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SCHEDULE 14C
(RULE 14c-201)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
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<S> <C>
[X] Preliminary information statement [ ] Confidential for use of the Commission only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive information statement
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Asia Media Communications, Ltd.
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(Name of Registrant as Specified in Its Charter)
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 O-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:
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[ ] 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, Schedules or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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ASIA MEDIA COMMUNICATIONS, LTD.
712 Fifth Avenue, 7th Fl.
New York, NY 10019
INFORMATION STATEMENT
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GENERAL
-------
On March 11, 1999, the Board of Directors of Asia Media
Communications, Ltd. (the "Company") adopted resolutions approving an
amendment (the "Amendment") to the Company's amended Articles of Incorporation
and recommending that the Amendment be submitted to stockholders of the
Company for their approval as required under the Nevada General Corporation
Law ("NGCL"). The Amendment provides for a change in the Company's name
to MyWeb Inc.com.
As of the close of business on March 13, 1999, the record date
for the determination of stockholders to whom this Information Statement is
sent, the Company had outstanding 9,485,355 shares of common stock, par value
$.01 per share (the "Common Stock"), each share being entitled to one vote on
each matter presented at a meeting or to give one consent in lieu of voting at a
meeting. As permitted under Section 78.320 of the NGCL, by written consent dated
March 16, 1999, shareholders of the Company representing more than 50.1% of the
issued and outstanding shares of Common Stock approved the Amendment. The
Amendment will become effective on the date of the filing thereof with the
Secretary of State of Nevada (the "Effective Date"), which filing is expected to
take place on, or shortly after, April [21], 1999. A copy of the Amendment is
attached hereto as Exhibit A.
This Information Statement is being mailed to stockholders of the
Company on or about March [31], 1999.
All expenses incurred in connection with the preparation and
mailing of this Information Statement will be borne by the Company. This
Information Statement is prepared and distributed by the Company.
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
No director, executive officer, nominee for election as a
director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings or
otherwise, resulting from the Amendment, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests.
PRINCIPAL STOCKHOLDERS
So far is known to the Company, the following table sets forth
the beneficial owner of 5% or more of the Common Stock as March 15, 1999.
Beneficial ownership has been determined for purposes herein in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934 as amended, under which a
person is deemed to be the beneficial owner of securities if such person has or
shares voting power or investment power in respect of such securities or has the
right to acquire beneficial ownership within 60 days.
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<CAPTION>
Amount and Nature
of Beneficial
Name and Address Title of Class Ownership Percent of Class
- ---------------- -------------- --------- ----------------
<S> <C> <C> <C>
Dr. Ahman Mustaffa Babjee Common 850,000 8.96%
Incubator 2, Unit G3, Technology Park Indirect(1)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
Cheach Meng Fui Common 850,000 8.96%
Incubator 2, Unit G3, Technology Park Indirect(2)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
Doris Poh Heem Huang Common 789,550 8.32%
612 Telok Blangah Road Indirect(3)
#01-03 Fairways Condominium
Singapore 102096
Chew Gaik Sim Common 850,000 8.96%
Incubator 2, Unit 63, Technology Park Indirect(4)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
T.S. Wong Common 2,675,950 28.20%
Incubator 2, Unit G3, Technology Park Indirect(5)
</TABLE>
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(1) Owned of record by Ambang Dinamik Sdn. Bhd.
(2) Owned of record by Jerisle Ltd.
(3) Owned of record by Free Earth Investments Ltd. Mrs. Huang is the wife of
Victor Ng, a director of the Company, and Mr. Ng disclaims beneficial
ownership of these shares.
(4) Owned of record by Neutron Enterprises Inc.
(5) Owned of record by Star Channel Systems Sdn. Bhd. of which Mr. Wong owns
87.3% of the outstanding stock.
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Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
AMENDMENT TO THE COMPANY'S
AMENDED CERTIFICATE OF INCORPORATION
TO EFFECT A CHANGE IN NAME
Upon filing of the Amendment the Company's name will be changed
to MyWeb Inc.com. The purpose of this change is to reflect the acquisition by
the Company on February 24, 1999, of 100% of the capital stock of TecnoChannel
Sdn. Bhd., a Malaysian corporation that trades under the name "MyWeb" and which
constitutes the sole operating business of the Company. The voting and other
rights that accompany the Common Stock will not be affected by the change in
corporate name. SHAREHOLDERS MAY, BUT NEED NOT, EXCHANGE THEIR CERTIFICATES TO
REFLECT THE CHANGE IN CORPORATE NAME.
By Order of the Board of Directors
Edward J. Tobin
Chairman of the Board
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EXHIBIT A
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(AFTER ISSUANCE OF STOCK)
ASIA MEDIA COMMUNICATIONS, LTD.
We, the undersigned, Edward J. Tobin, Chairman, and Steven A. Saide,
Assistant Secretary of Asia Media Communications, Ltd. do hereby certify:
That the Board of Directors of said corporation by Unanimous Written
Consent of the Board of Directors dated March 11, 1999, adopted resolutions to
amend the original articles as follows:
Article First is hereby amended to read as follows:
1. NAME. The name of the corporation is MyWeb Inc.com
(hereinafter called the "Corporation").
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 9,485,355; that the said
change and amendment have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
________________________________
Edward J. Tobin, Chairman
________________________________
Steven A. Saide, Assistant Secretary
STATE OF )
) SS.
COUNTY OF )
On _______________, 1999, personally appeared before me, a Notary
Public, Edward J. Tobin who acknowledged that he executed the above instrument.
________________________________
Signature of Notary
(Notary Stamp or Seal)
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STATE OF )
) SS.
COUNTY OF )
On _______________, 1999, personally appeared before me, a Notary
Public, Steven A. Saide who acknowledged that he executed the above instrument.
________________________________
Signature of Notary
(Notary Stamp or Seal)
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