SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5 (d) (2))
[ ] Definitive Information Statement
ECOM, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant(s))
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[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14c-
5(g) and 0-11.
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applies:
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(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):
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[ ] 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
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previous filing by registration statement number, or the form
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ECOM, INC.
1776 PARK AVENUE, UNIT #4
PARK CITY, UT 84060
INFORMATION STATEMENT
**WE ARE NOT ASKING FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY**
INTRODUCTION
This Information Statement is being furnished to the stockholders of record
of Ecom, Inc. (the "Company") as of February 29, 2000, in connection with
the adoption of the Certificate of Amendment of the Articles of Incorporation
(the "Articles of Amendment") by the written consent of the holders of a
majority interest of the Company's voting capital stock consisting of the
Company's outstanding Common Stock, $0.01 par value (the "Common Stock").
On February 17, 2000, the Company's Board of Directors approved and recommended
that the Articles of Incorporation be amended and restated in order to:
. Increase the number of the Company's authorized
Common Shares, from twenty million (20,000,000) to
eighty million (80,000,000) shares; and
. Increase the number of the Company's authorized
Preferred Shares, from five million (5,000,000) to
twenty million (20,000,000) shares.
The Certificate of Amendment of the Articles of Incorporation were approved
by written consent on February 17, 2000, of the stockholders owning a majority
of the outstanding Common Stock, and the Certificate of Amendment of the
Articles of Incorporation will be filed and accepted by the Nevada Secretary
of State not to become effective until March 31, 2000.
The elimination of the need for a special meeting of stockholders to approve
the Certificate of Amendment of the Articles of Incorporation is made possible
by Nevada General Corporate Law, which provides that the written consent of
the holders of outstanding shares of voting 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. Pursuant to
NRS 78.385 and 78.390, a majority of the outstanding shares of voting stock
entitled to vote thereon is required in order to amend the Company's Articles
of Incorporation. In order to eliminate the costs and time involved in holding
a special meeting and in order to effect the Articles of Amendment as early
as possible in order to accomplish the purposes of the Company as hereafter
described, the Board of Directors of the Company voted to utilize the written
consent of the holders of a majority in interest of the voting stock of the
Company.
On February 17, 2000, there were 17,437,450 outstanding shares of Common Stock
issued and outstanding and approximately 50 holders of record of Common Stock.
The Company has no Preferred Stock issued or outstanding. The approval of the
Articles of Amendment requires the written consent of the holders of a majority
of the outstanding shares of the Common Stock, and each share of the Common
Stock was entitled to one vote with respect of the approval of the Certificate
of Amendment of the Articles of Incorporation. By written consent in lieu of
a meeting, four stockholders of 14,005,000 shares of the Common Stock,
representing approximately 80.3% of the outstanding voting power, have approved
the listed one corporate actions.
Under applicable federal securities laws, the Certificate of Amendment of the
Articles of Incorporation cannot be effected until at least 20 calendar days
after this information statement is sent or given to the stockholders of the
Company. The approximate date this information statement is first being sent
or given to stockholders is March 10, 2000.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
In February, 2000, the Board of Directors approved, subject to the approval of
the Company's stockholders, the Certificate of Amendment of the Articles of
Incorporation, which amends and/or adds certain provisions of the Articles of
Incorporation to:
. Increase the number of the Company's authorized
common shares, from twenty million (20,000,000) to
eighty million (80,000,000) shares; and,
. Increase the number of the Company's authorized
Preferred Shares, from five million (5,000,000) to
twenty million (20,000,000) shares.
In February, 2000, stockholders owning a majority of the outstanding Common
Stock approved the Certificate of Amendment of Articles of Incorporation. A
copy of the Certificate of Amendment of Articles of Incorporation is attached
to this document as Exhibit "A".
EFFECT OF THE CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
After the Amended Articles of Incorporation becomes effective, the Company
will have eighty million (80,000,000) Common shares authorized and twenty
million (20,000,000) Preferred shares authorized. This change does not
effect the relative rights or privileges of the holders of currently
outstanding Common Stock.
REASON FOR THE AMENDMENT AND RESTATED ARTICLES
The Board of Directors has unanimously approved, subject to Stockholder
approval, an amendment to Ecom's Articles of Incorporation changing the
number of authorized Common Shares, $0.01 par value, from twenty million
to one eighty million shares; and, the number of authorized Preferred
Shares, $0.01 par value, from five million to twenty million shares.
The proposed changes to Ecom's Articles of Incorporation has been
incorporated into the proposed Certificate of Amendment of Articles of
Incorporation of Ecom's Articles of Incorporation included as Exhibit "A".
Increasing the number of authorized shares will give the Company added
flexibility to enhance its capitalization.
In making this decision, the Board of Directors was principally influenced
by the need that at sometime in the future, the Company may need to seek
additional equity capital in order to expand its operations. The additional
number of authorized shares will give the Company added Flexibility to
utilize these common shares to help it finance and capitalize the Company.
Given these considerations, the Board of Directors and affirmed by 80.3
percent of the outstanding and issued Common Stock, has decided that its
would be in the best interests of Ecom and its stockholders for Ecom to
increase its number of its $0.01 par value, authorized Common Shares from
twenty million to eighty million shares; and, to increase its number of
its $0.01 par value, authorized Preferred Shares from five million to
twenty million shares.
By Order of the Board of Directors,
By: /s/ Ian Archibald
----------------------------
Ian Archibald, President
Park City, Utah
February 29, 2000
EXHIBIT "A"
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
ECOM, INC.
(Pursuant to NRS 78.385 and 78.390 -- After Issuance of Stock)
We the undersigned do hereby certify that:
1. Ecom, Inc. (the "Corporation") is a corporation formed under the laws
of the State of Nevada, and its Articles of Incorporation were filed in
the office of the Secretary of State on October 6, 1998.
2. The Articles of Incorporation are hereby amended by deleting the
existing ARTICLE IV and replacing it in its entirety with the
following amendments:
"ARTICLE 4: Authorized Shares: The aggregate number of
shares which the corporation shall have authority to issue shall
consist of 80,000,000 shares of Common Stock having a $.001 par
value, and 20,000,000 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may be
issued from time to time without prior approval by the stockholders.
The Common and/or Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors. The Board of Directors may issue such share of Common
and/or Preferred Stock in one or more series, with such voting
powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the
resolution or resolutions."
3. This amendment to the Articles of incorporation has been duly
adopted in accordance General Corporation Law of the State of Nevada.
4. The number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is: 17,437,450; that
the said changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
5. The number of shares voted for such amendments was 14,005,000
(80.3%) and the number voted against such amendment was 0.
The undersigned has signed this Articles on March __, 2000.
/s/
---------------------------
Ian Archibald, President
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