SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Information Statement
EASTPORT RED'S INCORPORATED
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(Name of Registrant as Specified in Its Charter)
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[ ] Fee paid previously by written preliminary materials.
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EASTPORT RED'S INCORPORATED
6314 KING VALLEY DRIVE
WEST VALLEY CITY, UTAH 84128
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
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- NOTICE OF SHAREHOLDERS CONSENT TO CHANGE THE NAME OF -
- EASTPORT RED'S INCORPORATED -
- TO -
- WALLIN ENGINES CORPORATION -
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INTRODUCTION
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Eastport Red's Incorporated ("the Company") is providing this Information
Statement to all shareholders of its par value $0.001 common stock ("Common
Stock") as notification that on December 21, 2000 the holders of a majority of
the Company's outstanding Common Stock consented to change the Company's name
from Eastport Red's Incorporated ("Eastport") to Wallin Engines Corporation
("Wallin").
Of the 19,900,000 Common Stock shares issued and outstanding and entitled
to vote by written consent on that date, a shareholder owning 18,000,000
Common Stock shares, or approximately 90% of the outstanding Common Stock,
consented to this name change by written consent taken without a meeting
pursuant to Section 78.320 of the Nevada Revised Statutes.
On January 2, 2001, the Company is sending this Information Statement
to all shareholders of record as of December 21, 2000. The name change is
expected to become effective January 22, 2001 or upon filing of the
Certificate of Amendment of Articles of Incorporation with the Nevada
Secretary of State, whichever is later.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
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The record date for this Information Statement is December 21, 2000. The
following table sets forth certain information concerning ownership of the
Company's Common Stock as of December 21, 2000. The table discloses each
entity the Company knows to beneficially own more than five percent (5%) of
its Common Stock. The table also shows the stock holdings of the Company's
directors, as the well as the shares held by its directors and executive
officers as a group. The notes accompanying the information in the table
below are necessary for a complete understanding of the figures provided.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNER (1) PERCENT OF CLASS
- ------------------------ -------------------- ----------------
Michael Linn 18,000,000 90.45%
6314 King Valley Drive
West Valley City, Utah 84128
All Executive Officers &
Directors as a Group (2)
(One Person) 18,000,000 90.45%
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(1) The number of shares beneficially owned by the entities above is
determined under rules promulgated by the SEC and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and
also any shares which the individual has the right to acquire within 60
days through the exercise of any stock option or other right. The
inclusion herein of such shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial
owner of such shares. Unless otherwise indicated, each person or entity
named in the table has sole voting power and investment power (or shares
such power with his or her spouse) with respect to all shares of capital
stock listed as owned by such person or entity.
(2) Michael Linn is the Company's president, secretary and treasurer and
sole director.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
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The Company was incorporated on July 18, 1997 under the laws of the State
of Nevada under the name of Eastport Red's Incorporated. Nevada law requires
that a domestic corporation amend its articles of corporation to reflect a
change of corporate name. Therefore, the Company's articles of incorporation
will be amended, effective January 22, 2001 or upon filing of the Certificate
of Amendment of Articles of Incorporation with the Nevada Secretary of State,
whichever is later, to reflect the change of name from Eastport Red's
Incorporated to Wallin Engines Corporation.
CHANGE IN CONTROL
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Effective December 1, 2000, the Company entered into an Asset Acquisition
Agreement between the Company and Michael Linn ("Linn"), a Utah resident,
("Asset Agreement") that resulted in the Company purchasing certain assets
owned by Linn in exchange for the issuance of 18,000,000 shares of the
Company's Common Stock to Linn.
Also in connection with the Asset Agreement, First Avenue, Ltd., a
shareholder of the Company, agreed to the cancellation of 9,100,000 shares out
of the 10,000,000 shares of the Company's Common Stock held by it. Ken Kurtz,
who was an officer and director of the Company through December 20, 2000, is a
general partner of First Avenue, Ltd.
On December 5, 2000, the Board of Directors consented to the appointment
of Mr. Michael Linn as the Company's president, secretary, treasurer and
director, to serve until his successor is elected and qualified. Such
appointment became effective December 20, 2000. Also on December 20, 2000,
Mr. Kurtz resigned all positions as an officer and director of the Company.
The issuances and cancellations of the Company's stock as discussed
herein resulted in a change in control of the Registrant from First Avenue,
Ltd. to Michael Linn. Michael Linn is now a controlling shareholder of the
Company by owning 18,000,000 common stock shares, which will be approximately
90.5% of the Company's 19,900,000 common stock shares issued and outstanding.
DIRECTORS AND EXECUTIVE OFFICERS
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The directors and executive officers currently serving the Company are
as follows:
NAME AGE POSITION HELD SINCE
- ----- ---- -------------- ------
Michael Linn 32 President, Secretary, December 20, 2000
Treasurer, Director &
Chairman of the Board
Michael Linn will become the Company's president, secretary, treasurer
and director effective December 20, 2000. Mr. Linn has been employed as an
apprentice machinist by Wolverine Machine in Salt Lake City, Utah since June
2000. From August 1999 to June 2000, Mr. Linn was a union member welder and
connector for Western Construction Specialists in West Jordan, Utah. From
March 1998 to August 1999, Mr. Linn was a lead carpenter for McCain
Construction in West Valley, Utah. From October 1995 to March 1998, Mr. Linn
was enrolled in the United States Army in Fort Bliss, Texas. Mr. Linn is not,
nor has not been, an officer or director of any other publicly held company
subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended.
The director named above will serve until his successor is elected and
qualified. Officers will hold their positions as directed by the board of
directors. Currently, none of the Company's officers nor directors have any
employment agreement with the Company, nor is any currently contemplated.
There is no arrangement or understanding between the directors and officers of
the Company and any other person pursuant to which any director or officer was
or is to be selected as a director or officer.
The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which they will devote to the Company's affairs is unknown and is likely
to vary substantially from month to month.
Exclusion of Liability
The Nevada Corporation Act excludes personal liability for its directors
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of the Nevada Corporation Act, or
any transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director
may have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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No compensation was awarded to, earned by, or paid to any of the current
executive officers of the Company since it's inception on July 18, 1997. In
May 1999, the Company sold 10,000,000 shares of Common Stock to First Avenue,
Ltd. for $10,000. Ken Kurtz, an officer and director of the Company through
December 20, 2000, is also a general partner of First Avenue, Ltd. The shares
were sold to First Avenue, Ltd. to obtain capital to pay the costs of becoming
a reporting company under the Securities Exchange Act of 1934, as amended, and
also to pay the cost of general administrative expenses.
TRANSFER OF STOCK CERTIFICATES
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After January 22, 2001, stockholders may forward their stock certificates
to Interwest Transfer Co., Inc., 1981 East Murray-Holladay Road, PO Box 17136,
Salt Lake City, Utah 84117; Telephone (801) 272-9294, together with $15 for
each stock certificate requested to be issued or transferred for a new stock
certificate bearing the new name of the Company and its new Cusip Number. If
stock certificates are being transferred into the same name, no signature
guarantee is required; if being transferred to a new name, the stock
certificate submitted must be signed and the signature must be guaranteed by a
"Medallion Member" bank or broker dealer. A stock power similarly signed and
guaranteed will also be acceptable.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ MICHAEL LINN
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Michael Linn, President
Salt Lake City, Utah
December 22, 2000