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: November 22, 2002
Sharecom, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
81948R 10 5 86-0857752
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(CUSIP Number) (IRS Employer Identification Number)
c/o, Dan Davis, President
2121 West Army Trail Road, Suite 105,
Addison, IL 60101
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(Address of principal executive offices)
(630) 705-9654
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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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SHARECOM, 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):
[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: $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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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 December 9, 2002
To the Stockholders of Sharecom, Inc.:
Notice is hereby given that upon Written Consent by the holders of a majority of
the outstanding shares of common stock of Sharecom, Inc. (the "Company"), to
amend its Articles of Incorporation to change the name of the Company to "
Primary Business Systems, 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 December 9, 2002 Only stockholders of record at the
close of business on November 7, 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/ Dan Davis
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Dan Davis, 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 the
Company's Articles of Incorporation.
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 stockholders of
in excess of 50% of the common stock of Sharecom providing for an amendment to
Sharecom's Articles of Incorporation to change the name of the Company to
"Primary Business Systems, Inc." 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 Sharecom 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 Amendments
will be filed and is expected to become effective on or about December 9, 2002.
The Form 10-KSB 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.
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 November 7, 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 298,713 shares of $0.001 par
value common stock. The Company's officers, directors and principal shareholder
own or control in the aggregate 57.9% 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
November 7, 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 Amount and Nature of Percent of Class
Ownership Beneficial Ownership
Common Pine Services, Inc.
Stock 4 Piso, Suite 40 173,021 57.9%
San Jose, Cost Rica
Common Roxana Lao, President 173,021 57.9%
Stock 4 Piso, Suite 40
San Jose, Cost Rica
Common All officers and directors as a 173,021 57.9%
Stock group
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 Sharecom, Inc. and persons owning and having voting
power in excess of 50% of the outstanding voting securities of Sharecom have
adopted, ratified and approved the change in the name of Sharecom.(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 298,713
shares of issued and outstanding shares of the Company's $0.001 par value common
voting stock outstanding on November 7, 2002, the record date for determining
shareholders who would have been entitled to notice of and to vote on the
proposed amendment to Sharecom'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 Sharecom's
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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 Sharecom, 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: November 22, 2002
By Order of the Board of Directors
/s/ Dan Davis
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Dan Davis, President & Director
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Exhibit "A"
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
SHARECOM, INC.
Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned
persons, desiring to amend the Articles of Incorporation of Sharecom, 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 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 following amendment to change the name of the Corporation to Primary
Business Systems, Inc., was adopted by 173,021 shares, or57.9 %, of the 298,713
issued and outstanding shares of common stock entitled to approve such
amendment.
SECOND: Article First 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 Primary Business Systems, Inc.
DATED this 5th day of December, 2002.
/s/ Dan Davis
Dan Davis, President, and Director
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