UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14C
(RULE
14c-101)
SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT PURSUANT TO SECTION 14 (C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the
appropriate box:
|
o
|
Preliminary
Information Statement
|
|
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
|
|
|
x
|
Definitive
Information Statement
|
PAW
SPA, INC.
(Name of
Registrant As Specified In Charter)
______________________________
Payment
of Filing Fee (Check the appropriate box):
|
x
|
No
fee required.
|
|
|
|
||
|
o
|
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:
|
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
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:
|
1921
Denver West Court, Suite 2022
Golden,
Colorado 80401
To the
Shareholders:
The
purpose of this Information Statement is to inform the holders of record, as of
the close of business on April 24, 2009 (the “Record Date”), of shares of the
common stock with voting power of Paw Spa, Inc., a Nevada corporation (the
“Company”), that our Board of Directors and a majority shareholder of
approximately 86.84% of our common stock with voting power as of the Record Date
have giving written consent as of April 24, 2009, to approve the
following:
To amend
the Company’s Articles of Incorporation to change the Company’s name to “Iconic
Brands, Inc.”
These
actions were approved on April 24, 2009, by our Board of Directors and a
shareholder who holds a majority of our issued and outstanding voting
securities. We anticipate an effective date of May 25, 2009, or as
soon thereafter as practicable in accordance applicable law, including the
Nevada General Corporation Law (“NGCL”).
WE ARE
NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
No action
is required by you. The accompanying information statement is furnished only to
inform our shareholders of the actions described above before they take place in
accordance with the NGCL and Rule 14c of the Securities Exchange Act of 1934, as
amended. This Information Statement is first mailed to you on or about May 5,
2009.
Please
feel free to call us at (303) 278-0207 should you have any questions on the
enclosed Information Statement.
|
Date:
May 5, 2009
|
For
the Board of Directors of
PAW
SPA, INC.
|
|
|
By:
|
/s/ Edd
Cockerill
|
|
|
Edd
Cockerill
|
||
|
Chief
Executive Officer and
Director
|
||
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
PAW
SPA, INC.
1921
Denver West Court, Suite 2022
Golden,
Colorado 80401
INFORMATION
STATEMENT
(Definitive)
May 5,
2009
GENERAL
INFORMATION
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 “Stockholders”) of
the common stock, par value $.00001 per share (the “Common Stock”), of Paw Spa,
Inc., a Nevada Corporation (the “Company”), to notify such Stockholders that on
or about April 24, 2009, the Company received written consents in lieu of a
meeting of Stockholders from one holder of 5,000,000 shares representing
approximately 86.84% of the total 5,757,900 issued and outstanding shares of
voting stock of the Company (the “Majority Stockholder”) to amend our Articles
of Incorporation to change our corporate name to “Iconic Brands, Inc.” (the
“Name Change”). Accordingly, your consent is not required and is not being
solicited in connection with the approval.
On April
24, the Board approved the above actions, subject to approval by the
Stockholders.
We are
not aware of any substantial interest, direct or indirect, by security holders
or otherwise, that is in opposition to matters of action taken. In addition,
pursuant to the laws of Nevada, the actions taken by majority written consent in
lieu of a special shareholder meeting do not create appraisal or dissenters’
rights.
Our board
of directors determined to pursue shareholder action by majority written consent
presented by our outstanding shares of stock entitled to vote in an effort to
reduce the costs and management time required to hold a special meeting of
shareholders and to implement the above action to our shareholders in a timely
manner.
The above
actions will become effective 20 days following the filing of
the Definitive Information Statement, or as soon thereafter as is
practicable.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
OUTSTANDING
VOTING SECURITIES OF THE COMPANY
As of the
date of the consent by the Majority Stockholder, on April 24, 2009, the Company
had 5,757,900 shares of Common Stock issued and outstanding, and there were
no shares of Preferred Stock issued and outstanding. Each share of outstanding
Common Stock is entitled to one vote on matters submitted for Stockholder
approval.
On April
24, 2009, the holder of 5,000,000 shares (or approximately 86.84% of the
5,757,900 shares of Common Stock then outstanding) executed and delivered
to the Company a written consent approving the actions. As the actions
were approved by the Majority Stockholder, no proxies are being solicited
with this Information Statement.
The NGCL
provides in substance that unless the Company’s Articles provides otherwise,
Stockholders may take action without a meeting of stockholders and without prior
notice if a consent or consents in writing, setting forth the action so taken,
is signed by the Stockholders having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which all
shares entitled to vote thereon were present.
INFORMATION
ON CONSENTING STOCKHOLDERS
Pursuant
to the Company’s Bylaws and the NGCL, a vote by the holders of at least a
majority of the voting shares is required to effect the action described
herein. As of the Record Date, the Company had 5,757,900 voting
shares issued and outstanding and entitled to vote, which for voting purposes
are entitled to one vote per share. The consenting Majority Stockholder is the
record and beneficial owners of a total of 5,000,000 shares of the Company’s
common stock, which represents approximately 86.84% of the total number of
voting shares. The consenting Majority Stockholder voted in favor of the actions
described herein in a written consent, dated April 24, 2009. No consideration
was paid for the consent. The consenting stockholder’ name, affiliation with the
Company and beneficial holdings are as follows:
|
Voting
Shareholders
|
Affiliation
|
Number
of Voting Shares
|
Percentage
of Voting Shares
|
|
Edd
Cockerill
|
President
& Chairman of the Board of Directors
|
5,000,000
|
86.84%
|
|
Total
|
5,000,000
|
86.84%
|
|
ACTION:
TO CHANGE THE COMPANY’S NAME TO “ICONIC BRANDS, INC.”
On April
24, 2009, our Board of Directors approved, subject to receiving the approval of
the holder of a majority of our outstanding capital stock, an amendment and
restatement of our Articles of Incorporation (the “Restated Articles”), to
change our name to “Iconic Brands, Inc.” to more accurately reflect our business
operations. The Majority Stockholder approved the Restated Articles pursuant to
a written consent dated as of April 24, 2009. The proposed Restated Articles is
attached hereto as Appendix A. The Restated
Articles effecting the name change will become effective following filing with
the Secretary of State of the State of Nevada, which will occur promptly
following the 20th day after the mailing of this Information Statement to our
stockholders as of the Record Date.
The
Restated Articles have been adopted to facilitate and effectuate a certain
proposed merger transaction (the “Merger Transaction”) which is described as
follows.
On
February 16, 2008, we entered into a binding letter of intent (“LOI”) with
Harbrew Imports Ltd. (“Harbrew”). Pursuant to the LOI, we will merge
with Harbrew and Harbrew’s business will become our main operations. Harbrew is
in the business of
importing and wholesaling Spirits, Wine and Beer to distributors on a national
basis and to retail licensees both on and off premise in New York, through a
wholesale license.
Following
the intended change of control of our Company and proposed reverse acquisition
of Harbrew effected by the Merger Transaction, our Board of Directors has
determined that the change of our name to “Iconic Brands, Inc.” is in the best
interest of our stockholders and will more accurately reflect, and allow us to
engage in, our new business operations as described above and on the Form 8-k
filed on February 25, 2009.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following information table sets forth certain information regarding the Common
Stock owned on April 24, 2009 by (i) each person who is known by the Company to
own beneficially more than 5% of its outstanding Common Stock, (ii) each
director and officer, and (iii) all officers and directors as a
group:
|
Names
and Address (1)
|
Shares
Owned
Number
|
Percentage (2)
|
|
Edd
Cockerill
|
5,000,000
|
86.84%
|
|
All
Directors and Officers as a Group (1 person)
|
5,000,000
|
86.84%
|
|
(1)
|
The
person named in this table has sole voting and investment power with
respect to all shares of common stock reflected as beneficially
owned.
|
|
(2)
|
Based
on 5,757,900 shares of common stock outstanding as of April 24,
2009.
|
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly
reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and
Exchange Commission (the “Commission”). Reports and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
DC 20549. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
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”).
NO
DISSENTER’S RIGHTS
The
Stockholders have no right under the Nevada General Corporation Law, the
Articles consistent with above or by-laws to dissent from any of the provisions
adopted in the Amendments.
EFFECTIVE
DATE
Pursuant
to Rule 14c-2 under the Exchange Act, the above actions shall not be effective
until a date at least twenty (20) days after the date on which the Definitive
Information Statement has been mailed to the Stockholders. The Company
anticipates that the actions contemplated hereby will be effected on or about
the close of business on May 25, 2009.
MISCELLANEOUS
MATTERS
The
entire cost of furnishing this Information Statement will be borne by the
Company. The Company 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.
The Board of Directors has fixed the close of business on May 25, 2009, as the
record date (the “Record Date”) for the determination of Stockholders who are
entitled to receive this Information Statement.
You are
being provided with this Information Statement pursuant to Section 14C of the
Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance
therewith, the above actions will not become effective until at least 20
calendar days after the mailing of the Definitive Information
Statement.
This
Information Statement is being mailed on or about May 5, 2009 to all
Stockholders of record as of the Record Date.
CONCLUSION
As a
matter of regulatory compliance, we are sending you this Information Statement
which describes the purpose and effect of the above actions. Your
consent to the above action is not required and is not being solicited in
connection with this action. This Information Statement is intended
to provide our stockholders information required by the rules and regulations of
the Securities Exchange Act of 1934.
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES
ONLY.
|
Date:
May 5, 2009
|
For
the Board of Directors of
PAW
SPA, INC.
|
|
|
By:
|
/s/ Edd
Cockerill
|
|
|
Edd
Cockerill
|
||
|
Chief
Executive Officer and
Director
|
||
EXHIBIT
1
 |
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4069
(775)
684-5708
Website:
secretaryofstate.biz
|
|
Certificate of
Amendment
(PURSUANT
TO NRS 78.385 AND 78.390)
|
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE FOR OFFICE USE
ONLY
|
Certificate of Amendment
to Articles of Incorporation
For Nevada Profit
Corporation
Pursuant to NRS 78.385 and 78.390 - (After issuance of
Stock)
| 1. Name of the corporation: |
| Paw Spa, Inc. |
| 2. The articles have been amended as follows (provide article number if available): |
|
The Board of
Directors has authorized and approved the corporation changing its name to
ICONIC BRANDS, INC.
|
|
3. The vote by which
the stockholders holding shares in the corporation entitling them to
exercise at least a majority of the voting power or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series , or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment
is: 86.84%
or 5,000,000 shares
|
| 4. Effective date of filing (optional): |
| 5. Officer signature (required): X /s/ |
| *if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. |
IMPORTANT: Failure to include any of the above
information and submit the proper fees ay cause this filing to be
rejected.
This form
must be accompanied by appropriate fees