SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
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|X| Preliminary Information Statement
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14c-5(d)(2))
[ ] Definitive Information Statement
FreePCSQuote.Com, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FREEPCSQUOTE.COM, INC.
19950 MARINER AVENUE
TORRANCE, CALIFORNIA 90503
INFORMATION STATEMENT
The purpose of this Information Statement is to notify the holders of
FreePCSQuote.Com, Inc. (the "Company") voting stock, as of the close of business
on February 24, 2004 (the "Record Date"), of the following actions by our
stockholders in a written consent of holders of a majority of the outstanding
shares of our voting stock entitled to vote in lieu of a meeting of
stockholders:
1. to amend our Articles of Incorporation to change our corporate name
to "Digital Learning Management Corporation" (the "Name Change
Amendment");
2. to amend our Articles of Incorporation to increase the authorized
number of shares of our common stock to 75,000,000 shares and our
preferred stock to 5,000,000 shares (the "Share Increase
Amendment"); and
3. to amend our Articles of Incorporation to effect a 7.8680269-for-1
forward stock split with respect to our common stock (the "Stock
Split Amendment" and together with the Name Change Amendment and the
Share Increase Amendment, the "Amendments").
Our Board of Directors unanimously adopted the Amendments, and on February 12,
2004 we received the written consent, in lieu of a meeting of stockholders, from
the holders of a majority of the shares of our voting stock approving these
actions. No other votes were required to adopt the Amendments and none are being
solicited hereunder. A copy of the Certificate of Amendment to the Articles of
Incorporation is attached hereto as Exhibit A.
This Information Statement is first being mailed or furnished to stockholders on
or about February 26, 2004, and the Amendments described herein will not become
effective until at least 20 calendar days thereafter. We will pay all costs
associated with the preparation and distribution of this Information Statement,
including all mailing and printing expenses.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTE OBTAINED - NEVADA LAW
Nevada Revised Statutes ("NRS") 78.390 provides that every amendment to our
Articles of Incorporation shall first be adopted by the resolution of the Board
of Directors and then be subject to the approval of stockholders entitled to
vote on any such amendment. Under NRS 78.390 and our bylaws, an affirmative vote
by stockholders holding shares entitling them to exercise at least a majority of
the voting power is sufficient amend our Articles of Incorporation. NRS 78.320
provides that, unless otherwise provided in the Articles of Incorporation or the
bylaws, any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if, before or after the action, a
written consent thereto is signed by stockholders holding at least a majority of
the voting power. In order to eliminate the costs and management time involved
in holding a special meeting and in order to effect the Amendments as early as
possible in order to accomplish the purposes as hereafter described, our Board
of Directors voted to utilize, and did in fact obtain, the written consent of
the holders of a majority in the interest of our voting stock.
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NRS 78.320 provides that in no instance where action is authorized by written
consent need a meeting of stockholders be called or notice given.
AMENDMENTS TO OUR ARTICLES OF INCORPORATION
Introduction
On February 12, 2004, our Board of Directors unanimously approved the Amendments
and submitted such matter for stockholder approval. On February 12, 2004,
stockholders holding a majority of our outstanding voting stock, acting by
majority written consent, approved and ratified the Amendments. The Amendments
will become effective upon filing with the Secretary of State of Nevada. It is
anticipated that the foregoing will take place 20 calendar days after
distribution of this Information Statement to our stockholders.
AUTHORIZATION TO CHANGE NAME
Purpose of the Name Change
Our Board of Directors has determined that it is in our best interests to change
our name to one that would more accurately reflect our new business operations
pursuant to our merger on January 16, 2004 with Digital Learning Institute, Inc.
Consequently, the Board of Directors has recommended changing our name from
"FreePCSQuote.Com, Inc." to "Digital Learning Management Corporation."
Effects of the Name Change
Changing our name will not have any effect on our corporate status, the rights
of stockholders or the transferability of outstanding stock certificates.
Outstanding stock certificates bearing the name "FreePCSQuote.Com, Inc." will
continue to be valid and represent shares of "Digital Learning Management
Corporation" following the name change. In the future, new stock certificates
will be issued bearing our new name, but this will in no way affect the validity
of your current stock certificates.
Vote Required
Pursuant to NRS 78.385 and NRS 78.390, the affirmative vote of the holders of a
majority of our outstanding voting stock is sufficient to amend our Articles of
Incorporation to change our name from "FreePCSQuote.Com, Inc." to "Digital
Learning Management Corporation," which vote was obtained by majority written
consent. As a result, the Name Change Amendment was approved and no further
votes will be needed.
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Effective Date
Under applicable federal securities laws, the Name Change Amendment cannot be
effective until at least 20 calendar days after this Information Statement is
sent or given to our stockholders. The Name Change Amendment will become
effective upon filing with the Secretary of State of Nevada. It is anticipated
that the foregoing will take place 20 calendar days after distribution of this
Information Statement is mailed to our stockholders.
Dissenters' Rights of Appraisal
The Nevada Revised Statutes do not provide for appraisal rights in connection
with our name change.
INCREASE IN AUTHORIZED SHARES
Purpose of the Increase
Our Board of Directors has determined that it is in our best interests to
increase the number of authorized shares of our common stock and our preferred
stock. The Board of Directors believes that the Share Increase Amendment will
provide us with greater flexibility by increasing our authorized capital to
allow us to issue additional shares of our common stock and our preferred stock.
Consequently, the Board of Directors has recommended that we increase the number
of authorized shares of our common stock to 75,000,000 shares and our preferred
stock to 5,000,000 shares.
Effect of the Increase
The increase in authorized common stock and preferred stock will not have any
immediate effect on the rights of existing stockholders. However, the Board of
Directors will have the authority to issue authorized common stock or preferred
stock without requiring future stockholder approval of such issuances, except as
may be required by the Articles of Incorporation or applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
stockholders.
The increase in the authorized number of shares of common stock and preferred
stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company without further action
by our stockholders. Shares of authorized and unissued common stock and
preferred stock could, within the limits imposed by applicable law, be issued in
one or more transactions which would make a change in control of the Company
more difficult, and therefore less likely. Any such issuance of additional stock
could have the effect of diluting the earnings per share and book value per
share of outstanding shares of common stock or preferred stock and such
additional shares could be used to dilute the stock ownership or voting rights
of a person seeking to obtain control of the Company.
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The Board of Directors is not currently aware of any attempt to take over or
acquire the Company. While it may be deemed to have potential anti-takeover
effects, the Share Increase Amendment is not prompted by any specific effort or
takeover threat currently perceived by management.
We do not have any current intentions, plans, arrangements, commitments or
understandings to issue any shares of capital stock.
Vote Required
Pursuant to NRS 78.385 and NRS 78.390, the affirmative vote of the holders of a
majority of our outstanding voting stock is sufficient to amend our Articles of
Incorporation to increase the number of authorized shares of our common stock to
75,000,000 shares and our preferred stock to 5,000,000 shares, which vote was
obtained by majority written consent. As a result, the Share Increase Amendment
was approved and no further votes will be needed.
Effective Date
Under applicable federal securities laws, the Share Increase Amendment cannot be
effective until at least 20 calendar days after this Information Statement is
sent or given to our stockholders. The Share Increase Amendment will become
effective upon filing with the Secretary of State of Nevada. It is anticipated
that the foregoing will take place 20 calendar days after distribution of this
Information Statement is mailed to our stockholders.
Dissenters' Rights of Appraisal
The Nevada Revised Statutes do not provide for appraisal rights in connection
with the increase of authorized shares of our capital stock.
THE FORWARD STOCK SPLIT
Purpose of the Forward Stock Split
Our Board of Directors has determined that it is in our best interests to effect
an amendment to our Articles of Incorporation to effect a 7.8680269-for-1
forward split of our issued and outstanding shares of common stock, with all
fractional shares rounded down to the nearest whole.
Effect of the Forward Stock Split
As of the Record Date, we had a total of _________ shares of common stock issued
and outstanding. The forward split will be applicable to all holders of our
common stock upon the effective date of the Stock Split Amendment. This means
that all holders of our common stock shall receive 7.8680269 shares for every
one (1) share owned, with all fractional shares rounded to the next whole share.
As a result, following the forward stock split, the stockholders as of the
Record Date will own a total of approximately ___________ shares of common
stock, an increase of ___________ shares.
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Vote Required
Pursuant to NRS 78.385 and NRS 78.390, the affirmative vote of the holders of a
majority of our outstanding voting stock is sufficient to amend our Articles of
Incorporation to effect a 7.8680269-for-1 forward stock split of our common
stock, which vote was obtained by majority written consent. As a result, the
Stock Split Amendment was approved and no further votes will be needed.
Effective Date
Under applicable federal securities laws, the Stock Split Amendment cannot be
effective until at least 20 calendar days after this Information Statement is
sent or given to our stockholders. The Stock Split Amendment will become
effective upon filing with the Secretary of State of Nevada. It is anticipated
that the foregoing will take place 20 calendar days after distribution of this
Information Statement is mailed to our stockholders.
Dissenters' Rights of Appraisal
The Nevada Revised Statutes do not provide for appraisal rights in connection
with a forward stock split involving our common stock.
SECURITY OWNERSHIP
As of February 12, 2004, there were 2,555,147 shares of voting stock issued and
outstanding and entitled to vote, comprised entirely of shares of common stock.
Each share of common stock and each share of preferred stock entitles its holder
to one vote.
The following table sets forth certain information known to us regarding the
beneficial ownership of each class of our voting stock as of February 12, 2004,
by (a) each beneficial owner of more than 5% of our voting stock, (b) our
executive officers, (c) each of our directors, and (d) all of our directors and
executive officers as a group. Except as otherwise indicated, each person has
sole voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where applicable. Unless
indicated otherwise, the address of all persons listed below is c/o
FreePCSQuote.Com, Inc., 19950 Mariner Avenue, Torrance, California 90503.
- ---------------------------------------------------- ----------------------------- --------------------------
Number of Shares Percentage of Shares
Number of Shares Beneficially Owned Beneficially Owned Beneficially Owned
- ---------------------------------------------------- ----------------------------- --------------------------
Aurangzeb Bhatti 887,503 (1) 34.6%
- ---------------------------------------------------- ----------------------------- --------------------------
Umesh Patel 887,503 (1) 34.6%
- ---------------------------------------------------- ----------------------------- --------------------------
Al Jinnah 132,948 5.2%
- ---------------------------------------------------- ----------------------------- --------------------------
All executive officers and directors as a group 1,907,954 (2) 74.0%
(3 persons)
- ---------------------------------------------------- ----------------------------- --------------------------
(1) Includes options to purchase 12,261 shares exercisable at $6.974 per share
that are exercisable within 60 days.
(2) Includes options to purchase 12,261 shares exercisable at $6.974 per share
that are exercisable within 60 days.
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ADDITIONAL INFORMATION
We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements and other information including annual and quarterly reports on
Form 10-KSB and Form 10-QSB with the Securities and Exchange Commission. Reports
and other information filed by us can be inspected and copied at the public
reference facilities maintained at the Securities and Exchange Commission at
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material
can be obtained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, DC
20549, at prescribed rates. The Securities and Exchange Commission also
maintains a web site on the internet (http://www.sec.gov) where reports, proxy
and information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge.
BY ORDER OF THE BOARD OF DIRECTORS,
- -----------------------------------------
Aurangzeb Bhatti
President
Torrance, California 90503
February __, 2004
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EXHIBIT A
[SEAL] DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ
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CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)
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- --------------------------------------------------------------------------------
IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM.
ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation: FreePCSQuote.Com, Inc.
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- --------------------------------------------------------------------------------
2. The articles have been amended as follows (provide article numbers, if
available):
1. Name of Company: Digital Learning Management Corporation
4. Authorized Shares: The aggregate number of shares which the
corporation shall have authority to issue shall consist of
75,000,000 shares of Common Stock having a $.001 par value, and
5,000,000 shares of Preferred Stock having a $.001 par value. The
Common and/or Preferred Stock of the Company may be issued from time
to time without prior approval by the stockholders. The Common
and/or Preferred Stock may be issued for such consideration as may
be fixed from time to time by the Board of Directors. The Board of
Directors may issue such share of Common and/or Preferred Stock in
one or more series with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions. Upon the effective date of this Certificate of
Amendment to the Articles of Incorporation, the issued and
outstanding shares of Common Stock of the Company shall be subject
to a 7.8680269-for-1 forward stock split.
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:
1,883,432 of 2,555,147 shares outstanding (73.7%).*
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4. Effective date of filing (optional): 20 calendar days
-----------------------------------------
(must not be later than 90 days after the
certificate is filed)
5. Officer Signature (required):
------------------------------------------------
Aurangzeb Bhatti
*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 submit the proper
fees may cause this filing to be rejected.
SUBMIT IN DUPLICATE
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. SEE ATTACHED FEE SCHEDULE.
NEVADA SECRETARY OF STATE AM 78.385 AMEND 2003
REVISED ON: 11/03/03
LA-62435v1
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