eh_pre14c-80109.htm
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
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[
X
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)
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Definitive
Information Statement
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ENCOMPASS
HOLDINGS, INC.
(Exact
name of
registrant as specified in its charter.)
Payment
of Filing Fee (Check the appropriate box.):
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[
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Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction
applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11:
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4)
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Proposed
maximum aggregate value of
transaction:
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[
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Fee
paid previously with preliminary materials.
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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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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration No.:
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ENCOMPASS
HOLDINGS, INC.
1005
Terminal Way, Suite 110
Reno,
Nevada 89502
Telephone
(775) 324-8531
Notice
of
Proposed Action by Written Consent
of
the
Holder of the
Majority
of the Voting Power to be taken on or about February 11, 2008.
To
the
Stockholders of Encompass Holdings, Inc.
Notice
is
hereby given that upon written consent by the holders of a majority of the
voting power of the Company, the Company intends to take certain action as
more
particularly described in this Information Statement. The action will be
effected on or after 20 days from the date this Information Statement is mailed
to stockholders which is expected to be on or about January 21,
2008.
Only
stockholders of record at the close of business on January 7, 2008 will be
given
Notice of the Action by Written Consent. The Company is not
soliciting proxies.
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By
Order of the Board of Directors |
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/s/
J. Scott Webber |
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President |
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WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
ENCOMPASS
HOLDINGS, INC.
1005
Terminal Way, Suite 110
Reno,
Nevada 89502
Telephone
(775) 324-8531
INFORMATION
STATEMENT
CONSENT
ACTION BY
STOCKHOLDERS WITHOUT A MEETING
This
Information Statement is furnished to all holders of the Common Stock and the
holders of the Preferred Stock of the Company in connection with proposed action
by the holder of the majority of the voting power of the Company to take the
following action:
The
action is proposed to occur on or about February 11, 2008. This
Information Statement is first being mailed to stockholders on or about January
21, 2008.
Only
stockholders of record at the close of business on January 7, 2008 are entitled
to notice of the action to be taken. There will be no vote on the
matters by the shareholders of the Company because the proposed action will
be
accomplished by the written consent of the holders of the majority voting power
of the Company as allowed by Section 78.320 of the Nevada Business Corporation
Act. No other votes are required or necessary. See the caption “Vote
Required for Approval,” below.
WE
ARE NOT ASKING YOU FOR A
PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
DISSENTER’S
RIGHTS OF
APPRAISAL
The
Nevada Business Corporation Act (“Nevada Law”) does not provide for
dissenter’s rights of appraisal in connection with the corporate action to be
taken.
VOTING
SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The
Board
of Directors has fixed the close of business on January 7, 2008 as the record
date for the determination of the common shareholders entitled to notice of
proposed action by written consent. At the record date, the Company had
outstanding 292,550,514 shares of Common Stock, par value $0.001 per share
and
200,000 shares of Preferred Stock, par value $0.001 per share. The shareholder
of who holds the majority voting power on the record date, has signed a consent
to the taking of the corporate action described. This consent will be
sufficient, without any further action, to provide the necessary stockholder
approval of the action.
CORPORATE
ACTION TO BE
TAKEN
AMENDMENTS
TO THE ARTICLES OF INCORPORATION
The
Company’s current authorized capital stock consists of 500,000,000 shares of
Common Stock, par value $0.001 per share, of which 292,550,514 shares
are issued and outstanding, and 200,000 shares of Preferred Stock, of which
100,000 are issued and outstanding as Series “A” Convertible Preferred Stock,
par value $0.001 per share and 100,000 are issued and outstanding as Series
“B”
Convertible Preferred Stock. Par value $0.001. Management believes that it
is in
the best interests of the Company and its shareholders that the authorized
Common Stock be increased to750,000,000 shares of Common Stock The increase
in
the authorized Common Stock and Preferred Stock will provide the Company with
needed stock to enable it to undertake financing transactions in which the
Company may employ the common stock, including transactions to raise working
capital through the sale of common stock. Since the Board of Directors believes
that the currently authorized number of shares may be not be sufficient to
meet
anticipated needs in the immediate future, the Board considers it desirable
that
the Company has the flexibility to issue an additional amount of Common Stock
without further stockholder action, unless otherwise required by law or other
regulations. The availability of these additional shares will enhance
the Company’s flexibility in connection with any possible acquisition or merger,
stock splits or dividends, financings and other corporate purposes and will
allow such shares to be issued without the expense and delay of a special
stockholders’ meeting, unless such action is required by applicable law or rules
of any stock exchange on which the Company’s securities may then be
listed.
In
certain circumstances, a proposal to increase the authorized capital stock
may
have an anti-takeover effect. The authorization of classes of preferred or
common stock with either specified voting rights or rights providing for the
approval of extraordinary corporate action may be used to create voting
impediments or to frustrate persons seeking to effect a merger or otherwise
gain
control of the Company by diluting the stock ownership
of
any persons seeking to obtain control of the Company. Management of the Company
might use the additional authorized capital stock to resist or frustrate a
third-party transaction which might provide an above-market premium that is
favored by a majority of the independent shareholders. Management of the Company
has no present plans to adopt any proposals or to enter into other arrangements
that may have material anti-takeover consequences. There are no
anti-takeover provisions in the Company’s Articles of Incorporation, Bylaws or
other governing documents.
The
second amendment to the Company’s Articles of Incorporation will allow the Board
of Directors to effect a decrease in the issued and outstanding
shares of any class without the need to have a corresponding decrease in the
authorized shares of the same class and thereby avoid the need for shareholder
approval of such action. The amendment will allow the Board of Directors of
the
Company, pursuant to NRS 78.2055 of the Nevada Business Corporation Act, to
undertake a reverse stock split of the Company’s shares issued and outstanding
of any class without the need to obtain prior approval from the shareholders
who
will be affected by the reverse stock split. When such action is taken, the
authorized shares of the affected class will not be correspondingly reduced.
By
undertaking a reverse stock split without a corresponding decrease in the
authorized shares, the Company will realize additional authorized shares which
can be issued in the future. A direct consequence to the Company’s shareholders
of this amendment will be that shareholders will not have the
opportunity to approve or disapprove any proposed decrease in the issued and
outstanding common stock.
DESCRIPTION
OF CAPITAL
STOCK AND VOTING RIGHTS
The
Company’s authorized capital consists of 500,000,000 shares of Common Stock, par
value $0.001 per share and 200,000 shares of Preferred Stock, par
value $0.001 As of January 7, 2008, there were 292, 550, 514 shares of Common
Stock outstanding and 200,000 shares of Preferred Stock, which are
issued and outstanding as Series “A” Convertible Preferred Stock and Series “B”
Convertible Preferred Stock. The holders of Common Stock and the
holders of the Preferred Stock are each entitled to vote as a single class
on
all matters to come before a vote of the stockholders of the
Company.
VOTE
REQUIRED FOR
APPROVAL
Section
78.380 of the Nevada Business Corporation Act provides an outline of
the scope of the amendments of the Articles of Incorporation allowed a Nevada
Corporation. This includes the amendment discussed in this
Information Statement. The procedure and requirements to effect an
amendment to the Articles of Incorporation of a Nevada corporation are set
forth
in Section 78.390 provides that proposed amendments must first be adopted by
the
Board of Directors and then submitted to stockholders for their consideration
at
an annual or special meeting and must be approved by shareholders holding at
least the majority voting power of the Company.
Section
78.320 of the Nevada Business Corporation Act provides that any action required
to be taken at a special or annual meeting of the stockholders of a Nevada
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders holding at least the majority of the voting
power of the Company as would be necessary to authorize or take the action
at a
meeting at which all shareholders entitled to vote were present and
voted.
The
person holding at least the majority voting power of the Company has
adopted, ratified and approved the amendment to the articles of incorporation
increasing the authorized capital stock as described in this Information
Statement. No further votes are required or necessary to effect the proposed
amendment or the other corporate actions to be taken.
The
securities that would have been entitled to vote if a meeting was required
to be
held to amend the Company’s Articles of Incorporation consist of 292,550,514
shares of the Company’s Common Stock and 200,000 shares of Preferred
Stock issued and outstanding as of January 7, 2008, the record
date for determining stockholders who would have been entitled to notice of
and
to vote on the proposed amendment to the Articles of Incorporation.
SECURITY
OWNERSHIP OF
EXECUTIVE OFFICERS, DIRECTORS
AND
FIVE PERCENT
STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of
the
Company’s Common Stock and Preferred Stock as of January 7, 2008, with respect
to: (i) each person known to the Company to be the beneficial owner of more
than
five percent of the Company’s Common Stock; (ii) all directors; and (iii)
directors and executive officers of the Company as a group. To the knowledge
of
the Company, each shareholder listed below possesses sole voting and investment
power with respect to the shares indicated.
| Title
of
Class |
Name
and
Address
of
Beneficial
Owner
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Amount
of
Ownership
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Percent
of
Class |
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| Common
Stock |
J.
Scott
Webber
6339
Carmel Dr.
Redding,
CA 96003
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1,189,783 |
* |
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| Common
Stock |
Larry
Cooper
6339 Carmel Dr.
Redding, CA 96003
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-0- |
0 |
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| Common
Stock |
Shirley
Harmon
1947
NW 102 Blvd.
Wildwood,
FL. 34785
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-0- |
0 |
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| Common
Stock |
Rotary
Engines, Inc.
(a)
6339
Carmel Dr.
Redding,
CA 96003
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204,850,779 |
70% |
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| Preferred
Stock |
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| Series
“A” |
NovaNet
Media, Inc.
370
Amapola Ave. Suite 202
Torrance,
CA 90501
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100,000 |
100% |
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| Preferred
Stock |
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| Series
“B” |
Arthur
N.
Robins
362
Gulf Breeze
Gulf
Breeze, FL 32561
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100,000 |
100% |
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| Common
Stock |
All
executive officers and
directors as a group ( 3 persons)
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1,189,783 |
* |
______________________________
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(a)
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J.
Scott Webber, Larry Cooper and Shirley Harmon are officers, directors
and
shareholders of Rotary Engines, Inc.
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INTEREST
OF CERTAIN PERSONS
IN
OR
OPPOSITION TO MATTERS TO
BE ACTED UPON
No
person
who has been a director or officer of the Company at any time since the
beginning of the last fiscal year, nominee for election as a director
of the Company, nor associates of the foregoing persons has any
substantial interest, direct or indirect, in proposed amendment to the Company’s
Articles of Incorporation which differs from that of other stockholders of
the
Company. No director of the Company opposes the proposed amendment of
the Company’s Articles of Incorporation or any of the other corporate actions to
be taken.
ADDITIONAL
INFORMATION
Additional
information concerning the Company, including its annual and quarterly reports
for the previous twelve months which have been filed with the
Securities and Exchange Commission may be accessed through the
Securities and Exchange Commission EDGAR archives at
www.sec.gov. Upon written request of any stockholder to the Company’s
President, J. Scott Webber, at 1005 Terminal Way, Suite 110, Reno,
Nevada 89502, a copy of the Company’s Annual Report on Form 10-KSB for the year
ended June 30, 2006, will be provided without charge.
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By
Order of the Board of Directors |
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Dated:
January 9, 2008
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/s/
J. Scott Webber |
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President |
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