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EASTPORT RED'S INCORPORATED
3434 EAST 7800 SOUTH, #237
SALT LAKE CITY, UTAH 84121
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 PROMULGATED THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
DECEMBER 6, 2000
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NO VOTE OR OTHER ACTION OF THE SECURITY HOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING
SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
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INTRODUCTION
This Information Statement is being mailed on or about December 6, 2000
to holders of record, of same date, of the shares of common stock, par value
$0.001 per share (the "Common Stock"), of Eastport Red's Incorporated, a
Nevada corporation (the "Company").
As of the date of this Information Statement, the Company had 19,900,000
shares of its Common Stock issued and outstanding, representing the only class
of voting securities that would be entitled to vote for directors at a
stockholder meeting if one were to be held, each share being entitled to one
vote.
Please read this Information Statement carefully. It describes the terms
of an Asset Acquisition Agreement between the Company and Michael Linn
("Linn"), a Utah resident, effective December 1, 2000 ("Asset Agreement") and
a change of the Company's officers and directors to be effective December 20,
2000.
This Information Statement also contains certain biographical and other
information concerning the newly designated executive officers and directors
of the Company herein, whose positions shall become effective December 20,
2000.
Additional information about the Company and the Asset Agreement is
contained in the Company's Current Report on Form 8-K, which was filed with
the Securities and Exchange Commission ("SEC") on or about December 6, 2000.
The Form 8-K and accompanying exhibits may be inspected without charge at the
public reference section of the SEC at Judiciary Plaza, 450 Fifth Street, NW,
Washington, DC 20549. Copies of this material may also be obtained from the
SEC at prescribed rates. The SEC also maintains a website that contains
reports, proxy and information statements and other information regarding
public companies that file reports with the SEC. Copies of information
regarding the Company may be obtained from the SEC's website at
http://www.sec.gov.
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BACKGROUND
Effective December 1, 2000, the Company entered into an Asset Acquisition
Agreement between the Company and Michael Linn ("Linn"), a Utah resident,
("Asset Agreement") that resulted in the Company purchasing certain assets
owned by Linn in exchange for the issuance of 18,000,000 shares of the
Company's Common Stock to Linn.
Also in connection with the Asset Agreement, First Avenue, Ltd., a
shareholder of the Company, agreed to the cancellation of 9,100,000 shares out
of the 10,000,000 shares of the Company's Common Stock held by it. Ken Kurtz,
an officer and director of the Company through December 20, 2000, is a general
partner of First Avenue, Ltd.
On December 5, 2000, the Board of Directors consented to the appointment
of Mr. Michael Linn as the Company's president, secretary, treasurer and
director, to serve until his successor is elected and qualified.
Mr. Linn will not begin his term until after the expiration of the
ten-day period which begins on the date of the filing of an Information
Statement with the Securities and Exchange Commission ("SEC") pursuant to Rule
14f-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or the date the Information Statement is mailed to the Company's stockholders,
whichever is later. At that time Mr. Kurtz will resign all positions as an
officer and director of the Company.
The Company anticipates the changes in directors and officers to be
effective December 20, 2000. Because of the change of the composition of the
board there will be a change in control of the Company effective December 20,
2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of Common Stock
beneficially owned by:(i) those persons or groups known to the Company who
will beneficially own more than 5% of the Company's Common Stock; (ii) each
director and director nominee; (iii) each executive officer whose compensation
exceeded $100,000 in the calendar year ended December 31, 1999; (iv) each
executive officer of the Company to assume office after the closing; and, (v)
all directors and executive officers as a group. The information is
determined in accordance with Rule 13d-3 promulgated under the Exchange Act
based upon information furnished by persons listed or contained in filings
made by them with the SEC or by information provided by such persons directly
to the Company. Except as indicated below, the stockholders listed possess
sole voting and investment power with respect to their shares.
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
OWNER (1) OF CLASS (1)
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First Avenue, Ltd. (2)
3434 East 7800 South, #237
Salt Lake City, Utah 84121 900,000 4.52%
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Michael Linn
6314 King Valley Drive
West Valley City, Utah 84128 18,000,000 90.45%
All Executive officers and
Directors as a Group (3)
(1 person) 18,000,000 90.45%
(1) Based on 19,900,000 shares of Common Stock issued and outstanding.
(2) Ken Kurtz, who is the director of the Company as of the date of this
Information Statement, is also a general partner of First Avenue, Ltd.
(3) Effective December 20, 2000, the Company will accept the appointment of
Mr. Michael Linn to the Company's Board of Directors and as the
Company's president, secretary and treasurer and Mr. Ken Kurtz shall
resign from all positions as an officer and director of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
Effective December 20, 2000, the Company will appoint Mr. Michael Linn to
the Company's Board of Directors and as the Company's president, secretary and
treasurer and Mr. Ken Kurtz shall resign from all positions as an officer and
director of the Company. Mr. Linn will serve as a director of the Company
until his respective successors are elected and qualified.
The following table sets forth information regarding the Company's
proposed executive officers and directors of the Company whose positions shall
become effective December 20, 2000. If any proposed director listed in the
table below should become unavailable for any reason, which is not
anticipated, the directors of the Board will vote for any substitute nominee
or nominees who may be selected by Kurtz. The information below, regarding
Mr. Michael Linn is based on information supplied to the Company by Linn.
Proposed Executive Officers and Directors effective December 20, 2000
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NAME AGE POSITION
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Michael Linn 32 President, Secretary, Treasurer and Director
Michael Linn will become the Company's president, secretary, treasurer
and director effective December 20, 2000. Mr. Linn has been employed as an
apprentice machinist by Wolverine Machine in Salt Lake City, Utah since June
2000. From August 1999 to June 2000, Mr. Linn was a union member welder and
connector for Western Construction Specialists in West Jordan, Utah. From
March 1998 to August 1999, Mr. Linn was a lead carpenter for McCain
Construction in West Valley, Utah. From October 1995 to March 1998, Mr. Linn
was enrolled in the United States Army in Fort Bliss, Texas. Mr. Linn is
not,nor has not been, an officer or director of any other publicly held
company subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own
more than ten percent of a registered class of the Company's equity securities
("ten-percent stockholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Officers, directors and ten-percent
stockholders also are required to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, based solely on
its review of the copies of such forms furnished to it, the Company believes
that all Section 16(a) reporting requirements were complied with by the
Company's officers and directors through the date of this information
statement.
EXECUTIVE COMPENSATION
No executive officer of Eastport Red's Incorporated received any cash
compensation of any form during the last three calender years ended December
31, 1999, 1998 or 1997.
STANDING AUDIT, NOMINATING AND COMPENSATION COMMITTEES
At present, the Board of Directors has no standing audit, nominating or
compensation committees or committees performing similar functions.
BOARD MEETINGS DURING CALENDER YEAR ENDED DECEMBER 31, 1999
AND THROUGH THE DATE OF THIS REPORT
No formal meeting of the board of directors was held during the calender
year ended December 31, 1999 and through the date of this report. However,
the Company's board voted by unanimous consent to action without a meeting for
the following five actions which were voted in favor for:
1) December 5, 2000 - Appointment of Michael Linn as president, secretary,
treasurer and director of the Company and acceptance of the resignation
of Ken Kurtz from all positions as officer and director of the Company
all of which are to be effective December 20, 2000.
2) December 1, 2000 - Authorization and approval of an Asset Acquisition
Agreement effective December 1, 2000 ("Asset Agreement") between the
Company and Michael Linn ("Linn"), a Utah resident and issuances of the
Company's Common Stock thereunder.
3) July 16, 1999 - The appointment of Interwest Transfer Co., Inc. as the
Company's transfer agent.
4) May 3, 1999 - The appointment of Ken Kurtz as the Company's president,
secretary, treasurer and director and the resignations of Marlon and
Harold Hill from all officer and director positions with the Company.
5) May 3, 1999 - The issuance of 10,000,000 shares of the Company's Common
Stock to First Avenue, Ltd. for consideration of $10,000.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1999, the Company sold 10,000,000 shares of Common Stock to First
Avenue, Ltd. for $10,000. Ken Kurtz, who before December 20, 2000 was an
officer and director of the Company, is also a general partner of First
Avenue, Ltd. The shares were sold to First Avenue, Ltd. to obtain capital to
pay the costs of becoming a reporting company under the Securities Exchange
Act of 1934, as amended, and also to pay the cost of general administrative
expenses.
Pursuant to an Asset Acquisition Agreement effective December 1, 2000
("Asset Agreement") between the Company and Michael Linn ("Linn"), a Utah
resident, the Company purchased certain assets owned by Linn in exchange for
the issuance of 18,000,000 shares of the Company's Common Stock.
Further pursuant to the Asset Agreement, First Avenue, Ltd. agreed to
the cancellation of 9,100,000 shares of the 10,000,000 shares of Common Stock
held by it.
Michael Linn will become the Company's president, secretary and director
effective December 20, 2000.
LEGAL PROCEEDINGS
The Company is not a party to any pending or to the best of its
knowledge, any threatened legal proceedings.
Upon effectiveness of the appointments and resignations herein, no
director, officer or affiliate of the Company, or owner of record of more than
five percent (5%) of the securities of the Company, or any associate of any
such director, officer or security holder is a party adverse to the Company or
has a material interest adverse to the Company in reference to pending
litigation.
SUBMITTED BY THE BOARD OF DIRECTORS
Ken Kurtz
December 6, 2000
