UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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
AMERICAN MARKET SUPPORT NETWORK
-------------------------------
(Name of Registrant 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:
(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 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(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 Statement No.:
(3) Filing Party:
(4) Date Filed:
American Market Support Network, Inc.
14090 Southwest Freeway, Suite 300
Sugar Land, Texas 77478
INFORMATION STATEMENT
Introduction
We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A
Proxy. This Information Statement is being mailed on or about June 16, 2003 to
all stockholders of record on June 3, 2002.
General
This Information Statement is being furnished by American Market Support
Network, Inc. (the "Company") pursuant to Section 14(c) of the Securities
Exchange Act of 1934 and Rule 14c-1 thereunder, to announce the amendment the
Company's Certificate of Incorporation to (a) increase the number of authorized
shares of common stock from 20,000,000 to 40,000,000 shares and (b) increase the
number of authorized shares of preferred stock from 5,000,000 to 10,000,000
shares.
Amendment to Certification of Incorporation
The Board of Directors has approved and the Stockholders owning a majority
of the outstanding shares of common stock of the Company on June 3, 2003 has
approved an amendment to the Company's Certificate of Incorporation to (a)
increase the number of authorized shares of common stock from 20,000,000 to
40,000,000 shares and (b) increase the number of authorized shares of preferred
stock from 5,000,000 to 10,000,000 shares. The Company will file an amendment to
its Articles of Incorporation to effect the change 20 days after this
Information Statement is mailed to the Stockholders.
Reasons for and Effect of the Proposed Amendment
The amendment will allow the Company to issue additional shares of common
and preferred stock as may be necessary in order to provide the potential for
growth and profit to Company through financings, acquisitions or other strategic
transactions and to provide equity incentives to employees, officers and
directors. The amendment will not result in any changes to the issued and
outstanding shares of common and preferred stock of the Company and will only
affect the number of shares that may be issued by the Company in the future.
Future issuances of additional shares of common or preferred stock, whether
pursuant to an acquisition or other corporate transaction, would have the effect
of diluting the voting rights and could have the effect of diluting earnings per
share and book value per share of existing stockholders. The availability for
issuance of additional shares of Common Stock could discourage or make more
difficult efforts to obtain control of the Company.
Effective Date of Transaction
The management will file the Amendment to the Company's Articles of
Incorporation to reflect the increase in authorized shares as practicable after
20 days after this Information Statement is mailed to the Stockholders.
Voting Securities
There are currently 5,225,650 shares of the Company's common stock
outstanding. The Company has no other securities outstanding. A total of
2,775,000 shares of the Company's common stock or 52.7% of the outstanding
shares of common stock approved the amendment to the Articles of Incorporation
to increase the number of authorized shares.
Description of Securities
The following description as a summary of the material terms of the
provisions of our Articles of Incorporation and Bylaws, is qualified in its
entirety.
Common Stock
After the amendment, we will be authorized to issue 40,000,000 shares of common
stock, par value $0.001. As of June 3, 2003, there were 5,225,650 shares of
common stock issued and outstanding that are held by 90 stockholders of record.
Each share of our common stock entitles the stockholder to one vote, either
in person or by proxy, at meetings of the stockholders. The stockholders are not
permitted to vote their shares cumulatively. Accordingly, the stockholders of a
majority of the shares of common stock voting for the election of directors can
elect all of the directors. The vote of the stockholders of a majority of the
issued and outstanding shares of common stock is sufficient to make certain
fundamental corporate changes such as liquidation, reorganization, merger or an
amendment to our Articles of Incorporation and to authorize, affirm, ratify or
consent to these acts or action, subject to the provisions of Nevada law.
Stockholders of our common stock have no preemptive rights. Upon our
liquidation, dissolution or winding up, the stockholders of our common stock
will be entitled to share ratably in the net assets legally available for
distribution to stockholders after the payment of all of our debts and other
liabilities. There are not any provisions in our Articles of Incorporation or
our Bylaws that would prevent or delay change in our control.
Preferred Stock
After the amendment, we will be authorized to issue 10,000,000 shares of
preferred stock, par value $0.001, of which no shares are issued. The Board of
Directors may designate the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class or series of
Preferred Stock.
Dividend Policy
Stockholders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by our Board of Directors out of funds
legally available. We have not paid any dividends since our inception and
presently anticipate that all earnings, if any, will be retained for development
of our business. Any future disposition of dividends will be at the discretion
of our Board of Directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors.
Dissenters Rights
No stockholders of the Company have dissenter's rights regarding the
amendment to the Articles of Incorporation.
Other Information
We file periodic reports, proxy statements and other documents with the
Securities and Exchange Commission. You may obtain a copy of these reports by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
American Market Support Network, Inc.
June 16, 2003 By Order of the Board of Directors