UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

(Rule 14C-101)

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

REST EZ, Inc

(Name of Registrant as specified in Its Charter)

Payment of filing fee (check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

☐ 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.

REST EZ INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

HELD BY MAJORITY WRITTEN CONSENT

TO ALL STOCKHOLDERS OF REST EZ INC

NOTICE IS HEREBY GIVEN to you as a stockholder of record of REST EZ Inc., a Wyoming corporation (the “Company”), that a Majority Written Consent in Lieu of an Annual Meeting of Stockholders (the “Written Consent”) has been executed to be effective 20 days from the date of mailing this Information Statement to you.

Because execution of the Written Consent was assured, our Board of Directors believes it would not be in the best interests of our company and its stockholders to incur the costs of holding an annual meeting or of soliciting proxies or consents from additional stockholders in connection with these actions. Based on the foregoing, our Board of Directors has determined not to call an Annual Meeting of Stockholders.

The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of common stock held of record by them.

The Board of Directors has fixed the close of business on October 18, 2023, as the record date (the “Record Date”) for the determination of stockholders who are entitled to receive this Information Statement. This Information Statement is being mailed on or about September 29, 2023, to all stockholders of record as of the Record Date. Under Wyoming law, stockholders are not entitled to dissenter’s rights of appraisal with respect to any of the matters being authorized herein.

The purpose of this Information Statement is to inform the holders of record, as of 5:00 p.m., Mountain time, October 18, 2023 (the “Record Date”) of the common stock, $0.001 par value per share (the “Common Stock”), of REST EZ INC., a Wyoming corporation (the “Company”) pursuant to Section 14C of the Exchange Act of 1934, as amended, that our Board of Directors and the holder of 20,000,000 shares of Common Stock, representing approximately 60.00% of the 20,000,000 Million shares of the total issued and outstanding shares of our voting stock (the “Majority Stockholder”) approved the following:

The Written Consent authorizes the following corporate action:

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

REST EZ INC.

1398 West Hollow Mason Drive Riverton Utah 85065

INFORMATION STATEMENT ON SCHEDULE 14C

WE ARE NOT ASKING YOU FOR A

PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is being furnished to the stockholders of REST EZ INC., a Wyoming corporation (the “Company,” “we” or “us”), to advise them of the corporate actions that have been authorized by written consent of the Company’s stockholders, who collectively own 60% of the Company’s sole class of outstanding capital stock as of the record date (the “Record Date”). These actions are being taken without notice, meetings or votes in accordance with the General Corporation Law of the Wyoming Revised Statutes (“NRS”), Sections W.S. 17-16-1003 and 17-16-1005. This Information Statement is being mailed to the stockholders of the Company, as of the Record Date, on October 18, 2023.

On September 15, 2023, stockholders holding 20,000,000 Million shares, or approximately 60.00%, of our issued and outstanding Common Stock consented in writing to

No Vote Required

We are not soliciting consents to approve (1) 3 million preferred Shares to be issued at a 3 to 1 Conversion Rate. (2) 1000 For 1 Reverse Split, Wyoming law permits the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the Shareholder holder the majority of shares of its Common Stock sign and deliver a written consent to the action to the Company.

Voting

Section 6 of the company’s Bylaws provides the number of votes to which each class of voting securities is entitled.

(a)    Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of Directors, to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereat.

(b)    Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat shall be entitled to one (1) vote for each share of stock registered in his name on the books of the Corporation.

Cost of this Information Statement

The entire cost of furnishing this Information Statement will be borne by the company. We will request brokerage houses, nominees, custodians, fiduciaries, and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held of record by them.

House Holding of Stockholder Materials

In some instances, we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If requested in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder after approval by the company. Requests by address should be directed to our Chief Executive Officer at 1398 West Hollow Mason Drive Riverton, Utah 85065, (801)300-2542.

OUTSTANDING SHARES AND VOTING RIGHTS

As of the Record Date, our authorized capitalization consisted of 20,000,000 shares of Common Stock, of which 20,000,000 shares were issued and outstanding. Holders of Common Stock have no preemptive rights to acquire or subscribe to any of the additional shares of Common Stock. There are no other issued and outstanding securities of our company entitled to vote in connection with such matters. The company has authorized Preferred Shares at a 3 to 1 Conversion rate, no other shares have been issued.

Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders. However, because stockholder holding at the majority of the voting rights of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing proposals by resolution dated September 28, 2023, and having sufficient voting power to approve such proposals through their ownership of capital stock, no other stockholder consents will be solicited in connection with this Information Statement.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the stockholders. We anticipate that the actions contemplated herein will be affected on or after October 18, 2023.

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

The following table sets forth certain information regarding our shares of outstanding common stock beneficially owned as of the date hereof by (1) each of our directors and executive officers, (2) all directors and executive officers as a group, and (3) each other person who is known by us to own beneficially more than 10% of our common stock based upon 20,000,000 Shares issued of common shares. Unless otherwise noted, each of the persons listed below has sole voting and investment power with respect to the shares indicated as beneficially owned by such person. The Common Stock is the Company’s only class of issued voting securities. As of September 15, 2023, the company had 20,000,000 shares of Common Stock outstanding.

DIRECTOR COMPENSATION

The following Director compensation disclosure reflects all compensation awarded to, earned by, or paid to the Directors below. The following table summarizes all compensation from September 15, 2023.

SUMMARY COMENSATION TABLE

STOCK INCENTIVE PLAN

At present, we do not have a stock incentive plan in place. We have not granted any options to Directors.

ACTIONS TO BE TAKEN: AMENDMENTS TO OUR ARTICLES OF INCORPORATION

This Information Statement contains a summary of the material aspects of the actions approved by our Board of Directors and the holders of the majority shareholder of our outstanding voting Common Stock. On September 15, 2023, our Board of Directors unanimously approved the following amendments to our Articles of Incorporation, and on September 15, 2023, the majority Shareholder holder of the outstanding shares of Common Stock approved the following by written consent in lieu of a meeting of stockholders, in accordance with the provisions of the Wyoming:

The Article of Amendment of Articles of Incorporation, attached hereto as Appendix A, became effective on September 28, 2023, when we filed it with the Secretary of State of Wyoming.

The amendment to our Articles of Incorporation of the Company (1) Issued preferred Shares at 3 to1 Conversion with unanimous written consent of the Majority Shareholder, pursuant to Wyoming Revised Statute Section W.S. 17-16- 1003 through 17-16-1005. The Amendment was filed with, and was approved by, the Secretary of State of Wyoming on September 28, 2023.

The notice to the shareholders of the Modification to the Articles of incorporation, and approval thereof by the office of the Secretary of State of Wyoming, is contained in this Information Statement to be mailed to our stockholders, and which shall become effective in 20 days.

The Board of Directors, by unanimous written consent, approved an amendment to the Company’s Articles of Incorporation to modify the capital structure of the Company.

Prior to the capital restructuring referenced herein, the Articles of Incorporation, the Company had authorized 100,000,000  shares of Common stock, with 20,000,000 Shares issued and outstanding with a par value of $.001 per share.

The Board did not increase the number of authorized shares, with a par value of $.001 per shares. The board did authorize 3 million Preferred shares with a 3 to 1 conversion rate with a par value of $.001 per share.

Pre-Split

Post Split

The Board of Directors and Majority Shareholders have approved an amendment to the Company's Articles of Incorporation with the same par value of $0.001 per share.

The purpose of this proposed amendment of this Reverse Stock Split of the Common Stock for general corporate purposes without the requirement of further action by the stockholders, which may include the seeking of additional equity financing through public or private offerings, or for other general corporate purposes. This will allow the authorized number of shares of our Common Stock to provide us with greater flexibility and allow the Company additional shares of Common Stock in most cases without the expense or delay of seeking further approval from the Majority stockholder. We are always investigating additional sources of financing which the Board of Directors believes will be in our best interests and in the best interests of our stockholders. We do not have any proposals, agreements, arrangements, or understandings to issue any of the newly authorized shares of Common Stock currently.

However, the Board of Directors will have the authority to issue authorized shares of Common Stock without requiring future approval from the stockholders of such issuances, except as may be required by applicable law or exchange regulations.

The company has not issued shares of Common Stock, they will decrease the existing stockholders' percentage equity ownership interests and, depending upon the price at which such shares of Common Stock are issued, could be dilutive to the existing stockholders. Any such issuance of additional shares of Common Stock could have the effect of diluting any earnings per share and book value per share of outstanding shares of our Common Stock.

There, should be no effect to the current shareholders’ shares. This will only enable the Board of Directors to render it more difficult to or discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of present management. The Board of Directors would, unless prohibited by applicable law, have additional shares of Common Stock available to effect transactions (including private placements) in which the number of our outstanding shares will not be increased and would thereby dilute the interest of any party attempting to gain control of our company. Such action, however, could discourage an acquisition of our company, which our stockholders might view as desirable.

3.    EFFECT A 1 FOR 1000 REVERSE STOCK SPLIT OF OUR ISSUED AND OUTSTANDING SHARES OF COMMON STOCK

The Board of Directors approved resolutions to effect a (1) -for- (1000) reverse stock split. Under this reverse stock split, each share of our Common Stock will be converted automatically into 1 share of Common Stock for every 1000 Shares of common Stock.

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY.

PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT

Prior to the reverse stock split, our authorized capital consisted of 100,000,000 shares of Common Stock.

There are approximately 20,000,000 shares of Common Stock outstanding as of the Record Date. The Board of Directors believes that, among other reasons, the number of outstanding shares of our Common Stock has contributed to a lack of investor interest in our Company and has made it difficult to attract new investors and potential business opportunities. The Board of Directors has proposed the reverse stock split as one method to attract business opportunities to our Company.

When a company engages in a reverse stock split, it substitutes a predetermined amount of shares of stock for one share of stock. It does not decrease the market capitalization of the company.

We believe that the reverse stock split could help generate interest in our company among investors and other business opportunities. However, the effect of the reverse stock split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse stock split will fall in proportion to the number of shares of Common Stock outstanding resulting from the reverse stock split. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding.

MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT

The Reverse Stock Split will not affect any of our stockholders, uniformly and will not affect any Stockholder’s percentage ownership interests in our Company or proportionate voting power.

The principal effect of the Reverse Stock Split will be that the number of shares of Common Stock issued and outstanding will be 20,000shares as of October 15, 2023. Authorized Shares will remain at 100,000,000 Shares, with 90,800,000 Million shares ready to be issued when the Company deems necessary.

The Reverse Stock Split will not affect the number of shares of Common Stock authorized for issuance, or the par value of our Common Stock. As a result, on the effective date of the reverse stock split, the stated capital on our balance sheet attributable to our Common Stock will be increased to an appropriate reverse stock amount.

The reverse stock split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. The Common Stock issued pursuant to the Reverse stock split will remain fully paid and non-assessable. Stockholders should recognize that they would own a lower number of shares at a greater value. (a number equal to the number of shares owned immediately prior to the filing of the certificate of amendment reversed by 1000).

While we expect that the reverse split will result in a massive increase in the potential market price of our Common Stock, there can be no assurance that the reverse stock split could decrease the potential market price of our Common Stock that’s not controlled by the company. (Which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common Stock increase, the percentage increase as an absolute number and as a percentage of our overall market capitalization may be less than would pertain in the absence of a reverse stock split. Consequently, there can be no assurance that the reverse stock split will achieve the desired results that have been outlined above.

PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES

Effect on Beneficial Stockholders

Upon the Reverse stock split, the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker, or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, or other nominees will be instructed to affect the Reverse stock split for their beneficial holders holding the Common Stock in “street name.” However, such banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse stock split. Stockholders who hold their shares with such a bank, broker, or other nominee and who have any questions in this regard are encouraged to contact their nominees.

Effect on Registered Certificated Shares, our transfer agent, Colonial Stock Transfer, will act as exchange agent for the purpose of implementing the exchange of stock certificates. We refer to any such person as the “exchange agent.” Holders of pre-split shares are asked to surrender to the exchange agent certificates representing Reverse split shares in exchange for certificate(s) representing post-Reverse split shares in accordance with the procedures set forth in the letter of transmittal which will be provided to our Stockholders.

No new certificates will be issued to a stockholder until that stockholder has surrendered the stockholder's outstanding certificate(s) together with the properly completed and executed letter of transmittal, to the transfer agent.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.

PROCEDURE FOR EFFECTING THE DECREASE IN AUTHORIZED STOCK FOR REVERSE STOCK SPLIT

We filed an Article of Amendment to our Articles of Incorporation with the Secretary of State of Wyoming on September 28, 2023, to amend our existing Articles of Incorporation on or after twenty (20) days following mailing of this Information Statement to the stockholders. The companies reverse stock split will become effective 20 days after mailing the information statement, which is referred to as the “Effective Date.”

Beginning on the Effective Date, each certificate representing pre-Reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-Reverse stock split shares. The text of the Article of Amendment is set forth in Annex A to this Information Statement (subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Wyoming and as the Board of Directors deems necessary and advisable to affect the amendments described above).

Limitation of Liability of all Directors

Pursuant to the Wyoming General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner, he believed to be in our best interests.

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, we believe the Directors and executive officers did comply with all Section 16(a) in the S-1 Registration Statement.

Audit Committee

We do not have an Audit Committee, our board of directors acted as the Company's Audit Committee during the fiscal year ended March 31, 2023, recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors' independence, the financial statements, and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

Our boards of directors have determined that if we were required to have a financial expert and/or an audit committee,

Matthew Broadbent, legal counsel, would be considered an “audit committee financial expert,” as defined by applicable Commission rules and regulations. Based on the definition of “independent” applicable to audit committee members of NASDAQ-traded companies, our board of directors has further determined that Matthew Broadbent is “independent.

Code of Ethics

A code of ethics are standards that are reasonably designed to deter wrongdoing and to promote:

On March 31, 2023, the Company has not adopted a Code of Ethics that applies to the Company's principal executive officer, principal financial officer, and principal accounting officer. Anyone can obtain a copy of the Code of Ethics by contacting the Company at the following address: 1398 West Masson Hollow Circle Riverton Utah 84065. The first such copy will be provided without charge. The Company will post any amendments to the Code of Ethics, as well as any waivers that are required to be disclosed by the rules of either the Securities and Exchange Commission or the National Association of Dealers.

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter. Our board of directors performed some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are continuously updating our operations and have limited resources with which to establish additional committees of our board of directors.

Compensation Committee

Currently, Matthew Broadbent is legal counsel and is the only member of the committee and has performed in his role by reviewing our employment agreements with Brandon Sosa. The board of directors intends to add additional members to the compensation committee and expects it to consist of solely of independent members. Until more members are appointed to the compensation committee, our entire board of directors will review all forms of compensation provided to any new executive officers, directors, consultants, and employees, including stock compensation and options.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2024

The rules of the Securities and Exchange Commission (“SEC”) permit our stockholders, after notice to us, to present proposals for stockholder action in our proxy statement where such proposals are consistent with applicable law, pertain to matters appropriate for stockholder action, and are not properly omitted by our action in accordance with the proxy rules published by the SEC.

Our 2023 annual meeting of stockholders was held on or September 15, 2023, and proxy materials in connection with that meeting were mailed on or about July 1, 2023. Proposals of stockholders that are intended to be presented at our 2024 annual meeting must be received by us no later than February 28, 2024, for them to be included in the proxy statement and form of proxy relating to that meeting.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires that our Officers and Directors and persons who own more than 10% of our common stock, file reports of ownership and changes in ownership with the SEC. Based solely on our review of the SEC’s EDGAR database, copies of such forms received by us, or written representations from certain reporting persons, we believe that during the 2023 fiscal year, all such filing requirements applicable to our Officers, Directors, and greater than 10% beneficial owners were complied with.

MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

In accordance with Rule 14a-3(e)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, one Information Statement may be delivered to two or more stockholders who share an address, unless the Company has received contrary instructions from one or more of the stockholders. The Company will deliver promptly upon written or oral request a separate copy of this Information Statement to a stockholder at a shared address to which a single copy of this Information Statement was delivered. Requests for additional copies of this Information Statement, and requests that in the future separate communications be sent to stockholders who share an address, should be directed to REST EZ INC. Brandon Sosa 1398 West Hollow Mason Drive Riverton Utah 84065.

ANNUAL REPORT

A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, which has been filed with the SEC pursuant to the Exchange Act, will be hereby incorporated by reference into the Information Statement, including the financial statements that are part of our Annual Report.

Our Annual Report on Form 10-K for the fiscal year ended March 31.

Additional copies of this Information Statement and/or the Annual Report, as well as copies of the Quarterly Report may be obtained without charge upon on the Internet at www.sec.gov from the SEC’s EDGAR database.

By Order of the Board of Directors

/s/ Brandon Sosa                    

By: Brandon Sosa, Chairman and Chief Executive Officer

Annex A

Proposed Articles of Amendment to the Articles of Incorporation

FINANCIAL INFORMATION