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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
EZCONNECT, INC.
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(Name Of Issuer)
Series A Preferred Stock
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(Title of Class of Securities)
N/A
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CUSIP Number)
Kevin S. Hamilton, 2900 South Townsgate Road, Suite 200, Westlake Village, CA
91361 (805) 557-9936
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(Name, Address and telephone Number of Persons Authorized to Receive Notices
and Communications)
October 17, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the Following Box if a fee is being paid with the statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. N/A
1. Name of Reporting Person: Hamilton Family 1998 Trust
S.S. or I.R.S. Identification No. of Above Person: ###-##-####
2. Check the Appropriate Box if a Member of a Group: [ ]
3. SEC Use Only
4. Source of Funds: N/A
5. Check Box if Disclosure of Legal Proceedings is required pursuant to
items 2(d) or 2(e): N/A
6. Citizenship or Place of Organization: United States
7. Sole Voting Power: 1,106,611
8. Shared Voting Power: -0-
9. Sole Dispositive Power: 1,106,611
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially owned by Each Reporting Person: 1,106,611
12. Check Box if the Aggregate Amount in Box (11) Excludes Certain Shares: N/A
13. Percent of Class Represented by Amount in Row (11): At October 17, 2000,
the 1,106,611 shares would represent represent 44.26% of the total issued and
outstanding shares of Preferred Stock. Each share of Preferred Stock is
convertible to one share of Common Stock, at the option of the beneficial
owner, subject to automatic conversion on the occurrence of certain events,
prior to and including October 17, 2002. As of the date of this filing, the
Issuer has 4,324,342 shares of common stock issued and outstanding. Assuming
the Preferred Stock was converted to Common Stock, such conversion shares
would then represent 20.37% of the then 5,430,953 shares of Common Stock
issued and outstanding.
14. Type of Reporting Person: OO
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Item 1. Security and Issuer:
This statement relates to shares of Preferred Stock of EZConnect, Inc. (the
"Issuer") whose address is 2900 Townsgate Road, Suite 200, Westlake Village,
CA 91361.
Item 2. Identity and Background:
(a) The Hamilton Family 1998 Trust, is a family trust established by Kevin S.
Hamilton, the current President of EZConnect, Inc.
(b) The Hamilton Family 1998 Trust business address is 2900 Townsgate Road,
Suite 200, Westlake Village, CA 91361.
(c) The Hamilton Family 1998 Trust is a trust established by Kevin S.
Hamilton for estate planning purposes.
(d) The Hamilton Family 1998 Trust has not been involved in any criminal
proceeding;
(e) The Hamilton Family 1998 Trust has not been a party to a civil proceeding
of a judicial or administrative body; and
(f) The Hamilton Family 1998 Trust is a common law trust under the State of
California.
Item 3. Source and Amount of Funds or other Consideration:
The Hamilton Family 1998 Trust acquired 1,106,611 shares of the Issuer's
Preferred Stock in exchange for shares of Encore Wireless, Inc., a California
corporation, in connection with the acquisition of Encore Wireless, Inc. by
the Issuer. The Hamilton Family 1998 Trust was a shareholder of Encore
Wireless, Inc.
Item 4. Purpose of Transaction:
The securities were acquired for investment purposes only. The Hamilton Family
1998 Trust has no plans with respect to:
(a) The acquisition of additional securities of the Issuer or of the
disposition of any securities of the Issuer except as stated;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of any
of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
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(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other transactions which may impede the acquisition of control of
the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of October 17, 2000, The Hamilton Family 1998 Trust owned 1,106,611
shares of the Issuer's outstanding Preferred Stock at that date. Kevin S.
Hamilton, the current President of the Issuer, is the Trustee of the Hamilton
Family 1998 Trust. Kevin S. Hamilton has been granted options to purchase up
to an additional 750,000 shares of the Issuer's common stock pursuant to an
employment agreement dated October 17, 2000. The options vest on the
completion of certain management business objectives during the term of Mr.
Hamilton's employment agreement.
(b) The Hamilton Family 1998 Trust has sole power to vote the 1,106,611
shares of the Issuer's preferred stock. The holders of the Preferred Stock
shall be entitled to one vote for each share of Common Stock into which the
Preferred Stock may be converted, and to vote with the Common Stock of the
Corporation on all matters submitted to a vote of Common Stockholders for all
purposes. The holders of the Preferred Stock and Common stockholders may vote
together as one class on all matters submitted to shareholder vote of the
Issuer.
(c) During the past 60 days, the Hamilton Family 1998 Trust has not engaged
in any transactions involving the Issuer's securities.
(d) The Hamilton Family 1998 Trust has the sole right to receive and the
power to direct the receipt of dividends from, or the proceeds from the sale
of the Issuer's shares of common stock it holds.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Hamilton Family 1998 Trust is not currently a party to any contracts,
arrangements, understandings or relationships with respect to the securities
of the Issuer; except that the 937,500 shares of the Preferred Stock have been
placed in an escrow to be released subject to certain earn-out provisions.
Item 7. Materials to be filed as Exhibits. None.
Signature: After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: November 8, 2000
The Hamilton Family 1998 Trust
___________________________________ ___________________________________
/S/ Kevin S. Hamilton, Trustee /S/Claudia K. Hamilton, Trustee
Signature/Title Signature/Title
