REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
Edlam Acquisition Corporation
8 East Broadway, Suite 620
Salt Lake City, Utah 84111
March 1, 2001
This report is furnished by the Board of Directors of Edlam
Acquisition Corporation, a Nevada corporation (the "Company"), to
the holders of common stock, $.001 par value, of the Company (the
"Common Stock") to provide notice of a change in management. On
January 18, 2001, the Company sold 11,000,000 shares of Common
Stock for $55,150 to Triden Telecom, Inc. ("Triden").
Concurrently, the Company acquired Digitec Information Systems,
Inc. ("Digitec") in exchange for 1,750,000 and redeemed 500,000
shares of common stock held by the former stockholders of the
Company for $45,000. Under the terms of the transactions, James
S. Roberts and Holly V. Grant have been appointed by the present
board members to serve on the Board of Directors of the Company
effective March 12, 2001, and on that date the term of Mark E.
Lehman, a current director will terminate. These appointees will
constitute a majority of the members of the board of directors.
This information is provided for information purposes only.
We are not soliciting proxies in connection with the items
described herein. You are not required to respond to this
report.
This report is being mailed to shareholders on March 1,
2001.
DIRECTORS, EXECUTIVE OFFICERS, AND NOMINEES;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors and Officers
The following table sets forth certain information for each
officer, director and nominee of the Company.
Name Age Positions Since
Robert S. Hardy 58 President, Chief Executive January 2001
Office and Director
Mark E. Lehman 45 Director December 1999
James M. Roberts 52 Director Nominee N/A
Holly V. Grant 27 Director Nominee N/A
Effective March 12, 2001, Mark E. Lehman's tenure as a
director will terminate and the tenure of Mr. Roberts and Ms.
Grant will begin. The change in management is a result of the
change in control of the Company that occurred as a result of the
Issuance and Acquisition.
The following is information on the business experience of
each officer and director.
Robert S. Hardy, President, Chief Executive Officer and
Director. During the past five years Mr. Hardy has served as the
president, chief executive officer and a director of Triden
Telecom, Inc., a publicly held corporation seeking business
ventures in which to participate.
Mark E. Lehman, Director. Mr. Lehman is a lawyer who has
been engaged in the private practice of law in Salt Lake City,
Utah, for the past five years.
James M. Roberts, Director Nominee. Mr. Roberts is the
president and chief executive officer of Digitec Information
Systems, Inc., of which he founded in 1990. Since that time, Mr.
Roberts has devoted his time to developing the business of
Digitec, which offers products and sercies in the tele-
communications industry, including, business phone systems,
cellular service and equipment, national, regional and local
paging and video conferencing.
Holly V. Grant, Director Nominee. Ms. Grant attended the
University of Texas at Tyler where she majored in Finance. From
May of 1999 to August of 2000, Ms. Grant was employed as a
financial advisor for Morgan Stanley Dean Witter. From 1994
through 1999, Ms. Grant was a full time student at Tyler Junior
College and the University of Texas at Tyler.
EXECUTIVE COMPENSATION
The Company paid no compensation to any of its officers or
directors during the year that ended December 31, 2000.
In the past fiscal year, the Board of Directors held one
meeting. Of the current directors, Mark E. Lehman was a director
at the close of the fiscal year 2000, while Robert S. Hardy was
appointed as a director on January 18, 2001.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the Company's directors
and executive officers, and persons who own more than 10% of the
Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of beneficial ownership ("Forms 3")
and reports of changes in beneficial ownership of Common Stock
and other equity securities of the Company ("Forms 4").
Officers, directors, and greater than 10% shareholders of the
Company are required by SEC regulations to furnish to the Company
copies of all Section 16(a) reports that they file. To the
Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company, all Section 16(a) filing
requirements applicable to its officers, directors, and greater
than 10% beneficial owners were complied with for the year ended
December 31, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 2001, the Company issued 1,750,000 shares of
restricted common stock to James M. Roberts, Digitec's sole
shareholder, in exchange for Mr. Roberts' 1,000 shares of Digitec
common stock, thus making Digitec a wholly owned subsidiary of
the Company. Mr. Roberts has been nominated and will be
appointed as a director of the Company.
In January 2001, as a negotiated element of the change in
control of the Company, the Company redeemed from its pre-
existing shareholders on a pro-rata basis 500,000 shares of
common stock at a total redemption price of $45,000. The pre-
existing shareholders were Mark E. Lehman and Cletha A.
Walstrand.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 21, 2001, the
number and percentage of the 15,250,000 shares of outstanding
common stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director and nominee director, (ii) each executive
officer, (iii) all current directors and nominee directors as a
group and (iv) each person who, to the knowledge of the Company,
is the beneficial owner of more than 5% of the outstanding common
stock. Except as otherwise indicated, the persons named in the
table have sole voting and dispositive power with respect to all
shares beneficially owned, subject to community property laws
where applicable.
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Number of Percent
Name and Address Common Shares of Class
Triden Telecom, Inc. (1) 11,000,000 72.13
613 Chase Drive
Tyler, TX 75701
Robert S. Hardy (1)(2) 11,000,000 72.13
613 Chase Drive
Tyler, TX 75701
James M. Roberts 1,750,000 11.48
121 Stonebriar
Sulphur Springs, TX 75482
Holly V. Grant -0- -0-
613 Chase Drive
Tyler, TX 75701
Mark E. Lehman (2) -0- -0-
8 E. Broadway
Salt Lake City, UT 84111
All directors and nominee 12,750,000 83.61
directors as a Group (4 persons)
(1) These shares are held of record by Triden Telecom. Robert
S. Hardy is an officer and director of Triden Telecom and
may be deemed to have shared voting and investment control
over the shares.
(2) Officer or Director of the Company.
Edlam Acquisition
Corporation.
By Order of the Board of
Directors
Robert S. Hardy, President
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