UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 22, 2001
Cybergate, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
23247E 88-0356047
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(CUSIP Number) (IRS Employer Identification Number)
c/o, Sandra Jorgensen, President
3809 South West Temple, Suite 1B
Salt Lake City, Utah 84115
(Address of principal executive offices)
(801) 944-0385
(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
Check the appropriate box:
[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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CYBERGATE, INC.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14(c)-5(g)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule
0-11: 0
4) Proposed maximum aggregate value of transaction: 0
5) Total fee paid: $125.00
[ ] Fee paid previously with preliminary materials.
[ ] 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:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed
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CYBERGATE, INC.
3809 South West Temple, Suite 1B
Salt Lake City, Utah 84115
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
taken prior to April 27, 2001
To the Stockholders of Cybergate, Inc.:
Notice is hereby given that upon Written Consent by the holders of a majority of
the outstanding shares of common stock of Cybergate, Inc. (the "Company"), to
amend its Articles of Incorporation to change the name of the Company to
"Mortgage Financial Link.com, Inc. " and to file such an amendment with the
State of Nevada. The change will be effective on final effectiveness of this
filing and is expected to be on or about May 30, 2001
Only stockholders of record at the close of business on April 11, 2001 shall be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
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Sandra Jorgensen, President & Director
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This information statement is being furnished to all holders of the common stock
of the Company in connection with the Action by Written Consent to amend the
Company's Articles of Incorporation.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of Cybergate, Inc., a Nevada Corporation ("Cybergate"), in connection with
resolutions of the Board of Directors and the written consent of stockholders of
in excess of 75% of the common stock of Cybergate providing for an amendment to
Cybergate's Articles of Incorporation to change the name of the Company to
"Mortgage Financial Link.com Inc. " This action is being taken to reflect the
business operations that the Company will be following since its recent
acquisition of assets and operations through its acquisition of Home Mortgage
and Loan, Inc.
The Board of Directors and persons owning the majority of the outstanding voting
securities of Cybergate have unanimously adopted, ratified and approved
resolutions to effect the change in name. No other votes are required or
necessary. See the caption "Vote Required for Approval," below. The Amendment
has been filed and is expected to become effective on or about May 30, 2001.
The Form 10-KSB filed by Cybergate with the Securities and Exchange Commission
may be viewed on the Securities and Exchange Commission's web site at
www.sec.gov in the Edgar Archives. Cybergate is presently "current" in the
filing of all reports required to be filed by it. See the caption "Additional
Information," below.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes ("the Nevada Law") do not provide for dissenter's
rights of appraisal in connection with the Recapitalization.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on April 11, 2001 as the
record date for the determination of the common shareholders entitled to notice
of proposed action by written consent.
At the record date, the Company had outstanding 20,042,000 shares of $0.001 par
value common stock. The Company's officers, directors and principal shareholders
own or control in the aggregate greater than 75% of the issued and outstanding
shares of Common Stock on the Record Date, these persons have signed a consent
to the taking of this action. This consent will be sufficient, without any
further action, to provide the necessary stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as of
April 11, 2001 by (i) each person who is known by the Company to own
beneficially more than five percent (5%) of the outstanding shares of Common
Stock; (ii) each of the Company's named Executive Officers and Directors; and
(iii) all Directors and Executive Officers as a group:
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Title of Class Name and Address of Beneficial Amount and Nature of Percent of Class
Ownership Beneficial Ownership
Common Stock Axia Group, Inc.
268 West 400 South, Suite 300 2,000,000 9.9%
Salt Lake City, Utah 84101
Common Stock Sandra Jorgensen 16,500,000 82.3%
3809 South West Temple, Suite 1B
Salt Lake City, Utah 84115
VOTE REQUIRED FOR APPROVAL
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendments discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration at an annual or special meeting and must be
approved by a majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action required
to be taken at a special or annual meeting of the stockholders of a Nevada
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power.
The Board of Directors of Cybergate, Inc. and persons owning and having voting
power in excess of 75% of the outstanding voting securities of Cybergate have
adopted, ratified and approved the change in the name of Cybergate.(see the
heading "Voting Securities and Principal Holders Thereof" above). No further
votes are required or necessary to effect the proposed amendment.
The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of
20,042,000 shares of issued and outstanding shares of the Company's $0.001 par
value common voting stock outstanding on April 11, 2001, the record date for
determining shareholders who would have been entitled to notice of and to vote
on the proposed amendment to Cybergate's Articles of Incorporation.
ITEM 2.
STATEMENT THAT PROXIES ARE NOT SOLICITED
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
ITEM 3.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer or
nominee or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the proposed amendment to Cybergate's
Articles of Incorporation or in any action covered by the related resolutions
adopted by the Board of Directors, which is not shared by all other
stockholders.
ADDITIONAL INFORMATION
Additional information concerning Cybergate, Inc., including its Form 10-KSB
statement, which has been filed with the ecurities and Exchange Commission, may
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be accessed through the EDGAR archives, at www.sec.gov. , which document is
incorporated herein by reference.
Dated: May 22, 2001
By Order of the Board of Directors
/s/ Sandra Jorgensen
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Sandra Jorgensen, President and Director
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Exhibit "A"
AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
Cybergate, Inc.
Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned
persons, desiring to amend the Articles of Incorporation of Cybergate, Inc.,
under the laws of the State of Nevada, do hereby sign, verify, and deliver to
the Office of the Secretary of State of the State of Nevada this Amendment to
the Articles of Incorporation for the above- named company (hereinafter referred
to as the "Corporation"):
Pursuant to the provisions of Section 16-10a-704, the amendment contained
herein was duly approved and adopted by a majority of shareholders and by the
board of directors of the Company.
FIRST: The Articles of Incorporation of the Corporation were first filed
and approved by the Office of the Secretary of State of the State of Nevada on
February 15, 1996.
Second: Article I of the Articles of Incorporation of the Corporation is
amended and stated in its entirety to read as follows:
"FIRST
The Name of the Company Shall be MORTGAGE FINANCIAL LINK.COM INC."
DATED this 11th day of April, 2001.
/s/ Sandra Jorgensen
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Sandra Jorgensen, President and Director
/s/ Darby DeBellis
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Darby DeBellis, Vice President and Director
/s/ Athena Killeen
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Athena Killeen, Secretary and Director
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