SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check
the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
(e)(2))
[ ] Definitive Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
UNIVERSAL MEDIA HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Information Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
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UNIVERSAL MEDIA HOLDINGS, INC.
INFORMATION STATEMENT
THIS IS AN INFORMATION STATEMENT, AND NOT A PROXY STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND IN A PROXY
To All Stockholders of
UNIVERSAL MEDIA HOLDINGS, INC.
This is to inform you that a meeting of the majority of shares entitled
tovote of Universal Media Holdings, Inc., a Delaware corporation (the
"Company"), that was held on April 2, 2001, at the offices of the Company,
wherein the Board of Directors and the majority of shares entitled to vote,
voted on the following matter:
An amendment of the Certificate of Incorporation of the Company to
change the name of the Company to "GLOBAL CONSOLIDATED INDUSTRIES, INC." (the
"Corporate Name Change");
The Corporate Name Change is more fully described in the accompanying
Information Statement and the exhibits thereto, which form a part of this
Notice.
As part of this filing, we will be applying for a new symbol and will
make that announcement at the appropriate time.
Thank you for your support of our company.
Sincerely,
Anthony Vigiotti
Chief Executive Officer
Union, New Jersey
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UNIVERSAL MEDIA HOLDINGS, INC.
540 North Avenue
Union, New Jersey 07083
(877) 890-9719
INFORMATION STATEMENT
GENERAL
This Information Statement is furnished in connection by the Board of
Directors of Universal Media Holdings, Inc. (the "Company"), in connection with
the stockholder approval of a certain amendment to the Certificate of
Incorporation.
The Company's Board of Directors approved the resolutions on April 2,
2001. A Written Consent of the Majority of Share Entitled to Vote was executed
on April, 2001.
As a result of these actions, the Company will, effective upon the
filing of a Certificate of Amendment with the Secretary of State of Delaware,
change its name to Global Consolidated Industries, Inc.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record
Date concerning the beneficial ownership of the Common Stock, (i) by each
stockholder who is known by the Company to own beneficially in excess of 5% of
the outstanding Common Stock; (ii) by each director; (iii) by each executive
officer; and (iv) by all executive officers and directors as a group. Except as
otherwise indicated, all persons listed below have (i) sole voting power and
investment power with respect to their shares of Common Stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.
Name of Beneficial Amount and Nature Percent of Class
Owner(3) of Beneficial Ownership Common (5)
Common(1)
- ------------------------------ ----------------------- ----------------
All Ten Enterprises, Inc.(2)(4) 30,000,000 22.79
Lance Lang(2) 15,000,000 11.39
Romaro Pericone(2) 15,000,000 11.39
Jeff Chisholm 30,000,000 22.79
- ------------------------------
All directors and executive 90,000,000 68.36
officers and 5% beneficial owners
as a group (4 persons)
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(1) Represents sole voting and investment power unless otherwise indicated.
(2) Officer and/or Director of the Company.
(3) The address of each individual and entity is in care of the Company.
(4) Corporation is controlled by Anthony Vigliotti, Chairman of the
Company.
(5) Based on approximately 131,634,346 shares of Company Common Stock
outstanding as of April 2, 2001.
APPROVAL OF CORPORATE NAME CHANGE
At the Special Meeting, holders of the majority of shares of Common
Stock entitled to voted to change the name of the Company from "Universal Media
Holdings, Inc." to "Global Consolidated Industries, Inc." (the "Corporate Name
Change"), by means of an amendment to the Company's Certificate of
Incorporation. The Board of Directors adopted resolutions approving the
Corporate Name Change and the majority of shares of Common Stock entitled to
vote also approved the name change at the Special Meeting. A Certificate of
Amendment to the Certificate of Incorporation, in the form of Exhibit A, below,
will be filed with the Secretary of State of Delaware as soon as practicable.
The Board of Directors determined that it was in the best interests of
the Company to make certain acquisitions that are currently under discussion by
the Board and certain consultants. These possible acquisitions are possibly
outside the current business of the Company. In addition, it is the belief of
the Board of Directors that the Company should begin seeking other developmental
ideas to nurture and expand upon in the future. In light of this, the Board of
Directors determined that the name of the Company should be changed to better
reflect the direction of the Company.
Accordingly, the Board of Directors decided that Article One of the
Company's Certificate of Incorporation would be amended to change the Company's
corporate name to "Global Consolidated Industries, Inc.", a name that will
better reflect the Company's possible future entry into alternate businesses and
the development of future business plans.
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EXHIBIT A
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION of
UNIVERSAL MEDIA HOLDINGS, INC.
Pursuant toss.242 of the General Corporation Law of the State of Delaware
The undersigned, pursuant to the provisions of the General Corporation
Law of the State of Delaware, do hereby certify and set forth as follows:
FIRST: That at a meeting of the Board of Directors of Universal Media
Holdings, Inc. (the "Corporation"), the following resolutions were duly adopted
setting forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable:
RESOLVED, that the Board of Directors hereby declares it
advisable and in the best interests of the Company that
Article FIRST of the Certificate of Incorporation be amended
to read as follows:
"FIRST: The name of the Corporation shall be Global
Consolidated Industries, Inc."
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Anthony Vigliotti, this 2nd Day of April, A.D. 2001.
-------------------
Anthony Vigliotti,
Authorized Officer
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