compensation of Directors
No member of our Board of Directors
received any compensation for his services as a director during the fiscal year ended December 31, 2018.
Compensation Committee Interlocks and Insider Participation
During the fiscal year 2018 we did not
have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled
by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including
directors who were also executive officers, however, none of our executive officers received any compensation during the last fiscal
year. None of our executive officers has served on the Board of Directors or compensation committee (or other committee serving
an equivalent function) of any other entity, any of whose executive officers served on our Board or Compensation Committee.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this information statement to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: October 21, 2019
Fast Lane Holdings, Inc.
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By: /s/ James Xilas
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James
Xilas
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Chief Executive Officer
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Blubuzzard (PK) (USOTC:BZRD)
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