INFORMATION
STATEMENT
TO
STOCKHOLDERS
OF
SKRM
Interactive, Inc.
14553
South 790 West
Bluffdale,
Utah 84065
WE
ARE NOT ASKING YOU FOR A PROXYAND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is delivered to notify stockholders of SKRM
Interactive, Inc., a Delaware corporation
(the
"Company"), that on March [___],
2008,
holders of more than a majority of the outstanding shares of common stock,
$0.001 par value (the "Common Stock"), of the Company (the "Majority
Stockholders"), acting by written consent in lieu of a meeting, approved
an
amendment (the “Amendment”) to the Certificate of Incorporation of the Company,
pursuant to which the Company's name will change to "Sector 10, Inc." (the
"Name
Change"). A copy of the Amendment is attached hereto as Appendix A.
This
is
not a notice of a meeting of the stockholders of the Company and no stockholders
meeting will be held to consider the matters described herein. This Information
Statement is being distributed to our stockholders under Section 228(e) of
the
Delaware General Corporation Law and Section 14(c) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). No further notice of the filing of
the Amendment or the effectiveness of the actions described herein will be
given
to stockholders of the Company.
This
Information Statement is first being mailed to the Company's stockholders
on or
about March [___],
2008.
Pursuant to Rule 14c-2 promulgated by the Securities and Exchange Commission
under the Exchange Act, the Amendment and the Name Change will not become
effective until at least 20 days following the date this Information Statement
is sent to our stockholders. References in this Information Statement to
“Company,” “we,” “us,” or “our” are references to SKRM Interactive,
Inc.
By
Order
of the Board of Directors
/s/
Pericles DeAvila
Pericles
DeAvila
Chief
Executive Officer and President
GENERAL
INFORMATION
This
Information Statement is being first mailed on or about March ___, 2008 to
stockholders of the Company (the “Stockholders”) to provide material information
regarding a corporate action that has been approved by a written consent
of
holders of more than a majority of the outstanding voting stock of the Company
dated effective March ____, 2008 (the “Written Consent”).
Only
one
Information Statement is being delivered to two or more Stockholders who
share
an address unless we have received contrary instruction from one or more
of such
Stockholders. We will promptly deliver, upon written or oral request, a separate
copy of the Information Statement to a Stockholder at a shared address to
which
a single copy of the document was delivered. If you would like to request
additional copies of the Information Statement, or if in the future you would
like to receive multiple copies of information statements or proxy statements,
or annual reports, or, if you are currently receiving multiple copies of
these
documents and would, in the future, like to receive only a single copy, please
so instruct us by either (i) writing to the corporate secretary at the Company’s
executive offices at the address specified above or (ii) telephone at (866)
922-9533.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER
AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION.
The
Company will bear the entire cost of preparing and delivering this Information
Statement. We 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.
The
board
of directors of the Company (the “Board of Directors”) has determined that our
Stockholders ARE NOT REQUIRED to return their stock certificates for re-issuance
by the Company’s transfer agent in the new name of the Company.
PURPOSE
OF THE AMENDMENT
On
September 12, 2007, the Company, Jeffrey Martin, Sector 10 Services-USA,
Inc.
(“Sector 10 Services”), Sector 10 Holdings, Inc. (“Sector 10 Holdings”) and the
Pericles DeAvila Institute for Humanitarian Studies (the “DeAvila Institute”)
entered into a Stock Exchange Agreement (the “Exchange Agreement”) setting forth
the terms and conditions upon which the Company and the other parties thereto
proposed to consummate a stock exchange transaction, pursuant to which Sector
10
Holdings and the DeAvila Institute would transfer to the Company approximately
75% of the issued and outstanding shares of common stock of Sector 10 Services
in exchange for (i) the Company’s issuance and delivery to Sector 10 Holdings
and the DeAvila Institute of 47,058,824 and 2,941,176 newly-issued shares
of the
Company’s Common Stock, respectively, and (ii) Mr. Martin’s transfer and
delivery to Sector 10 Holdings and the DeAvila Institute of 14,117,674 and
882,353 outstanding shares of Common Stock, respectively (collectively, the
“Sector 10 Transaction”). A summary of the terms of the Exchange Agreement and
related details were originally disclosed in a Current Report on Form 8-K
filed
with the Securities and Exchange Commission on October 11, 2007.
Sector
10
Services is engaged in the business of providing pre-deployed emergency life
response equipment in major metropolitan areas. Following the completion
of the
Sector 10 Transaction, the business of Sector 10 Services became the principal
business of the Company, which the Company has conducted through Sector 10
Services. The Board of Directors has determined that it is in the best interests
of the Company and the Stockholders to rename the Company so as to (i) avoid
confusion regarding the new and former businesses of the Company and (ii)
more
accurately reflect our intention to concentrate our efforts in the emergency
response business market. Accordingly, the Amendment will change the name
of the
Company to “Sector 10, Inc.”
APPROVAL
OF THE AMENDMENT
On
March
[___],
2008,
the Board of Directors unanimously adopted resolutions approving the Amendment
and recommended that the Stockholders approve the Amendment as set forth
in
Appendix A. The Board of Directors elected to seek Stockholder approval of
the
Amendment by the written consent of the holders of a majority of our outstanding
shares in order to reduce the costs and delay associated with holding a special
meeting of the Stockholders.
Under
the
Delaware General Corporation Law and the Company’s Bylaws, any action that can
be taken at an annual or special meeting of stockholders may be taken without
a
meeting, without prior notice and without a vote, if the holders of outstanding
stock having not less than the minimum number of votes that will be necessary
to
authorize or take such action at a meeting at which all shares entitled to
vote
thereon were present and voted consent to such action in writing. The approval
of the Amendment requires the affirmative vote or written consent of holders
of
a majority of the issued and outstanding shares of Common Stock. Each
Stockholder is entitled to one vote per share of Common Stock held of record
on
any matter which may properly come before the Stockholders.
On
March
[____],
2008
(the "Record Date"), the Company had 77,320,292 shares of Common Stock and
no
shares of preferred stock issued and outstanding. On
the
Record Date, Sector 10 Holdings, being the record holder of 61,176,498 shares
of
Common Stock, and the DeAvila Institute, being the record holder of 3,823,529
shares of Common Stock, approved the Amendment by executing the Written Consent.
The shares of Common Stock collectively owned by Sector 10 Holdings and the
DeAvila Institute constituted a majority of the issued and outstanding shares
of
Common Stock as of the Record Date.
Accordingly,
the Company has obtained all necessary corporate approvals in connection
with
the Amendment. The Company is not seeking written consent from any other
Stockholders, and Stockholders other than Sector 10 Holdings and the DeAvila
Institute will not be given an opportunity to vote with respect to the actions
described in this Information Statement. This Information Statement is furnished
solely for the purposes of advising Stockholders of the action taken by the
Written Consent and giving Stockholders notice of such actions taken as required
by the Exchange Act and Section 228(e) of the Delaware General Corporation
Law.
The
Company will, when permissible following the expiration of the 20-day period
mandated by Rule 14c-2 promulgated under the Exchange Act, file the Amendment
with Delaware Secretary of State’s Office. The Amendment will become effective
upon such filing and we anticipate that such filing will occur approximately
20
days after this Information Statement is first mailed to
Stockholders.
DISSENTERS'
RIGHTS OF APPRAISAL
Under
Delaware law, holders of the Common Stock are not entitled to dissenters’ rights
of appraisal with respect to the Amendment.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of
our
Common Stock as of the Record Date by (1) each person who is known by us
to
beneficially own more than five percent of the outstanding shares of our
Common
Stock, (2) each of our directors, (3) each of the executive officers of the
Company, and (4) all directors and executive officers of the Company as a
group.
To our knowledge and except as otherwise indicated, the persons named in
the
following table have sole voting and investment power with respect to all
shares
shown as beneficially owned by them, subject to community property laws where
applicable. Unless we indicate otherwise, each holder’s address is c/o SKRM
Interactive, Inc., 14553 South 790 West, Bluffdale, Utah 84065.
|
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of
Beneficial
Ownership
|
|
Percent
of
Class
(%)(1)
|
|
| |
|
|
|
|
|
|
Pericles
DeAvila, Chairman of the Board, President and
Chief
Executive Officer
14553
South 790 West
Bluffdale,
Utah 84065
|
|
|
65,000,027
|
|
|
84.07
|
%
|
| |
|
|
|
|
|
|
|
|
Sector
10 Holdings, Inc.
14553
South 790 West
Bluffdale,
Utah 84065
|
|
|
61,176,498
|
|
|
79.12
|
%
|
| |
|
|
|
|
|
|
|
|
Alan
Rouleau, Director
14553
South 790 West
Bluffdale,
Utah 84065
|
|
|
0
|
|
|
0
|
%
|
| |
|
|
|
|
|
|
|
|
All
directors and executive officers
as
a group (3 persons)
|
|
|
65,000,027
|
|
|
84.07
|
%
|
__________
* Less
than
one percent.
(1) Calculated
based on 77,320,292 shares of Common Stock outstanding on the Record Date
with
percentages rounded to the nearest one-tenth of one percent. Shares of Common
Stock subject to options that are presently exercisable or exercisable within
60
days are deemed to be beneficially owned by the person holding the option
for
the purpose of computing the percentage ownership of that person but not
treated
as outstanding for computing the percentage of any other person.
(2) Consists
of 61,176,498 shares of Common Stock owned by Sector 10 Holdings, Inc., which
may be deemed to be beneficially owned by Mr. DeAvila due to his positions
as
Chairman of the Board, President and Chief Executive Officer of Sector 10
Holdings, Inc. and 3,823,529 shares of Common Stock owned by the Pericles
DeAvila Institute for Humanitarian Studies, which may be deemed to be
beneficially owned by Mr. DeAvila due to his position as a trustee of the
Pericles DeAvila Institute for Humanitarian Studies.
CHANGE
IN CONTROL OF THE COMPANY
As
discussed above under the heading “Purpose of the Amendment,” on September 12,
2007, the Company entered into the Sector 10 Transaction, which resulted
in a
change in control of the issued and outstanding Common Stock of the Company.
Prior to the consummation of the Sector 10 Transaction, Jeffrey Martin was
the
record holder of approximately 78% of the issued and outstanding shares of
Common Stock and effectively controlled the Company. Upon the consummation
of
the Sector 10 Transaction, Sector 10 Holdings became the record holder of
approximately 79% of the issued and outstanding shares of Common Stock and,
thus, acquired majority control of the Company.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Exchange Act,
and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-KSB and 10-QSB with the
Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at 100 F Street, NW
Washington, D.C, 20459. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street,
NW
Washington, D.C 20549, at prescribed rates. The Commission maintains a web
site
on the Internet (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System.
IF
YOU
HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT:
PERICLES DEAVILA, OUR CHIEF EXECUTIVE OFFICER, AT 14553 SOUTH 790 WEST,
BLUFFDALE, UTAH 84065, (866) 922-9533. .
Appendix
A
CERTIFICATE
of AMENDMENT of
CERTIFICATE
of INCORPORATION of
SKRM
Interactive, Inc.
Pursuant
to § 242 of the General Corporation Law of the State of Delaware
The
undersigned, pursuant to the provisions of the General Corporation Law of
the
State of Delaware, do hereby certify and set forth as follows:
FIRST:
That at a meeting of the Board of Directors of SKRM
Interactive, Inc.
(the
"Corporation"), the following resolutions were duly adopted setting forth
a
proposed amendment of the Certificate of Incorporation of said
corporation,
declaring said amendment to be advisable:
RESOLVED,
that the Board of Directors hereby declares it advisable and in the best
interests of the Company that Article FIRST of the Certificate of Incorporation
be amended to read as follows:
"FIRST:
The name of the Corporation shall be SECTOR 10 SERVICES, INC."
SECOND:
That the said amendment has been consented to and authorized by the holders
of a
majority of the issued and outstanding stock entitled to vote by written
consent
in accordance with the provisions of Section 228 of the General Corporation
Law
of the State of Delaware.
THIRD:
That the aforesaid amendment was duly adopted with the applicable provisions
of
Sections 242 and 228 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, said corporation has caused this Certificate to be signed
by
Pericles DeAvila, this 29th day of February, 2008.
|
/s/
Pericles DeAvila
|
|
Pericles
DeAvila
|
|
President
and Chief Executive Officer
|