UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
DEFINITIVE
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 10, 2002
Cyber Wrestling, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
232454 10 8 88-0360530
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(CUSIP Number) (IRS Employer Identification Number)
c/o, Richard D. Surber, President
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
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(Address of principal executive offices)
(801) 575-8073
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(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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[ X ] Definitive Information Statement
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CYBER WRESTLING, INC.
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(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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CYBER WRESTLING, INC.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
taken prior to March 28, 2002
To the Stockholders of Cyber Wrestling, Inc.:
Notice is hereby given that upon Written Consent by the holders of a majority of
the outstanding shares of common stock of Cyber Wrestling, Inc. (the "Company"),
to amend its Articles of Incorporation to change the name of the Company to "CSI
Holdings, 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 June 4, 2002.
The Company also intends to amend its Articles of Incorporation to increase the
number of authorized shares of common stock from 20,000,000 to 300,000,000,
without changing the par value of the common stock or changing the number of
shares of preferred stock that are authorized, and that Article 4 of the
Articles of Incorporation be amended to reflect such changes.
Only stockholders of record at the close of business on March 28, 2002, shall be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Richard D. Surber
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Richard D. Surber, President and 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 Cyber
Wrestling, Inc.'s Articles of Incorporation.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of Cyber Wrestling, Inc., a Nevada Corporation ("the Company"), in connection
with resolutions of the Board of Directors and the written consent of
stockholders of in excess of 90% of the common stock of the Company. This
statement provides for an amendment to the Company's Articles of Incorporation
to change the name of the Company to "CSI Holdings, Inc." and to increase the
number of shares of authorized common stock to 300,000,000. This action is being
taken to facilitate and reflect the business operations of the Company.
The Board of Directors and persons owning the majority of the outstanding voting
securities of the Company have unanimously adopted, ratified and approved
resolutions to effect the change in name and the increase in the number of
authorized shares. No other votes are required or necessary. See the caption
"Vote Required for Approval," below. The Amendments will be filed and is
expected to become effective on or about April 30, 2002.
The Form 10-KSB filed by the Company 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. The Company 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 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 March 28, 2002, 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 2,039,500 shares of $0.001 par
value common stock. The Company's officers, directors and principal shareholders
who own or control in the aggregate greater than 90% of the issued and
outstanding shares of Common Stock on the Record Date 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
March 28, 2002 by (i) each person who is known by the Company to own
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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:
Title of Class Name and Address of Beneficial Amount and Nature of Percent of Class
Ownership Beneficial Ownership
Common Nexia Holdings, Inc.1
Stock 268 West 400 South, Suite 300 1,000,000 49%
Salt Lake City, Utah 84101
Common Richard Surber2 1,000,000 49%
Stock 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
1. Nexia acquired the 1,000,000 shares from Axia Group, Inc. in a February 15,
2002 stock purchase agreement.
2. Richard D. Surber is the President and CEO of Nexia Holdings, Inc., and
therefore has voting power over the 1,000,000 shares held by both. Mr. Surber
personally owns 1,000,000 shares of Cyber Wrestling's stock.
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 the Company and persons owning and having voting power
in excess of 50% of the outstanding voting securities of the Company have
adopted, ratified and approved the change in the name of the Company (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 2,039,500
shares of issued and outstanding shares of the Company's $0.001 par value common
voting stock outstanding on March 28, 2002, the record date for determining
shareholders who would have been entitled to notice of and to vote on the
proposed amendment to the Company'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
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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 the Company'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 the Company, including its Form 10-KSB
statement, which has been filed with the Securities and Exchange Commission, may
be accessed through the EDGAR archives, at www.sec.gov and is incorporated
herein by reference.
Dated: May 10, 2002
By Order of the Board of Directors
/s/ Richard D. Surber
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Richard D. Surber, President & Director
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Exhibit "A"
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
CYBER WRESTLING, INC.
Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned
persons, desiring to amend the Articles of Incorporation of Cyber Wrestling,
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 Company"):
Pursuant to the provisions of Section 78.320, 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 Company were first filed and
approved by the Office of the Secretary of State of the State of Nevada on
February 15, 1996
SECOND: The following amendment to change the name of the Company to CSI
Holdings, Inc., was adopted by 2,000,000 shares, or 98 %, of the 2,039,500
issued and outstanding shares of common stock entitled to approve such
amendment. The amendment to increase the number of authorized common shares to
300,000,000 was adopted by 2,000,000 shares, or 98% of the 2,039,500 issued and
outstanding shares of common stock entitled to approve such an amendment.
THIRD: Article First of the Articles of Incorporation of the Company is amended
and stated in its entirety to read as follows:
FIRST: The name of the Company shall be CSI Holdings, Inc.
FOURTH: Article Fourth of the Articles of Incorporation of the Company is
amended and state in its entirety to read as follows:
FOURTH: The stock of the corporation is divided into two classes: (1)
common stock in the amount of Three Hundred Million (300,000,000) having
par value of $0.001 each, and (2) preferred stock in the amount of Five
Million (5,000,000) shares having par value of $0.001 each. The Board of
Directors shall have the authority, by resolution or resolutions, to divide
the preferred stock into more than one class of stock or more than one
series of any class, to establish and fix the distinguishing designation of
each such series and the number of shares thereof (which number, by like
action of the Board of Directors, from time to time thereafter, may be
increased, except when otherwise provided by the Board of Directors in
creating such series, or may be decreased, but not below the number of
shares thereof then outstanding) and, within the limitations of applicable
law of the State of Nevada or as otherwise set forth in this Article, to
fix and determine the relative voting powers, designations, preferences,
limitations, restrictions and relative rights of the various classes or
stock or series thereof and the qualifications, limitations or restrictions
such rights of each series so established prior to the issuance thereof.
There shall be no cumulative voting by shareholders.
DATED this 4th day of June, 2002.
/s/ Richard Surber
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Richard D. Surber, President and Director
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