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Preliminary Information Statement
Dated: January 31, 2002
ALTRIMEGA HEALTH CORPORATION
5600 BELL STREET
SUITE 111
AMARILLO, TEXAS 79106
(806) 352-9599
INFORMATION STATEMENT
This information statement ("Information Statement") is furnished to the
shareholders of Altrimega Health Corporation (the "Company"), in connection
with certain corporate actions.
The corporate actions involve a proposal (hereafter the "Proposal")
providing for the following matter:
The adoption of amended Articles of Incorporation which:
A) Change the name of the Company to Advanced Communications, Inc., or
some derivation thereof as the board of directors may determine; and
B) Increase the authorized common stock of the Company from 50,000,000
shares to 100,000,000 shares.
Ratify the appointment of Christopher M. Early, Donald L. Nichols and
Noel K. Bunyan to the Company board of directors.
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JANUARY 31, 2002
(THE "RECORD DATE"), WERE ENTITLED TO NOTICE OF AND TO VOTE ON THE PROPOSAL.
MEMBERS OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS WHO, COLLECTIVELY HOLD IN
EXCESS OF 50% OF THE COMPANY'S 22,020,000 ISSUED AND OUTSTANDING SHARES
ENTITLED TO VOTE ON THE PROPOSAL HAVE VOTED IN FAVOR OF THE PROPOSAL. AS A
RESULT, THE PROPOSALS WAS APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER
SHAREHOLDER.
BY ORDER OF THE BOARD OF DIRECTORS
Christopher M. Early, President
and Chief Executive Officer
Amarillo, Texas
February __, 2002
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SELECTED AND SUMMARY INFORMATION ABOUT THE COMPANY
The Company was incorporated under the laws of the state of Nevada on
September 8, 1998, under the name Mega International Health Corporation for
the purpose of marketing nutritional products. On June 23, 1999, the Company
amended its name to Altrimega Health Corporation. Since its inception the
Company has had limited, if any, operations. In December 2001, the Company
completed a share exchange with the shareholders of Advanced Messaging
Wireless, Inc., a Texas corporation ("Advanced"), wherein the Advanced
shareholders received shares of the Company's common stock. Concurrent with
the share exchange with the Advanced shareholders, former controlling
shareholders of the Company caused to be cancelled and returned to the status
of authorized, a similar number of shares of the Company's common stock. In
connection with the share exchange the Company's officers and directors
resigned and the nominees of Advanced were appointed to take their place.
Advanced Messaging Wireless, Inc.
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Advanced is a Texas corporation located in Amarillo, Texas was formed in April
2001 as a marketing organization that offers wireless and communications
products to consumers through its retail outlets. Advanced has entered into a
licensing agreement with Nextel Communications to resell their services in the
Southwestern United States. Advanced desires to be a customer focused
communications and information technology company that provides a full array
of voice, video and data services as well as communications and
technology-related products. In order to accomplish is business plan, Advanced
desires to acquire other operating companies in strategic locations in the
United States. Advanced believes that its complete communication solution
concept addresses the real needs of the market by providing a one-stop shop
for all of business and residential communications needs, including voice,
video and data. No longer will a customer need to deal with several
companies. Advanced intends to provide all of these services.
Advanced has targeted growth within the Southwestern United States for three
specific reasons:
1) The population in this area of the country is growing at a rate faster
than the national average;
2) Assuming the completion of several proposed acquisitions, the acquired
companies will be contiguous in this service and provide the complete array of
services.
3) Parts of this geographic area have been overlooked by several of the
larger national communication service providers.
Advanced desires to acquire other small and mid-sized communication service
providers and consolidate these companies into a significant communication
service provider. Unlike many other providers in this industry, Advanced
believes that at the current stage of the industry's development, the highest
priority should be to rapidly build profitable market share, not to deploy a
large network infrastructure with a substantial number of underutilized owned
or leased POP's (Point-Of-Presence). Therefore, Advanced's growth strategy is
focused on (i) acquiring additional customers in its existing markets and (ii)
deploying its business model in other selected markets. The aim of the
business model is to quickly build in each market a critical mass of customers
that will support profitable operations.
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Advanced will offer its wireless voice services through Nextel Communications,
Inc., Western Wireless, Verizon, VoiceStream, AT&T Wireless and Cricket.
Advanced's license agreement with these carriers covers the Southwestern
United States, but more specifically is targeted on West Texas, New Mexico and
Oklahoma. With the expansion plans Advanced has developed, it projects it
will exceed 75,000 customers within twelve months. Advanced's license
agreements with the carriers varies from $175.00 to $425.00 per activiation
and a monthly residual, depending on the useage. Presently, Advanced offers
wireless telecommunications, wireless pager services, wireless video and
wireless home security. As a part of the deployment of its business plan,
local dial tone, long distance and Internet connectivity will be offered to
Advanced's customer base.
THE PROPOSALS
Because of the share exchange with Advanced, the Company has focused almost
exclusively on the wireless industry and the business of Advanced. With such
a focus anticipated to continue, management believes it is important to rename
the Company to focus on its new business and to distinguish itself from prior
operations. Accordingly, it was proposed by management that the Company's
name be changed to Advanced Communications, Inc. The Company's subsidiary,
Advanced Messaging Wireless, Inc., will remain the same.
Because the Company intends to target additional companies within its industry
for acquisition or equity participation, management believes it is important
to increase the authorized common stock of the Company from 50,000,000 shares
to 100,000,000 shares. The increase in capitalization of the Company should
give management the ability to structure future acquisitions using the
Company's common stock as all or particle consideration in connection with a
proposed acquisition. Accordingly, it was proposed by management that the
Company increase the authorized shares of common stock to 100,000,000 shares.
Following the share exchange with the Advanced Shareholders the directors of
Advanced, Christopher M. Early, Donald L. Nichols and Noel K. Bunyan, were
appointed to the board of directors of the Company.
Certain biographical information with respect to the directors is set forth
below. Each director will serve until the next annual meeting and until his
successor is duly elected and qualified. Vacancies on the Board during the
year may be filled by the majority vote of the directors in office at the time
of the vacancy without action by the stockholders.
Biographical Information on Nominees
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Christopher M. Early has been the President, Chief Executive Officer,
principal shareholder and Chairman of the Board of Advanced since its
inception. Mr. Early is responsible for all managerial functions and
developing Advanced's business and marketing plan. Prior to forming Advanced,
Mr. Early was a Marketing Representative for Motorola from 1999 to 2001. Prior
to joining Motorola, Mr. Early owned a Budget Rent-A-Car franchise in
Beaumont, Texas from 1998 to 1999. Prior to purchasing the Budget franchise
Mr. Early was in the insurance industry for five years as an agent for
Becknell & Associates. Mr. Early attended McMurray University in Abilene,
Texas from 1992 to 1993.
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Donald L. Nichols currently serves as the Vice President of Advanced. He has
been involved in the construction industry since 1979, managing and owning
various companies, including Envirotech National, a distributor of tankless
hot water heaters and Amarillo Shake and Shingle, a roofing contractor, both
located in Amarillo, Texas, from 2000 to the present. Mr. Nichols received a
Bachelors degree in Business Administration from West Texas State University,
Canyon, Texas in 1982.
Noel K. Bunyan is the Chief Financial Officer and Secretary for Advanced and
is responsible for all financial and accounting functions. Prior to joining
Advanced in 2001, Mr. Bunyan was in the investment banking business for twenty
years, acting as a registered representative for Tercel Securities, Inc. from
1990 to 1995 and previously with New South Securities, Inc. from 1984 until
1990. Prior to being employed as a registered representative, from 1979 to
1984 Mr. Bunyan was the Chief Financial Officer for Southwest Oil and Gas.
Bunyan held several accounting and management positions with Foremost-McKesson
from 1971 to 1979. Mr. Bunyan is a graduate of West Texas State University,
Canyon, Texas, where in 1971 he received a Bachelor of Business Administration
and a degree in Accounting.
Board Approval of Proposals
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The change in the Company's name and increase in authorized capital, as well
as the appointment of the directors set forth above was approved by the board
of directors through an unanimous consent.
Vote Required
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The name change, increase in authorized capital and the ratification of the
board appointments requires the approval of a majority of the 22,020,000
issued and outstanding shares of common stock. Members of management and
other principal shareholders holding or controlling the vote of 11,100,000
shares which represents in excess of 50% of the issued and outstanding shares
entitled to vote on the Proposals voted in favor of the name change, increase
in authorized capital and the appointment of board members.
Effective Date
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The Proposals will become effective upon the completion of all matters
referred to herein. The name change and increase in authorized capital is
scheduled to be completed on or about March __, 2002.
Exchange of Stock Certificates
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In order to effectuate the name change, each shareholder will be entitled to
submit his or her old stock certificate (any certificate issued prior to the
effective date of the name change), to the Company's transfer agent, Interwest
Transfer Company, 1981 East Murray-Holladay Road, Salt Lake City, Utah 84117,
and be issued in exchange therefor, one new certificate in the new name of the
Company. The Company shall pay the cost of such issuance, if presented to
Interwest Transfer Company, within 30 days of the effective date of March __,
2002. After 30 days from the effective date, all exchange requests must be
accompanied by a check payable to Interwest Transfer Company in the amount of
$15.00 per certificate to be issued. The Company will not pay for any
additional certificates requested or for the transfer of certificates into
names other than those in which the certificates are in presently. To
eliminate confusion regarding the Common Stock, the board of directors urges
the shareholders to surrender their certificates for exchange; however,
shareholders are not required to do so.
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Security Ownership of Certain Beneficial Owners:
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The following table sets forth as of January 31, 2002, the name, address and
the number of shares of the Company's common stock held of record or
beneficially by each person who was known by the Company to own beneficially,
more than 5% of the issued and outstanding 22,020,000 voting securities. In
addition, the table sets forth the name and shareholdings of each director and
of all officers and directors as a group.
Security Ownership of Certain Beneficial Owners
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Title
of Name and Address Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class(2)
- ----- ---------------- -------------------- ----------
Common Christopher M. Early 3,100,000 (3) D 14.08
203 10th Avenue 100,000 (4) I .45
Canyon, TX 79015 --------- -----
3,200,000 14.53
Common Donald L. Nichols 2,600,000 D 11.81
115 Bayshore Drive 100,000 (4) I .45
Lake Tanglewood, TX 79118 --------- -----
2,700,000 12.26
Common Noel K. Bunyan 1,050,000 D 4.77
7605 Sleepy Hollow Blvd. 100,000 (4) I .45
Amarillo, TX 79121 --------- ----
1,150,000 5.22
Security Ownership of Management of Advanced
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Title
of Name and Position of Amount and Nature of Percentage
Class Officer and/or Director Beneficial Ownership(1) of Class(2)
- ----- ----------------------- -------------------- ----------
Common Christopher M. Early, Pres.,
C.E.O. and Director ----See Table Above----
Common Donald L. Nichols, V.P. and
Director ----See Table Above----
Common Noel K. Bunyan, C.F.O.,
Secretary and Director ----See Table Above----
All Officers and Directors
as a Group (3 persons) 6,750,000 D 30.65
300,000 I 1.36
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Total Beneficial Ownership 7,050,000 32.01
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(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively. All shares owned directly are owned beneficially and of record
and such shareholder has sole voting, investment, and dispositive power,
unless otherwise noted.
(2) The percentage calculation has been rounded to the nearest one-hundredth
of a percent.
(3) Includes 1,125,000 shares beneficially owned by Lynna C. Early, the spouse
of Christopher M. Early.
(4) Represents the named shareholder's proportionate share of 300,000 shares
beneficially owned of record by BEN Partners, a partnership in which
Christopher M. Early, Donald L. Nichols and Noel K. Bunyan are equal partners.
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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The table below sets forth, for the respective periods indicated, the prices
for the Company's common stock in the over-the-counter market as reported by
the NASD's OTC Bulletin Board. The bid prices represent inter-dealer
quotations, without adjustments for retail mark-ups, mark-downs or commissions
and may not necessarily represent actual transactions.
Period Ended December 31, 2001 High Bid Low Bid
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First Quarter $14.00 $ 2.00
Second Quarter $ 5.00 $ 0.52
Third Quarter $ 2.08 $ 0.46
Fourth Quarter $ 0.69 $ 0.12
At January 28, 2002, the Company's Common Stock was quoted on the OTC Bulletin
Board at a bid and asked price of $0.95 and $0.11, respectively. Since its
inception, the Company has not paid any dividends on its Common Stock, and the
Company does not anticipate that it will pay dividends in the foreseeable
future. At January 31, 2002, the Company had approximately 45 shareholders of
record based on information provided by Interwest Transfer Company.
FURTHER INFORMATION
All references to each document referred to in this Information Statement are
qualified in their entirety by reference to the complete contents of such
document. Copies of these documents may be obtained upon request from
management at the address of the Company. Any shareholder and his advisor
may, during normal business hours prior to completion of the name change, (1)
have access to the document referred to herein, and (2) ask questions of
management with respect to the name change and request additional information
necessary to verify accuracy of the information provided. Management will
seek to provide answers and such information to the extent possessed by
management or obtainable by them without unreasonable effort or expense.
Exhibits
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Exhibit A Amended Articles of Incorporation
Altrimega Health Corporation
By Order of the Board of Directors
/S/Christopher M. Early, President
and Chief Executive Officer
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
ALTRIMEGA HEALTH CORPORATION
We, the undersigned, Christopher M. Early, President, and Noel K. Bunyan,
Secretary, of Altrimega Health Corporation, a Nevada corporation hereinafter
referred to as the "Corporation," hereby certify:
FIRST: The name of the Corporation is ALTRIMEGA HEALTH CORPORATION
SECOND: The following amendments to the Articles of Incorporation were duly
adopted pursuant to the written consent of a majority of the shareholders of
the Corporation pursuant to NRS 78.320.
THIRD: The name of the Corporation is ADVANCED COMMUNICATIONS, INC.
FOURTH: The maximum number of shares of capital stock which the Corporation
has authority to issue is 110,000,000, consisting of 100,000,000 shares of
common stock, $.001 par value, and 10,000,000 shares of preferred stock, $.001
par value.
FIFTH: The number of shares outstanding and entitled to vote on an amendment
to the Articles of Incorporation is 22,020,000.
SIXTH: The aforesaid changes and amendments have been approved by the written
consent of shareholders holding a majority of the issued and outstanding
shares entitled to vote thereon in accordance with NRS 78.320.
IN WITNESS WHEREOF, the foregoing Certificate of Amendment has been executed
this 31st day of January, 2002.
_______________________________ __________________________________
Christopher M. Early, President Noel K. Bunyan, Secretary