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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Information Statement
WALLIN ENGINES CORPORATION
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(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:
N/A
2) Aggregate number of securities to which transaction applies: N/A
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): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] Fee paid previously by written 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 of Schedule and the date of its filing.
1) Amount Previously Paid: $0
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
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WALLIN ENGINES CORPORATION
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 AMEND ARTICLE FOURTH OF THE ARTICLES OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF
WALLIN ENGINES CORPORATION
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INTRODUCTION
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Wallin Engines Corporation ("the Company") is providing this Information
Statement to all shareholders of its par value $0.001 common stock ("Common
Stock") as notification that on June 22, 2001 the holders of a majority of
the Company's outstanding Common Stock consented to amend Article Fourth of
the Articles of Incorporation, increasing the number of authorized shares of
Common Stock from 20,000,000 shares to 45,000,000 shares.
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 90.4% of the outstanding Common Stock,
consented to this amendment to Article Fourth of the Articles of Incorporation
by written consent taken without a meeting pursuant to Section 78.320 of the
Nevada Revised Statutes.
The increase in authorized shares will permit the Company to have
additional authorized but unissued shares available for sale to raise
additional capital, for issuance to acquire other companies, or for other
corporate purposes.
On July 6, 2001, the Company is sending this Information Statement
to all shareholders of record as of June 22, 2001. The amendment to the
Articles of Incorporation of the Company, increasing the number of authorized
shares of Common Stock from 20,000,000 shares to 45,000,000 shares is
expected to become effective July 31, 2001 or upon filing of the
Certificate of Amendment of Articles of Incorporation with the Nevada
Secretary of State, whichever is later.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
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The record date for this Information Statement is June 22, 2001. The
following table sets forth certain information concerning ownership of the
Company's Common Stock as of June 22, 2001. 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
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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.
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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 authorized capital. Therefore, the Company's Articles of
Incorporation will be amended, effective July 31, 2001 or upon filing of the
Certificate of Amendment of Articles of Incorporation with the Nevada
Secretary of State, whichever is later, to reflect that Article Fourth of the
Articles of Incorporation read as follows:
FOURTH. The stock of the corporation is divide into two classes: (1)
Common Stock in the amount of Forty-Five Million (45,000,000) shares having a
par value of $0.001 each; and (2) Preferred Stock in the amount of Five
Million (5,000,000) shares having a par value of $0.001 each. The Board of
Directors shall have the authority, by resolution or resolutions, (1) to
divide the Preferred Stock into more than one class of stock or more than one
series of any class; (2) to establish and fix the distinguishing designation
of each such series and the number of shares thereof, which number, by like
action of the Board of Directors, from time to time thereafter, may be
increased, except when otherwise provided by the Board of Directors in
creating such series, or may be decreased, but not below the number of shares
thereof then outstanding; and (3) within the limitations of applicable law of
the State of Nevada or as otherwise set forth in this Article, to fix and
determine the relative voting powers, designations, preferences, limitations,
restrictions and relative rights of the various classes or stock or series
thereof and the qualifications, limitations or restrictions such rights of
each series so established prior to the issuance thereof. There shall be no
cumulative voting by shareholders.
A copy of the Certificate of Amendment of Articles of Incorporation is
attached as an exhibit to the Company's Current Report on Form 8-K, filed by
the Company with the Securities and Exchange Commission on June 26, 2001, and
is incorporated herein by this reference.
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
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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.
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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. On January 1, 2001 the Company entered into an Employment
Agreement with Michael Linn, the Company's sole officer/director/employee
("Employment Agreement"). Mr. Linn shall receive a salary in the amount of
$1,000 per month for services related to the operations of the Company. As of
the date of this Information Statement, the Company had no funds available to
pay this salary. The Company and Mr. Linn have agreed to accrue the monthly
salary until the Company has sufficient net income to pay the expense. A copy
of the Employment Agreement is attached as an exhibit to the Quarterly Report
on Form 10-QSB for the period ended March 31, 2001, filed by the Company with
the Securities and Exchange Commission on May 21, 2001, and is incorporated
herein by this reference. 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, or to
any of the previous executive officers during the last two calendar years.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ MICHAEL LINN
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Michael Linn, President
Salt Lake City, Utah
July 6, 2001