CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: 3 October, 2002
SHARECOM, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
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66-0857752
(IRS Employer Identification Number)
81948R 10 5
(CUSIP Number)
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C/o Dan Davis, President
2121 West Army Trail Road, Suite 105, Addison IL 60101
(Address of principal executive offices)
(630) 705-9654
(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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Sharecom, Inc.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] 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:
[ ] 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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7
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SHARECOM, INC.
2121 West Army Trail Road. Suite 105
Addison Illinois 60101
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
to be taken on November 4, 2002
To the Stockholders of SHARECOM, INC.:
Notice is hereby given that The Company proposes that it conduct a 1 for 2,500
reverse-split of its common stock, such that every current shareholder of the
Company's common stock shall be issued one share of the Company's $0.001 common
voting stock in exchange for every 2,500 shares of the Company's $0.001 common
voting stock held as of the record date, with fractional shares being rounded up
to the next whole share. The number of authorized shares would remain the same.
Shareholders of record at the close of business on November4, 2002 will be
affected by the reverse-split as set forth in this paragraph.
Only stockholders of record at the close of business on October 3, 2002 shall be
given Notice of the Action by Written Consent. The Company will not solicit
proxies.
By Order of the Board of Directors
/s/Dan Davis
Dan Davis, President
This information statement is being furnished to all holders of the common stock
of the Sharecom, Inc. in connection with the Proposed Action by Written Consent
to effect a one for twenty five hundred reverse-split of the Company's common
shares, with fractional shares being rounded up to the next whole share.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of Sharecom, Inc., a Nevada Corporation ("Sharecom "), in connection with
resolutions of the Board of Directors and the written consent of a holder of in
excess of 50% of the common stock of Sharecom providing for approval of a one
(1) for Twenty Five Hundred (2,500) reverse-split of the $0.001 par value common
stock of Sharecom for all shareholders of record on November 1, 2002, with
fractional shares being rounded up to the next whole share. This action is being
taken to provide a higher per share trading value of the Company's publicly
traded shares, to provide additional authorized but unissued shares of the
Company's common stock for future use by the Company's Board of Directors to
conduct the affairs of the Company, and to facilitate the business operations of
the Company.
The Board of Directors and a person owning the majority of the outstanding
voting securities of Sharecom have unanimously adopted, ratified and approved
the proposed reverse-split of the Company's shares. No other votes are required
or necessary. See the caption "Vote Required for Approval" below. The
reverse-split will be effected on November 4, 2002.
The Form 10-QSB for quarterly period ended June 30, 2002, filed by Sharecom 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. Sharecom is
presently "current" in the filing of all reports required to be filed by it. See
the caption "Additional Information," below.
DISSENTEER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes ("Nevada Law") do not provide for dissenter's rights
of appraisal in connection with the reverse-split.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors fixed the close of business on October 3, 2002 as the
record date for the determination of the common shareholders entitled to notice
of the action by written consent.
At the record date, the Company had outstanding 746,360,722 shares of $0.001 par
value common stock. One shareholder holds a controlling interest of 432,551,000
(57.95%) shares of the $0.001 par value common stock of the Company as of the
record date, representing more than a majority of the Company's outstanding
common stock. The shareholder, Pine Services, Inc., consented to the action
required to effect the reverse-split of the Company's outstanding shares. This
consent was sufficient, without any further action, to provide the necessary
stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
As of October 3, 2002, the Company had 746,360,722 shares of its common voting
stock issued and outstanding. 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 October 3, 2002 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 Owner Amount and Nature of Beneficial Percent of Class
Ownership
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Pine Services, Inc. 432,551,000 57.95%
Common Stock 4 Piso, Suite 40 Legal Ownership
San Jose, Cost Rica
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Common Stock Roxana Lao, President 432,551,000 57.95%
4 Piso, Suite 40 beneficially as president of
San Jose, Cost Rica Pine Services, Inc.
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Common Stock All officers and directors as a group 0 0%
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VOTE REQUIRED FOR APPROVAL
Section 78.207 of the Nevada Revised Statutes provides an outline of the manner
in which a corporation may carry out a reverse-split of its issued and
outstanding shares. This includes the reverse-split discussed herein. The
procedure and requirements to effect a reverse-split where the number of
authorized shares remains the same is set forth in Section 78.207(3). Section
78.207(3) provides that a proposed reverse-split of the issued and outstanding
shares of a corporation, since such action may alter or change a preference or
other right of an existing shareholder, must be adopted by the Board of
Directors and then approved by a majority of the outstanding voting securities
of the class affected by the reverse-split.
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 Sharecom and a person owning and having voting power
in excess of 50% of the outstanding voting securities of Sharecom have adopted,
ratified and approved the proposed reverse-split of the common shares of
Sharecom .(see the heading "Voting Securities and Principal Holders Thereof"
above). No further votes are required or necessary to effect the proposed
reverse-split.
The securities that would be entitled to vote if a meeting was required to be
held to effect the reverse-split of Sharecom's common shares consist of issued
and outstanding shares of the Company's $0.001 par value common voting stock
outstanding on the record date, October 3, 2002.
REASONS FOR REVERSE-SPLIT
The Board of Directors and Majority shareholder of the corporation have approved
the proposal to effect a reverse-split of the outstanding shares of the
corporation to allow for a substantial reduction in the total number of issued
and outstanding shares of the corporation. They believe that a reduction in the
number of outstanding shares will be beneficial to the company by hopefully
allowing for a proportional increase in the trading price of the corporation's
shares. It is hoped that the reduction in the number of outstanding shares will
benefit the company by not only increasing the bid and ask price for the
company's shares, but will also increase the number of shares available to the
company in the future for possible use in a merger, acquisition, capital raising
offering, or other use as may be allowed by law.
The Board considers it desirable that the Company have the flexibility to issue
an additional amount of Common Stock without further stockholder action, unless
otherwise required by law or other regulations. The reverse-split will have the
effect of a recapitalization because it will substantially increase the number
of shares available for issuance by the Board of Directors. The availability of
these additional shares will enhance the Company's flexibility in connection
with any possible acquisition or merger, stock splits or dividends, financings
and other corporate purposes and will allow such shares to be issued without the
expense and delay of a special stockholders' meeting, unless such action is
required by applicable law or rules of any stock exchange on which the Company's
securities may then be listed.
Presently, the Company has issued only one class of stock, Common Stock, par
value $0.001 per share. All of such shares are voting shares and have the same
voting rights. However, none of such shares confer any preemptive rights on the
holders thereof to purchase or receive any additional shares of the Company's
Common Stock or any other securities, rights or options for the Company's
securities authorized or acquired by the Company in the future. The Board may
issue the Common Stock authorized by the Company's Charter for such
consideration as may be fixed by the Board and for any corporate purpose without
further action by the stockholders, except as may be required by law. Each share
of Common Stock has equal dividend rights and participates equally upon
liquidation.
NO CHANGE IN NAME, BUSINESS OR PHYSICAL LOCATION
The proposed reverse-split will effect a change in the number of issued and
outstanding shares of Sharecom, Inc. with the number of authorized shares
remaining the same. However, the reverse-split will not result in any change in
the Company's name, business, management, location of the Company's principal
executive offices, assets, liabilities or net worth. Management, including all
directors and officers, will remain the same after the reverse-split. The
Company's common stock will continue to trade without interruption on the Over
the Counter Bulletin Board of the National Association of Securities Dealers
under the symbol SHCC.
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, 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, in
the proposed reverse-split of Sharecom's common shares 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 Sharecom , including its annual and quarterly
reports on Forms 10K-SB and 10-QSB, which have been filed with the Securities
and Exchange Commission, may be accessed through the EDGAR archives, at
www.sec.gov.
Dated: October 3, 2002
By Order of the Board of Directors
/s/ Dan Davis
Dan Davis, President
Exhibit A
CONSENT OF A MAJORITY OF SHAREHOLDERS OF
SHARECOM, INC.
TO ACTION WITHOUT A MEETING
The undersigned, representing a majority of shareholders of
Sharecom, inc. (the "Company") as of October 3, 2002 hereby consents to and
authorizes the following action effective November 4, 2002;
WHEREAS, the Company, on the date first written above, had 746,360,722 shares of
$0.001 par value common stock issued and outstanding; and
WHEREAS, Pine Services, Inc. (the "Majority Shareholder"), as set forth
below, collectively holds, 57.95% of all of the Company's $0.001 par value
common stock representing more than a majority of the Company's issued and
outstanding common stock; and
WHEREAS, the Majority Shareholder agrees that it is in the best
interest of the Company to effect a one (1) for Twenty Five Hundred (2,500)
reverse-split of the Company's issued and outstanding common stock with
fractional shares being rounded up to the next whole share with the number of
authorized shares to remain unchanged;
NOW THEREFORE BE IT RESOLVED, that the undersigned Majority Shareholder
hereby approves and consents to the Company's effecting of a one (1) for Twenty
Five Hundred (2,500) reverse-split of the Company's issued and outstanding
common stock with fractional shares being rounded up to the next whole share
with the number of authorized shares to remain unchanged; and
FURTHER RESOLVED, that the appropriate officers of the Company are
authorized, empowered and directed, in the name and on behalf of the
Shareholder, to issue the shares on such terms and conditions as the Board of
Directors shall determine from time to time and to execute and deliver all such
other documents as may be necessary from time to time in order to carry out the
purpose and intent of these resolutions; that all of the acts and doings of any
such officers that are consistent with the purposes of these resolutions are
hereby authorized, approved, ratified and confirmed in all respects.
Pine Services, Inc.
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Roxana Loa, President