INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ X ] Preliminary information statement
[ ] Definitive information statement
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
TORCHMAIL COMMUNICATIONS, INC.
(NAME OF COMPANY 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 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable.
(2) Aggregate number of securities to which transaction applies:
Not Applicable.
(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): Not Applicable.
(4) Proposed maximum aggregate value of transaction: Not Applicable.
(5) Total fee paid: Not Applicable.
[ ] 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: Not Applicable.
(2) Form, Schedule or Registration Statement No. : Not Applicable.
(3) Filing Party: Not Applicable.
(4) Date Filed: Not Applicable.
TORCHMAIL COMMUNICATIONS, INC.
268 West 400 South, Ste. 300
Salt Lake City, UT 84101
(818) 991-6020
October ___, 2002
Dear Stockholder:
We are pleased to inform you that Torchmail Communications, Inc., a
Delaware corporation, has acquired 100% of Virtual Interviews a Nevada
corporation. We believe that Virtual Interviews will become the standard of how
employers and job seekers meet, by significantly reducing the costs and time
associated with screening candidates. Virtual Interviews will deliver a suite of
Web-based products and services and physical locations that save time and money
for hiring companies, job seekers, recruiters and staffing agencies.
Furthermore, we are providing to you the following Information
Statement to notify you that our Board of Directors and the holders of a
majority of our outstanding common stock, have delivered written consent to the
following action:
To change the corporate name to Ohana Enterprises, Inc.
This action will become effective twenty (20) days from the date
hereof.
The Information Statement is being provided to you for information
purposes only. Your vote is not required to approve the action. This Information
Statement does not relate to an annual meeting or special meeting in lieu of an
annual meeting. You are not being asked to send a proxy and you are requested
not to send one.
Very truly yours,
/s/ Catherine Ann Thompson
- --------------------------------
Catherine Ann Thompson,
Chief Financial Officer, Director
INFORMATION STATEMENT
OF
TORCHMAIL COMMUNICATIONS, INC.
NOTICE TO STOCKHOLDERS PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement is being furnished to the holders of common
stock, par value $.001 per share (the "Company Common Stock"), of Torchmail
Communications, Inc., a Delaware corporation (the "Company") to inform you that
the Board of Directors of the Company and the holders of a majority of the
outstanding Company Common Stock have authorized, by written consent dated
October 21, 2002, the board of directors of the Company to change the corporate
name to any name selected by the Board of Directors. The Board of Directors, by
unanimous consent dated October 21, 2002 authorized a change of the corporate
name to Ohana Enterprises, Inc.
Changes in Control of Registrant
On October 18, 2002, the Company consummated the acquisition
of one hundred percent (100%) of the outstanding common stock of Virtual
Interviews, a Nevada corporation ("VI"). This acquisition resulted from the
Company's efforts over a period of time to locate an existing business or
business assets with which the Company could enter into a merger or acquisition.
The terms and conditions of the acquisition of VI were
contained in a Stock Purchase Agreement and Plan of Reorganization dated as of
August 27, 2002 (the "Acquisition Agreement"), entered into by the Company and
the shareholders of VI. At the effective date of the Acquisition (the "Effective
Date"), the Company issued 9,384,543 shares of its common stock to the
shareholders of VI in exchange for the 9,384,543 shares of common stock of VI
outstanding at the Effective Date, based upon an exchange ratio of one share of
Company Stock for every one share of VI's common stock issued and outstanding at
the Effective Date.
In addition, as part of the consideration for the acquisition,
the Company assumed the obligations of certain VI shareholders to Hudson
Consulting Group, Inc. ("Hudson"), a shareholder of the Company, pursuant to a
Two Hundred Thousand Dollar ($200,000) note payable to Hudson (the "Note
Payable"). The Note Payable represents payments due to Hudson by Isaac P.
Simmons, Kathryn A. Christmann, Gerard Nolan, David Cronshaw, Interactive Ideas
Consulting Group, Jonathan Thomas and Phillip Crawford, all former shareholders
of VI with the exception of Isaac P. Simmons and Kathryn A. Christmann (the
"Purchasers") pursuant to Purchasers' acquisition of Two Million Eight Hundred
Eleven Thousand Nine Hundred (2,811,900) shares of the Company's common stock,
representing 79.8% of all issued and outstanding common stock of the Company,
pursuant to a Stock Purchase Agreement entered into between Purchasers and
Hudson. Payment of the Note Payable is secured by a Stock Pledge Agreement for
two-thirds of the shares transferred to Purchasers and two-thirds of the
9,384,543 shares of the Company's common stock issued to the VI shareholders
(including the Purchasers) in the VI acquisition referenced above. The Note
Payable calls for payments of $100,000 on or before the 120th day following the
closing of the Hudson stock purchase (the "Closing") and $100,000 on or before
the 180th day following the Closing.
As provided in the Acquisition Agreement all but one of the Company's
Directors resigned at the Effective Date, and four VI Directors and
shareholders, Catherine Thompson (who also serves as VI's Chief Financial
Officer), Gerard Nolan (who also serves as Chief Executive Officer of VI), David
Cronshaw and Michael Avatar, were elected to serve on the Company's Board of
Directors. Mr. Nolan was also elected to serve as President and Chief Executive
Officer of the Company, and each of the executive officers of VI were elected as
executive officers of the Company.
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 will
exist on November 4, 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:
TITLE OF NAME AND ADDRESS OF AMOUNT PERCENT OF CLASS BENEFICIAL OWNER
AND CLASS
NATURE OF
BENEFICIAL
OWNERSHIP
Common Stock Rowan Campbell, Director 50,000 .003%
($0.001 par value) 7400 Jones Rd, Suite 3122
Galveston, TX 77551
- ---------------- ------------------------------- ------------ ----------
Common Stock Gerard Nolan, President, Director 4,110,414 31.47%
($0.001 par value) 2899 Agoura Road, Suite 168
Westlake Village, CA 91361
- ---------------- ------------------------------- ------------ ----------
Common Stock Catherine Thompson, CFO, Director 1,869,785 14.32%
($0.001 par value) 2899 Agoura Road, Suite 168
Westlake Village, CA 91361
- ---------------- ------------------------------- ------------ ----------
Common Stock David Cronshaw, VP, Director 2,141,185 16.40%
($0.001 par value) 2899 Agoura Road, Suite 168
Westlake Village, CA 91361
- ---------------- ------------------------------- ------------ ----------
Table Continued:
TITLE OF NAME AND ADDRESS OF AMOUNT PERCENT OF CLASS BENEFICIAL OWNER
AND CLASS
NATURE OF
BENEFICIAL
OWNERSHIP
Common Stock Michael Avatar, Director 356,000 2.76%
($0.001 par value) 2899 Agoura Road, Suite 168
Westlake Village, CA 91361
- ---------------- ------------------------------- ------------ ----------
Common Stock All Officers and Directors as a 8,527,384 65.28%
($0.001 par value) Group
- ---------------- ------------------------------- ------------ ----------
Common Stock Isaac Simmons & Kathryn Christmann 937,300 7.18%
($0.001 par value) 328 53rd. Avenue
Greeley, CO 80634
- ---------------- ------------------------------- ------------ ----------
Common Stock Interactive Ideas Consulting Group 971,700 7.44%
($0.001 par value) 7275 Murdy Circle
Huntington Beach, CA 92647
- ---------------- ------------------------------- ------------ ----------
Common Stock Comet Management Consulting 1,508,617 11.55%
($0.001 par value) 593 Durant St.
Henderson, NV 89015
- ---------------- ------------------------------- ------------ ----------
Any description of the terms, conditions and covenants of the
Acquisition Agreement and any other instrument, document and agreement discussed
above is qualified in its entirety by reference to such instrument, document and
agreement, which will be attached as an exhibit to the Company's Current Report
on Form 8-K, to be filed with the Securities and Exchange Commission.
- -------------------------------------------------------------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
- -------------------------------------------------------------------------------
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE NAME OF COMPANY
Pursuant to the resolution of the holders of a majority of the outstanding
common stock and the Board of Directors, the name of the Company is changed from
"Torchmail Communications, Inc." to "Ohana Enterprises, Inc." The name change
will become effective upon the proper filing of a Certificate of Amendment to
the Certificate of Incorporation.
The decision to change the name of the Company was based on the desire
of management for the name of the Company to reflect the Company's present
business purpose.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
MARCH 31, 2002 MAY BE OBTAINED BY WRITTEN REQUEST FROM CATHERINE A. THOMPSON,
CHIEF FINANCIAL OFFICER, TORCHMAIL COMMUNICATIONS, INC., 2899 AGOURA ROAD, SUITE
168, WESTLAKE VILLAGE, CA 91361. Dated: October 24, 2002
By Order of the Board of Directors
/s/ Catherine A. Thompson
-------------------------------------------------------
Catherine A. Thompson
Chief Financial Officer, Secretary, & Director
Exhibit "A"
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TORCHMAIL COMMUNICATIONS, INC.
TORCHMAIL COMMUNICATIONS, INC., a Delaware corporation (the "Corporation") hereby certifies:
FIRST: That Article 1 of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as
follows:
"The name of this Corporation is Ohana Enterprises, Inc."
SECOND: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officer, this __th day of _________, 2002.
----------------------------------
Catherine A. Thompson, CFO, Secretary, Director