PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.

Because the written consent of the holders of a majority of our Preferred Stock satisfies any applicable stockholder voting requirement of the Florida Code and our Articles of Incorporation and by-laws, we are not asking for a proxy and you are not requested to send one.

This Proxy Statement is dated April 8, 2019 and is being first mailed to shareholders on April 8, 2019.

HOW TO OBTAIN ADDITIONAL INFORMATION

This Information Statement incorporates important business and financial information about the Company that is not included in or delivered with this Information Statement. Upon written or oral request, this information can be provided. For an oral request, please contact the company’s legal counsel, Eilers Law Group P.A., William Robinson Eilers, Esq., at (786) 273-9152. For a written request, mail request to 1000 Fifth Street, Suite 200-P2, Miami Beach, Florida 33139.

On behalf of the Board of Directors of GH CAPITAL, INC.,

Date: April 8, 2019

By:     /s/William Bollinger

William Bollinger

Chief Executive Officer

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

GH CAPITAL, INC.

200 South Biscayne Boulevard

Suite 2790

Miami, FL 33131

INFORMATION STATEMENT

April 8, 2019

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 $.0001 per share (the “Common Stock”), of GH CAPITAL, Inc., a Florida Corporation (the “Company” or the “Corporation”), to notify such Stockholders that on or about March 12, 2019, the Company received written consents in lieu of a meeting of stockholders from a majority shareholder representing 100% of the Series A Preferred Stock of the Company and 49.296% of the common capital stock, representing approximately 72.68% of total voting rights, which has given written consent as of the Record Date, March 25, 2019, to approve an increase in the amount of our authorized Common Shares to 5,000,000,000, which shall be effected as soon as practicable 20 days from the mailing of this Information Statement.

Accordingly, your consent is not required and is not being solicited in connection with the approval of the matters set forth herein.

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 the State of Florida, 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 Series A Preferred stock 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 mailing to the Stockholders 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 March 25, 2019, the Company had 159,381,564 shares of Common Stock issued and outstanding and 1,000,000 shares of Series A Preferred Stock issued and outstanding with voting rights equal to 65% of all voting rights.

On March 25, 2019, the holders of 34,994,218 shares of common stock (or approximately 19% of outstanding common stock) and 1,000,000 shares of Series A Preferred Stock (or approximately 100.00% of the shares of Series A Preferred Stock then issued and 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.

INFORMATION ON CONSENTING STOCKHOLDERS

Pursuant to the Company’s Bylaws and applicable Florida law, a vote by the holders of at least a majority of the voting shares of each class or series of capital stock is required to affect the action described herein. As of the Record Date, the Company had 34,994,218 voting common shares, each entitled to 1 vote per share, 1,000,000 Series A Preferred Shares, which for voting purposes are entitled to 65% of all voting rights. The consenting Majority Stockholder is the record and beneficial owners of 72.68% of the total number of voting rights. The consenting Majority Stockholder voted in favor of the actions described herein in a written consent, dated March 25, 2019. No consideration was paid for the consent. The consenting stockholders’ name, affiliation with the Company and beneficial holdings are as follows:

ACTION: TO INCREASE THE AMOUNT OF CAPITAL COMMON STOCK TO 5,000,000,000 SHARES

On March 20, 2019, our Board of Directors approved, subject to receiving the approval of the holder of a majority of our outstanding capital stock, an increase in the amount of our capital Common Stock to 5,000,000,000 (the “Increase”). The Majority Stockholders approved the Increase pursuant to a written consent dated as of March 25, 2019. The Increase in Common Shares to 5,000,000,000 will occur promptly following the 20th day after the mailing of this Information Statement to our stockholders as of the Record Date.

The proposed increase in Common Shares is a modification determined by our Board of Directors to be necessary in order to better reflect our business and to achieve its overall business objectives. The consents being sought and obtained will allow our management to exercise on its duties and responsibilities to protect our assets and shareholders by providing greater flexibility in raising capital.

We may issue and dispose of any of the authorized and unissued shares of Common or Preferred Stock for such consideration not less than par value, as may be fixed from time to time by our Board of Directors without action by the stockholders. Our Board of Directors may provide for payment therefore to be received by us in cash, property, or services. Any and all such shares of the Common or Preferred Stock and for which consideration so fixed by our Board of Directors has been paid or delivered, shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon.

POTENTIAL ANTI-TAKEOVER EFFECTS OF THE INCREASE

Although the Increase could, under certain circumstances, have an anti-takeover effect (for example, by permitting Common Stock share issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board or contemplating a tender offer or other transaction for the combination of our company with another company), the Increase was not proposed in response to any effort of which the Company is aware to accumulate shares of Common Stock or obtain control of the Company.

To the extent that the increase in the number of authorized shares may have anti-takeover effects, the Increase, when effected, may encourage persons otherwise seeking to acquire us, to negotiate directly with our board of directors, enabling our board to consider a proposed transaction in a manner that best serves our stockholders’ interests.

Reasons for the Increase in Common Stock

The Increase in the amount of capital common stock will allow the Company greater flexibility in raising capital.

Potential Effects of an Increase in Common Stock

Accounting Matters . The par value of the Company’s Common Stock would remain unchanged at $0.0001 per share after the Increase. Also, the capital account of the Company would remain unchanged, and the Company does not anticipate that any other accounting consequences would arise as a result of an Increase.

Effect on Authorized and Outstanding Shares. Based on the stockholdings at August 21, 2017, there are 159,381,564 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock, issued and outstanding, respectively. There will be no change in the number of shares of capital stock issued and outstanding (as well as the number of shares of Common Stock underlying any options, warrants, convertible debt or other derivative securities) as a result of an Increase in the Common Stock.

With the exception of the number of Common shares, the rights and preferences of the shares of capital stock prior and subsequent to an Increase in the Common Stock will remain the same. It is not anticipated that the Company's financial condition, the percentage ownership of management, the number of shareholders, or any aspect of the Company's business would materially change, solely as a result of an Increase in the Common Stock.

An Increase in the Common Stock will not affect any shareholder's percentage ownership interests in the Company or proportionate voting power. A n Increase in the Common Stock will not alter the respective voting rights and other rights of shareholders.

Effectiveness of The Increase

The Board of Directors has the authority to authorize an Increase in the Common Stock of the Company after the date that is 20 calendar days after the mailing of this Information Statement to stockholders.

Tax Impact of the Increase in Common Stock. The following discussion summarizing material federal income tax consequences of a n Increase in the Common Stock is based on the Internal Revenue Code of 1986, as amended (the "Code"), the applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices in effect on the date this Information Statement was first mailed to shareholders. This discussion does not discuss consequences that may apply to special classes of taxpayers (e.g., non-resident aliens, broker-dealers, or insurance companies). Stockholders should consult their own tax advisors to determine the particular consequences to them.

An Increase in the Common Stock of the Company will not generally result in recognition of a gain or loss to the shareholders.

No gain or loss will be recognized by the Company as a result of an Increase in the Common Stock. The Company's views regarding the tax consequences of a n Increase in the Common Stock are not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts would accept the positions expressed above.

THIS SUMMARY IS NOT INTENDED AS TAX ADVICE TO ANY PARTICULAR PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE SHARES OF COMMON STOCK ARE HELD AS "CAPITAL ASSETS" AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY'S SHAREHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES, FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY CONSEQUENCES OF THE INCREASE IN COMMON STOCK UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF THE INCREASE IN COMMON STOCK MAY VARY AS TO EACH STOCKHOLDER DEPENDING ON THE STATE IN, WHICH SUCH STOCKHOLDER RESIDES.

AS A RESULT, IT IS THE RESPONSIBILITY OF EACH SHAREHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE FOLLOWING: (A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF THE INCREASE IN COMMON STOCK, INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION REQUIRED IN CONNECTION WITH THE INCREASE IN COMMON STOCK ON HIS, HER OR ITS OWN TAX RETURNS.

IT WILL BE THE RESPONSIBILITY OF EACH SHAREHOLDER TO PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE AND LOCAL TAX RETURNS.

Share Certificates. Following an Increase in the Common Stock, the share certificates you now hold will continue to be valid.