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SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 14f
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Commission File number: 0-012139
DYNAMIC I-T, INC.
(Exact name of registrant as specified in its charter)
COLORADO 82-0379959
State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2504 Eleventh Street, Santa Monica, California 90405
(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code:(310) 392-8179
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SHARES OUTSTANDING
As of August 14, 2000, there were 34,605,213 voting shares of the Registrant's
$.001 par value common stock outstanding (including shares authorized to be
issued), its only class of voting securities, each share entitling the holder
thereof to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following persons are known by the Registrant to own or control beneficially
more than five percent of its outstanding $.001 par value common stock, its only
class of voting stock. The table below also sets forth the total number of
shares of the Registrant's outstanding voting stock owned by its officers and
directors and by persons proposed to become directors:
<TABLE>
<CAPTION>
Number of Percent of Percent
Shares Owned Class Before of Class
Name and Address of Beneficially Transaction After
Beneficial Owner and of Record on July 31, 2000 Purchase
Transaction
<S> <C> <C> <C>
----------------------------------------------- ---------------------------- ----------------------- ------------------
Robert Clautice (2) 49,500 4.95% .1%
----------------------------------------------- ---------------------------- ----------------------- ------------------
M.R. Reeves (2)(4) 197,501 19.7% .6%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Redgie Green (2) 49,500 4.95% .1%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Spencer Young 232,500 0% .6%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Complex Holdings, Ltd. 30,400,000 0% 94%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Patrick Doyle (1) 0% 0%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Brian O'Dell (1) 0% 0%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Melvyn Quiller (1)(3) 0% 0%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Chafe Omar Abou Richeh (3) 0% 0%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Raymond A. King (3) 0% 0%
----------------------------------------------- ---------------------------- ----------------------- ------------------
Ahmed Abdulla Mannai (3) 0% 0%
----------------------------------------------- ---------------------------- ----------------------- ------------------
</TABLE>
(1) Newly appointed Director
(2) Resigning Director
(3) Proposed Director
(4) Includes shares owned by husband Coke Reeves
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CHANGES IN CONTROL OF REGISTRANT
On January 28, 2000, Satnet Limited ("Satnet") and the Company entered into
an agreement for Satnet to sell all of the outstanding stock of Banknet Kft., a
Hungarian corporation, plus provide payment of $200,000 cash on February 15,
2000, and $600,000 cash in the following nine months in exchange for 30,400,000
common shares of the Company. The transaction closed on July 31, 2000 and
resulted in Satnet owning 94% of the issued and outstanding shares of the
Company's common stock.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant are:
Spencer Young Director Vice President
M.R. Reeves Director Secretary
Redgie Green Director
Robert Clautice Director
Brian O'Dell Director
Patrick Doyle Director
LEGAL PROCEEDINGS
No current director or future director, officer, or affiliate of the
Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
or has a material interest adverse to the Registrant.
MANAGEMENT
IDENTIFICATION OF DIRECTORS TO BE APPOINTED WITHOUT SHAREHOLDER MEETING
Upon consummation of the transactions being undertaken pursuant to the
Share Exchange Agreement*, but in no event sooner than ten days after the filing
of this Form and mailing of this Notice to Shareholders, three of the present
Directors of the Company, Robert Clautice, M.R. Reeves and Redgie Green, will
resign.
* Previously filed.
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The persons nominated to be directors of the Registrant, and their
ages, are as follows:
NAME AGE
---- ---
Raymond A. King 57
Ahmed Abdulla Mannai 69
Chafe Omar Abou Richeh 53
Melvyn F. Quiller 54
Patrick Doyle 58
Brian O'Dell 56
BUSINESS EXPERIENCE
The following is a brief account of the business experience during at
least the past five years of the persons proposed as new directors of the
Registrant, (including recently appointed Directors, Patrick Doyle and Brian
O'Dell), indicating the principal occupation and employment during that period
by each, and the name and principal business of the organizations by which they
were employed.
RAYMOND A. KING qualified in England as a Chartered Secretary and is
also a Fellow of the Institute of Bankers and the Institute of Financial
Accountants. He has had a distinguished career spanning over 40 years in the
Banking and Financial Markets in the City of London. Mr. King was a part of the
senior management team at National Westminster Bank Ltd for 27 years followed by
experience with P.K. Christiania Bank and The Moscow Narodny Bank Ltd. After one
career in the Banking sector Mr. King embarked upon a second career in Corporate
Finance in which he continues to be actively involved to the present date. In
1962 Mr. King was appointed Finance Director, and rose to become Managing
Director of Chartwell International Group PLC a company listed on the London
Stock Exchange AIM market. In 1996 Mr. King was appointed the Chairman of Norske
Energy Corporation and was instrumental in obtaining a listing on Nasdaq for
that Corporation. In 1999 Mr. King was appointed the Finance Director of Complex
Holdings Limited and in the same year was also appointed Finance Director of
Groundwork Trust an environmental charity.
AHMED ABDULLA MANNAI is a citizen of Qatar and is the Chairman of
Mannai Corporation a diversified company that employs over 3000 people within
the companies that operate on a worldwide basis. Mr. Mannai currently serves on
the Board of Directors of Complex Holdings Limited, Qatar Insurance Company, The
Gulf Publishing & Printing Organization [the publishers of the "Gulf Times" in
Qatar] and the Bahrain based international investment Bank "The Investcorp Bank
EC" of which he is also a founding member. In recognition of his contribution
towards Economic and Industrial Co-operation between Qatar and France, Mr.
Mannai was appointed "Commandeur de la Legion d`Honneur" by the late President
Francois Mitterand. The current President of France Jaques Chirac awarded to Mr.
Mannai, in honor of his distinguished services, the "Gold Medal of the Town of
Paris".
CHAFE OMAR ABOU RICHEH is a Saudi National and has some 30 years of
experience in the Telecommunications Industry that encompasses secure
communications, C31, data communications, line of sight, satellite and security
systems. In 1968 Mr. Abou Richeh graduated from George Washington University
with a Masters Degree in Electronics. Mr. Abou Richeh has spent a considerable
part of his career in the Middle East where he established and subsequently
managed numerous successful telecommunication enterprises in Saudi Arabia, the
Gulf States, Lebanon and Syria. He was one of the founding members of British
Telecom and Telettra in Saudi Arabia, and served on the Boards of both
companies. Mr. Abou Richeh was responsible for introducing into Saudi Arabia
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the first commercial application of fiber optics, the first commercial e-mail
network, the first to introduce line conditioning equipment into the PTT
network, and through Telettra installed most of Saudi Arabia`s spur commercial
links. Mr. Abou Richeh has undertaken numerous consultancy roles in the Middle
East. Among his many clients are Cable and Wireless, Andrew Corporation, Hughes
Aircraft, NEC/Sumitomo, Crypto AG and Motorola. Mr. Abou Richeh is a director of
Elixir International [in Saudi Arabia], Inma Engineering [in Lebanon], Complex
Holdings Limited, a diversified company with interests in Telecommunications and
Internet related activities in Hungary and the Russian Federation. He also
serves on the Board of Complex Investments Limited.
MELVYN F. QUILLER graduated from Harrow College of Technology as a
Mechanical Engineer in 1975. He has spent a substantial part of his career
working with a major British construction company "600 Group PLC" in
communication and transport related projects throughout Eastern Europe and the
Middle East. Mr. Quiller served as a Director of a subsidiary of 600 Group PLC
and subsequently was appointed Managing Director in 1979 a position that he held
for 9 years before retiring from the Board in 1986. In 1997 Mr. Quiller was
appointed to the Board of Russian Telecommunication Network a Russian Company
operating satellite and terrestrial networks for National and International
voice and data communications. He resigned from the Board in 1999. In 1997 Mr.
Quiller was appointed a Director of Complex Investments Limited, and in the
following year 1998 Mr Quiller was appointed to the Board of Complex Holdings
Limited a diversified company that has interests in Telecommunications and
Internet activities in Hungary and the Russian Federation.
PATRICK D. DOYLE is an English qualified lawyer [Bachelor of Laws,
London University 1963]. In April 1967 he was admitted as a Solicitor of The
Supreme Court of England and joined the Legal Department of Commonwealth
Development Finance Company ["CDFC"] a subsidiary of the Bank of England. He
spent over 15 years with CDFC rising to the position of Senior Legal Advisor.
While with CDFC he was actively involved in the provision of Project Finance in
over 30 countries of the Commonwealth. Mr. Doyle has devoted his professional
career to the practice of International Law. He has worked in Eastern Europe and
a number of countries of the former Soviet Union. In his work he has accumulated
considerable first hand knowledge of complex international legal and ethical
problems. Mr. Doyle has advised several Governments and worked alongside major
international funding agencies such as The World Bank, The International Finance
Corporation and EBRD. For some years Mr. Doyle has been advising clients on the
legal problems associated with Telecommunications and more recently Internet
related issues. In February 1995 Mr. Doyle was recruited by Minneapolis based
Law Firm Popham Haik to open an office in London, England. In May 1997 this
London office was acquired by Washington Law Firm McKenna & Cuneo and Mr. Doyle
became Counsel. In October 1998 Mr. Doyle joined the London office of the global
law firm Arnold & Porter from where he retired in December 1999.
BRIAN J. O`DELL has had a long and successful career in International
Trade Finance in the City of London. However he has recently capitalized upon
his financial knowledge by joining the Boards of several companies. Mr. O`Dell
has worked in the City of London for over 30 years. For 15 years he was the
General Manager of Barter Group a leading player in Barter and Countertrade
activities. At Barter Group he headed the highly specialized team that was
responsible for the creation of financial support instruments based on Barter
and Compensation for Governments and Corporate bodies. His recognized expertise
in this highly sophisticated area of international trade led to his being
retained by "Euromoney" business magazine to lecture at seminars throughout
Europe and Africa. A number of his papers have been published and are to be
found in the Business section of the City of London Library. In 1996 Mr. O`Dell
joined the Board of Complex Telecommunications Limited to assist in development
of the corporate activities. In the following year1997 he was appointed to the
Board of Complex Holdings Limited a diversified company with interests in
Telecommunications and Internet holdings in Eastern
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Europe. At the same time he was appointed to the Board of Complex Investments
Limited. In 1999 Mr. O`Dell joined the Board of Satnet Limited, a UK registered
company unrelated to the Satnet Limited which sold Banknet Kft to the company,
and is now director. At the same time Mr. O`Dell was appointed to the Board of
Satellite News Services Limited. He retains all these directorships to the
present day.
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except those listed below, there were no transactions or series of
transactions during the Registrant's last fiscal year or the current fiscal
year, or any currently proposed transactions or series of transactions for the
remainder of the fiscal year, in which the amount involved exceeds $60,000 and
in which to the knowledge of the Registrant, any director, executive officer,
nominee, future director, five percent shareholder, or any member of the
immediate family of the foregoing persons, have or will have a direct or
indirect material interest. On February 10, 2000 Coke Reeves, husband of M.R.
Reeves, Secretary and Director, settled all past salary claims with the Company
for 100,000 shares of common stock. Spencer Young, Vice President and a
Director, received 200,000 shares for services rendered in February 2000. In
addition, none of the foregoing persons have been indebted to the Registrant
during such periods in an amount exceeding $60,000.
COMMITTEES OF THE BOARD OF DIRECTORS
The Registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, nor does it propose to have the same following the appointment of the
new directors.
MEETINGS OF THE BOARD OF DIRECTORS
There were irregular meetings of the Registrant's Board of Directors
during the current fiscal year and during the past fiscal year, as necessary.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's past fiscal year, and the current fiscal year,
the executive officers and directors of the Registrant received compensation
from the Registrant as follows: a) Coke Reeves, formerly an Officer and Director
and husband of M.R. Reeves received 100,000 shares of common stock in settlement
of all back salary claims; and b) Spencer Young, an officer and Director,
received 200,000 shares of common stock for services rendered in the acquisition
of Banknet Kft. No compensation was paid pursuant to a plan, no other type of
compensation was paid, no director received compensation, and no termination of
employment and change of control arrangements were implemented other than those
set forth herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: August 14, 2000 Dynamic I-T, Inc.
by:/s/Patrick D. Doyle
Patrick D. Doyle, Director
