PRE 14C 1 katg_pre14c.htm PRELIMINARY INFORMATION STATEMENT PRE 14C

UNITED STATES

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



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Preliminary Information Statement

[   ]

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

[   ]

Definitive Information Statement



OBICOM, INC.

(Name of Registrant as Specified In Its Charter)


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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: Common Stock: Par Value $0.001

 

(2)

Aggregate number of securities to which transaction applies: Not Applicable.

 

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Not Applicable.

 

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Fee paid previously with preliminary materials. Not Applicable.

 

 

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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.

 

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OBICOM, INC.


1149 Topsail Road

Mount Pearl, Newfoundland Canada A1N 5G2

(709) 728-8070



INFORMATION STATEMENT

Pursuant To Section 14(c) of the Securities Exchange Act of 1934


NO VOTE OR ACTION OF THE COMPANY’S STOCKHOLDERS

IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.


WE ARE NOT ASKING YOU FOR A

PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.








































Dear Stockholders:


We are writing to advise you that OBICOM, INC., a Nevada corporation, (the “Company”, “we”, “our”, “us” or words of similar inport) has obtained the written consent of the shareholders of the Company owning at least a majority of the outstanding shares entitled to vote on the matter set forth in this Information Statement as of the Record Date (the “Majority Shareholders”) to the following corporate actions:


1.

Change the Company’s name to Kat Gold Holding Corp.;


The foregoing actions were approved on May 7, 2014 by our Board of Directors. In addition, on May 7, 2014 (the “Record Date”) the holders of 55.6% of the Company’s outstanding voting securities approved the foregoing actions. The number of shares voting for the proposals were sufficient for approval.


Section 78.320 of the Nevada Revised Statutes (the “NRS”) provides in part that 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, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.


In order to eliminate the costs and management time involved in obtaining proxies and in order to effect the above actions as early as possible in order to accomplish the purposes of the Company as herein described, the Board consented to the utilization of, and did in fact obtain, the written consent of the Consenting Stockholders who collectively own shares representing a majority of our Common Stock.


The proposed corporate actions will become effective on filing a Certificate of Amendment to our Cerificate of Incorporation. Copies are attached hereto as Exhibit A, the Certificate of Amendment to our Articles of Incorporation will become effective when they are filed with the Nevada Secretary of State. We anticipate that such filing will occur twenty (20) days after this Information Statement is first mailed to our shareholders.


The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.


WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.


No action is required by you. The accompanying Information Statement is furnished only to inform our stockholders of the actions described above before they take place in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. This Information Statement is first mailed to you on or about May 20, 2014.


If you have any questions on the enclosed Information Statement you may contact us directly. We thank you for your continued interest in our Company.


 

For the Board of Directors of

OBICOM, INC.

 

 

 

 

 

May 8, 2014

By

/s/ Kenneth Stead

 

 

 

Kenneth Stead, CEO/Director

 





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GENERAL


This Information Statement is being furnished to the stockholders of OBICOM, INC. as of May 8, 2014 (the “Record Date”) in connection with the written consent of the holders of a majority of our issued and outstanding voting securities.


FORWARD LOOKING STATEMENTS


This Information Statement contains forward-looking statements about the Company’s business containing the words “believes’, “anticipates”, “expects” and words of similar import. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or performance to be materially different from the results or performance anticipated or implied by such forward-looking statements. Given these uncertainties, stockholders are cautioned not to place undue reliance on forward-looking statements. Except as specified in SEC regulations, the Company has no duty to publicly release information that updates the forward-looking statements contained in this Information Statement. An investment in the Company involves numerous risks and uncertainties, including those described elsewhere in this Information Statement. Additional risks will be disclosed from time-to-time in future SEC filings.


SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth information with respect to the beneficial ownership of shares of our common stock  and Series A Preferred Shares as of the Record Date owned by our officers,  directors and each person known by us to beneficially own 5% or more of the outstanding voting  shares of such class of stock, based on filings with the Securities and Exchange Commission and certain other information, each of our “named executive officers” and directors, and all of our executive officers and directors as a group.

Except as otherwise indicated in the notes to the following table, we believe that all shares are beneficially owned, and investment and voting power is held by the persons named as owners.


Name

No of Shares of

Common Stock

Percent of

Common Stock

Owned (1)

No of Shares

Series A

Preferred (2)

Percent Series A

Preferred

Total Percent

Voting Shares

 

 

 

 

 

 

Kenneth Stead

Officer/Director

166,159,603

31.6%

1,500,000

70.7%

35.2%

 

 

 

 

 

 

Timothy Stead

Officer/Director

102,303,016

19.5%

620,000

29.3%

20.4%

 

 

 

 

 

 

All Officers

And Directors

Two Members


268,462,619


51.1%


2,120,000


100%


55.6%


(1) Based on 524,881,342 shares of common stock issued and outstanding as of the Record Date.


(2) Each Series A Preferred Share entitles the holder thereof to 25 votes on any matters brought to a vote of the Holders of our common stock.






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ACTIONS TO BE TAKEN


1.

Approve a name change to Kat Gold Holdings Corp.


Background:


The members of the Board of Directors and stockholders owning approximately 55.6% of the outstanding voting securities (the “Majority Shareholders”) have executed a written consent approving the corporate action. The Majority Shareholders held of record on the Record Date 268,462,619 shares of our common stock and 2,120,000 shares of our Series A Preferred Shares. Each Series A Preferred share entitles the holder thereof to 25 votes on any matters brought to a vote of the holders of the Company’s common stock. As a result, holders of approximately 55.6% of our outstanding voting securities approved the foregoing action. There was no other class of securities entitled to vote on these matters. Dissenting stockholders do not have any statutory appraisal rights as a result of the actions taken. The Board does not intend to solicit any proxies or consents from any other stockholders in connection with these actions. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely to advise stockholders of the actions taken by written consent.


Section 78.320 of the Nevada Revised Statutes (“NRS”) provides that 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, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In order to eliminate the costs and management time involved in obtaining proxies and in order to effect the above actions as early as possible in order to accomplish the purposes of the Company as herein described, the Board consented to the utilization of, and did in fact obtain, the written consent of the Majority Shareholders who collectively own shares representing a majority of our Common Stock.


ACTION 1

NAME CHANGE


The Company was unsuccessful in completing a new business direction and therefore will resume efforts to identify reserves and implement a drilling program when it deems feasible.


Therefore, the Company will be reverting to the previous name of Kat Gold Holding Corp.


Following the filing of a Certificate of Amendment to the Company’s Certificate of Incorporationm with the Nevada Secretary of State, we intend to submit a request to the Financial Industry Regulatory Authority (“FINRA”) and request a symbol change under which the Company’s common stock will trade.  Further, we expect that our common stock will continue to be quoted on the OTCQB or other applicable tiers of the OTC markets.  


STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS


The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy and information statements with respect to two or more stockholders sharing the same address by delivering a single proxy or information statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household proxy and information materials, delivering a single proxy or information statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they are or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy or information statement, or if you currently receive multiple proxy or information statements and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to OBICOM, INC., 1149 Topsail Road, Mount Pearl, Newfoundland Canada A1N 5G2




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WHERE YOU CAN FIND MORE INFORMATION


This Information Statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares, to whom this Information Statement is delivered upon oral or written request, without charge. Requests for such documents should be directed to Kenneth Stead at our corporate heqdquarters.  


We file annual and special reports and other information with the SEC. Certain of our SEC filings is available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:


Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549


You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.






































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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

OBICOM, INC.

 

 

 

 

 

Date: May 8, 2014

By:

/s/ Kenneth Stead

 

 

 

Kenneth Stead, President

 











































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