INTERFACE E COM INC
DEF 14C, 2000-08-16
BUSINESS SERVICES, NEC
Previous: STEMCELL GLOBAL RESEARCH INC, 10-Q, EX-99, 2000-08-16
Next: VERITAS SOFTWARE CORP /DE/, 424B3, 2000-08-16




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14C

                 INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
         OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO._________)

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


                              INTERFACE E.COM, INC.
    ------------------------------------------------------------------------
                   (Name of Registrant as Specified In Its Chapter)

Payment of Filing Fee (Check the appropriate box)

     [X]  No fee required

     [ ]  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:

          ----------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.
[X]  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:

          ----------------------------------------------------------------------

<PAGE>


INFORMATION STATEMENT         INTERFACE E.COM, INC.                       2 OF 4



                              INTERFACE E.COM, INC.
                             (a Nevada corporation)

                              INFORMATION STATEMENT
                Date first mailed to stockholders: August 16, 2000


                         1100 Melville Street, 6th Floor
                            Vancouver, B.C., V6E 4A6
                          (Principal Executive Offices)

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.


ITEM 1.   INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A.

          a.   Introduction.

This  Information  Statement  has been filed with the  Securities  and  Exchange
Commission  and is  being  mailed  or  otherwise  furnished  to  the  registered
stockholders  of Interface in connection with the prior approval by the board of
directors of Interface,  and receipt by the board of approval by written consent
of the holders of a majority of Interface's  outstanding shares of common stock,
of a resolution to,

          1.   amend Article 1 of the Articles of Interface by changing the name
               of  Interface  to  "ViaPay  Limited",  or,  if the  new  name  is
               unacceptable  to the applicable  regulators  having  jurisdiction
               over the  affairs  of  Interface,  to any such other name that is
               approved by the board of directors in its sole discretion; and

          2.   amend Article IV of the Articles of Interface by  increasing  the
               authorized  capital  from  25,000,000  shares of common  stock to
               200,000,000 shares of common stock with a par value of $0.001 per
               share.

         (collectively, the "Amendments').

Section 320 of the Nevada Private  Corporations Act and the By-laws of Interface
provide  that any action  required or  permitted to be taken at a meeting of the
stockholders  may be taken without a meeting if a written consent  approving the
action is signed by stockholders holding at least 51% of the voting power.

On July 17, 2000, the board of directors of Interface  approved and  recommended
the  Amendments.  Subsequently,  the holders of a majority  of the voting  power
executed and delivered to Interface  written consents  approving the Amendments,
in lieu of a meeting. Since the holders of the required majority of common stock
have  approved  the  Amendments,  no  proxies  are  being  solicited  with  this
Information Statement.

Interface has obtained all necessary  corporate approvals in connection with the
Amendments  and your  consent  is not  required  and is not being  solicited  in
connection with the approval of the Amendments.  This  Information  Statement is
furnished  solely  for the  purpose  of  informing  stockholders  in the  manner
required under the Securities  Exchange Act of 1934 of these  corporate  actions
before they take effect.

The Amendments  will not become  effective  until (i) 21 days from the date this
Information  Statement is first mailed to the stockholders,  or, (ii) such later
date as approved by the board of directors, in its sole discretion.


This Information Statement is dated August 16, 2000 and is first being mailed to
stockholders on or about August 16, 2000


     b. Dissenters' Right of Appraisal.

Under Nevada  General  Corporate  Law and the Articles and By-laws of Interface,
holders of shares of common stock of Interface  are not entitled to  dissenters'
appraisal rights in connection with the Amendments.

<PAGE>


INFORMATION STATEMENT         INTERFACE E.COM, INC.                       3 OF 4


     c.   Voting Securities and Principal Holders Thereof

As of July 17, 2000, there were 2,000,000  outstanding shares of common stock of
Interface,  each of which is entitled  to one vote for the purpose of  approving
the Amendments. Stockholders of record at the close of business on July 17, 2000
(the date of the  stockholders'  written  consent) were furnished copies of this
Information Statement.

To the best knowledge of Interface, no person beneficially owned more than 5% of
the common stock of Interface as at July 17, 2000.

The  following  table  sets  forth  certain  information,  as of July 17,  2000,
concerning  the  ownership  of shares of common  stock of  Interface by the sole
director and officer of Interface.

<TABLE>
<CAPTION>
=====================================================================================================
<S>                     <C>                               <C>                        <C>
(1)                     (2)                               (3)                         (4)
TITLE OF CLASS          NAME AND ADDRESS OF BENEFICIAL    AMOUNT AND NATURE OF        PERCENT
                        OWNER                             BENEFICIAL OWNER  [1]       OF CLASS [2]
-----------------------------------------------------------------------------------------------------
Common Stock            Feliberto Gurat, Jr.                         278                 0.014%
                        1331 Alberni Street, Suite 2002
                        Vancouver, B.C.,  V6E 4S1
-----------------------------------------------------------------------------------------------------
Common Stock            Directors and Executive                      278                 0.014%
                        Officers (as a group)
=====================================================================================================
</TABLE>
[1]  The listed  beneficial  owner has no right to acquire any shares  within 60
     days of the date of this  Information  Statement  from  options,  warrants,
     rights, conversion privileges or similar obligations.
[2]  Based on 2,000,000 shares of common stock issued and outstanding as of July
     17, 2000.

On July 13,  2000,  Jon S. Suk  resigned as a director  and as the  president of
Interface,  James  Y.  Suk  resigned  as a  director  and  as the  secretary  of
Interface,  and  Debashis  Roy  resigned as  director  and as the  treasurer  of
Interface.  In their place, Feliberto Gurat, Jr. was appointed the sole director
and the  president,  secretary and  treasurer of Interface.  As a result of this
change in management, there was a change in control of Interface.

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 OR OPPOSITION TO  MATTERS  TO  BE  ACTED
         UPON.

The board of directors  approved the  Amendments  on July 17, 2000. At that time
and as of the date of this Information Statement,  the sole director and officer
of Interface  only owns 278 shares of common stock of Interface,  which is not a
substantial interest in the Amendments. As for the former directors and officers
of  Interface,  they  owned  no  shares  at  the  time  of the  approval  of the
Amendments.

<PAGE>


INFORMATION STATEMENT         INTERFACE E.COM, INC.                       4 OF 4


ITEM 4. PROPOSALS BY SECURITY HOLDERS.

Not applicable as no proposals submitted.





                                          BY ORDER OF THE BOARD OF DIRECTORS



Dated August 16, 2000                         /S/ FELIBERTO GURAT, JR.
                                            ---------------------------------
                                            FELIBERTO GURAT, JR. - PRESIDENT




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission