U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person: Kevin S. Hamilton, 2900 Townsgate
Road, Suite 200, Westlake Village, CA 91361
2. Date of Event Requiring Statement (Month/Date/Year): 10/17/00
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Issuer Name and Ticker or Trading Symbol: EZConnect, Inc. (EZCT)
5. Relationship of Reporting Person(s) to Issuer (Check all Applicable)
(X) Director (X) Officer, give title below (X) 10% Owner ( ) Other
Title: Senior Vice President
6. If Amendment, Date of Original (Month/Day/Year): N/A
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I - Non-Derivative Securities Beneficially Owned
1. Title of Security: Preferred Stock
2. Amount of Securities Beneficially Owned: 1,106,611 (1)
3. Ownership Form: Direct(D)or Indirect(I): I
4. Nature of Indirect Beneficial Ownership: Held of record by Kevin S.
Hamilton and Claudia K. Hamilton, as Trustees of the Hamilton Family 1998
Trust dated July 10, 1998
TABLE II - Derivative Securities Beneficially Owned
1. Title of Derivative Security: Options
2. Date Exercisable (Month/Day/Year):
Amount Exercisable Expiration Date
------ ----------- ---------------
234,383 12/31/2001 10/17/2005
140,625 (2) See Explanation Below 10/17/2005
374,992 (3) See Explanation Below 10/17/2005
3. Title and Amount of Securities Underlying Derivative Security
Title Amount
----- ------
Common Stock 750,000
4. Conversion or Exercise Price of Derivative Security: $1.50
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I): Direct
6. Nature of Indirect Beneficial Ownership: N/A
Explanation of Responses:
(1) Each share of Preferred Stock is convertible to one share of Common Stock,
at the option of the record holder, subject to automatic conversion on the
occurrence of certain events, prior to and including October 17, 2002. 937,500
shares have been placed in escrow to be released subject to certain earn-out
provisions.
(2) 15,625 options vest on the completion of the nine consecutive months
commencing January 31, 2002 and continuing through and including September 30,
2002.
(3) 46,874 options vest at the end of each of eight calendar quarters
commencing with the quarter ended December 31, 2000, subject to the
achievement of certain MBOs; provided that none of such options shall be
deemed to be fully vested until October 1, 2001, regardless of the achievement
of quarterly MBOs prior to that date.
<PAGE>
<PAGE> 2
Signature of Reporting Person:
Date: 10/25/00
/S/ Kevin S. Hamilton
