U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[X] Definitive Information Statement
JUSTWEBIT.COM, INC.
(Name of the 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 14a-
6(I)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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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 aggregate offering price:
___________________________________________________________________
5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box is 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:
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2. Form, schedule, or registration statement number:
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3. Filing party:
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4. Date filed:
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Notes:
INFORMATION STATEMENT
JustWebit.com, Inc.
7550 24th Avenue South, Suite 168
Minneapolis, Minnesota 55450
We Are Not Asking You for a Proxy and You Are
Requested Not To Send Us a Proxy
This Information Statement is furnished by the Board of
Directors of Justwebit.com, Inc., a Ltd., a Nevada corporation
("Company"), to the holders of record at the close of business on
September 30, 2002 ("Record Date") that were not solicited by the
Company, of the Company's outstanding common stock, par value $0.001
per share ("Common Stock",) pursuant to Rule 14c-2 promulgated under
the Securities Exchange Act of 1934, as amended ("Exchange Act").
The Company's Board of Directors have unanimously approved the
following actions:
(a) A proposal to amend the Articles of Incorporation of the
Company to change the name of the Company to "Synthetic Turf
Corporation of America"
(b) A proposal to amend the Articles of Incorporation of the
Company so that an increase in the authorized capital stock of
the Company can be approved by the Board of Directors without
shareholder consent.
(c) A proposal to amend the Articles of Incorporation of the
Company so that a decrease in the issued and outstanding common
stock of the Company (a reverse split) can be approved by the
Board of Directors without shareholder consent.
The Company has received the consent of a majority of the outstanding
shares of Common Stock for the Company for the foregoing actions.
The filing of a Certificate of Amendment of Articles of Incorporation
with the Nevada Secretary of State, which will effect the foregoing
actions, will not be done until a date which is at least twenty (20)
days after the filing of this Definitive Information Statement.
This Information Statement will be sent on or about October 7,
2002 to the Company's stockholders of record who have not been
solicited for their consent of this corporate action.
VOTING SECURITIES
The record date of shareholders entitled to receive notice of
this corporate action by the Company is the close of business on
September 30, 2002. On such date, the Company had issued and
outstanding 101,771,561 shares at $0.001 par value common stock.
Each share is entitled to one vote per share on any matter which may
properly come before the shareholders and there is no cumulative
voting right on any shares. Pursuant to applicable Nevada law, there
are no dissenter's or appraisal rights relating to the matters set
forth above.
All matters to be voted on require an affirmative vote of a
majority of the issued and outstanding shares of the Company. The
Company has solicited and received written consent of a majority of
such shares in the Company.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
September 30, 2002 (101,771,561 issued and outstanding) by (i) all
shareholders known to the Company to be beneficial owners of more
than 5% of the outstanding Common Stock; (ii) each director and
executive officer; and (iii) all officers and directors of the
Company as a group. Except as may be otherwise indicated in the
footnotes to the table, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned by them.
Title of Class Name and Address of Amount of
Beneficial Owner (1) Beneficial Percent of
Ownership (2) Class
Common Stock Lowell Holden 7,480,000 (3) 7.35%
7550 24th Avenue South
Suite 168
Minneapolis, Minnesota 55450
Common Stock Marcine Aniz Uhler 6,000,000 (4) 5.90%
3900 Birch St., Suite 113
Newport Beach, California 92108
Common Stock Gary Borglund 3,000,000 2.95%
7550 24th Avenue South
Suite 168
Minneapolis, Minnesota 55450
Common Stock Richard Overdorff 1,300,000 (5) 1.28%
7550 24th Avenue South
Suite 168
Minneapolis, Minnesota 55450
Common Stock Mark Crist 0 0.00%
7550 24th Avenue South
Suite 168
Minneapolis, Minnesota 55450
Common Stock Shares of all directors and 11,780,000 11.57%
executive officers as a group (4
persons)
(1) Except as noted, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned
by them.
(2) None of these security holders has the right to acquire any
amount of the shares within sixty days from options, warrants,
rights, conversion privilege, or similar obligations.
(3) This amount is held in the name of LS Enterprises, Inc., of
which is controlled by Mr. Holden, who is the president and a
director of that company.
(4) This amount is held in the name of Pelham Associates, Inc., of
which Ms. Uhler is the President and a Director (the shares of Pelham
are owned by The Michael Andrew Trust, of which Ms. Uhler is the
trustee).
(5) These shares are held in the name of Ken Blomhofer, who resides
in Mr. Overdorff's household.
AMENDMENTS TO ARTICLES OF INCORPORATON
Description of Securities.
(a) Shareholder Rights.
The Company's articles of incorporation authorize the issuance
of 250,000,000 shares of common stock, with a par value of $0.001.
The holders of the shares:
- have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the board of
directors of the company
- are entitled to share ratably in all of the assets of the
company available for distribution upon winding up of the
affairs of the company
- are entitled to one non-cumulative vote per share on all matters
on which shareholders may vote at all meetings of shareholders.
These securities do not have any of the following rights
- special voting rights
- preference as to dividends or interest
- preemptive rights to purchase in new issues of shares
- preference upon liquidation
- any other special rights or preferences.
In addition, the shares are not convertible into any other
security. There are no restrictions on dividends under any loan,
financing arrangements or otherwise.
(b) Non-Cumulative Voting.
The holders of shares of common stock of the company do not have
cumulative voting rights, which means that the holders of more than
50% of such outstanding shares, voting for the election of directors,
can elect all of the directors to be elected, if they so choose. In
such event, the holders of the remaining shares will not be able to
elect any of the company's directors.
(c) Dividends.
The Company does not currently intend to pay cash dividends.
Because the Company does not intend to make cash distributions,
potential shareholders would need to sell their shares to realize a
return on their investment. There can be no assurances of the
projected values of the shares, nor can there be any guarantees of
the success of the Company.
A distribution of revenues will be made only when, in the
judgment of the Company's board of directors, it is in the best
interest of its stockholders to do so. The board of directors will
review, among other things, the financial status of the company and
any future cash needs of the Company in making its decision.
(d) Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The Company's authorized capital stock consists of 250,000,000
shares of common stock, with, as of September 30, 2002, 101,771,561
shares outstanding. One effect of the existence of authorized but
unissued capital stock may be to enable the Board of Directors to
render more difficult or to discourage an attempt to obtain control
of the company by means of a merger, tender offer, proxy contest, or
otherwise, and thereby to protect the continuity of the Company's
management. If, in the due exercise of its fiduciary obligations, for
example, the Board of Directors were to determine that a takeover
proposal was not in the Company's best interests, such shares could
be issued by the Board of Directors without stockholder approval in
one or more private placements or other transactions that might
prevent, or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other rights of the
proposed acquiror or insurgent stockholder or stockholder group, by
creating a substantial voting block in institutional or other hands
that might undertake to support the position of the incumbent board
of directors, by effecting an acquisition that might complicate or
preclude the takeover, or otherwise.
(e) Transfer Agent.
The Company has engaged the services of Atlas Stock Transfer
Corporation, address 5899 South State Street, Salt Lake City, UT
84107, to act as transfer agent and registrar.
Amendment of Articles of Incorporation.
One or the corporate actions to be taken consists of the Company
filing a Certificate of Amendment of Articles of Incorporation
wherein the name of the Company would be changed to "Synthetic Turf
Corporation of America".
The other corporation actions to be taken consist of also filing
a Certificate of Amendment of Articles of Incorporation so that an
increase in the authorized capital stock of the Company can be
approved by the Board of Directors without shareholder consent, and
so that a decrease in the issued and outstanding common stock of the
Company can be approved by the Board of Directors without shareholder
consent.
By order of the Board of Directors
September 30, 2002
/s/ Gary Borglund
Gary Borglund, President