SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a party other than the Registrant [ ]
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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
FONECASH, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
1
FONECASH, INC.
INFORMATION STATEMENT
THIS IS AN INFORMATION STATEMENT, AND NOT A PROXY STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND IN A PROXY
To All Stockholders of FONECASH, INC.
Please be advised that the Board of Directors and the shareholders holding a
majority of the shares eligible to vote of FONECASH, INC., a Delaware
corporation (the "Company"), dated January 16, 2002, each voted to amend the
Certificate of Incorporation of the Company to change authorized number of
shares from 20,000,000 million shares of Common Stock, par value $0.0001 and
5,000,000 shares of preferred stock, par value $0.0001, to 500,000,000 million
shares of Common Stock, par value $0.0001 and 10,000,000 shares of preferred
stock, par value $0.001, for a total of 510,000,000 shares authorized (the
"Authorization Change").
The Authorization Change is more fully described in the accompanying Information
Statement and the exhibits thereto, which form a part of this Notice.
Thank you for your support of our company.
Sincerely,
Daniel E. Charboneau
Chairman and President
New York, New York
2
FONECASH, INC.
90 Park Avenue, Suite 1700
New York, New York 10016
(212) 984-0641
INFORMATION STATEMENT
GENERAL
This Information Statement is furnished in connection by the Board of
Directors of FONECASH, INC. (the "Company"), in connection with the stockholder
approval of certain amendments to the Certificate of Incorporation and other
actions taken.
The Company's Board of Directors approved the resolution on January 16,
2002, and a Written Consent of Shareholders was executed dated as of January 16,
2002.
As a result of these actions, the Company will, effective upon the filing
of a Certificate of Amendment with the Secretary of State of Delaware, change
its authorized capital.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record Date
concerning the beneficial ownership of the Common Stock, (i) by each stockholder
who is known by the Company to own beneficially in excess of 5% of the
outstanding Common Stock; (ii) by each director; (iii) by each executive
officer; and (iv) by all executive officers and directors as a group. Except as
otherwise indicated, all persons listed below have (i) sole voting power and
investment power with respect to their shares of Common Stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.
Name & Address of Amount Shares % of Class
Beneficial Owner Beneficially Owned Owned
----------------------- ---------------------- ---------------
Daniel E. Charboneau 4,111,387 29.0%
215 Central Park Ave.
Hartsdale, NY 10530
John Jiann-Shong Wu 2,000,000 14.0%
21 Street, 6 Fl,
No. 211
Chung-Cheng 4 Road
Kaoshiung, Taiwan
Total Shares of Officers
and Directors as a Group (2 persons) 6,046,387 43.0%
3
APPROVAL OF AUTHORIZATION CHANGE
The Board of Directors and the shareholders holding a majority of the shares
eligible to vote of FONECASH, INC., a Delaware corporation (the "Company"),
dated January 16, 2002, each voted to amend the Certificate of Incorporation of
the Company to change authorized number of shares from 20,000,000 million shares
of Common Stock, par value $0.0001 and 5,000,000 shares of preferred stock, par
value $0.0001, to 500,000,000 million shares of Common Stock, par value $0.0001
and 10,000,000 shares of preferred stock, par value $0.001, for a total of
510,000,000 shares authorized by means of an amendment to the Company's
Certificate of Incorporation. The Board of Directors has adopted resolutions
approving the Authorization Change and recommending that the Authorization
Change be submitted to the Stockholders for their approval at the Special
Meeting. The proposed amendment to the Certificate of Incorporation has been
approved by the requisite number of shares of Common Stock entitled to vote on a
Written Consent in Lieu of Shareholder's Meeting, the Authorization Change and
the amendment to the Company's Certificate of Incorporation will become
effective upon the filing of a Certificate of Amendment of Certificate of
Incorporation with the Secretary of State of Delaware.
Holders of shares of the Company's Common Stock do not and will not have
preemptive rights pursuant to the Company's Certificate of Incorporation. The
increase in the authorized number of shares of Common Stock is intended to
provide sufficient shares of Common Stock to be issued for future financing.
The Board of Directors determined that it was in the best interests of the
Company to make this change at this time, due to the fact that the Company has
issued almost the entire authorized amount of shares, or has commitments to
raise capital by the issuance of additional shares that will result in
additional shares being issued over the amount set forth in the Certificate of
Incorporation. Accordingly, the Board of Directors decided that Article "FOURTH"
of the Company's Certificate of Incorporation would be amended to change the
Company's authorized capital to 500,000,000 million shares of Common Stock and
10,000,000 shares of preferred stock. No other change to any of the rights and
preferences of the Common Stock or Preferred is being made.
Additional authorized shares may be issued on such terms and at such times
as the Board of Directors may determine without further action by the
shareholders, unless otherwise required by the applicable laws or regulations.
Except in certain cases such as a stock dividend or stock split, the issuance of
additional shares will have the effect of diluting the voting power of existing
shareholders and therefore may have an anti-takeover effect.
By Order of the Board of Directors
/s/Judy S. Park
--------------------------
Judy S. Park
Corporate Secretary
4
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FoneCash, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation held
on December 27, 2001, resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said Corporation, declaring
said amendment to be advisable and calling a special meting of the stockholders
of said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the certificate of incorporation of this Corporation be amended
by changing Article FOURTH thereof so that, as amended, said Article shall be
and read as follows:
"Fourth: The total number of shares of stock which the
Corporation shall have authority to issue is 510,000,000. Of such
shares, five hundred million (500,000,000) are to be Common Stock
with a par value of $0.0001 per share and ten million
(10,000,000) are to be Preferred Stock, with a par value of
$0.0001 per share."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Stockholders owning a majority of the outstanding shares of the Common Stock
of said Corporation was duly executed, approving the above amendment and notice
of said action by written consent, was furnished to all stockholders of the
Corporation pursuant to Section 228 of the General Corporation Law of the State
of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS THEREOF, said FoneCash, Inc., has caused this certificate to be
signed by Daniel E. Charboneau, its President and Judy S. Park, its Secretary,
this 16th.day of January, 2002
By:____________________________
President
Attest:__________________________
Secretary
5