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 THEREUNDER
SURFORAMA.COM, INC.
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(Exact name of registrant as
specified in its corporate charter)
000-33165
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Commission File No.
NEVADA 98-0233878
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(State of Incorporation) (IRS Employer
Identification No.)
867 WEST 8TH AVENUE
VANCOUVER, BRITISH COLUMBIA, CANADA V6E 1E5
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(Address of principal executive offices)
(604) 727-8402
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(Issuer's telephone number)
SURFORAMA.COM, INC.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about May 5, 2003 to the
holders of shares of common stock, par value $.001 per share (the "Common
Stock") of Surforama.com, Inc., a Nevada corporation (the "Company"). On August
14, 2002, Mr. Parker entered into an agreement to purchase the shares held by
two of our officers and directors, Mr. Edward Yau and Mr. Mike Hanson,
contingent on the parties due diligence and several other conditions prior to
the sale. On April 25, 2003, these conditions were satisfied and the sale was
consummated. Mr. Parker has purchased 11,820,000 shares of common stock from
Mr. Yau and Mr. Hanson. Mr. Parker now owns 59.6% of our common stock issued
and outstanding as of April 25, 2003. As a condition to the closing under the
Purchase Agreement, the Company's current Board of Directors (the "Current
Board") will appoint David Parker as President and as a member of the Company's
Board of Directors, and then tender their respective resignations from the Board
to be effective ten days after the delivery of this Information Statement.
Following the effective date of the resignation of the members of the Current
Board, David Parker will become the sole director of the Company.
David Parker will not take office as a director until at least ten days after
this Information Statement is mailed or delivered to all Company shareholders in
compliance with Section 14(f) of the Securities Exchange Act of 1934, as
amended, and Rule 14f-1 thereunder.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
1. VOTING SECURITIES OF THE COMPANY
On August 14, 2002, there were 19,828,899 shares of the Company's common stock
issued and outstanding. Each share of common stock entitles the holder thereof
to one vote on each matter that may come before a meeting of the shareholders.
2. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
our shares of common stock at April 25, 2003 by: (i) each person known by us to
be the beneficial owner of more than 5% of our outstanding shares of common
stock; (ii) each of our directors; (iii) each of our executive officers; and
(iv) all directors and executive officers as a group. Each person
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<PAFE>
named in the table, has sole voting and investment power with respect to all
shares shown as beneficially owned by such person.
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Owner of Class
- --------------------------------------------------------------------------------
Common Stock David Parker 11,820,100 59.6%
333 Throckmorton St. #1107
Ft. Worth, Texas 76102
Common Stock Edward Yau NIL NIL
12191 McNeely Drive
Richmond, British Columbia
V6V 2S1
Common Stock Mike Hanson NIL NIL
867 West 8th Avenue
Vancouver, British Columbia
V6M 2A8
Common Stock Gregory S. Yanke 100 <0.01%
200 - 675 West Hastings Street
Vancouver, British Columbia
V6B 1N2
Common Stock All executive 11,820,100 59.6%
officers and
directors as a group
- --------------------------------------------------------------------------------
The percent of class is based on 19,828,899 shares of common stock issued and
outstanding as of April 25, 2003.
3. CHANGES IN CONTROL
On August 14, 2002, David Parker entered into the Stock Purchase Agreement with
Mike Hanson and Edward Yau, pursuant to which Mr. Parker would acquire
11,820,000 shares (approximately 59.6% of the outstanding shares of Common
Stock) for an aggregate purchase price of $118,200. The consideration for the
acquisition was paid from the personal funds of the Mr. Parker. The purchase of
the shares of Common Stock was consummated on April 25, 2003 in a private
transaction and thus David Parker may be considered to "control" the Company.
As a condition to the closing under the Purchase Agreement, the Current Board
will appoint David Parker as President and to the Company's Board of Directors,
and then the Current Board and all officers will resign. The appointment of
David Parker to the Board and the resignation of the Current Board would be
effective on the tenth (10th) day following the mailing of this Information
Statement, estimated to be on or about May 15, 2003.
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4. DIRECTORS AND EXECUTIVE OFFICERS
The Company anticipates that on or about May 15, 2003, Edward Yau, Mike Hanson
and Greg Yanke will each tender a letter of resignation to the Board to resign
as directors of Surforama.com as agreed upon in the Stock Purchase Agreement.
David Parker will be appointed as the sole director of the Company upon these
resignations.
The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company:
CURRENT EXECUTIVE OFFICERS AND DIRECTORS:
Name Age Position with Registrant
David Parker 47 President
Edward Yau 31 Chief Executive
Officer and Director
Mike Hanson 41 Vice-President, Chief Operating
Officer and Director
Gregory S. Yanke 32 Secretary, Treasurer and
Director
PROPOSED DIRECTOR:
Name Age Proposed Position with Registrant
David Parker 47 Chief Executive Officer
and Director
Set forth below is a brief description of the background and business experience
of each of our existing and proposed executive officers and directors for the
past five years.
MR. EDWARD YAU is our President, Chief Executive Officer and Director. Mr. Yau
graduated from the University of British Columbia in 1996 with a Bachelor of
Medical Laboratory Sciences degree. Prior to founding Surforama.com Portal
Services Inc., our wholly owned subsidiary, Mr. Yau founded and acted as
President of Crys Tel Telecommunications, Inc. from 1997 to 1999, a private
company specializing in the North American and European marketing and deployment
of IP telephony products and services which allow users to make long distance
telephone calls using the internet. He has also acted as President of Global
NetVision Inc. from 1996 to 1997, an international marketing company based in
Canada. Mr. Yau spends 100% of his time on our business.
MR. MIKE HANSON is our Vice-President, Chief Operating Officer and Director.
Prior to co-founding Surforama.com Portal Services Inc. with Mr. Yau, Mr. Hanson
acted as Chief
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Operating Officer of Cry-Tel Telecommunications, Inc. from 1998 to 1999, a long
distance telephone company specializing in the North American and European
marketing and deployment of IP telephony products and services which allow users
to make long distance telephone calls using the internet. He also acted as
Vice-President of Marketing for Canada Telecom Network Inc., one of the largest
long distance resellers in Canada, from 1996 to 1998. Prior to that, Mr. Hanson
was employed for eight years as Vice-President of Operations with Prestige
Advertising Services Ltd., a private promotional advertising company from 1987
to 1994. Mr. Hanson spends 100% of his time on our business.
MR. GREGORY S. YANKE is Secretary, Treasurer and a Director. Mr. Yanke has been
a self-employed securities lawyer and principal of Gregory S. Yanke Law
Corporation since February 2000. From May 1996 to February 2000, he was employed
as an associate lawyer with Beruschi & Company, Barristers and Solicitors, a
Vancouver, Canada based law firm that practices securities and corporate law.
Mr. Yanke is a graduate of the University of British Columbia, receiving
Bachelor degrees in Political Science (1991) and Law (1994). He is a member in
good standing with the Law Society of British Columbia. Mr. Yanke currently
acts as a director of Surforama.com, Inc., a United States reporting company.
He is also corporate secretary of LMX Resources Ltd., Randsburg International
Gold Corp., Alberta Star Mining Corp., and Candorado Operating Company Ltd., all
of which are British Columbia and Alberta reporting companies.
DAVID B. PARKER. Mr. Parker has served as President of Surforama.com, Inc.
since April 2003. Mr. Parker founded eRXSYS, formerly RxSystems, Inc., in March
2002 and operates as the Chairman and Chief Executive Officer. From December
2001 to June 2002, Mr. Parker served as a business consultant to RTIN Holdings,
Inc., the parent company of Safe Med Systems, Inc. and SafeScript Pharmacy, Inc.
Mr. Parker has more than 20 years of experience in the financial, merchant
banking, and financial public relations industries. Mr. Parker subsequently
served as Vice-President-Retail Sales for Prudential Securities from November
1989 to December 1991. Mr. Parker launched and operated his own independent
consulting practice from January 1991 until December 2001. From August 1983 to
February 1988, Mr. Parker was employed at Merrill Lynch Pierce Fenner & Smith,
where he rose to the position of executive Vice President. Mr. Parker graduated
from Texas Christian University in 1981.
Term of Office
The Directors are appointed for a one-year term to hold office until the next
annual general meeting of shareholders or until removed from office in
accordance with our bylaws. The officers are appointed by the board of
directors and hold office until removed by the board.
5. LEGAL PROCEEDINGS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
The Company is not aware of any legal proceedings in which Mr. Parker, any
director, officer, or any owner of record or beneficial owner of more than five
percent of any class of voting securities of the Company, or any affiliate of
Mr. Parker, or of any such director, officer, affiliate of the Company, or
security holder, is a party adverse to the Company or has a material interest
adverse to the Company.
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6. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed herein, none of the Company's directors or officers, nor any
proposed director, nor any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights attached to all of the
Company's outstanding shares, nor any promoter, nor any relative or spouse of
any of the foregoing persons has any material interest, direct or indirect, in
any transaction since the Company's incorporation or in any presently proposed
transaction which, in either case, has or will materially affect us.
The Company has an agreement with Greg Yanke, its secretary, whereby his law
firm, of which he is principal, provides legal services to the Company from time
to time at an hourly rate.
David Parker founded eRXSYS, formerly RxSystems, Inc., in March 2002 and
operates as the Chairman and Chief Executive Officer. eRXSYS presently owns a
license granted by RTIN Holdings, Inc. After the new Board of Directors has
taken office, the Board will evaluate the prospect of acquiring the RTIN
Holdings, Inc. license.
The Company's management and proposed management are involved in other business
activities and may, in the future become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company's business and
their other business interests. In the event that a conflict of interest arises
at a meeting of our directors, a director who has such a conflict is required to
disclose his interest in the proposed transaction and abstain from voting for or
against the approval of such transaction.
7. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The following persons have failed to file, on a timely basis, the identified
reports required by section 16(a) of the Exchange Act during the most recent
fiscal year.
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
Edward Yau,
President, Director,
Chief Executive Officer 0 0 0
Mike Hanson,
Director, Vice President, 0 0 0
Chief Operating Officer
Greg Yanke, Director, 0 0 0
Secretary, Treasurer
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8. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to
the Company's executive officers by any person for all services rendered in all
capacities to the Company for the three most recent fiscal years.
Annual Compensation Long Term Compensation
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Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/ LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs(#) payouts($)tion
- ---- ----- ---- -------- ----- ------ ------- ------- --------- ----
Edward President, 2002 $2,400 0 0 0 0 0 0
Yau CEO, 2001 $17,420 0 0 0 0 0 0
Director 2000 $31,900 0 0 0 0 0 0
1999 $0 0 0 0 0 0 0
Michael Vice- 2002 $0 0 0 0 0 0 0
Hanson President, 2001 $18,714 0 0 0 0 0 0
COO, CFO 2000 $31,899 0 0 0 0 0 0
Director 1999 $0 0 0 0 0 0 0
Gregory Secretary 2002 $0 0 0 0 0 0 0
Yanke and 2001 $0 0 0 0 0 0 0
Director 2000 $0 0 0 0 0 0 0
1999 $0 0 $1,776 0 0 0 0
Cdn
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INCENTIVE STOCK OPTIONS
There have been no stock options issued to any officers or directors.
Dated: May 1, 2003 By Order of the Board of Directors
Surforama.com, Inc.
/s/ David Parker
__________________________________
David Parker
President
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