SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
BACH-HAUSER, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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.:
3) Filing Party:
4) Date Filed:
BACH-HAUSER, INC.
1561 Highway 3
Cayuga, Ontario N0A 1E0
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
This Information Statement is being mailed on or about January 18,
2005 to the shareholders of record of Bach-Hauser, Inc., a Nevada
corporation (the "Company") at the close of business on January 7,
2005 (the "Record Date"). This Information Statement is being sent
to you for information purposes only. No action is requested on
your part.
This Information Statement is being furnished to our shareholders
to inform you of the adoption of resolutions by written consent
of a limited number of shareholders holding a majority of the
voting power of our securities. The resolutions adopted by such
holders of a majority of the voting power (the "Majority
Shareholders") give us the authority to take the following
action:
To amend the Articles of Incorporation to change the name of
the Company to "Financial Access Solutions Technology, Inc."
In order to eliminate the costs involved in holding a special
meeting of our shareholders, our Board of Directors accepted the
action taken by majority consent of the shareholders as an act
of the Company pursuant to Section 787.32 of the Nevada Revised
Statutes and adopted resolutions authorizing the action.
General
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The Company will pay all costs associated with the distribution
of this Information Statement, including the costs of printing
and mailing. The Company will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement
to the beneficial owners of the Company's common stock.
The Company will only deliver one Information Statement to
multiple security holders sharing an address unless the Company
has received contrary instructions from one or more of the
security holders. Upon written or oral request, the Company will
promptly deliver a separate copy of this Information Statement
and any future annual reports and information statements to any
security holder at a shared address to which a single copy of
this Information Statement was delivered, or deliver a single
copy of this Information Statement and any future annual reports
and information statements to any security holder or holders
sharing an address to which multiple copies are now delivered.
You should direct any such requests to the following address:
Bach-Hauser, Inc.
1561 Highway 3
Cayuga, Ontario N0A 1E0
Attn: Shareholder Relations
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Outstanding Shares and Voting Rights
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As of the close of business on January 7, 2005, the Record Date
for shares entitled to notice of and to sign written consents,
there were 51,609,392 shares of our common stock outstanding.
Each share of common stock is entitled to one vote for each share
held. Majority Shareholders owning 55.45% of the voting power have
executed a written consent in favor of the action described
above. This consent will satisfy the shareholder approval
requirement for the proposed action. Pursuant to Rule 14c-2
under the Securities Exchange Act of 1934, as amended, the
proposal will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to
our shareholders. The Company anticipates that the Company name
change contemplated herein will not be effected until we file with
the Nevada Secretary of State on or about the close of business on
February 7, 2005.
Interest of Certain Persons in or Opposition to Matters to be Acted Upon
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No officer or director will receive any direct or indirect
benefit from the Company's proposed amendments. No officer or
director or any person has notified the Company that it intends
to oppose the Company's amendments to its Articles of
Incorporation.
Furnishing Information
- ----------------------
This Information Statement is being furnished to all holders of
common stock of the Company on the Record Date. The Form 10-KSB
for the year ending December 31, 2003 and all subsequent filings
may be viewed on the Securities and Exchange Commission web site
at www.sec.gov in the EDGAR Archives and are incorporated herein
by reference. The Company is presently current in the filing of
all reports required to be filed by it.
Dissenters' Rights of Appraisal
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There is no provision in the Nevada Revised Statutes or in our
Articles of Incorporation or Bylaws, providing our shareholders
with dissenters' rights of appraisal to demand payment in cash
for their shares of Common Stock in connection with the
implementation of any of the action described in this
Information Statement.
Proposals by Security Holders
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No security holders entitled to vote have transmitted any
proposals to be acted upon by the Company.
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Security Ownership of Certain Beneficial Owners and Management
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The following table sets forth information as of January 7, 2005
with respect to the beneficial ownership of common stock by each
person who to the knowledge of the Company beneficially owned or
had the right to acquire more than 5% of the outstanding common
stock. Unless otherwise indicated, beneficial ownership is direct
and the persons indicated have sole voting and investment power.
As of January 7, 2005, there were 51,609,392 shares outstanding.
Number Percent
Name of Beneficial Owner (1) of Shares of Class
- ---------------------------- ---------- --------
Martin Grenier 10,000,000 19.4%
Seijin Ki 3,500,000 6.8%
David Schild 2,900,000 5.6%
Betty Castiglione 3,100,000 6.0%
Tony Papa 3,300,000 6.4%
Harry Ki 2,850,000 5.5%
Sandy DaCosta 2,970,000 5.7%
(1) The address of each person is care of the Company.
The following table sets forth information as of January 7, 2005
with respect to the beneficial ownership of common stock by all
directors, each executive officer and directors and executive
officers of the Company as a group.
Name of Beneficial Position with Number of Percent
Owner Company Shares of Class
- ------------------ ----------------- --------- --------
Peter Preston Chief Executive 166,667 *
and Financial
Officer,
President,
Secretary,
Treasurer, and
Director
Russell Heaton Director 166,667 *
All Directors and 333,334 *
Officers as a Group
(2 persons)
* Less than 1%
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AMENDMENT TO ARTICLES OF INCORPORATION TO
EFFECT A NAME CHANGE OF THE COMPANY
On January 7, 2005, the Board approved, subject to receiving the
approval of a majority of the shareholders of our common stock, an
amendment to our Articles of Incorporation to change the name of
our Company from "Bach-Hauser, Inc." to "Financial Access Solutions
Technology, Inc."
In November 2004, we acquired DM2 Technology, Inc. ("DM2"). We
currently plan to continue to use the tangible assets of DM2
substantially in the same manner in which they were used by DM2
immediately prior to the acquisition. DM2 is a provider of
specialized POS (point of sale) equipment and software which
provides greater flexibility and reliability for debit and credit
card financial payments. DM2 has been in the business of handling
Interac and Credit Card transaction payments since the government
of Canada deregulated this market. We believe that our current
name, Bach-Hauser, Inc., does not reflect our anticipated future
business model, and in the view of our Board of Directors, will be
confusing to our potential targeted customers, potential acquisition
candidates, if any, the investing public and others with whom we have
or may have business relationships in the future. We believe that
keeping our current name will be a hinderance to our development.
Shareholder approval for the change of name to "Financial Access
Solutions Technology, Inc." was obtained by written consent of
shareholders owning 28,620,000 shares of our common stock, which
represented 55.45% on the Record Date. The change of name will not
become effective until not less than twenty (20) days after this
Information Statement is first mailed to shareholders of our common
stock and until the appropriate filings have been made with the
Nevada Secretary of State.
We anticipate filing the Certificate of Amendment to our Articles
of Incorporation with the Nevada Secretary of State substantially
in the form attached as Exhibit A to this Information Statement on
or about February 7, 2005.
By Order of the Board of Directors
/s/ Peter Preston
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Peter Preston
President, Chief Executive and
Financial Officer and Director
January 7, 2005
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EXHIBIT A
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DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4201
(775) 684 5708
Website: secretaryofstate.biz
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 and 78.390)
Important: Read attached instructions before completing form.
Certificate of Amendment to Articles of Incorporation
Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: Bach-Hauser, Inc.
2. The articles have been amended as follows (provide article numbers,
if available):
Upon filing of this Certificate of Amendment, Article One of the
Company's Amended and Restated Articles of Incorporation will be
amended to read in its entirety as follows:
Article One: The name of this Corporation is: Financial Access
Solutions Technology, Inc.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may
be required in the case of a vote by classes or series, or as may be
required by the provisions of the articles of incorporation have
voted in favor of the amendment is: 28,620,000 (55.45%)
4. Effective date of filing (optional):
5. Officer Signature (Required):
* If any proposed amendment would alter or change any preference or
any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to
the affirmative vote otherwise required, of the holders of shares
representing a majority of the voting power of each class or series
affected by the amendment regardless of limitations or restrictions on
the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the
proper fees may cause this filing to be rejected.
SUBMIT IN DUPLICATE
A-1