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))
[X]
Definitive Information Statement
DATA
CALL TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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:
INFORMATION
STATEMENT
OF
DATA CALL TECHNOLOGIES, INC.
700 South Friendswood Drive, Suite E
Friendswood, TX 77546
(866) 219-2025
To
the Holders of Common Stock and Preferred Stock:
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 “Common Stockholders”)
of Common Stock, par value $0.001 per share (the “Common Stock”) and to the holder (the “Preferred Stockholder”)
of our Series B Preferred, par value $0.001 per share (the “Preferred Stock”), of Data Call Technologies, Inc., Inc.,
a Nevada corporation (the “Company”), to notify such Common Stockholders and Preferred Stockholder that on April 26,
2019, the Company received a written consent in lieu of a meeting of certain persons who are the holders of a majority of the
Company’s shares of voting capital stock, consisting of certain Common Stockholders and the sole Preferred Stockholder.
The Series B Preferred Stock has the right to vote in the aggregate, on all shareholder matters, votes equal to 51% of the total
shareholder vote on any and all shareholder matters. The Series B Preferred Stock will be entitled to this 51% voting right no
matter how many shares of Common Stock or other voting stock of Data Call Technologies stock is issued and outstanding in the
future. The Series B Preferred Stockholders and certain Common Stockholders holding in the aggregate approximately 63.94% of the
total voting power of all issued and outstanding voting shares of the Company (the “Majority Consenting Stockholders”)
together with the unanimous consent of the Company’s Board of Directors, authorized the following in writing (the “Joint
Written Consent”), a copy of which is attached as Exhibit A hereto:
●
The increase in the number of authorized shares of Common Stock from two hundred million (200,000,000) shares of Common Stock
to four hundred and ninety million (490,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”);
On
April 26, 2019, the Board of Directors of the Company (the “Board”) approved, and recommended for approval to the
holders of Series B Preferred Stock and Common Stock having the power to vote with respect to the Common Stock, the: (i) Authorized
Common Stock Share Increase (the “Action”). On April 26, 2019, the Majority Consenting Stockholders approved the Action
by written consent in lieu of a meeting in accordance with the provisions of Chapter 78.2055 of the Nevada Revised Statute (“NRS”).
Accordingly, and based upon the Joint Written Consent of the Majority Consenting Stockholders and Board, your consent is not required
and is not being solicited in connection with the approval of the Action.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board believes that the Common and Series B Preferred Stockholders of the Company will benefit from this Action because it believes
that the Company will be able to have sufficient authorized but unissued shares of Common Stock available to attract new investors
for its business. In addition, the Board believes that the Common and Series B Preferred Stockholders of the Company will benefit
from the Authorized Common Stock Share Increase because such change may allow the Company greater flexibility in pursuing acquisitions,
equity investments and other opportunities to expand and grow its business, although there can be no such assurance.
INTRODUCTION
Chapter
78.2055 of the Nevada Revised Statutes (“NRS”) provides that the written consent of the holders of outstanding shares
of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a
special stockholders’ meeting convened for the specific purpose of such action. The NRS, however, requires that in the event
an action is approved by written consent, a Company must provide prompt notice of the taking of any corporate action without a
meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at
a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were delivered to the Company.
In
accordance with the foregoing, we will mail the Notice to the Common and Series B Stockholders on or about June 7, 2019.
This
Information Statement contains a brief summary of the material aspects of the Action approved by the Board of Directors (the “Board”)
of Data Call Technologies, Inc. (the “Company,” “we,” “our” or “us”) and the holder
of Series B Preferred Stock, which have voting rights with respect to the Common Stock and, together with certain holders of Common
Stock, constitute a majority of the voting power of the Common Stock.
SERIES
B PREFERRED STOCK
During
the quarter ended September 30, 2014 the Company amended its Articles of Incorporation to authorize 1,000,000 shares of Series
B Preferred Stock at a par value of $0.001 and issued 10,000 shares. The Series B shares were valued at $76,000 and were expensed
during 2014. The Series B Preferred Stock may be issued in one or more series by the terms of which may be and may include preferences
as to dividends and liquidation, conversion, redemption rights and sinking fund provisions. The Series B Preferred Shares have
the right to vote in the aggregate, on all shareholder matters votes equal to 51% of the total shareholder vote on any and all
shareholder matters. The Series B Preferred Stock will be entitled to this 51% voting right no matter how many shares of common
stock or other voting stock of Data Call Technologies stock is issued and outstanding in the future.
As
of May 10, 2019, there were issued and outstanding (i) 155,997,103 shares of our Common Stock, and (ii) 10,000 shares of our Series
B Preferred. Based upon the 155,997,103 shares of Common Stock issued and outstanding, Mr. Vance’s Series B Preferred Stock
is entitled to 79,558,522 votes. In addition, Mr. Vance owns 20,190,000 shares of Common Stock. He owns 99,748,588 of voting shares.
ACTION
TO BE TAKEN
The
Authorized Share Increase will become effective on the date that we file the Amended Articles of Incorporation of the Company
(the “Amendment”) with the Secretary of State of the State of Nevada. Such filing can occur no earlier than twenty
(20) calendar days after the mailing of the Definitive Information Statement.
We
currently expect to file the Amendment on or about June 7, 2019.
With
respect to the Action described in this Information Statement, the Board reserves the right, notwithstanding that the Series B
Stockholder and certain Common Stock Holders have approved such Action, to elect not to proceed with such Action if, at any time
prior to filing the Amendment, the Board, in its sole discretion, determines that it is no longer in the Company’s best
interests and the best interests of the Company’s stockholders to consummate the Action.
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The
number of authorized shares of our Common Stock will be increased from two hundred million (200,000,000) shares to four hundred
ninety million (490,000,000) shares (the “Authorized Common Stock Share Increase”).
As
of May 10, 2019, , there were issued and outstanding 155,997,103 shares of our Common Stock and only 200,000,000 authorized shares
of Common Stock, leaving the Company with approximately 44 million shares for potential acquisitions, equity raises, hiring and
retaining qualified personnel to support potential future growth and having a sufficient number of authorized but unissued shares
of Common Stock to further our growth plans. At present, the Company has no plan to issue any significant number of shares of
Common Stock. Moreover, we are currently not engaged in any negotiations or otherwise have no specific plans to use or otherwise
issue any of the additional authorized shares for: (i) any acquisition, merger or consolidation; (ii) equity raises; (iii) hiring
additional; or (iv) for any other purposes.
PURPOSE
AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The
additional shares of Common Stock for which authorization is sought would be part of the existing class of Common Stock, if and
when issued. These shares would have the same rights and privileges as the shares of Common Stock currently outstanding. Holders
of the Company’s Common Stock do not have preemptive rights to subscribe for and purchase any new or additional issues of
Common Stock or securities convertible into Common Stock.
The
Board of Directors believes that the increase in the number of authorized shares of Common Stock is in the best interests of the
Company and its stockholders. The purpose of increasing the number of authorized shares of Common Stock is to have shares available
for issuance for such corporate purposes as the Board of Directors may determine in its discretion, including, without limitation:
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conversion
of convertible securities
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retiring
convertible debt
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investment
opportunities
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stock
dividends or other distributions
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future
financings and other corporate purposes
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future
acquisitions
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POTENTIAL
ANTI-TAKEOVER EFFECTS OF TH EINCREASE IN AUTHORIZED SHARES.
The
implementation of the Authorized Common Stock Share Increase will have the effect of increasing the proportion of unissued authorized
shares to issued shares. Under certain circumstances this may have an anti-takeover effect. These authorized but unissued shares
could be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or
removal of the Board, including a transaction that may be favored by a majority of our shareholders or in which our shareholders
might receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without
further stockholder approval, the Board could issue and sell shares, thereby diluting the stock ownership of a person seeking
to effect a change in the composition of our Board or to propose or complete a tender offer or business combination involving
us and potentially strategically placing shares with purchasers who would oppose such a change in the Board or such a transaction.
Although
an increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have a potential anti-takeover
effect, the proposed amendments to our Articles of Incorporation is not in response to any effort of which we are aware to accumulate
the shares of our Common Stock or obtain control of the Company. There are no plans or proposals to adopt other provisions or
enter into other arrangements that may have material anti-takeover consequences.
Pursuant
to our Articles of Incorporation, as amended and restated, we will have authorized capital stock of 490,000,000 shares of common
stock and 10,000,000 shares of preferred stock. As of the May 10, 2019, we have 155,997,103 shares of Common Stock issued and
outstanding and 800,000 shares of Series A Preferred Stock issued and outstanding and 10,000 shares of Series B Preferred Stock
issued and outstanding. Our Board of Directors has the ability, without shareholder approval; to issue a significant number of
additional shares of Common Stock and Preferred Stock without shareholder approval, which if issued would cause substantial dilution
to our Common and Preferred Stock shareholders. Additionally, the authorized but unissued shares of Preferred Stock may be issued
by our Board of Directors at their sole discretion and without shareholder approval, in such classes and series, having such rights,
including voting rights and super-majority voting rights, and such preferences and relative, participating, optional or other
special rights, powers and privileges as determined by our Board of Directors from time-to-time. If shares of Preferred Stock
are issued by our Board of Directors having super-majority voting rights, or having conversion rights to convert their Preferred
Stock into a number of shares of Common Stock at a ratio of greater that one-for-one, holders of our Common Stock would be subject
to dilution that may be significant.
The
Board does not intend to use any of the shares that will be available after implementation of the Authorized Common Stock Share
Increase as a part of or a first step in a “going private” transaction pursuant to Rule 13e-3under the Securities
Exchange Act of 1934, as amended. Moreover, we are currently not engaged in any negotiations or otherwise have no specific plans
to use the additional authorized shares for any acquisition, merger or consolidation or other purposes, as discussed in the last
paragraph under “GENERAL” above.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The
following table lists the number of shares of Common Stock of our Company as of May 10, 2019 that are beneficially owned by (i)
each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each
officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership
of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to
be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the
voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person
is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within
sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities,
and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest.
Except as noted below, each person has sole voting and investment power.
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Name of Beneficial Owner (1)
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Common Stock Beneficially Owned (2)
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Percentage of Common Stock Owned (2)
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Shares of Series B Preferred Stock Held (3)
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Percentage of Series B Preferred Held
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Number and Percentage of Total Voting Shares (3)
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Timothy Vance
CEO and Chairman
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20,190,000
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12.94
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%
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10,000
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100
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%
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99,748,588 or 63.94
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%
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Gary Woerz, CFO and Director
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17,700,000
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11.35
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%
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0
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0
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%
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17,700,000 or 11.35
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%
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John Schafer, Director
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1,000,000
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0.64
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%
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0
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0
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%
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1,000,000 or 0.64
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%
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Director and Officer (3 person)
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38,890,000
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24.93
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%
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10,000
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100
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%
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118,448,588 or 75.93
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%
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(1)
Unless otherwise noted, the address of each beneficial owner is c/o Data Call Technologies, Inc. 700 South Friendswood Drive,
Suite E Friendswood, TX 77546.
(2)
Applicable percentage ownership is based on 155,997,103 shares of Common Stock outstanding as of May 10, 2019. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of April
26, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage
of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other
person.
(3)
The 10,0000 shares of Series B Preferred Shares, all of which are held of record and beneficially by Mr. Vance, our CEO and Chairman,
have the right to vote in the aggregate, on all shareholder matters votes equal to 51% of the total shareholder vote on any and
all shareholder matters. The Series B Preferred Stock will be entitled to this 51% voting right, representing at present 79,558,523
votes based on the 155,997,103 shares of Common Stock outstanding, no matter how many shares of Common Stock or other voting stock
of Data Call Technologies stock areissued and outstanding in the future.
As
of May 10, 2019, there were issued and outstanding (i) 155,997,103 shares of our Common Stock, and (ii) 10,000 shares of our Series
B Preferred with 79,558,522 votes. The 10,000 shares of Series B Preferred Stock are held by Mr. Vance, the Company’s CEO
and Chairman.
ADDITIONAL
INFORMATION
The
Company is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE 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”).
We
will also provide without charge, to each person to whom a proxy/information statement is delivered, upon written or oral request
of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy
of any and all of the information that has been incorporated by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information
that the proxy statement incorporates). Such requests should be directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the date on which definitive copies of the proxy statement are
sent or given to security holders, up to the date of responding to the request.
By
order of the Board of Directors of
Data
Call Technologies, Inc.
700
South Friendswood Drive, Suite E
Friendswood,
TX 77546
(866)
219-2025
Date:
May 10, 2019
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By:
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/s/
Timothy E. Vance
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Timothy
E. Vance, Chief Executive Officer
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Exhibit
A.1
JOINT
WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY CONSENTING STOCKHOLDERS
OF
DATA CALL TECHNOLOGIES, INC.
The
undersigned, being the members of the board of directors of Data Call Technologies, Inc., a Nevada corporation (the “Corporation”),
together with the written consent of the holders of a majority of the outstanding shares of the Corporation’s Common Stock,
par value $0.001 (the “Common Stock”) and the Corporations Series B Preferred Stock, par value $0.001 (the “Preferred
Stock”), acting pursuant to the authority granted by NRS 78.320 of the Nevada Corporation Law and the by-laws of the Corporation,
do hereby adopt the following resolutions, which resolutions have been approved by the written consent of the holders of a majority
of the Corporation’s outstanding shares of Common Stock (the “Majority Consenting Stockholders”) as of this
26th day of April 2019.
AMENDMENT
TO THE CORPORATION’S ARTICLE OF INCORPORATION
WHEREAS
, the undersigned members of the Corporation’s Board of Directors and Majority Consenting Stockholders have determined,
after reviewing the capital structure of the Corporation, including the number of authorized, currently issued and outstanding
shares of Common Stock and the shares of Common Stock available for future issuance, to amend the Articles of Incorporation to
increase the number of authorized shares of Common Stock, as set forth below:
NOW,
THEREFORE, BE IT RESOLVED
, that the Articles of Incorporation of this Corporation be amended by changing Article Fourth so
that, as amended, said Article Fourth shall be and read as follows:
Fourth:
The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be five hundred million
(500,000,000) shares, of which four hundred ninety million (490,000,000) shares shall be common stock, par value $0.001 per share
(the “Common Stock”) and ten million (10,000,000) shares shall be preferred stock, par value $.001 per share (the
“Preferred Stock”).
FURTHER
RESOLVED
, that, subject to the foregoing, any officer of the Corporation, be and hereby is authorized, empowered and directed,
for and on behalf of the Corporation, to take such further action and execute and deliver any additional instruments, Articles,
filings or other documents and to take any additional steps as any such officer deems necessary or appropriate to effectuate the
purposes of the foregoing resolution;
FURTHER
RESOLVED
, that any action or actions heretofore taken by any officer of the Corporation for and on behalf of the Corporation
in connection with the foregoing resolutions are hereby ratified and approved as the actions of the Corporation.
FURTHER
RESOLVED
, that this Joint Written Consent of the Board of Directors and Majority Consenting Stockholders shall be added to
the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force
and effect as if adopted at a meeting duly noticed and held by the Board of Directors and the consenting stockholder of this Corporation.
This Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto
had executed the same document. All counterparts shall be construed together and shall constitute a single Joint Written Consent.
FURTHER
RESOLVED
, that the undersigned, constituting the entire Board of Directors and the Majority Consenting Stockholders of the
Corporation, hereby take the following actions without the formality of convening a Meeting of Stockholders in accordance with
NRS 78.320 of the Nevada Corporation Law, as amended, with the same effect as if such actions were taken pursuant to resolutions
presented to and adopted by the Holders of the Majority of Shares Entitled to Vote thereof (the Majority Consenting Stockholders),
and thereby direct that this Joint Written Consent of the Board of Directors and Majority Consenting Stockholders be filed with
the minutes of the meetings of the Corporation.
DATA
CALL TECHNOLOGIES, INC.
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By
its Board of Directors:
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/s/
Timothy E. Vance, Director
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/s/
Gary D. Woerz, Director
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/s/
John Schafer, Director
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Dated:
April 26, 2019
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Name
of Majority Consenting Stockholders
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Number
of Voting Shares
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/s/
Timothy Vance
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99,748,522
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Total
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99,748,522
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Percent
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63.94
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Dated:
April 26, 2019
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