UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 12, 2000
Cyberbotanical, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
232457 10 1 88-0356200
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(CUSIP Number) (IRS Employer Identification Number)
c/o Richard Surber, President
268 West 400 South, Suite #300, Salt Lake City, Utah 84101
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(Address of principal executive offices)
(801) 575-8073 Ext. 106
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(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
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
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CYBERBOTANICAL, INC.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-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: 0
4) Proposed maximum aggregate value of transaction: 0
5) Total fee paid: $125.00
[ X ] 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed
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CYBERBOTANICAL, INC.
268 WEST 400 SOUTH, SUITE 300
SALT LAKE CITY, UTAH 84101
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
taken on October 12, 2000
To the Stockholders of Cyberbotanical, Inc.:
Notice is hereby given that written consent has been granted by the holder of a
majority of the outstanding shares of common stock of Cyberbotanical, Inc. (the
"Company") and the name of the Company will be changed from Cyberbotanical, Inc.
to Wichita Development Corporation and the number of authorized $0.001 par value
shares of the Common Stock of the Company will be increased from 20,000,000 to
200,000,000. The number of preferred shares authorized remains at 5,000,000. The
changes are expected to become effective on November 13, 2000.
Only stockholders of record at the close of business on October 12, 2000 (the
"record date") shall be given Notice of the Action by Written Consent. The
Company is not soliciting proxies.
By Order of the Board of Directors
/s/ Richard D. Surber
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Richard D. Surber, President
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This information statement is being furnished to all holders of the common stock
of the Company in connection with the Action by Written Consent to amend the
Company's articles of incorporation.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of Cyberbotanical, Inc., a Nevada Corporation ("Cyberbotanical"), in connection
with resolutions of the board of directors and the written consent of a holder
of in excess of 50% of the common stock of Cyberbotanical providing for an
amendment to Cyberbotanical's articles of incorporation changing the name of
Cyberbotanical to "Wichita Development Corporation," and increasing
Cyberbotanical's authorized common shares from 20,000,000 shares of $0.001 par
value common stock to 200,000,000 shares of $0.001 par value common stock.
The board of directors and a person owning the majority of the outstanding
voting securities of Cyberbotanical have unanimously adopted, ratified and
approved resolutions to effect the name change and recapitalization. No other
votes are required or necessary. See the caption "Vote Required for Approval,"
below. The amendment was filed with the Nevada Secretary of State on October 12,
2000 and the changes are expected to become effective on November 13, 2000.
New stock certificates taking into account the name change may be obtained from
Signature Stock Transfer Inc., whose address and telephone number are as
follows:
14675 Midway Road, Suite 221
Addison, Texas 75001
Telephone (972) 788-4193
No transfer fee is required to effect such a transfer. Stock certificates being
transferred into the present owner's name need not be signed or guaranteed.
Those being transferred to someone other than the present record owner must be
signed and bear a "Medallion Member" bank or broker/dealer signature guarantee.
The Form 10-QSB filed by Cyberbotanical with the Securities and Exchange
Commission may be viewed on the Securities and Exchange Commission's web site at
www.sec.gov in the Edgar Archives. Cyberbotanical is "current" in the filing of
all reports required to be filed by it. See the caption "Additional
Information," below.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes ("the Nevada law") do not provide for dissenter's
rights of appraisal in connection with the Name Change or Recapitalization.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The board of directors has fixed the close of business on October 12, 2000 as
the record date for the determination of the common shareholders entitled to
notice of action by written consent.
At the record date, the Company had outstanding 19,442,000 shares of $0.001 par
value common stock. Richard D. Surber, by virtue of his position as President of
Kelly's Coffee Group, Inc. and CyberAmerica Corporation holds a controlling
interest of 19,400,000 shares of the $0.001 par value common stock of the
Company as of the record date, representing more than a majority of the
company's outstanding common stock. Richard Surber has consented to the action
required to effect the amendments to the Company's articles of incorporation.
This consent will be sufficient, without any further action, to provide the
necessary stockholder approval of the action.
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Richard Surber personally owns no shares of Cyberbotanical's stock as of the
record date. Per a Stock Purchase Agreement dated September 15, 2000, the
Company compensated Mr. Surber five thousand dollars ($5,000.00) cash for his
1,000,000 shares of common stock. The Agreement is attached to this Schedule 14C
as Exhibit "B".
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as of the
record date, October 12, 2000, by (i) each person who is known by the Company to
own beneficially more than five percent (5%) of the outstanding shares of Common
Stock; (ii) each of the Company's named Executive Officers and Directors; and
(iii) all Directors and Executive Officers as a group:
<TABLE>
<CAPTION>
Title of Class Name and Address of Beneficial Amount and Nature of Percent of Class
Ownership Beneficial Ownership
======================================================================================================
<S> <C> <C> <C>
Common Stock Richard Surber, President
268 W. 400 S., Suite 300 19,400,000(1) 94.9%
Salt Lake City, Utah 84101
Common Stock CyberAmerica Corporation 1,000,000 4.9%
268 W. 400 S. Suite 300
Salt Lake City, Utah 84101
Common Stock Kelly's Coffee Group, Inc. 18,400,000 90.0%
268 W. 400 S.Suite 300
Salt Lake City, Utah 84101
Common Stock All Executive Officers and 19,400,000 94.9%
Directors as a Group
======================================================================================================
</TABLE>
As of the record date, October 12, 2000, the Company had 19,442,000 shares of
its common voting stock issued and outstanding.
VOTE REQUIRED FOR APPROVAL
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendments discussed herein. The procedure and requirements to
effect an amendment to the articles of incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the board of directors and then submitted to
shareholders for their consideration at an annual or special meeting and must be
approved by a majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action required
to be taken at a special or annual meeting of the stockholders of a Nevada
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power.
The board of directors of Cyberbotanical and a person owning and having voting
power in excess of 50% of the outstanding voting securities of Cyberbotanical
have adopted, ratified and approved the name change and change in the authorized
shares of Cyberbotanical (see the heading "Voting Securities and Principal
Holders Thereof" above). No further votes are required or necessary to effect
the proposed amendment.
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(1)Richard D. Surber, by virtue of his position as President of Kelly's
Coffee Group, Inc. and CyberAmerica Corporation has voting power over
the18,400,000 shares owned by Kelly's Coffee Group, Inc. and the 1,000,000
shares owned by CyberAmerica Corporation. Mr. Surber personally owns no shares
of the Company's common stock.
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The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's articles of incorporation consist of issued
and outstanding shares of the Company's $0.001 par value common voting stock
outstanding on October 12, 2000, the record date for determining shareholders
who would have been entitled to notice of and to vote on the proposed amendment
to Cyberbotanical's articles of incorporation.
ITEM 2.
STATEMENT THAT PROXIES ARE NOT SOLICITED
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
ITEM 3.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed amendment to Cyberbotanical's articles of incorporation or in any
action covered by the related resolutions adopted by the board of directors,
which is not shared by all other stockholders.
ADDITIONAL INFORMATION
Additional information concerning Cyberbotanical, including its Form 10-SB
initial registration statement and quarterly reports on Form 10-QSB for the past
two quarters, which have been filed with the Securities and Exchange Commission,
may be accessed through the EDGAR archives, at www.sec.gov.
Dated: October 12, 2000
By Order of the Board of Directors
/s/ Richard D. Surber
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Richard D. Surber, President
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