exinformationstatement.htm


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      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

              


      

       

      IFSA
        STRONGMAN, INC.

       

      (Name
        of Registrant as Specified in Its 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:

              


      

       

       

      IFSA
        STRONGMAN, INC.

      28-32
        Wellington Road, London, United Kingdom NW8 9SP

      London,
        United Kingdom NW8 9SP

       

      DEFINITIVE
        INFORMATION STATEMENT

       

      WE
        ARE NOT ASKING YOU FOR A PROXY,

      AND
        YOU ARE REQUESTED NOT TO SEND US A PROXY.

       

      This
        Information Statement and the Notice provided herein constitute notice, under
        Section 228(e) of the Delaware General Corporation Law, of the majority written
        consent of our stockholders to approve the Reverse Stock Split and the
        Restatement of our Certificate of Incorporation.

       

      INTRODUCTION

       

      This
        Information Statement is furnished to the stockholders of IFSA Strongman,
        Inc.,
        a Delaware corporation, in connection with action taken by our board of
        directors and the holders of a majority in interest of our voting capital
        stock
        to effect a 1-for-10 reverse split of our common stock and a restatement
        of our
        Certificate of Incorporation (“Restatement”) to increase the number of
        authorized shares of our common stock and reduce the par value per
        share.  The foregoing action has been ratified by the written consent
        of the holders of a majority in interest of our voting capital stock, consisting
        of our outstanding common stock, par value $0.001 per share, as well as our
        board of directors, by written consent on October 1, 2007. We anticipate
        that a
        copy of this Definitive Information Statement will be mailed to our shareholders
        as of the date hereof.

       

      The
        reverse split and Restatement was effected as of October 1, 2007, but, under
        federal securities laws, is not effective until at least 20 days after the
        mailing of this Information Statement. We anticipate that the effective date
        for
        the Restatement and reverse split will be on or about October 21,
        2007.

       

      RECORD
        DATE, VOTE REQUIRED AND RELATED INFORMATION

       

      If
        the
        reverse split and Restatement was not adopted by majority written consent,
        it
        would have been required to be considered by our stockholders at a special
        stockholders’ meeting convened for the specific purpose of approving the
        Restatement and the split. The elimination of the need for a special meeting
        of
        stockholders to approve the Restatement and the reverse stock split is made
        possible by Section 228 of the Delaware General Corporation Law (the “DGCL”),
        which 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, may be substituted
        for
        such a special meeting, and provided that notice of such action is provided
        to
        the non-consenting shareholders.. Pursuant to the DGCL, a majority in interest
        of our capital stock entitled to vote thereon is required in order to approve
        the reverse split of our common shares. In order to eliminate the costs and
        management time involved in holding a special meeting, our Board of Directors
        determined that it was in the best interests of all of our shareholders that
        the
        Restatement and the reverse split be adopted by majority written consent
        and
        this Information Statement to be mailed to all stockholders as notice of
        the
        action taken.


      
        
          
          

        

        
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      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 1, 2007 (the “Record Date”). As of the Record Date,
        we had outstanding 40,526,618 shares of common stock.

       

      The
        transfer agent for our common stock is Integrity Stock Transfer
        Company.

       

      REVERSE
        STOCK SPLIT

       

      On
        October 1, 2007, the board of
        directors and the holder of a majority in interest of our voting capital
        stock
        approved a 1-for-10
        reverse split of our common shares (“Reverse Split”).  This approval
        is anticipated to be effective 20 days after this Information Statement has
        been
        distributed to our shareholders.

       

      Our
        board
        of directors believes that the 1-for-10 reverse stock split is advisable
        and in
        the best interests of the Company and its stockholders to allow the Company
        to
        execute new business plan and position itself to raise additional investment
        capital, if needed.

       

      


       

      RESTATEMENT
        OF CERTIFICATE OF INCORPORATION

       

      In
        connection with the Reverse Split, we are amending and restating our Certificate
        of Incorporation in its entirety (hereafter, the “Restatement”).  The
        Restatement will be identical to our existing Certificate of Incorporation
        except that (1) our authorized shares of common stock will be increased from
        10,000,000 shares on a post-Reverse Split basis to 200,000,000 shares and
        (2)
        our par value per share will be decreased from $0.01 on a post-Reverse Split
        basis to $0.001 per share.

       

      These
        changes to our Certificate of Incorporation will not adversely affect
        stockholders but will enable the Company’s board of directors, without further
        authorization from shareholders, to issue up to 200,000,000 shares of common
        stock for consideration deemed adequate in exchange for such
        shares.


      
        
          
          

        

        
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      SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       

      The
        following table sets forth certain information regarding the beneficial
        ownership of our common stock as of October 1, 2007 by (i) each of our
        directors, (ii) each of our executive officers, (iii) each person who is
        known
        by us to own beneficially more than 5% of our common stock and (iv) all
        directors and officers as a group.  Except as otherwise indicated,
        each of the stockholders listed below has sole voting and investment power
        over
        the shares beneficially owned.

       

      


      
        	
                Name
                  of

                Beneficial
                  Owner(1)

              	
                Number
                  of Shares Beneficially Owned

                (pre-split)

              	
                Number
                  of Shares Beneficially Owned

                (post-split)

              	
                Percentage
                  Beneficially Owned(2)

              
	
                Stephen
                  Townley

              	
                200,000

              	
                20,000

              	
                0.5%

              
	
                Jussi
                  Laurimaa(3)

              	
                9,703,992

              	
                970,399

              	
                23.9%

              
	
                Christian
                  Fennell

              	
                489,892

              	
                48,989

              	
                1.2%

              
	
                Douglas
                  Edmunds

              	
                1,299,210

              	
                129,921

              	
                3.2%

              
	
                Invest
                  Group Sports Management(4)

              	
                8,023,298

              	
                802,330

              	
                19.8%

              
	
                All
                  officers and directors as a group (4 persons)

              	
                11,693,094

              	
                1,169,309

              	
                28.8%

              


      

      


      
        	
                (1)  

              	
                Except
                  as otherwise indicated, the address of each beneficial owner is
                  c/o IFSA
                  Strongman, Inc., 28-32 Wellington Road, London NW8 9SP, United
                  Kingdom.

              


      

       

      
        	
                (2)  

              	
                Applicable
                  percentage ownership is based on 4,052,662 shares of common stock
                  outstanding as of the effective date of the reverse split, together
                  with
                  securities exercisable or convertible into shares of common stock
                  within
                  60 days of such effective date for each stockholder.  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 the effective date
                  of the
                  reverse split 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)  

              	
                Of
                  the shares beneficially owned by Jussi Laurimaa on a post-split
                  basis,
                  802,330 shares are owned by InvestGroup Sports Management, a company
                  controlled, but not owned, by Mr.
                  Laurimaa.

              


      

       

       

      
        	
                (4)  

              	
                Jussi
                  Laurimaa is a director of InvestGroup Sports Management and has
                  the voting
                  and dispositive rights over the shares held by
                  it.

              


      

       

       

      EFFECT
        OF THE RECAPITALIZATION

       

      After
        the
        Reverse Split and Restatement become effective, we will have 200,000,000
        authorized shares of common stock, par value $0.001, of which 4,052,662 shares
        shall be issued and outstanding. Neither the Restatement nor the Reverse
        Split
        will affect the relative rights or privileges of the holders of our currently
        outstanding common stock.

       

      REASON
        FOR THE RECAPITALIZATION

       

      In
        unanimously recommending the Reverse Split and the Restatement, the Board
        of
        Directors was principally influenced by its desire to engage advisors and
        professionals to enable the Company to more effectively execute its business
        plan, to raise capital, to achieve visibility in the marketplace, and to
        enhance
        the credibility of the Company to potential commercial partners, investors,
        shareholders, and the general public.


      
        
          
          

        

        
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      NO
        DISSENTER’S RIGHTS

       

      Under
        the
        DGCL, stockholders are not entitled to dissenter’s rights of appraisal with
        respect to the reverse stock split or the proposed restatement of our
        Certificate of Incorporation.

       

      BY
        ORDER
        OF THE BOARD OF DIRECTORS

       

      


       

      /s/
        Jussi Laurimaa

      Jussi
        Laurimaa,

      Chief
        Executive Officer

      October
        1, 2007

       

       


      
        
          
          

        

        
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