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:
[ X ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
[ ] Definitive Information Statement
INTERFACE E.COM, INC.
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(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:
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(2) Aggregate number of securities to which transaction 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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
INFORMATION STATEMENT INTERFACE E.COM, INC. 2 OF 2
Preliminary Copy
INTERFACE E.COM, INC.
(A Nevada Corporation)
INFORMATION STATEMENT
Date first mailed to stockholders: July , 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 July ___, 2000 and is first being mailed to
stockholders on or about July ___, 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 3
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, the following table sets forth all persons
beneficially owing more than 5% of the common stock of Interface as at July 17,
2000. Unless otherwise indicated, each of the following persons may be deemed to
have sole voting and dispositive power with respect to such shares.
<TABLE>
<CAPTION>
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT
OWNER BENEFICIAL OWNER [1] OF CLASS [2]
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<S> <C> <C> <C>
Common Stock Jeffs & Company, in trust [3] 1,000,000 50%
1100 Melville Street, 6th Floor
Vancouver, B.C. V6E 4A6
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</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.
[3] These shares are restricted and are held in trust on behalf of certain
affiliates of interface.
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>
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT
OWNER BENEFICIAL OWNER [1] OF CLASS [2]
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<S> <C> <C> <C>
Common Stock Feliberto Gurat, Jr. 278 0.014%
1331 Alberni Street, Suite 2002
Vancouver, B.C., V6E 4S1
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Common Stock Directors and Executive 278 0.014%
Officers (as a group)
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</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 July _____, 2000 -------------------------------------
FELIBERTO GURAT, JR. - PRESIDENT
