SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 1, 2002
BREK ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Nevada 0-27753 98-0206979
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
19th Floor, 80 Gloucester Road, Wan Chai, Hong Kong SAR
Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code ( 852 ) 2801-5181
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(Former Name or Former Address, if Changes Since Last Report)
FIRST ECOM.COM, INC.
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This Current Report on Form 8-K is being filed to describe the results of the
company's annual meeting on January 29, 2002, at which the company's
shareholders approved, among other things, changing the company's name to BREK
Energy Corporation, which change occurred by amendment to the company's
certificate of incorporation on January 31, 2002.
Item 9 Regulation FD Disclosure
HONG KONG, January 31, 2002 - First Ecom.com, Inc. (NASDAQ: FECC, BSX: FECC,
FECC BH), a company with interests in gas and oil exploitation and electronic
payment solutions held its 2001 Annual Meeting of Stockholders on Tuesday,
January 29, 2002 at the Pacific Place Conference Centre, Annapurna Room, 88
Queensway, Hong Kong, SAR.
Stockholders were asked to vote on six items:
1) To elect seven directors to serve until the next annual meeting of
stockholders and until their successors have been elected and qualify;
2) To ratify the appointment of Deloitte Touche Tohmatsu to serve as independent
public accountants for the 2001 fiscal year;
3) To approve the amendment of First Ecom.com's Articles of Incorporation to
change the name of First Ecom.com to "Brek Energy Corporation";
4) To approve the amendment of First Ecom.com's Articles of Incorporation to
increase the number of authorized shares of First Ecom.com common stock;
5) To approve the amendment of First Ecom.com's Articles of Incorporation to
authorize the issuance of preferred stock;
6) To approve the adoption of First Ecom.com's 2001 Stock Option/Warrant Plan;
and:
7) To approve such other matters as may properly come before the annual meeting
or any adjournment of the annual meeting.
Stockholders approved all items except the creation of a new class of preferred
stock and no other matters were brought before the meeting. While the proposal
to create a new class of preferred stock received more affirmative than negative
votes, it did not receive affirmative votes equal to a majority of the total
outstanding shares as is required by law to amend the Company's articles.
The seven directors elected by First Ecom stockholders were Gregory Pek, Ravi
Daswani, Douglas Moore, Ian Robinson, James Pratt, Marc Bruner, and Mart Bakal.
They will serve as directors until the next annual meeting or
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until their respective successors are elected and qualified. Mr. Ian Robinson,
Chairman of the Board, began the meeting with an overview of the Company's
operations during the past year and its plans for the future. He first stated
the promises that the board had made during the previous Annual Meeting had been
kept. Mr. Robinson went on to emphasize that the Company was now primarily in
the energy business as the board believed that this was the fastest route to
creating shareholder value. He stressed that the Company's acquisition of a
large shareholding in Gasco Energy Inc., was the first move in its strategy of
becoming a major participant in the energy sector by positioning the Company
between the junior and senior players in the industry. He indicated that the
coming year was going to be a very active year for the Company, which was now
wholly focused on creating shareholder value. Mr. Robinson said, "The year 2001
was a year of rebirth for the Company. (After) sifting through numerous
proposals in search of opportunities that would benefit both the Company and its
shareholders in the near and long term... we announced our shift in business
focus from Internet payment processing to energy."
He stressed that the Company would play to its strengths including the financial
expertise of the board and management, "(which) will, in our judgment, be of
enormous value to small energy companies, which are often very practiced in
finding the right holdings but less so when it comes to dealing with the
financial aspects of being a publicly listed vehicle or dealing with large
listed companies," said Mr. Robinson.
He continued by saying, "Operating under the name of Brek Energy Corporation,
the Company will continue to acquire projects in the energy sector during 2002
in addition to those we have acquired via our holding in Gasco Energy. Gasco is
a good example of the type of projects we will be considering."
He went on to say that the Company had not abandoned the payment processing
industry and that the Company's wholly owned subsidiary First Ecom Systems
Limited would continue to build that side of the business by focusing on the
Asian region.
The Chairman's Statement is available for download on the Company's Web site
(www.firstecom.com) under the Investor Relations section.
About First Ecom.com
First Ecom.com Inc. has interests in both oil and gas exploitation as well
as being a global provider of electronic payment solutions through its
wholly owned subsidiary First Ecom Systems Limited.
For more information, visit www.firstecom.com or contact First Ecom.com at
+(852) 2801-5181 or by e-mail at info@firstecom.com.
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Ian Robinson
Mr. Ian Robinson, 62, has served on First Ecom.com's board of directors since
February 2000 and was appointed Vice-Chairman of the Board on November 29, 2000
and Chairman in January 2001. Mr. Robinson has 45 years of experience as a
professional accountant and was a Senior Partner with Ernst and Young, one of
the largest international accounting firms. He has been based in Hong Kong with
Ernst and Young since 1980, servicing the Asian region, and has had experience
in major countries around the world. Mr. Robinson has specialized in corporate
rescue, restructuring, insolvency, investigation, business valuation and trouble
shooting generally. He also holds a number of directorships including being a
member of the Supervisory Board and member of the Executive Committee of the
Hong Kong Housing Society.
Gregory M. Pek
Mr. Gregory Pek, 46, was a co-founder of First Ecom.com and has served on First
Ecom.com's board of directors since March 1999. He was appointed Chairman of the
Board in June 2000, relinquishing the role of CEO and President, which he had
held since March 1999. He resumed the position of President and co-CEO in
October 2000, and resigned as Chairman in November 2000. From March 1994 to
February 1999, Mr. Pek was an Executive Director of David Resources Company
Limited and Kong Tai International Holdings Company Limited, and from 1998 to
February 1999 he was a director of Singapore Hong Kong Properties Investment
Limited. Prior to taking residence in Hong Kong, Mr. Pek was a director and
officer of a number of public companies in Canada. Mr. Pek has broad business
experience in manufacturing, marketing, finance, regulatory issues (in the
United States, Canada, and Hong Kong), and acquisitions.
Douglas Moore
Mr. Douglas Moore, 43, has been a member of the board of directors since
October 1999. Mr. Moore is the Chief Executive Officer and executive
director of Henderson Cyber Limited, the high technology subsidiary of the
Henderson Group, which comprises Henderson Land Development Company Limited
and its subsidiaries. Mr. Moore is also the Head of Strategic Planning of
Henderson Land. Mr. Moore is also a non-executive director of Blu Spa, a
botanical beauty product company. From 1994 until April 2000 Mr. Moore was
the head of the Hong Kong Market of Credit Suisse and a director of Credit
Suisse Investment Advisory (Hong Kong) Limited. Prior to 1994 Mr. Moore
practiced international and Canadian taxation law with the Hong Kong and
Toronto offices of McMillan, Binch, a major Canadian law firm.
James Pratt
Mr. James Pratt, 52, was appointed to First Ecom.com's board of directors in
June 2000. Mr. Pratt is the Deputy Chairman of the GSM Association. Mr.
Pratt was previously Managing Director of Asia Wireless, a division of
Telstra International, Telstra Corporation of Australia where he oversaw all
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of Telstra Group's wireless operations and investments throughout the Asia
Pacific Region. Mr. Pratt was formerly Chief Executive Officer of Peoples
Phone in Hong Kong since 1996. Prior to this he was general manager of the
telecommunications division of Mitsubishi Electric Australia. Mr. Pratt has
more than 30 years of international management experience in the Asia
Pacific telecommunications industry.
Marc Bruner
Mr. Marc Bruner, 52, was appointed to First Ecom.com's board of directors in
July 2001. Mr. Bruner is Chairman of the Board of Gasco Energy, Inc., an
OTCBB listed natural gas company in which First Ecom.com owns preferred stock
convertible into an approximately 26% interest in Gasco, and founder in 1998 of
Pannonian Energy Inc. which merged with Gasco in 2001. Previously, from 1996 to
1998, Mr. Bruner was the founding Chairman of Ultra Petroleum, a TSE and AMEX
listed natural gas company. Mr. Bruner was a founder in 1998 of Pennaco Energy,
Inc., a coal bed methane company, and in 1996 of RIS Resources International, a
natural gas company.
Mart Bakal
Mr. Mart Bakal, 50, was appointed to First Ecom.com's board of directors in
October 2001. Mr. Bakal trained as a lawyer, practicing in Canada from the
late 1970's to 1983 before moving to the United States where he taught at
both Harvard Law School and Harvard Graduate School of Business. Since the
early 1980's Mr. Bakal has been in the investment banking business initially
with Bear Stearns and later as a partner at Drexel Burnham Lambert. Mr.
Bakal founded Crimson Capital in 1991 in order to help develop the business
opportunities in the transitional economies of communist countries and was
initially contracted by the U.S. Government to assist the Government of the
Czech Republic in privatizing its state owned businesses. While at Crimson
Capital, Mr. Bakal has assisted over 600 enterprises in eastern Europe.
Recently Mr. Bakal founded Millenium China Inc. to privatize PRC state owned
enterprises.
Ravi Daswani
Mr. Ravi Daswani, 35 was a co-founder of First Ecom.com and served as a member
of the board of directors since March 1999. Mr. Daswani was Chief Operating
Officer of First Ecom.com from March 1999 and co-CEO until he resigned in August
2001 to pursue other business interests. From December 1997 to February 1999,
Mr. Daswani was the Managing Director of Asia Internet Limited, a Hong Kong ISP
and one of the reputable system integration companies in Hong Kong. On March 31,
2000, First Ecom.com purchased the entire issued share capital of Asia Internet.
During his tenure with Asia Internet, Mr. Daswani helped establish Sing Web Pte.
Ltd., a Singapore based IPP. For more than three years before December 1997, He
was the managing director of a wholesale and retail apparel business. He has
established international operations trading in dry goods, consumer
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electronics, apparel, and Internet services in Africa, Latin America, and Asia.
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because such statements include significant risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. For a discussion of some of these risks and
uncertainties, please refer to the company's SEC filings, which contain
additional discussion about those risk factors, which could cause actual results
to differ from management's expectations. First Ecom expressly disclaims any
obligation to update the statements contained herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on the 1st day of February 2002.
BREK ENERGY CORPORATION.
By /S/ Kenneth G.C. Telford
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(Signature)
Kenneth G.C. Telford, Secretary and
Chief Financial Officer
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