Stargaze Holds Annual Meeting of Shareholders

Rhea-AI Summary

Stargaze Entertainment Group (OTC: STGZ) held its Annual Meeting of Shareholders on February 7, 2025, announcing several key developments. The company elected three directors to its Board: Stuart Alexander (founder and entertainment professional), Steve Mandell (appointed as CEO), and Antonio Dutra (successful entrepreneur).

Shareholders approved amendments to the company's Articles of Incorporation, including: relocating the principal office to Chicago, increasing authorized shares to 1 billion (990M common, 10M preferred), and modifying shareholder voting procedures.

A significant development was the approval and completion of the Scenebot asset acquisition, where Stargaze issued 250 million common shares in exchange for Scenebot's assets. This acquisition supports the development of the Stargaze Stage app, a talent discovery platform. The company also changed its fiscal year-end from November 30 to December 31.

Positive

• Completed acquisition of Scenebot's assets, including its technology and intellectual property
• Increased share authorization to 1 billion shares, providing flexibility for future growth
• Appointed experienced leadership team with proven track records in entertainment and business

Negative

• Significant shareholder dilution through issuance of 250 million new common shares for Scenebot acquisition

LOS ANGELES, Feb. 12, 2025 (GLOBE NEWSWIRE) -- Stargaze Entertainment Group Inc. (“Stargaze” or the “Company”) (OTC: STGZ), a content creation and social platform designed to redefine talent discovery, today announced the results of its Annual Meeting of Shareholders held on February 7, 2025.

Board of Directors

The shareholders elected the following individuals to serve as directors on the Board of Directors of Stargaze until the next annual meeting of shareholders or until their successors are duly elected:

Stuart Alexander, Founder, Director — Alexander is an accomplished entertainment professional with experience as an actor, screenwriter, director, and producer. Alexander sold his first script, “King’s Ransom,” to Disney and directed films for Lifetime. He co-founded Scenebot Inc. with Krisha Bullock, helping launch over 1,000 careers by connecting talent with top industry professionals. He is also the author of the novel “My Next Life.”

Steve Mandell, Director — Mandell is a seasoned attorney, entrepreneur, and strategic business leader renowned for his exceptional negotiation skills, resourcefulness, and ability to foster collaboration. Mandell has built a reputation for guiding high-profile clients through complex legal and business landscapes. With extensive expertise in business transactions, sports and entertainment, licensing, and brand marketing, Mandell has served as a trusted advisor to companies such as Events.com, Pure Green juice brands, and global sports leagues, helping them unlock growth opportunities and foster strategic partnerships. Additionally, his work with an original Shark from Shark Tank on high-impact deals highlights his ability to deliver innovative, results-driven counsel to clients across a wide range of industries. As a visionary innovator, Mandell demonstrates a unique ability to leverage technology and creative thinking to transform industries across entertainment, sports, retail, and health and wellness. He invented Virtual Tryout, a groundbreaking platform that modernized how coaches reviewed and evaluated athletes online and is a former owner of a board game company, which he procured and negotiated licensing agreements featuring marquee brands such as the NFL, MLB, and Caesars Entertainment. Mandell is also a director on Stargaze’s Board of Directors. Mandell will also serve as Stargaze’s Chief Executive Officer.

Antonio Dutra, Founder, Director — Mr. Dutra founded Nova Cheese in his parents’ garage in 1986 and laid the groundwork for a revolution in the goat cheese industry. He then acquired Woolwich Dairy Inc. in 1988 for $350,000 and transformed it into a $100 million annual sales giant. In 2015, Dutra sold Woolwich Dairy to Montreal-based Saputo, for over $80 million. Antonio now applies his entrepreneurial mindset to new ventures including founding 6Link Venture Collective. Mr. Dutra has served as President of the Manufacturing Association, Chair of Government Services, Director for the Greater Dufferin Area Chamber of Commerce, Director for the Ontario Chamber of Commerce, as well, he served on the Planning and Zoning Committee for Dufferin County and worked with non-profit organizations.
Amended and Restated Articles of Incorporation

The shareholders approved an amendment and restatement of Stargaze’s Articles of Incorporation to accomplish the following:

1. Change the principal executive office of Stargaze to 333 North Green Street, 8th Floor, Chicago, Illinois 60607;
   
2. Change the total number of shares which Stargaze is authorized to issue to 1,000,000,000, consisting of 990,000,000 shares of common stock and 10,000,000 shares of preferred stock, with 2,500,000 shares of Preferred Stock designated as Series A Preferred Stock and the remainder subject to designation from time to time by the Board of Directors; and
   
3. To allow any action to be taken at any annual or special meeting of shareholders to be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of at least majority of the total votes of the outstanding shares entitled to vote on such action.
   

Acquisition of Scenebot Assets

The shareholders approved entering into an Asset Transfer Agreement with Scenebot, Inc., a California corporation, pursuant to which Scenebot will transfer and assign all of its assets, including but not limited to all tangible and intangible assets, contracts, accounts receivables, and intellectual property but excluding Scenebot’s shares of Stargaze, to Stargaze in exchange for Stargaze issuing 250,000,000 shares of its common stock to the shareholders of Scenebot.

The acquisition of the Scenebot assets is necessary to pursue Stargaze’s business plan which is further developing and marketing the Stargaze Stage app and entertainment events. Originally launched as Scenebot Stage in 2016, the app leverages the popularity of talent competitions by creating a user-friendly platform so that fans, casual viewers, and entertainment industry professionals can view and discover new entertainment talent, while providing a safe and open space for our users to showcase their talent. Stargaze Stage goes beyond the standard social media platform as it not only provides social entertainment but empowers the user to monetize their talent both on and off the app.

Upon the conclusion of the Meeting, the Asset Transfer Agreement was fully executed and the acquisition of Scenebot’s assets completed.

Change of Fiscal Year End

Stargaze’s fiscal year end was changed from November 30 to December 31 to make financial statements and financial results easier to understand.

For more information about Stargaze, visit www.stargazestage.com.

About Stargaze

Stargaze is a next-generation content creation and social platform revolutionizing talent discovery. Originally launched in 2016 as Scenebot Stage, Stargaze bridges the gap between aspiring entertainers, industry professionals, and new audiences, offering a transparent and accessible path to break into entertainment. With nearly 1,000 career breakthroughs across film, television, stage, and music, the platform is a proven launchpad for emerging talent. As technology reshapes how entertainment is created and consumed, Stargaze is poised to lead the way with the anticipated full relaunch of its app in spring 2025. The revamped platform will feature new tools designed to help creators turn their passions into real opportunities. Stargaze aims to redefine how talent is discovered and supported in today’s digital-first landscape.

For more information, visit www.stargazestage.com.

Investor and Media Contact:

Gateway Group, Inc.
949.574.3860
STGZ@gateway-grp.com

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

This document contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements verbally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expect,” “anticipate,” “contemplate,” “estimate,” “believe,” “plan,” “projected,” “predict,” “potential,” or “hope” or the negative of these or similar terms. This document specifically contains forward-looking statements regarding new board members and their impact on our ability to execute our business plans, as well as the development and relaunch of our app. In evaluating these forward-looking statements, you should consider various factors, including: our ability to keep pace with new technology and changing market needs; our ability to finance our intended development; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.

FAQ

What assets did Stargaze (STGZ) acquire from Scenebot in February 2025?

Stargaze acquired all of Scenebot's tangible and intangible assets, contracts, accounts receivables, and intellectual property in exchange for 250 million shares of STGZ common stock.

How many shares is Stargaze (STGZ) now authorized to issue after the 2025 amendment?

Stargaze is now authorized to issue 1 billion shares, consisting of 990 million common shares and 10 million preferred shares.

When did Stargaze (STGZ) change its fiscal year-end in 2025?

Stargaze changed its fiscal year-end from November 30 to December 31 to make financial statements and results easier to understand.

Who was appointed as CEO of Stargaze (STGZ) at the February 2025 shareholder meeting?

Steve Mandell, who also serves as a Director, was appointed as Stargaze's Chief Executive Officer.

What is the new principal office location for Stargaze (STGZ)?

The principal executive office was changed to 333 North Green Street, 8th Floor, Chicago, Illinois 60607.