SCHEDULE 14 C
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ X ] Preliminary information statement
[ ] Definitive information statement
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
CERISTAR, INC.
(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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: Not
Applicable.
(2) Aggregate number of securities to which transaction applies: Not
Applicable.
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): Not Applicable.
(4) Proposed maximum aggregate value of transaction: Not Applicable.
(5) Total fee paid: Not Applicable.
[ ] 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 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.
(1) Amount Previously Paid: Not Applicable.
(2) Form, Schedule or Registration Statement No. : Not Applicable.
(3) Filing Party: Not Applicable. (4) Date Filed: Not Applicable.
CERISTAR, INC.
50 West Broadway, Suite 1100
Salt Lake City, Utah 84101
(801) 350-2017
August 23, 2004
Dear Stockholder:
This Information Statement is being provided to inform you that the
Board of Directors and the holders of a majority of the outstanding shares of
common stock of CeriStar, Inc., a Delaware corporation (the "Company"), has
delivered to the Company written consent to the following action:
To amend the Certificate of Incorporation of the Company to
increase the number of authorized shares of common stock to 100,000,000
and increase the number of authorized shares of preferred stock to
5,000,000 shares.
The actions will become effective twenty (20) days from the date
hereof.
This Information Statement is being provided to you for information
purposes only. Your vote is not required to approve the action. This Information
Statement does not relate to an annual meeting or special meeting in lieu of an
annual meeting. You are not being asked to send a proxy and you are requested
not to send one.
Very truly yours,
/s/Paul D. Hamm
---------------------------------
Paul D. Hamm, President
INFORMATION STATEMENT
OF
CERISTAR, INC.
NOTICE TO STOCKHOLDERS PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement is being furnished to the holders of common
stock, par value $.001 per share (the "Company Common Stock"), of CeriStar,
Inc., a Delaware corporation (the "Company") to inform you that the Board of
Directors of the Company and the holders of a majority of the outstanding
Company Common Stock have authorized, by written consent dated August 19, 2004,
the board of directors of the Company to amend the Certificate of Incorporation
of the Company to increase the number of authorized shares of common stock to
100,000,000 and increase the number of authorized shares of preferred stock to
5,000,000 shares.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
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AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Pursuant to the resolution of the holders of a majority of the
outstanding common stock and the Board of Directors, the Company will amend
their Certificate of Incorporation to increase the number of authorized shares
of common stock to 100,000,000 and increase the number of authorized shares of
preferred stock to 5,000,000 shares. The amendment will become effective upon
the proper filing of Certificate of Amendment to the Certificate of
Incorporation.
The decision to increase the authorized stock of the Company was based
on the desire of management to have additional shares of common stock and
preferred stock available for issuance.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2003 MAY BE OBTAINED BY WRITTEN REQUEST FROM MR. PAUL D.
HAMM, PRESIDENT, CERISTAR, INC., 50 WEST BROADWAY, SUITE 1100, SALT LAKE CITY,
UTAH 84101.