UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
SCHEDULE SC 14F1
INFORMATION STATEMENT
Pursuant to Section 14(F) of the Securities Exchange Act of 1934 and
Rule 14F-1 thereunder
BOPPERS HOLDINGS, INC.
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(Name of Small Business Issuer in its charter)
Nevada 000-30717 88-0409261
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
1801 E. Tropicana, Suite 9, Las Vegas, NV 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 893-2556
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INTRODUCTION
This Information Statement is being furnished pursuant to Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, in connection
with a proposed change in the membership of the Board of Directors of Boppers
Holdings, Inc. (the "Company"). This change may result from the proposed
merger between the Company's wholly-owned subsidiary, Boppers Acquisition Corp.,
a Nevada corporation ("BAC") and e Smart Systems, Inc., a privately held Nevada
corporation ("eSmart") (the "Merger").
Effective October 20, 2000, the Company, BAC and eSmart executed a Plan and
Agreement of Merger ("Agreement") pursuant to which BAC agreed to merge with
and into eSmart such that eSmart would be the survivor and become a wholly-
owned subsidiary of the Company. To accomplish the Merger, the Company
agreed to issue to the shareholders of eSmart an aggregate of 58,600,000
shares of its Common Stock (the "Merger Shares"). Upon completion of the
Merger (the "Effective Date"), the Company's current directors (the "Outgoing
Directors") will resign and be replaced by a single new director designated by
eSmart (the "Incoming Director").
Following the Effective Date of the Merger, anticipated to occur no later
than November 15, 2000, one Incoming Director will be appointed by eSmart to
replace the two Outgoing Directors of the Company. The change in directors
is intended to be effective at the closing of the Merger, but no earlier than
ten (10) days after the date on which this Information Statement is filed
with the Securities and Exchange Commission (the "Commission") and mailed to
all holders of record of the Company's Common Stock.
VOTING SECURITIES
There are currently 3,501,000 shares of the Company's Common stock outstanding.
Each share of Common Stock entitles the holder thereof to one vote on each
matter which may come before a meeting of the shareholders. Upon the Effective
Date, and following the issuance of the Merger Shares, there will be (i)
62,101,000 shares of the Company's Common Stock issued and outstanding, each
of which will entitle the holder thereof to one vote on each matter which may
come before a meeting of the shareholders, and (ii) warrants to purchase an
aggregate of 2,900,000 shares of the Company's Common Stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the Effective Date by (i) the
Incoming Director, (ii) the sole executive officer of the Company (as that
term is defined in item 402(a)(3) of Regulation S-B); (iii) each person who
will be the beneficial owner of more than five percent of the Company's Common
Stock and (iv) the Incoming Director and sole Executive Officer as a group.
All share ownership listed in the table is direct, unless otherwise indicated.
<TABLE>
<CAPTION>
Name and Address
of Shares of Amount of Percent
Beneficial Owner Shares Owned of Class
-------------------------------------------------------------------
<S> <C> <C>
Intermarket Ventures, Inc. 61,500,000 94.4%
7225 Bermuda Rd.
Suite C
Las Vegas NV 89119
John D. Phelan(1) 0 0.0%
Intermarket Ventures, Inc.
7225 Bermuda Rd.
Suite 2C
Las Vegas, NV 89119
Sole Incoming Director 0 0.0%
and Executive Officer
as a group (1 Person)
</TABLE>
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(1) Mr. Phelan will be the sole Incoming Director and sole executive officer
of the Company. He is the son of Mary Grace, the President and a director of
Intermarket Ventures, Inc., a Utah corporation ("IVI"). Mr. Phelan disclaims
beneficial ownership of eSmart shares owned by IVI. Mr. Phelan owns 200,000
warrants to purchase shares of IVI which is less than one percent of IVI.
CHANGES IN CONTROL
In connection with the Agreement, the Company will issue an aggregate of
58,600,000 shares of Common Stock to IVI, the sole shareholder of eSmart. At
the same time, the current directors and officers will resign their positions
as directors and officers of the Company. At the Effective Date, and following
delivery and filing of this Schedule, the one Incoming Director will become
the sole member of the Board. As a result of this change and the number of
shares being issued in the Merger, the Company will have experienced a change
in control.
Under the terms of the Share Transfer Agreement (the "Share Transfer Agreement")
dated August 27, 2000 by and between IVI and Sino Overseas Construction
Information Co., Ltd., a Chinese corporation ("SCI"), IVI is obligated to
transfer twenty nine million two hundred fifty thousand (29,250,000) of its
shares in the Company to SCI upon SCI's satisfaction of certain conditions set
forth in the Share Transfer Agreement. It is anticipated that such conditions
will be satisfied within the next six months.
The Company knows of no other arrangements or events, the happening of which
will result in a change in control.
LEGAL PROCEEDINGS
No material legal proceedings, to which the Company is a party or to which the
property of the Company is subject, is pending or is known by the Company to be
contemplated. Also, the Company is not aware of any legal proceedings in which
any director, officer, or any owner of record or beneficial owner of more than
five percent of any class of voting securities of the Company, or the Incoming
Director, incoming executive officer, future beneficial owner or any affiliate
of any such director, officer, affiliate of the Company, or security holder is
a party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries.
DIRECTORS AND EXECUTIVE OFFICERS
As described above, in connection with the Agreement, Mr. T.J. Jesky will
resign as President and a director of the Company, and Skyelan Rose will
resign as Secretary and a director of the Company, as of the Effective Date.
The following information relates to the individual who will become the
Incoming Director and sole executive officer of the Company upon the
Effective Date and the filing and delivery of this Schedule.
<TABLE>
<CAPTION>
Name of Incoming
Director and Sole
Executive Officer Age Position
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<S> <C> <C>
John D. Phelan 29 Director and President
The Incoming Director will serve a term of office which shall continue until
the next annual meeting of shareholders and until his successor has been duly
elected and qualified. The sole executive officer of the Company will serve
at the pleasure of the Board.
FAMILY RELATIONSHIPS
Not applicable.
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BUSINESS EXPERIENCE
Mr. Phelan graduated from Georgetown University School of Foreign Service
in 1993 and Harvard Law School in 1997. During 1997 Mr. Phelan was an
attorney with the Criminal Justice Institute in Boston, Massachusetts.
Between 1997 and 1999 Mr. Phelan was an associate in the litigation department
of Holme Roberts & Owen LLP located in Denver, Colorado.
CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
IVI is the owner of the principal technology that eSmart uses to conduct its
business. eSmart licenses such technology from IVI pursuant to the terms and
conditions of the Exclusive Use and Distribution Agreement (the "Distribution
Agreement"), dated July 7, 2000, by and between IVI and eSmart. The term of
the Distribution Agreement is for a period of thirty (30) years and in
consideration for the licenses granted to eSmart, eSmart issued all of its
capital stock to IVI. Currently, IVI owns 100% of eSmart.
In addition, IVI, eSmart and SCI, are parties to (i) a Joint Venture Contract
(the "Joint Venture Contract") dated August 27, 2000 and a Cooperation
Agreement (the "Cooperation Agreement") dated August 27, 2000. Pursuant to
the Joint Venture Contract and the Cooperation Agreement, IVI, eSmart and SCI
(collectively, the "Parties") have agreed to contribute capital, technology,
access to the Chinese market and other resources to eSmart City Card Co., Ltd.,
a joint venture company formed by the Parties under the laws of the People's
Republic of China ("City Card"). The Parties intend for City Card to
implement and administer local "smart card" projects in China. The duration
of City Card and the joint venture among the Parties is for a period of thirty
(30) years. Under the terms of the Joint Venture Contract, the profits and
losses of City Card will be allocated among IVI, eSmart and SCI on a twenty-five
percent (25%), fifty percent (50%) and twenty-five percent (25%) basis,
respectively.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 received by the Company
pursuant to Rule 16(a)-3 of the 1934 Act, none of the officers, directors or
beneficial owners of more than ten percent of any class of equity securities
of the Company registered pursuant to Section 12 of the 1934 Act have failed
to file on a timely basis, Forms 3, 4 or 5 as required by Section 16(a) during
the most recent fiscal year or prior fiscal year, except as follows:
Neither Mr. Jesky nor Ms. Rose filed a Form 3, due to be filed on or about
August 26, 2000, as required by Rule 16(a)-3 of the 1934 Act. Each of Mr.
Jesky and Ms. Rose will file a Form 3 on or before November 15, 2000.
BOARD COMMITTEES AND OTHER BOARD INFORMATION
The Board of Directors of the Company does not have an audit, nominating or
compensation committee. Instead, the Board itself performs such functions.
During the fiscal year ended December 31, 1999, the Board had no meetings.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Neither of the Company's executive officers received any compensation or
other remuneration in his or her capacity as such during the year ended
December 31, 1999 or to date in 2000. Mr. Jesky, the Company's sole employee,
presently serves without compensation. There were no stock options granted,
exercised or held by any executive officer during the current fiscal year.
The Company's directors presently serve without compensation, but are entitled
to reimbursement for reasonable and necessary expenses incurred on behalf of
the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on this 6th day of November, 2000.
BOPPERS HOLDINGS, INC.
By: /s/ T. J. Jesky
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T. J. Jesky
President
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</TABLE>
