UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 PROMULGATED THEREUNDER
EZCOMM ENTERPRISES, INC.
(Exact name of registrant as specified in its corporate charter)
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
000-50601 33-0827004
(Commission File Number) (IRS Employer Identification No.)
11789, 79A AVENUE, DELTA, BC, V4C 1V7
(Address of Principal Executive Offices and zip code)
(604) 599-8186
(Registrant's telephone
number, including area code)
September 8, 2005
EZCOMM ENTERPRISES, INC.
INFORMATION STATEMENT
PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 PROMULGATED THEREUNDER
THIS INFORMATION STATEMENT IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NO
VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE
REQUESTED NOT TO SEND A PROXY TO THE COMPANY.
INTRODUCTION
This Information Statement is being furnished to stockholders of record as
of September 8, 2005 of the outstanding shares of common stock, par value
$0.0001 per share, of Ezcomm Enterprises, Inc., a Delaware corporation ("EZCOMM"
or the "COMPANY"), pursuant to Section 14(f) of the Securities Exchange Act of
1934 (the "EXCHANGE ACT") and Rule 14f-1 promulgated thereunder, in connection
with the issuance of certain shares of the Company's common stock pursuant to an
Exchange Agreement (the "EXCHANGE AGREEMENT") dated as of September 1, 2005, by
and among Ezcomm, Eugene Science, Inc., a company organized under the laws of
the Republic of Korea ("EUGENE"), and certain shareholders of Eugene (the
"EUGENE SHAREHOLDERS").
The Exchange Agreement provides that the Company's current sole director
and officer, Dr. Peter Braun, shall resign effective as of the closing of the
transactions contemplated by the Exchange Agreement and that the newly-appointed
directors of the Company will consist of four members designated by Eugene. The
directors to be appointed as of the closing date will be Dr. Seung-Kwon Noh
(Eugene's Chief Executive Officer), Tae Hwan Lee (Eugene's Senior Vice President
Marketing) and Se Cheon Ahn (Eugene's Senior Vice President
Plant/Manufacturing), and Tony Kim. Effective as of the closing date, Dr. Noh
will become the Chief Executive Officer and President of the Company, Jae Hong
Yoo will become Chief Financial Officer of the Company and Dr. Eun Young Lee
will become Secretary of the Company. The Company will, to the extent permitted
by applicable law, secure the resignation of, or remove, Dr. Braun as the
President, Secretary and Treasurer of the Company so as to enable the above
persons to be appointed as officers in accordance with the Exchange Agreement.
Dr. Braun has indicated his intent to resign as an officer and director
effective as of the closing date.
This Information Statement is being furnished pursuant to Section 14(f) of
the Exchange Act, and Rule 14f-1 promulgated thereunder.
No action is required by the stockholders of the Company in connection with
this Information Statement. However, Section 14(f) of the Exchange Act of 1934
and Rule 14f-1 promulgated thereunder require the mailing to the Company's
stockholders of record of the information set forth in this Information
Statement at least 10 days prior to the date a change in a majority of the
Company's directors occurs (otherwise than at a meeting of the Company's
stockholders). Accordingly, the closing of the transactions contemplated under
the Exchange Agreement ("CLOSING") and the resulting change in a majority of the
Company's directors will not occur until at least 10 days following the mailing
of this Information Statement. This Information Statement will be first mailed
to the Company's stockholders of record on or about September 9, 2005.
PROPOSED CHANGE IN CONTROL TRANSACTION
On September 1, 2005, the Company entered into the Exchange Agreement with
Eugene and the Eugene Shareholders. Under the Exchange Agreement, the Company
will, at Closing, acquire all of the outstanding shares of Eugene held by the
Eugene Shareholders (the "EUGENE SHARES") from the Eugene Shareholders, and the
Eugene Shareholders will contribute all of their Eugene Shares to the Company.
In exchange, the Company will issue to the Eugene Shareholders 9.213648 shares
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of Company common stock for each Eugene share held by the Eugene Shareholders,
or up to 318,319,200 shares of the Company's common stock on a fully-diluted
basis, assuming all outstanding equity securities of Eugene are exchanged for
shares of the Company's common stock pursuant to the Exchange Agreement. In
addition, pursuant to the Exchange Agreement and the agreements entered into in
connection therewith, at the Closing the Company and the Eugene Shareholders
will exchange an equal amount of cash consideration, equal to three Korean Won
for each Eugene share exchanged. It is a condition to Closing that Eugene
shareholders holding at least 80% of the outstanding Eugene shares have executed
the Exchange Agreement and agreed to participate in the exchange transaction
contemplated by that agreement. The issuance of the Company common stock to the
Eugene Shareholders is intended to be exempt from registration under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), pursuant to
Regulation S promulgated under the Securities Act.
Following completion of the exchange transaction, Eugene will become a
majority-owned and controlled subsidiary of the Company.
The Company is presently authorized under its Certificate of Incorporation
to issue 480,000,000 shares of common stock, par value $0.0001 per share, and
20,000,000 shares of preferred stock, par value $0.0001 per share. Currently,
the Company has 35,368,800 shares of common stock issued and outstanding and no
shares of preferred stock issued and outstanding. Accordingly, if the exchange
transaction closed, and all outstanding equity securities of Eugene were
exchanged for shares of the Company's common stock, as of the date of this
Information Statement, the Company's currently issued and outstanding common
stock would represent approximately 10% of the Company's total common stock on a
fully-diluted basis (assuming exercise of all Eugene stock options outstanding
immediately prior the Merger).
Effective as of the Closing, and subject to applicable regulatory
requirements, including the preparation, filing and distribution of this
Information Statement to the record stockholders of the Company at least 10 days
prior to Closing, the existing officers of the Company will resign, and the
newly-appointed directors of the Company will consist of Dr. Seung-Kwon Noh
(Eugene's Chief Executive Officer), Tae Hwan Lee (Eugene's Senior Vice President
Marketing) and Se Cheon Ahn (Eugene's Senior Vice President
Plant/Manufacturing), and Tony Kim. The size of the board will initially be four
members and may be increased by the board of directors to five members.
The Company's completion of the transactions contemplated under the
Exchange Agreement are subject to the satisfaction of certain contingencies
including, without limitation, Eugene's delivery of audited and pro forma
financial information and compliance with regulatory requirements. Consummation
of the exchange transaction is also conditioned upon, among other things,
preparation, filing and distribution to the Company's stockholders of this
Information Statement.
The Company's board of directors has approved the Exchange Agreement and
the transactions contemplated thereunder. The directors of Eugene have approved
the Exchange Agreement and the transactions contemplated thereunder. The parties
expect the Closing of the transactions under the Exchange Agreement to occur on
or about September 20, 2005. However, there can be no assurance that the
exchange transaction will be completed.
The Exchange Agreement may be terminated as follows: (i) by mutual consent,
(ii) by either party if the exchange transaction is not consummated by October
1, 2005, (iii) by either party if the exchange transaction is prohibited by
issuance of an order, decree or ruling, and (iv) by either party if the other is
in material breach of any representation, warranty, covenant or agreement. In
the event of termination other than by mutual consent, both parties are
responsible for their expenses.
On September 7, 2005, in its Current Report on Form 8-K dated September 1,
2005, the Company reported the execution of the Exchange Agreement and included
a copy of the Exchange Agreement therein as Exhibit 10.1. This Current Report is
hereby incorporated by reference.
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VOTING SECURITIES
The Company's common stock is the only class of equity securities that is
currently outstanding and entitled to vote at a meeting of the Company's
stockholders. Each share of common stock entitles the holder thereof to one
vote. As of September 8, 2005, there were 35,368,800 shares of the Company's
common stock outstanding.
EZCOMM'S BUSINESS
The Company is currently a public "shell" company with nominal assets whose
sole business has been to identify, evaluate and investigate various companies
with the intent that, if such investigation warrants, a reverse merger or
similar transaction be negotiated and completed pursuant to which the Company
would acquire a target company with an operating business with the intent of
continuing the acquired company's business as a publicly held entity.
EUGENE'S BUSINESS
Eugene Science, Inc., a company operating in Bucheon, Kyunggi-Do, Korea,
was founded on July 1, 1997 under the laws of the Republic of Korea to
manufacture and sell bio-technology products. Eugene is a global biotechnology
company that develops, manufactures and markets nutraceuticals, or functional
foods that offer health-promoting advantage beyond that of nutrition. >From its
inception, Eugene has been actively investing in research to develop new
technologies that can be used in the functional food and drug industry. Eugene
manufactures CZ(TM) series cholesterol-lowering functional food ingredients,
beverages and capsules fortified with CZ series ingredients.
Eugene had revenues of approximately $2.9 million and $4.8 million for the
fiscal years ended December 31, 2004 and 2003, respectively. Eugene experienced
net losses of approximately $3.7 million in each of the years ended December 31,
2004 and 2003.
The business of Eugene involves a number of risks and uncertainties that
could impact Eugene's financial results. Potential risks and uncertainties
include, but are not limited to, such factors as fluctuations in demand for
Eugene's products, the introduction of new products, Eugene's ability to
maintain customer and strategic business relationships, the impact of
competitive products and pricing, growth in targeted markets, the adequacy of
Eugene's liquidity and financial strength to support its growth, and other
information that may be detailed from time to time in the Company's filings with
the United States Securities and Exchange Commission should the exchange
transaction contemplated by the Exchange Agreement be completed.
Although there can be no assurance that the parties will complete the
exchange transaction contemplated by the Exchange Agreement, to the extent the
transaction is completed, additional information regarding the business of
Eugene (including audited financial statements for the fiscal years ended
December 31, 2004 and 2003) will be disclosed in a Current Report on Form 8-K to
be filed at Closing.
DIRECTORS AND OFFICERS
The following table sets forth the name, positions and age of the Company's
current executive officer and director. All directors serve until the next
annual meeting of stockholders or until their successors are elected and
qualified. Officers are elected by the board of directors and their terms of
office are, except to the extent governed by an employment contract, at the
discretion of the board of directors.
NAME AGE POSITIONS
------------------------- ----- --------------------------------------------
Dr. Peter Braun.......... 68 President, Treasurer, Secretary and Director
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DR. PETER BRAUN has served a director and as President, Secretary and
Treasurer of the Company since November 2002. Since 1997 to present Dr. Braun
has been self-employed in the real estate industry. Dr. Braun began his
professional career in 1958, with International Business Machines (IBM), as a
Customer Engineer. At the age of 30 he decided to study vocational education,
and to complete his doctorate in Educational Psychology at the University of
Alberta. He then returned to IBM and served as an Educational Consultant in
various worldwide locations, including Belgium, Germany, and Italy. In 1977, he
moved to Canada, and became a faculty member at the University of British
Columbia. He has also taught teacher-preparation courses at California State
Polytechnic University.
COMMITTEES OF BOARD OF DIRECTORS
The Company does not have standing audit, nominating or compensation
committees of the Board or committees performing similar functions because the
Company has no meaningful operations and no employees. These functions are
currently performed by the Board as a whole. The Company does not have an audit
committee charter or nominating committee charter.
The Company is not a "listed company" under SEC rules and is therefore not
required to have an audit committee comprised of independent directors. The
Company's board of directors has determined that its members do not include a
person who is an "audit committee financial expert" within the meaning of the
rules and regulations of the SEC. The Company's board of directors has
determined that each of its current members is able to read and understand
fundamental financial statements and has substantial business experience that
results in that member's financial sophistication. Accordingly, the board of
directors believes that its current member has the sufficient knowledge and
experience necessary to fulfill the duties and obligations that an audit
committee would have.
The Company determined not to establish a nominating committee at this time
in view of changes in the composition of the board of directors that will occur
at the Closing. Previously, nominations were determined by the members of the
then existing board of directors.
The Company intends to establish appropriate board committees, including an
audit committee, at some time following the appointment of the new directors as
described in this Information Statement.
The Board conducted all of its business and approved all corporate action
during the fiscal year ended May 31, 2005 by the unanimous written consent of
its members, in the absence of formal board meetings. Holders of the Company's
securities can send communications to the board via mail or telephone to the
Secretary at the Company's principal executive offices. The Company has not yet
established a policy with respect to Board members' attendance at the annual
meetings.
DIRECTOR AND OFFICER COMPENSATION
The Company has not had a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, officers or directors during any of three
most recently completed fiscal years. The Company has not paid any other
salaries or other compensation above $100,000 to its officers, directors or
employees since inception. Further, the Company has not entered into an
employment agreement with any of its officers, directors or any other persons.
The Company has not accrued any officer compensation.
There were no option grants to any executive officers during the fiscal
year ended May 31, 2005, and no options were exercised by any executive officer
during the fiscal year ended May 31, 2005.
The Company did not pay any compensation to any director in fiscal years
2003, 2004 or 2005.
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NEW DIRECTORS AND OFFICERS
The Exchange Agreement provides that, on the Closing Date, the current
officers of Ezcomm shall resign and Ezcomm shall appoint the following persons
as executive officers and directors of Ezcomm.
NAME AGE POSITION
---- --- --------
Seung Kwon Noh........ 44 Chief Executive Officer, President and Director
Tae Hwan Lee.......... 42 Senior Vice President - Marking and Director
Se Cheon Ahn.......... 43 Senior Vice President - Plant/Manufacturing and
Director
Tony Kim.............. 32 Director
Jae Hong Yoo.......... 37 Chief Financial Officer
DR. SEUNG KWON NOH founded Eugene and served as President and as a director
of Eugene since its inception in July 1997 to present. Dr. Noh is also President
and Chief Executive Officer of On-bio Inc., a company that manufactures
functional cooking oil. Dr. Noh also serves a director of the Korea Bio-venture
Association. Dr. Noh received a Bachelors of Arts degree in Microbiology from
Seoul National University, a Masters of Science degree in Biological Engineering
from the Korea Advanced Institute of Science and Technology and a Masters of
Science degree in Bio-technology from Durham University in the U.K.
TAE HWAN LEE has served as Vice Present of Sale & Marketing for Eugene
since March 2004. Prior to joining Eugene, Mr. Lee worked in sales and marketing
for EucholBio Inc. from April 2003 to March 2004. From January 2002 to December
2002, Mr. Mr. Lee worked in marketing for IGM Inc. Prior to that, he provided
marketing consulting services to JTB Planning Inc. from January 2000 through
January 2002. Tae Hwan Lee received a Bachelors of Arts degree in Liberal Arts
from Korea University.
SE CHEON AHN has served as Vice President of Production of Eugene since
March 2004. Prior to being appointed Vice President, Mr. Ahn was Director of
Production for Eugene from June 2001 through March 2004. Prior to joining
Eugene, Mr. Ahn was Director of Products for Sindongbang Co., Ltd. from January
2000 to March 2001. Se Cheon Ahn received a Bachelors of Arts degree in Chemical
Engineering from Hanyang University.
TONY KIM has served as a director of Eugene since April 2005. Since
November 2004, Mr. Kim has been President and a member of the board of directors
of Telos, LLC, an investment company. Mr. Kim also serves on the board of
directors of Red Queen Entertainment, a multi-media entertainment company. From
February 1998 through April 2002, Mr. Kim was Vice President of Saymee K Inc.,
the parent company of several fashion brands: Drunknmunky Clothing, Hudson Jeans
and Protrend Limited. Tony graduated from UCLA with a B.A in Sociology.
JAE HONG YOO will be appointed Chief Financial Officer of the Company
following the Closing. Mr. Yoo joined Eugene in 2002 and serves as Senior
Manager Human Resources and Finance Team. Prior to joining Eugene, Mr. Yoo
served as a Manager of Human Resources for Interpark Co., Ltd.
To the best of the Company's knowledge, none of the proposed officers or
directors intended to be appointed following the Closing, nor any of their
affiliates, currently beneficially own any equity securities or rights to
acquire any securities of the Company, and no such persons have been involved in
any transaction with the Company or any of its directors, executive officers or
affiliates that is required to be disclosed pursuant to the rules and
regulations of the Securities and Exchange Commission, other than with respect
to the transactions that have been described herein. To the best of the
Company's knowledge, none of the proposed officers and directors intended to be
appointed following the Closing have been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors, nor have they been a party
to any judicial or administrative proceeding during the past five years, except
for matters that were dismissed without sanction or settlement, that resulted in
a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
common stock beneficially owned on September 8, 2005 for (i) each stockholder
known to be the beneficial owner of 5% or more of the Company's outstanding
common stock, (ii) each executive officer and director, and (iii) all executive
officers and directors as a group. In general, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial
ownership within 60 days. At September 8, 2005, the Company had 35,368,800
shares of common stock outstanding.
- --------------------------------------------------------------------------------
Number of Shares
Name Beneficially Owned Percent of Shares
- --------------------------------------------------------------------------------
Peter Braun........................... 2,910,000 8.2%
11789, 17A Avenue
Delta, BC V4C 1V7
- --------------------------------------------------------------------------------
All Executive Officers and Directors
as a group (1 person).............. 2,910,000 8.2%
- --------------------------------------------------------------------------------
PRO FORMA SECURITY OWNERSHIP
Immediately following the exchange transaction, the Eugene Shareholders
will own a maximum 90% of the total combined voting power of all classes of the
Company's stock entitled to vote, assuming that all outstanding equity
securities of Eugene are exchanged for shares of the Company's common stock
pursuant to the Exchange Agreement.
The following table sets forth certain information regarding the Company's
common stock beneficially owned on September 8, 2005 for (i) each stockholder
known to be the beneficial owner of 5% or more of Ezcomm's outstanding common
stock, (ii) each executive officer and director, and (iii) all executive
officers and directors as a group, on a pro forma basis to reflect the
transactions contemplated by the Exchange Agreement, assuming such transactions
were completed as of such date. Unless otherwise indicated, each person in the
table will have sole voting and investment power with respect to the shares
shown after, and subject to, the consummation of the transactions contemplated
by the Exchange Agreement. The information is provided for disclosure purposes
as there can be no assurance that the transactions contemplated by the Exchange
Agreement will be completed. The following table, as of September 8, 2005,
assumes a total of 327,417,510 shares of the Company's common stock outstanding,
on a pro forma basis to reflect the transactions contemplated by the Exchange
Agreement, assuming such transactions were completed as of such date.
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- --------------------------------------------------------------------------------
AMOUNT OF PERCENT OF
BENEFICIAL BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP OWNERSHIP
- --------------------------------------------------------------------------------
Directors and Executive Officers
--------------------------------
- --------------------------------------------------------------------------------
Seung Kwon Noh (1)(2)................... 98,776,903 30.2%
- --------------------------------------------------------------------------------
Tony Kim (1)(3)......................... 23,034,195 7.0%
- --------------------------------------------------------------------------------
Jae Hong Yoo (1)........................ 2,027,003 0.6%
- --------------------------------------------------------------------------------
Se Cheon Ahn (1)(4)..................... 983,837 0.3%
- --------------------------------------------------------------------------------
Tae Hwan Lee (1)........................ 0 0.0%
- --------------------------------------------------------------------------------
Other 5% Holders
----------------
- --------------------------------------------------------------------------------
H&Q Asia Pacific (1) (5)................ 27,641,034 8.4%
- --------------------------------------------------------------------------------
Management as a Group
---------------------
- --------------------------------------------------------------------------------
All Executive Officers and Directors
as a group (4 persons)............... 124,821,938 38.0%
- --------------------------------------------------------------------------------
(1) Address is c/o Eugene Science, Inc, 16-7 Samjung-dong, Ojung-ku, Pucheon,
Kyonggi. Assumes the Closing of the transactions contemplated by the
Exchange Agreement. The beneficial ownership of the Company's common stock
is based on the holder's respective ownership of the Company's common
stock.
(2) Includes (i) 7,274,236 shares beneficially owned by Dr. Noh's spouse, (ii)
18,427 shares beneficially held by Dr. Noh's children and (iii) 5,229,942
shares held by On-bio Inc., entity of which Dr. Noh is an executive officer
and has an ownership interest.
(3) Consists of shares held by Telos, LLC, entity of which Mr. Kim is a
director and executive officer and has an ownership interest. Mr. may be
deemed to beneficially own the shares held by Telos, LLC, but disclaims
beneficial ownership in such shares except to the extent of his pecuniary
interest therein.
(4) Consists of shares issuable upon exercise of outstanding stock options.
(5) Consists of 1,500,000 shares held by APGF3 Korea Investment and 1,500,000
shares held by KGRF Korea Investment, both of which are affiliates of H&Q
Asia Pacific.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with management and others. There are no transactions, or
series of similar transactions, since the beginning of the Company's last fiscal
year, or any currently proposed transactions, or series of similar transactions,
to which the Company or any of its subsidiaries was or is to be a party, in
which the amount involved exceeds $60,000 and in which any director or executive
officer of the Company, nominee for director of the Company, security holder
know to the registrant to own of record or beneficially more than five percent
of any class of the Company's securities, or any immediate family member of any
of the foregoing persons had, or will have, a direct or indirect material
interest.
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Certain business relationships. None of the directors or nominees for
director has been an executive officer of, or owns or has owned, of record or
beneficially in excess of 10% equity interest in, any business or professional
entity (i) that has made or proposes to make, payments to the registrant or its
subsidiaries for property or services in excess of five percent of the Company's
or the other entity's consolidated gross revenues, (ii) to which the Company or
its subsidiaries has made or proposes to make, payments for property or services
in excess of 5% of the Company's or the other entity's consolidated gross
revenues for its last fiscal year, or (iii) to which the Company or its
subsidiaries was indebted in an aggregate amount in excess of five percent of
the registrant's total consolidated assets at the end of such fiscal year, nor
have they been members of or counsel to a law firm or investment banking firm
with which the Company has had or will have a relationship.
Indebtedness of management. No director or executive officer of the
Company, nominee for director of the Company, immediate family member of any of
the foregoing, corporation or organization of which any of the foregoing is an
executive officer or partner, or is, directly or indirectly, the beneficial
owner of ten percent or more of any class of equity securities, or trust or
other estate in which any of the foregoing has a substantial beneficial interest
or as to which such person serves as a trustee or in a similar capacity, has
been indebted to the Company or its subsidiaries at any time since the beginning
of the Company's last fiscal year in an amount in excess of $60,000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership of the
Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial
Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5
(Annual Statement of Beneficial Ownership of Securities). Directors, executive
officers and beneficial owners of more than 10% of the Company's common stock
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms that they file. Except as otherwise set forth herein, based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports were required, the Company believes that
for the fiscal year ended May 31, 2005 beneficial owners complied with the
Section 16(a) filing requirements applicable to them in that each officer,
director and beneficial owner of 10% or more of the Company's securities filed a
Form 3 with the SEC and has had no change of ownership since such filing. Each
of such necessary filings, as required to be made by new officers, directors and
stockholders, will be filed with the SEC after Closing.
SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EZCOMM ENTERPRISES, INC.
(Registrant)
By: /s/ Peter Braun
-------------------------
Name: Peter Braun
Title: President
Dated: September 8, 2005
8