SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
TWO MOONS KACHINAS CORP.
(Name of Registrant as Specified in its Charter)
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Contact Persons: Bradley C. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
TWO MOONS KACHINAS CORP.
9005 Cobble Canyon Lane
Sandy, Utah 84093
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our stockholders
(Two Moons Kachinas Corp., a Nevada corporation [the "Company," "Two Moons,"
"we", "our" or "us" or words or similar import]) regarding two amendments to
our Articles of Incorporation that will increase our authorized shares by
adding a class of preferred stock; and allow our Board of Directors to change
our name without stockholder approval.
These amendments were unanimously adopted by our Board of Directors
and certain persons who own in excess of a majority of our outstanding voting
securities (the "Majority Stockholders") in accordance with the Nevada Revised
Statutes. The Majority Stockholders own 340,000 shares or approximately 51.5%
of our outstanding voting securities. No other votes were required or
necessary to adopt these amendments, and none are being solicited hereunder.
See the captions "Voting Securities and Principal Holders Thereof" and
"Amendments to the Articles of Incorporation and Vote Required for Approval,"
herein.
The amendments to our Articles of Incorporation are as follows.
Increase in authorized shares.
------------------------------
Our Board of Directors and the Majority Stockholders have voted by
written consent to amend Article IV of our Articles of Incorporation to say:
Article IV - Stock
The Corporation shall have the authority to issue 55,000,000 shares
divided into two classes, 50,000,000 shares of common stock of a par value of
($0.001) per share and 5,000,000 shares of preferred stock of a par value of
one cent ($0.001) per share, with the preferred stock having such rights and
preferences as the Board of Directors shall determine. Fully paid stock of
the Corporation shall not be liable for further call or assessment. The
authorized shares shall be issued at the discretion of the Board of Directors
of the Corporation.
The outstanding securities of this Corporation may be forward or
reverse split by resolution of the Board of Directors and without stockholder
approval.
The new Article IV increases the authorized capital of our Company
from 50,000,000 shares of $0.001 par value common stock to $55,000,000 shares,
divided into two classes, 50,000,000 shares of common stock of a par value of
($0.001) per share, and 5,000,000 shares of preferred stock of a par value of
one cent ($0.001) per share, with the preferred stock having such rights and
preferences as the Board of Directors shall determine. No other changes were
made in this Article IV.
Authorization to Change Name.
-----------------------------
Our Board of Directors and the Majority Stockholders have also
voted to add the following new Article X to our Articles of Incorporation:
Article X - Board of Director Authorization to Change Corporate Name
The Board of Directors shall have the right to change the name of
the corporation without shareholder approval to a name that reflects the
industry or business in which the corporation's business operations are
conducted or to a name that will promote or conform to any principal product,
technology or other asset of the corporation that the Board of Directors, in
its sole discretion, deems appropriate.
The Company does not have any present name change in mind, but we
have recently commenced selling Indian jewelry and other related products, in
addition to Kachinas. It is believed that such a provision in our Articles of
Incorporation will save additional time and expense in the future, if the name
change would better serve us.
APPROXIMATE DATE OF MAILING: January 26, 2004.
These amendments will become effective on the later of the opening
of business on February 16, 2004, or a date that is at least 21 days from the
mailing of this Information Statement to our stockholders.
These amendments are the only matters covered by this Information
Statement.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendments to our
Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments to our Articles of Incorporation which
is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
------------------
The securities that would have been entitled to vote if a meeting
was required to have been held regarding these amendments to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on January 14, 2004, the record date for
determining our stockholders who would have been entitled to notice of and to
vote on the amendments to our Articles of Incorporation, was 660,300.
Security Ownership of Principal Holders and Management.
-------------------------------------------------------
The following table sets forth certain information as of January 14,
2004, regarding current beneficial ownership of the shares of our common stock
by (i) each person known by us to own more than 5% of the outstanding shares
of our common stock, (ii) each of our executive officers and directors, and
(iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares shown. The information presented is based upon
660,300 outstanding shares of our common stock.
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
---------------- ---- -------------------------------
David C. Merrell (1) President/ 250,000 - 37.86%
Secretary/
Treasurer
and Director
R. Kip Paul (1),(2) Stockholder 50,000 - 7.57%
Daniel L. Ross (1) Stockholder 40,000 - 6.06%
Leonard W. Burningham (3) Stockholder 41,400 - 6.27%
Helen W. Paul (2) Stockholder 50,000 - 7.57%
Mark H. Paul (2) Stockholder 50,000 - 7.57%
Robert P. Paul (2) Stockholder 50,000 - 7.57%
Terri J. Paul (2) Stockholder 50,000 - 7.57%
All executive officers and directors 250,000 - 37.86%
of the Company as a group (one person)
(1) These stockholders have consented to the amendments to our Articles
of Incorporation, and they constitute the "Majority Stockholders" referenced
herein in that respect.
(2) R. Kip Paul is a former Secretary, Treasurer and Director of our
Company. Terri J. Paul is Mr. Paul's wife, and they reside together; Robert
P. Paul is Mr. Paul's father; Helen W. Paul is his mother; and Mark H. Paul is
his brother. Mr. Paul's father, mother and brother all maintain residences
separate from that of Mr. Paul.
(3) Mr. Burningham is one of the attorneys for our Company, and
participated in the preparation of this Information Statement.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Nevada Law.
---------
The above two amendments to our existing Articles of Incorporation
were unanimously adopted by the sole member of our Board of Directors, David
C. Merrell, and the additional persons who own in excess of a majority of our
outstanding voting securities and who are collectively designated herein as
the Majority Stockholders, pursuant to NRS 78.385 which says that every
amendment to the Articles of Incorporation of a corporation shall first be
adopted by resolution of the Board of Directors and then be subject to the
approval of persons owning a majority of the securities entitled to vote on
any such amendment. Sections 78.315 and 78.320 of the Nevada Revised Statutes
respectively provide that the Board of Directors, by unanimous written
consent, and persons owning the required majority of voting securities
necessary to adopt any action that would otherwise be required to be submitted
to a meeting of stockholders, may adopt such action without a formal
shareholder meeting by written consent.
Our sole director and executive officer and others comprising the
Majority Stockholders who have voted, in writing, to approve the resolutions
to amend our Articles of Incorporation to effect the various amendments
outlined above collectively own approximately 51.5% of our outstanding voting
securities; accordingly, this percentage being a majority, no additional votes
are required or necessary to adopt these amendments to our Articles of
Incorporation, and none are being solicited hereunder. See the caption
"Voting Securities and Principal Holders Thereof" herein.
Effective Date of Amendment.
----------------------------
The effective date of these amendments will be on the later of the
opening of business on February 16, 2004, or 21 days from the mailing of this
Information Statement to our stockholders.
NOTICE
THE MAJORITY STOCKHOLDERS OF OUR COMPANY THAT HAVE CONSENTED TO THE ADOPTION
OF THESE AMENDMENTS TO OUR ARTICLES OF INCORPORATION OWN IN EXCESS OF THE
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THESE AMENDMENTS
UNDER UTAH LAW, AND HAVE DONE SO. NO FURTHER CONSENTS, VOTES OR
PROXIES ARE NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
January 26, 2004 David C. Merrell