UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
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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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 |
TRANSGLOBAL MANAGEMENT GROUP, INC.
(Name of Registrant as Specified in Its Charter)
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
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TRANSGLOBAL MANAGEMENT GROUP, INC.
7901 4th Street North, Suite 4887
St. Petersburg, Florida 33702
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
This Information Statement is furnished to the
stockholders of Transglobal Management Group, Inc., a Florida corporation (the “Company”), in connection with actions taken
by our Board of Directors and the holder of a majority of the voting power of our outstanding capital stock to approve an amendment and
restatement of our Articles of Incorporation (the “Restatement”) to increase the Company’s authorized Common Stock from
20,000,000,000 shares to 40,000,000,000 shares. The Restatement was approved by the written consent of our Board of Directors and the
holder of all of our outstanding Series A Preferred Stock on October 6, 2026. We are not asking you for a proxy and you are requested
not to send us a proxy. Following completion of the applicable review process for this preliminary Information Statement, the Company
intends to furnish a definitive Information Statement to its stockholders. In accordance with Rule 14c-2 under the Securities Exchange
Act of 1934, as amended, the corporate action described herein will not be implemented until at least 20 calendar days after the definitive
Information Statement is first sent or given to stockholders. A copy of the Restatement is attached to this Information Statement as Exhibit
A.
RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION
If the Restatement had not been approved by written
consent, it would have been submitted to our stockholders for approval at a special meeting called for that purpose. The elimination of
the need for a special meeting is permitted by Section 607.0704, Florida Statutes, which provides that any action required or permitted
to be taken at a meeting of stockholders may be taken without a meeting if written consents are signed by the holders of not less than
the minimum number of votes that would be necessary to authorize or approve the action at a meeting at which all shares entitled to vote
were present and voted. Pursuant to the Florida Statutes, approval of the Restatement required the affirmative vote of the holders of
a majority of the voting power of our outstanding capital stock entitled to vote thereon. In order to avoid the expense and delay associated
with calling and holding a special meeting, our Board of Directors determined that approving the Restatement by written consent was in
the best interests of the Company and its shareholders. This Information Statement is being furnished to our stockholders solely as notice
of the action taken by written consent.
The record date for purposes of determining the
number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of business
on October 6, 2026 (the “Record Date”). As of the Record Date, we had outstanding:
| (i) | 778,330,828 shares of Common Stock; |
| | | |
| (ii) | 200 shares of Series A Preferred Stock; and |
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| (iii) | 8 shares of Series B Preferred Stock. |
Each share of Common Stock is entitled to one vote.
The 200 outstanding shares of Series A Preferred Stock are entitled, in the aggregate, to 80% of the total voting power of all classes
of capital stock entitled to vote, determined on a fully diluted basis in accordance with the terms of the Series A Preferred Stock. The
Series B Preferred Stock has no voting rights. Accordingly, the written consent delivered by the holder of the Series A Preferred Stock
represented more than the voting power required to approve the Restatement. The transfer agent for our common stock is Pacific Stock Transfer
Company, 6725 Via Austi Pkwy #300, Las Vegas, NV 89119.
NO MEETING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes in connection with
the Restatement. The holder who executed the written consent approving the Restatement possesses sufficient voting power to approve the
Restatement without the approval of any other stockholders. Accordingly, no meeting of stockholders is required, and no additional votes
will be solicited in connection with the Restatement.
RESTATEMENT OF ARTICLES OF INCORPORATION
We are amending and restating our Articles of Incorporation
to increase the Company’s authorized Common Stock from 20,000,000,000 shares to 40,000,000,000 shares. The Restatement also incorporates
the Company’s Series B Preferred Stock, consisting of eight (8) of the Company’s 40,000,000 authorized shares of Preferred
Stock, which was designated by Articles of Amendment effective October 6, 2026. No other substantive changes are being made to the Company’s
Articles of Incorporation.
The 8 outstanding shares of Series B Preferred
Stock (i) have no voting rights; (ii) are convertible, at the option of the holder, into one-half of one percent (0.5%) of the issued
and outstanding Common Stock per share, calculated immediately after giving effect to the conversion, or four percent (4%) in the aggregate;
(iii) are not subject to adjustment for reverse stock splits or other stock consolidations; and (iv) participate in dividends and liquidation
distributions on an as-converted basis. Upon conversion, the Series B Preferred Stock will dilute the percentage ownership of holders
of Common Stock by up to four percent (4%) in the aggregate. The Restatement will not otherwise alter the rights, preferences or privileges
of the Company’s outstanding Common Stock or Series A Preferred Stock. A copy of the Restatement is attached to this Information
Statement as Exhibit A for your reference.
PURPOSE AND EFFECT OF THE INCREASE IN AUTHORIZED COMMON STOCK
The Board of Directors believes that increasing
the number of authorized shares of Common Stock will provide the Company with additional flexibility to issue Common Stock from time to
time for corporate purposes without the expense and delay of seeking stockholder approval for each issuance, except when stockholder approval
is otherwise required by applicable law, regulation, the rules of any market on which the Common Stock may then be quoted or listed, or
the Company’s governing documents. Such corporate purposes may include raising capital, acquisitions or strategic transactions,
settlement or conversion of indebtedness or other obligations, equity compensation, stock dividends or other distributions, and other
general corporate purposes.
The additional authorized shares will have the
same rights and privileges as the presently authorized shares of Common Stock. Holders of Common Stock do not have preemptive rights and
therefore may not have a right to purchase additional shares in order to maintain their proportionate ownership interests. Future issuances
of Common Stock may dilute the voting power and percentage ownership of existing stockholders and, depending on the consideration received
and the terms of an issuance, may also dilute earnings per share or book value per share.
PLANS, ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR ORAL,
WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON STOCK
The Company may issue authorized shares of Common
Stock from time to time for one or more of the corporate purposes described above. Except for transactions, obligations or arrangements
previously disclosed in the Company’s reports filed with the Securities and Exchange Commission, and the shares of Common Stock
issuable upon conversion of the Series B Preferred Stock, the Company does not presently have any specific agreement, arrangement or understanding
that requires the issuance of the newly authorized shares resulting from the Restatement. The Board of Directors may authorize future
issuances without further stockholder approval except to the extent such approval is required by applicable law, regulation, market rules
or the Company’s governing documents. Any material issuance will be disclosed as required by the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.
The following table sets forth
the beneficial ownership of each of our directors and executive officers, each person known to us to beneficially own more than 5% of
the outstanding shares of our Common Stock, and our executive officers and directors as a group, as of October 6, 2026. Beneficial ownership
is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise
indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power. Our principal executive
office is 7901 4th Street North, Suite 4887, St. Petersburg, FL 33702. As of October 6, 2026, we had 778,330,828 shares of Common Stock
issued and outstanding, 200 shares of Series A Preferred Stock outstanding and 8 shares of Series B Preferred Stock outstanding. Each
share of Common Stock is entitled to one vote. The Series A Preferred Stock in the aggregate is entitled to 80% of the voting power of
all classes of capital stock entitled to vote on a fully diluted basis. The Series B Preferred Stock has no voting rights. The following
table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) by all of our officers and directors
as a group, and (iii) by each person known to us to beneficially own more than 5% of our Common Stock or any shares of our voting Preferred
Stock.
Name(1) | |
Shares of
Common
Stock Beneficially
Owned | | |
Percent of Class | | |
Shares of
Series A Preferred
Stock
Beneficially
Owned(2) | | |
Percent of Class | | |
Other Beneficial Ownership | | |
Total | | |
Voting Percentage for all Classes (fully-diluted) | |
| Marc Angell(3) | |
| 32,430,451 | | |
| 4.0% | | |
| 200 | | |
| 100.0% | | |
| – | | |
| 200 | | |
| 80.0% | |
| Kelly L. Kirchhoff (4) | |
| – | | |
| * | | |
| – | | |
| * | | |
| – | | |
| – | | |
| * | |
| All directors and executive officers as a group (2 persons) | |
| 32,430,451 | | |
| 4.0% | | |
| 200 | | |
| 100% | | |
| – | | |
| 200 | | |
| 80.0% | |
__________________
* Indicates less than 1%
| (1) |
Except as otherwise indicated, the address of each officer and director is c/o Transglobal Management Group, Inc., 7901 4th Street North,
Suite 4887, St. Petersburg, FL 33702. |
| (2) |
Shares of our Series A Preferred Stock are not convertible into Common Stock and are entitled, in the aggregate, to 80% of the total
voting power of all classes of capital stock entitled to vote, determined on a fully diluted basis in accordance with the terms of the
Series A Preferred Stock. |
| (3) |
Marc Angell is the record owner of all 200 outstanding shares of Series A Preferred Stock, representing 100% of the outstanding Series
A Preferred Stock and 80% of the aggregate voting power of the Company on a fully diluted basis. Mr. Angell is also the holder of all
8 outstanding shares of Series B Preferred Stock, which have no voting rights and are convertible at his option, in the aggregate, into
four percent (4%) of the Company’s outstanding Common Stock, as described under “Restatement of Articles of Incorporation.”
The Common Stock shown for Mr. Angell represents the 32,430,451 shares issuable upon conversion of the Series B Preferred Stock, based
on 778,330,828 shares of Common Stock outstanding. |
| (4) |
Kelly L.
Kirchhoff owns no shares of Series A Preferred Stock. |
NO DISSENTER’S RIGHTS
Under the Florida Business Corporation Act, stockholders
are not entitled to dissenter’s rights of appraisal with respect to the restatement of our Articles of Incorporation.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested us to include
any additional proposals in this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
Marc Angell, our Chief Executive Officer, a director
and the holder of all outstanding Series A Preferred Stock, has a substantial interest in the Restatement because he holds all 8 outstanding
shares of Series B Preferred Stock, which are convertible into Common Stock. Other than as described above, no officer or director has
any substantial interest in the matters acted upon by our Board and shareholders, other than his or her role as an officer or director.
No director has informed us that he or she intends to oppose the Restatement.
ADDITIONAL INFORMATION
We file annual, quarterly and current reports,
proxy and information statements, and other information with the Securities and Exchange Commission (the “SEC”) pursuant to
the Securities Exchange Act of 1934, as amended. Our SEC filings are available to the public, free of charge, through the SEC’s
Internet website at www.sec.gov.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered
to multiple security holders sharing an address unless we received contrary instructions from one or more of the security holders. We
shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address
to which a single copy of the document was delivered. A security holder can notify us that the security holder wishes to receive a separate
copy of the Information Statement by sending a written request to us at 7901 4th Street North, Suite 4887, St. Petersburg, FL 33702, or
by calling us at (800) 351-3021. A security holder may utilize the same address and telephone number to request either separate copies
or a single copy for a single address for all future information statements and proxy statements, if any, and annual reports of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marc Angell
Marc Angell
Chief Executive Officer
October 6,
2026
