UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
CYBERADS, INC.
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(Exact name of registrant as specified in its charter.)
NEVADA
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(State or other jurisdiction of incorporation or organization.)
23245W 20 5 65-1000634
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(CUSIP Number) (IRS Employer Identification Number)
370 Amapola Ave. Suite 202, Torrance, CA 90501
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(Address of principal executive offices.)
(888) 288-7466
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(Registrant's telephone number, including area code.)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[X] Definitive Information Statement
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and
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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
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4) Proposed maximum aggregate value of transaction: 5)
Total fee paid: $ -0-
[ ] 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
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1) Amount Previously Paid:
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CYBERADS, INC.
370 Amapola Ave. Suite 202
Torrance, CA 90501
Notice of Proposed Action by Written Consent
of the Holder of the
Majority of the Voting Power to be taken on or about
August 30, 2006.
To the Stockholders of CYBERADS, INC.
Notice is hereby given that upon written consent by the holder 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 August 10, 2006.
Only stockholders of record at the close of business on August 7, 2006 will be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Jeff Criswell
President
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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CYBERADS, INC.
370 Amapola Ave, Suite 202
Torrance, CA 90501
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:
o Amend the Articles of Incorporation to change the name of the
Company to Rhino Outdoor International, Inc.
The action is proposed to occur on or about August 30, 2006. This Information
Statement is first being mailed to stockholders on or about August 10, 2006.
Only stockholders of record at the close of business on August 7, 2006 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. The holder of all of the Series "B" Preferred Stock, which constitutes the
majority voting power of the Company, has adopted, ratified and approved
resolutions to effect the action described. 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 August 7, 2006 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 219,346,899 shares of common stock, par value $0.001 per share and
5,000,000 shares of Preferred Stock, of which 1,000,000 shares are Series "A"
Preferred Stock , par value $0.001; 1,000,000 shares are Series "B" Preferred
Stock, par value $0.001; and 1,650,000 shares are Series "C" Preferred Stock (
collectively, "Preferred Stock"). The holder of the Company's Series "B"
Preferred Stock, 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.
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CORPORATE ACTION TO BE TAKEN
AMENDMENT TO THE ARTICLES OF INCORPORATION
The amendment to the Articles of Incorporation will consist solely of changing
the Company's name to Rhino Outdoor International, Inc. The change of name is
occasioned by the reorganization of the Company's after its recent acquisition
of Rhino Offroad Industries, Inc., as a wholly-owned subsidiary, and its efforts
to acquire addition businesses in the offroad recreational vehicle market. The
proposed Certificate of Amendment is attached here to as Exhibit A.
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 5,000,000 shares of Preferred Stock, par value
$0.001 As of August 7, 2006, there were 219,346,899 shares of Common Stock
outstanding and 3,650,000 shares of preferred stock,1,000,000 of which are
issued and outstanding as Series "A" Preferred Stock; 1,000,000 which are issued
and outstanding as Series "B" Preferred Stock; and 1,650,000 which are issued
and outstanding as Series "C" Preferred Stock. The holders of Common Stock and
the holders of the Series "B" 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. The holder of the Series "B" Preferred Stock holds the majority voting
power of the Company and therefore will be able to approve the amendment to the
Articles of Incorporation.
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 the majority voting power of the Company have adopted,
ratified and approved the amendment to the articles of incorporation 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
219,346,899 shares of the Company's common stock, 1,000,000 shares of Series "A"
Preferred Stock; 1,000,000 shares of Series "B" Preferred Stock; and 1,650,000
shares of Series "C" Preferred Stock issued and outstanding as of August 7,
2006, 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.
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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 August 7, 2006, 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 NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------------ --------------------------------------- ----------------------------------- ------------
Common Stock Walter Tatum 55,450,000 25.3%
370 Amapola Ave. Suite 202
Torrance, CA 90501
Series "B" Preferred 1,000,000 100%
Stock
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Common Stock Jeff Criswell 5,000,000 2.2%
370 Amapola Ave., Suite 202
Amapola Ave., Suite 202
Torrance, CA 90501
Common Stock August A. DeAngelo II 500,000 Less than
19162 Mesa Drive 1%
Villa Park, CA 92861
Common Stock Victoria Tatum (a) 12,000,000 (a) 5.5%
70806 Halper Lake Dr.
Rancho Mirage, CA 92270
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Common Stock All Executive Officers and Directors 60,950,000 27.8%
as a Group ( 3 persons)
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(a) Victoria Tatum is the wife of Walter Tatum. Mr. Tatum should be
considered the beneficial owner of his wife's shares.
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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.
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, Jeff Criswell, at 370 Amapola Ave. Suite
202, Torrance, CA 90501, a copy of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2005, will be provided without charge.
Dated: August 10, 2006.
By Order of the Board of Directors
/s/ Jeff Criswell
President
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EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT
CORPORATION (PURSUANT TO NRS 78.385 AND 78.390- AFTER ISSUANCE OF STOCK)
1. NAME OF CORPORATION: CYBERADS, INC.
2. THE ARTICLES HAVE BEEN AMENDED AS FOLLOWS (PROVIDE ARTICLES NUMBER, IF
AVAILABLE):
Article 1: The name of the corporation is RHINO OUTDOOR
INTERNATIONAL, INC.
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 A MAY BE REQUIRED BY THE PROVISIONS OF THE
ARTICLES OF INCORPORATION: consent action by majority voting control.
4. EFFECTIVE DATE OF FILING: August 30, 2006
5. OFFICER SIGNATURE: Jeff Criswell, President
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