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:
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[X]
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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All-American SportPark, Inc.
(Name of
Registrant as Specified In Its Charter)
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Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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PRELIMINARY INFORMATION STATEMENT – SUBJECT TO
COMPLETION
ALL-AMERICAN SPORTPARK,
INC.
6730 South
Las Vegas Blvd.
Las Vegas
Nevada 89119
(702)
317-7302
NOTICE OF ADOPTION AND
APPROVAL OF
BY WRITTEN CONSENT OF STOCKHOLDERS
Dear Stockholders:
On December __, 2020, the Board of Directors of All-American
SportPark, Inc., a Nevada corporation (“the Company,” “we” or “us”), and stockholders holding more than a majority of
our outstanding stock (the “Majority Stockholders”) approved by written consent following actions (collectively, the
“Corporate Actions”):
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1.
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An amendment to the Company’s Articles of Incorporation to change the
Company’s name to “Global Acquisitions Corporation”.
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2.
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An amendment to the Articles of Incorporation to increase the number of shares
of the Company’s authorized Common Stock, $0.001 par value, from 10,000,000 to 500,000,000.
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3.
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Amend the Articles of Incorporation to opt out of the “Combinations with
Interested Stockholders” provisions contained in Sections 78.411 through 78.444 of the Nevada Revised Statutes (“NRS”);
and opt out of the “Acquisition of Controlling Interest” provisions contained in Sections 78.378 through 78.3793 of the
NRS.
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The amendments to the Articles of Incorporation will not be
effective until the Company files the Amendments to the Articles of Incorporation with the Nevada Secretary of State,
which will not occur until January __, 2021 or thereafter (the “Effective Date”).
The accompanying Information Statement, which describes the
Corporate Actions in more detail, is being furnished to our stockholders for informational purposes only, pursuant to
Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
prescribed thereunder. The consent that we have received constitutes the only stockholder approval required for the
Corporate Actions under the NRS, our Articles of Incorporation and Bylaws. Accordingly, the Corporate Actions will not
be submitted to the other stockholders of the Company for a vote.
The record date for the determination of stockholders entitled
to notice of the action by written consent is December __, 2020. Pursuant to Rule 14c-2 under the Exchange Act, the
Corporate Actions will not be implemented until at least twenty (20) calendar days after the mailing of this Information
Statement to our stockholders which is expected to occur on or about January __, 2021.
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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By Order of the Board of Directors,
Ronald S. Boreta, President and Chief
Executive Officer
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ALL-AMERICAN SPORTPARK, INC.
INFORMATION STATEMENT
This Information Statement is being furnished to the
stockholders of All-American SportPark, Inc, a Nevada corporation (the “Company”), in connection with the prior approval
of our Board of Directors of, and receipt of approval by written consent of the majority stockholders of the Company of
the Corporate Actions.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED AND NO MEETING OF STOCKHOLDERS WILL BE HELD TO
CONSIDER THE CORPORATE ACTIONS.
This Information Statement is furnished for the purposes of
informing stockholders, in the manner required under the Securities Exchange Act of 1934, as amended, and under Nevada
Law, of the
of the Company by written consent. This Information Statement
is first being mailed on or about January __, 2021 to holders of record of Common Stock as of the close of business on
December __, 2020 (the Record Date).
Approval of the Board and
Stockholders
On December __, 2020, the Company had 5,658,123 shares of Common
Stock issued and outstanding. On that date, Ronald Boreta, John Boreta, Boreta Enterprises, LTD. (which is
controlled by Ronald and John Boreta) and Investment AKA, LLC (which is controlled by Andre K. Agassi), voted an
aggregate of 3,143,915 shares in favor of the adoption and approval of the Corporate Actions. Such shares represent
55.56% of the shares of Common Stock outstanding. These persons are referred to in this Information Statement as the
“Majority Stockholders.”
THE AMENDMENTS TO THE ARTICLES OF INCORPORATION
On December__, 2020, Board of Director
and Majority Stockholders executed written consents in lieu of meetings pursuant to NRS 78.315 and 78.320 which
authorized amending our Articles of Incorporation to change the name of the Company, to increase the number of
authorized shares of the Company’s Common Stock and to opt out of two provisions of the NRS (the “Corporate
Actions”).
Change of the Company’s Name
The Company currently has no or
nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined
in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At this time, our purpose is to
seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered
pursuant to the Exchange Act. As of the date of this Information Statement we have been investigating business
opportunities, but we have not reached any preliminary or definitive agreements or understandings with any person
concerning an acquisition or merger.
The name of the Company prior to the
amendment reflects the prior business of the Company which involved the operation of sports facilities in Las Vegas. In
October 2016, the Company’s business activities involving sports facilities ended with the transfer of its remaining
interest in All-American Golf Center, Inc. As a result, the current name is no longer appropriate and may be
confusing to persons who may wish to bring a business opportunity to the Company. The name “Global Acquisitions
Corporation” was selected because it is more generic.
Increase in Authorized Common Stock
Prior to the Corporate Actions, the
Company’s authorized capital consisted of 10,000,000 shares of Common Stock, $0.001 par value, and 5,000,000 shares of
Preferred Stock, $0.001 par value. Pursuant to the Corporate Actions, the number of shares of authorized Common
Stock is being increased to 500,000,000 shares. There is no change to the number of authorized shares of Preferred
Stock.
Reasons for the Increase in the Number of Shares of Common Stock
There are currently 5,658,123
shares of Common Stock issued and outstanding, which represents over 56% of the total authorized shares prior to the
Corporate Actions. We are currently investigating business opportunities that are presented
to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are
registered pursuant to the Exchange Act. Although we have not reached any preliminary or definitive agreements or
understandings with any person concerning an acquisition or merger, we believe that any agreement would require the
Company to issue a substantial number of shares of its Common Stock.
Having an increased number of
authorized but unissued shares of Common Stock would allow the Company to take prompt action with respect to a business
opportunity that may develop, without the delay and expense of seeking stockholder approval of an increase in the
Company’s capitalization. The issuance of additional shares of Common Stock would likely dilute the value of current
stockholders’ shares. It is not the present intention of the Board of Directors to seek stockholder approval prior to
any issuance of shares of Common Stock unless otherwise required by law or regulation. It is possible that a business
opportunity may arise that requires prompt action, and the Company believes that the delay necessitated for stockholder
approval of a specific transaction could be to the detriment of the Company and its stockholders.
Opting Out of Acquisition of
Controlling Interest and Combination with Interested Stockholders Statutes
The amendments approved by the Board
of Directors and Majority Stockholders include inserting a new Article XI to the Company’s Articles of Incorporation as
follows:
ARTICLE
XI
TRASACTIONS WITH STOCKHOLDERS
Section 1. Control Share Acquisition Exemption. The corporation elects not to be governed
by the provisions of NRS §78.378 to NRS §78.3793 generally known as the “Control Share Acquisition Statute” under the
Nevada Business Corporation Law, which contains a provision governing “Acquisition of Controlling Interest.”
Section 2. Combinations With Interested Stockholders. The corporation elects not to be
governed by the provisions of NRS §78.411 through NRS §78.444, inclusive, of the Nevada Business Corporation Law.
Reasons for Opting Out of Acquisition of Controlling Interest and Combination with Interested
Stockholders Statutes
At this time, our purpose is to seek,
investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered
pursuant to the Exchange Act.
Management of the Company believes
that Nevada's “anti-takeover” statutes could make us less attractive or deter business opportunity
candidates. Therefore, we believe that opting out of these provisions as permitted by Nevada law is in the
best interests of the Company and its stockholders.
Nevada’s “Acquisition of Controlling
Interest” statutes (NRS Sections 78.378–78.3793) apply only to Nevada Corporations with at least 200 stockholders,
including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or
indirectly in Nevada. We do not believe we have 100 stockholders of record who are residents of Nevada, although there
can be no assurance that in the future the “Acquisition of Controlling Interest” statutes would apply to us. The
“Acquisition of Controlling Interest” statutes provide that persons who acquire a “controlling interest”, as defined in
NRS Section 78.3785, in a company may only be given full voting rights in their shares if such rights are conferred
by the disinterested stockholders of the company at an annual or special meeting. Any disinterested stockholder that
does not vote in favor of granting such voting rights is entitled to demand that the company pay fair value for their
shares, if the acquiring person has acquired at least a majority of all of the voting power of the company. As such,
persons acquiring a controlling interest might not be able to vote their shares.
Nevada’s “Combinations With Interested
Stockholders” statutes (NRS Sections 78.411 through 78.444), which provide that specified persons who, together with
affiliates and associates, own, or within three years did own, 10% or more of the outstanding voting stock of a
“publicly traded” Nevada corporation with at least 200 stockholders cannot engage in specified business combinations
with the corporation for a period of three years after the date on which the person became an interested stockholder,
unless the combination or the transaction by which the person first became an interested stockholder is approved by the
corporation’s Board of Directors before the person first became an interested stockholder. Although the
Company does not currently fall within the definition of a publicly traded company for the purposes of the statute, it
could have become subject to this provision in the future.
Voting Securities and
Principal Holders Thereof
The following table sets forth, as of December __,
2020 the stock ownership of each person known by the Company to be the beneficial owner of five percent or more of the
Company’s Common Stock, each Executive Officer and Director individually, and all Directors and Executive Officers of
the Company as a group. Except as noted, each person has sole voting and investment power with respect to the
shares.
NAME
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AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
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PERCENT OF
CLASS
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Ronald S. Boreta
6730 Las Vegas
Blvd. South
Las Vegas, NV 89119
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960,484 (1)
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16.97 %
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ASI Group, LLC
Investment AKA, LLC c/o
Agassi
Enterprises, Inc.
3883 Howard Hughes Pkwy, 8th Fl.
Las Vegas, NV
89109
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1,589,167 (4)
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28.13 %
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John Boreta
6730 Las Vegas Blvd. South
Las Vegas, NV 89119
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811,439 (2)
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14.34 %
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Boreta Enterprises,
Ltd.
6730 Las Vegas Blvd. South
Las Vegas, NV 89119
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360,784 (3)
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6.38 %
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Steve Miller
3883 Howard Hughes Pkwy., 8th Fl.
Las Vegas, NV 89169
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34,000 (5)
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0.60 %
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Cara Corrigan
4712 Park Vista Ct.
Reno, NV 89502
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34,000 (5)
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0.60 %
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All Directors and
Executive Officers as a Group (4 persons)
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1,839,923 (6)
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32.52%
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(1) Includes 602,229 shares held directly; 248,255
shares which represents Ronald Boreta's share of the Common Stock held by Boreta Enterprises, Ltd.; and 110,000 shares
held by his son.
(2) Includes 591,735 shares held directly; 108,704
shares which represents John Boreta's share of the Common Stock held by Boreta Enterprises Ltd.; and 110,000 shares held
by his daughter.
(3) Direct ownership of shares held by Boreta
Enterprises Ltd., a limited liability company owned by Ronald and John Boreta and the Estate of Vaso Boreta. Boreta
Enterprises Ltd. percentage ownership is as follows:
Ronald S.
Boreta
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68.81 %
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John Boreta
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30.13 %
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Estate of Vaso
Boreta
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1.06
%
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(4) ASI Group LLC and Investment AKA, LLC are both
Nevada limited liability company’s whose members include Andre K. Agassi.
(5) All shares are owned directly.
(6) Includes shares beneficially held by the four named Directors and
Executive Officers.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, Information
Statements and other information with the SEC. You may read and copy this information at the SEC’s Public Reference Room
located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Our public filings are also available to the public from document retrieval services and the
Internet website maintained by the SEC at www.sec.gov.
Global Acquisitions (PK) (USOTC:AASP)
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De Oct 2024 a Nov 2024
Global Acquisitions (PK) (USOTC:AASP)
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De Nov 2023 a Nov 2024