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Cyberfast Systems Inc – ‘SC 14F1’ on 11/30/01 re: Id Four Ltd

On: Friday, 11/30/01 · Accession #: 1021408-1-510940 · File #: 5-34576

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/30/01  Cyberfast Systems Inc             SC 14F1                1:30K  Id Four Ltd                       Donnelley R… Fin’l/NY/FA

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors         13     58K 

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Cyberfast Systems, Inc  
7825 Fay Avenue, Suite 200  
La Jolla, California 92037  

Schedule 14f-1  

Pursuant to 
Section 14(f) of the  
Securities Exchange Act of 1934 and 
Rule 14(f)-1 thereunder 

    This Schedule is being mailed on or about November 30, 2001 to the holders
of record at the close of business on November 7, 2001 (the "Record Date") of   
Cyberfast Systems, Inc. (the "Company") Class A Common Stock, $0.01 par value   
per share, and Class B Common Stock, $0.01 par value per share (collectively,   
the "Common Stock").                                                            

You are receiving this Schedule in the connection with a significant  
acquisition of the Company's Class A Common Stock and Series A Convertible      
Preferred Stock by iD Four, Ltd., a Nevada corporation ("iD Four").  The        
Company, Edward and Itir Stackpole (the former controlling shareholders of the  
Company) and iD Four entered into a binding letter of intent dated October 26,  
2001 (the "LOI") to enter into a stock purchase agreement (the "Purchase        
Agreement") whereby iD Four will agree to purchase from the Company, and the    
Company will agree to sell to iD Four, a total of 35,000,000 shares of Class A  
Common Stock and 5,000,000 shares of Series A Convertible Preferred Stock.  The 
acquisition will give iD Four approximately 80% voting control of the Company.  
In connection with the LOI, the Board of Directors of the Company appointed     
Roger Pawson, an appointee of iD Four, to fill a vacancy on the Company's Board 
of Directors.  On November 9, 2001, Edward and Itir Stackpole resigned as       
Directors and officers of the Company, leaving Bert Perez and Roger Pawson as   
the two Directors of the Company.  As part of the Purchase Agreement, Bert Perez
submitted a resignation as Director and officer of the Company effective no     
sooner than ten days after the filing and mailing of this Schedule 14f-1.  In   
addition, no sooner than ten days after the filing and mailing of this Schedule 
14f-1, the Board of Directors will appoint Wayne Steck and Christine Kincaid as 
Directors of the Company.                                                       

   Section 14(f) of the Securities Exchange Act of 1934 (the "Act") and Rule
14f-1 promulgated thereunder require the information contained herein to be     
filed with the Securities Exchange Commission (the "SEC") and transmitted to the
Company's shareholders not less than ten days prior to a change in the majority 
of directors of the Company.                                                    

YOU ARE URGED TO READ THIS INFORMATION CAREFULLY.  YOU ARE NOT, HOWEVER,  
REQUIRED TO TAKE ANY ACTION.  

SC 14F1 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
Voting Securities of the Company                                                
--------------------------------                                                

    On the Record Date, 3,592,217 shares of Class A Common Stock and 4,477,600
shares of Class B Common Stock were outstanding.  Holders of Class A Common     
Stock are entitled to one vote per share and holders of Class B Common Stock are
entitled to ten votes per share.                                                

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND   
MANAGEMENT  

   The first table below provides certain information (consisting of Class A
and Class B Common Stock) as of November 7, 2001 concerning the beneficial      
ownership of the Company's voting stock held by each director and named         
executive officer; each person known by the Company to be the beneficial owner  
of at least five percent of the Company's voting stock; and all named executive 
officers and Directors as a group.  The information is provided on a combined   
basis for Class A and Class B Common Stock to reflect share ownership and voting
power for the combined classes.                                                 

    The second table below provides the same information immediately following
the closing of the Purchase Agreement (the "Closing").                          

BENEFICIAL OWNERSHIP PRE-CLOSING  

                                                        [Enlarge/Download Table]

                                                                                        Percent of
                                                           Percent of     Total of        Voting  
  Name and Address     Number of    Percent of  Number of    Class         Class A        Power   
         of             Class A      Class A     Class B        B        and Class B    (Combined 
  Beneficial Owner      Shares       Shares      Shares      Shares        Shares        Classes) 
  ----------------      ------       ------      ------      ------        ------        -------- 
                                                                                                  
Edward J. and Itir  1,769,394/(1)/   34.41%     3,507,400    78.33%    5,276,794/(1)/  73.81%/(1)/
Stackpole                                                                                         
1006 Grand Court                                                                                  
Highland Beach, FL                                                                                
33487                                                                                             

Bert Perez            410,000/(2)/   10.27%        -0-         -0-       410,000/(2)/   0.84%/(2)/
6351 NW 52/nd/ St.                                                                                
Coral Springs, FL                                                                                 
33067                                                                                             

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                                                        [Enlarge/Download Table]

                                                                                         Percent of   
                                                             Percent of     Total of       Voting     
  Name and Address       Number of    Percent of  Number of    Class         Class A       Power      
         of               Class A      Class A     Class B        B        and Class B   (Combined    
  Beneficial Owner        Shares       Shares      Shares      Shares        Shares       Classes)    
  ----------------        ------       ------      ------      ------        ------       --------    
                                                                                                      
Roger Pawson             50,000/(3)/    1.37%        -0-        -0-         50,000/(3)/     0.10%     
7825 Fay Avenue,                                                                                      
Suite 200                                                                                             
La Jolla, California                                                                                  
92037                                                                                                 

All officers and      2,229,394/(4)/   39.87%     3,507,400    78.33%    5,686,794/(4)/    74.06%/(4)/
directors as a                                                                                        
group (4 persons)                                                                                     

N. Bruce Walko          382,358/(5)/    9.64%        -0-        -0-       382,358/(5)/      0.78%/(5)/
5107 Timberview                                                                                       
Orlando, FL 32819                                                                                     

William Wollrab         300,988/(6)/    7.78%        -0-        -0-       300,988/(6)/      0.62%/(6)/
6210 S. Marina                                                                                        
Pacifica Drive                                                                                        
Key 16                                                                                                
Long Beach, CA                                                                                        
90803                                                                                                 

Oguz Stackpole          121,100         3.37%       965,200    21.56%     1,086,300        20.21%     
1006 Grand Court                                                                                      
Highland Beach, FL                                                                                    
33487                                                                                                 

The FATA Group        1,466,276        40.82%        -0-        -0-       1,466,276         3.03%     
Sp.A/(7)/                                                                                             
Strada Statale n.                                                                                     
24, km. 12                                                                                            
10044 PIANEZZA                                                                                        
(TO), Italy                                                                                           

Resolution Capital      352,941         9.83%        -0-       -0-          352,941         0.73%     
Corporation                                                                                           
15 Gingerbread Road                                                                                   
Kings Parks, NY                                                                                       
11754                                                                                                 

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__________________                                                              
(1)  Includes options to acquire 775,000 shares held by Edward Stackpole of     
which 600,000 are exercisable at $3.50 per share until 12/31/09 unless
     sooner terminated; of which 50,000 are exercisable at $3.50 per share until
     11/23/04; of which 25,000 are exercisable at $3.00 per share until 5/31/05;
  of which 50,000 are exercisable at $3.50 per share until 6/07/05; and of
   which 50,000 are exercisable at $0.17 per share until 6/06. Also includes
    options to acquire 775,000 shares held by Itir Stackpole, of which 600,000
     are exercisable at $3.50 per share until 12/31/09 unless sooner terminated;
     of which 50,000 are exercisable at $3.50 per share until 11/23/04; of which
  25,000 are exercisable at $3.00 per share until 5/31/05; of which 50,000
   are exercisable at $3.50 per share until 6/07/05; and of which 50,000 are
 exercisable at $0.17 per share until 6/06. All shares of Class B Common
    Stock held by Edward and Itir Stackpole were converted into Class A Common
Stock on 11/20/01.                                                    
(2)  Includes options to acquire 400,000 shares, of which 225,000 are           
   exercisable at $3.50 per share until 5/31/09 unless sooner terminated; of
 which 25,000 are exercisable at $3.50 per share until 9/30/04; of which
   50,000 are exercisable at $3.50 per share until 11/23/04; of which 50,000
  are exercisable at $3.50 per share until 6/07/05 and of which 50,000 are
exercisable at $0.17 per share until 6/06.                            
(3)  Includes options to acquire 50,000 shares at $0.17 per share until         
10/25/06.                                                             
(4)  Includes footnotes 1, 2 and 3.                                             
(5)  Includes options to acquire 375,000 shares, of which 225,000 are           
exercisable at $3.00 per share until 10/28/09; of which 50,000 are    
exercisable at $3.50 per share until 11/23/04; of which 50,000 are    
exercisable at $3.00 per share until 6/07/05 and of which 50,000 are  
exercisable at $0.17 per share until 6/06.                            
(6)  Includes options to acquire 275,000 shares; of which 50,000 are exercisable
at $3.50 per share until 11/23/04; of which 125,000 are exercisable at
    $3.50 until 2004; of which 50,000 are exercisable at $3.50 per share until
6/07/05; and of which 50,000 are exercisable at $3.00 per share until 
8/20/05.                                                              
(7)  As discussed in its Schedule 13D, FATA is controlled by Gaetano Di Rosa,   
Ignazio Moncada, Andrea Lombardi, Marcello Agnoli, Angelo Airaghi,    
     Giancarlo Battista, Giuseppe Bono, Alberto De Benedictis, Paolo Micheletta,
 Arcangiolo Lovari, Alessandro Bertolini, Loris Boggio, Enrico Borgogna,
Sergio Camani, Piero Alberto Canuto, Stefano Carlin, Diego Cavalli,   
Vincenzo Chieppa, Davide Cucino, Silvio De Poli, Giorgio Donini, Lino 
Franco, Angelo Furinghetti, Marco Gallino, Piero-Carlo Gallo, Stefano 
     Giovine, Giovanni Granella, Massimo Lessona, Flavio Mussano, Sergio Pagani,
Giancarlo Prato, Marzio Raveggi, Calogero Rifici, Bruno Taraglio and  
Bartolomeo Tosco, all residents of Italy.                             

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BENEFICIAL OWNERSHIP POST-CLOSING 

                                                        [Enlarge/Download Table]

                                                                    Total of                 
                                                   Number of         Class A    Percent of   
 Name and Address        Number of     Percent of  Series A       and Series A    Voting     
        of                Class A        Class     Preferred        Preferred     Power      
 Beneficial Owner         Shares        A Shares    Shares           Shares     (Combined)   
 ----------------         ------        --------    ------           ------     ----------   
                                                                                             
Roger Pawson              50,000/(1)/      0.12%          -0-      50,000/(1)/     0.10%     
7825 Fay Avenue,                                                                             
Suite 200                                                                                    
La Jolla, California                                                                         
92037                                                                                        

Wayne K. Steck                -0-            -0-          -0-          -0-           -0-     
7825 Fay Avenue,                                                                             
Suite 200                                                                                    
La Jolla, California                                                                         
92037                                                                                        

Christine Kincaid             -0-            -0-          -0-          -0-           -0-     
7825 Fay Avenue,                                                                             
Suite 200                                                                                    
La Jolla, California                                                                         
92037                                                                                        

Bert Perez               410,000/(2)/      0.94%          -0-     410,000/(2)/     0.85%/(2)/
6351 NW 52/nd/ St.                                                                           
Coral Springs, FL                                                                            
33067                                                                                        

All officers and         460,000/(3)/       1.1%          -0-     460,000/(3)/     0.95%/(3)/
directors as a group                                                                         
(4 persons)                                                                                  

ID Four, Ltd.         35,000,000          81.26%   5,000,000   40,000,000         83.21%     
7825 Fay Avenue                                                                              
La Jolla, California                                                                         
92037                                                                                        

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                                                        [Enlarge/Download Table]

                                                                Total of                 
                                                Number of        Class A    Percent of   
 Name and Address     Number of     Percent of  Series A      and Series A    Voting     
        of             Class A        Class     Preferred       Preferred     Power      
 Beneficial Owner      Shares        A Shares    Shares          Shares     (Combined)   
 ----------------      ------        --------    ------          ------     ----------   
                                                                                         
Edward J. and Itir  5,276,794/(4)/     11.83%          -0-  5,276,794/(4)/    10.63%/(4)/
Stackpole                                                                                
1006 Grand Court                                                                         
Highland Beach, FL                                                                       
33487                                                                                    

_________________________                                                       
(1)  Includes options to acquire 50,000 shares at $0.17 per share until         
10/25/06.                                                             
(2)  Includes options to acquire 400,000 shares, of which 225,000 are           
   exercisable at $3.50 per share until 5/31/09 unless sooner terminated; of
 which 25,000 are exercisable at $3.50 per share until 9/30/04; of which
   50,000 are exercisable at $3.50 per share until 11/23/04; of which 50,000
 are exercisable at $3.50 per share until 6/7/05 and of which 50,000 are
exercisable at $0.17 per share until 6/06.                            
(3)  Includes footnotes 1 and 2.                                                
(4)  Includes options to acquire 775,000 shares held by Edward Stackpole of     
which 600,000 are exercisable at $3.50 per share until 12/31/09 unless
     sooner terminated; of which 50,000 are exercisable at $3.50 per share until
     11/23/04; of which 25,000 are exercisable at $3.00 per share until 5/31/05;
 of which 50,000 are exercisable at $3.50 per share until 6/7/05; and of
    which 50,000 are exercisable at $0.17 per share until 6/06.  Also includes
    options to acquire 775,000 shares held by Itir Stackpole, of which 600,000
     are exercisable at $3.50 per share until 12/31/09 unless sooner terminated;
     of which 50,000 are exercisable at $3.50 per share until 11/23/04; of which
  25,000 are exercisable at $3.00 per share until 5/31/05; of which 50,000
  are exercisable at $3.50 per share until 6/7/05; and of which 50,000 are
  exercisable at $0.17 per share until 6/06.  All shares of Class B Common
Stock held by Edward and Itir Stackpole were converted on 11/20/01.   

Change in Control                                                               
-----------------                                                               

A change in control of the Company will result at the Closing of the  
Purchase Agreement.  Pursuant to the Purchase Agreement, the Company will agree 
to sell to iD Four and iD Four will agree to purchase 35,000,000 shares of the  
Company's Class A Common Stock and 5,000,000 shares of the Company's Series A   
Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock 
is entitled to one vote per share and is convertible into one share of Class A  
Common Stock. The purchase price, which shall be paid from the working capital  
of iD Four is to be paid as follows: a) cash payment of $25,000 earnest money   
deposit was paid to the Company on October 26, 2001; b) a cash payment of       
$125,000 was paid to the Company at Closing, and c) the remaining $100,000 will 
be in the form of an unsecured, non-negotiable, non-interest bearing promissory 
note, due and payable 15 days after the Closing.                                

     As of November 20, 2001, all holders of Class B Common stock, each share of
which was entitled to 10 votes per share, converted their shares of Class B     
Common Stock into shares of Class A Common Stock which is entitled to one vote  
per share.  No shares of Class B Common Stock will remain outstanding at the    
Closing.                                                                        

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  Prior to the Closing of the Purchase Agreement, iD Four owned no capital
stock of the Company.  Effective at the Closing of the Purchase Agreement, iD   
Four will beneficially own 35,000,000 shares of Class A Common Stock, or 81.26% 
of the issued and outstanding Class A Common Stock, 5,000,000 shares of Series A
Convertible Preferred Stock, or 100% of the issued and outstanding Series A     
Convertible Preferred Stock, and, therefore, will have 83.21% of the voting     
power of the Company.                                                           

    On the Record Date, the controlling persons of the Company were Edward and
Itir Stackpole, Co-Chairmen of the Board of Directors, and Chief Executive      
Officer and Vice-President, respectively.  On the Record Date, Edward and Itir  
Stackpole beneficially owned 1,769,394 shares of Class A Common Stock or        
approximately 34.41% of the issued and outstanding Class A Common Stock;        
3,507,400 shares of Class B Common Stock, or approximately 73.78% of the issued 
and outstanding Class B Common Stock, and approximately 73.81% of the voting    
power of the Company, due to the super-voting rights of the Class B Common      
Stock.  On November 20, 2001, Edward and Itir Stackpole converted all of their  
shares of Class B Common Stock into Class A Common Stock on a one for one basis.
Effective at Closing, Ed and Itir Stackpole will own 5,276,794 shares of Class A
Common Stock or approximately 11.83% of the issued and outstanding Class A      
Common Stock, no shares of Class B Common Stock, and have approximately 10.63%  
of the voting power of the Company effective at the Closing.                    

     On October 26, 2001, the parties signed a binding letter of intent to enter
into the Purchase Agreement and in connection with the letter of intent, the    
Board of Directors of the Company appointed Roger Pawson, an appointee of iD    
Four, to fill a vacancy on the Company's Board of Directors.  On November 9,    
2001, Ed and Itir Stackpole resigned as Directors and officers of the Company,  
leaving Bert Perez and Roger Pawson as the two Directors of the Company.  As    
part of the Purchase Agreement, Bert Perez submitted a resignation as a Director
of the Company effective no sooner than ten days after the filing and mailing of
this Schedule 14f-1.  In addition, no sooner than ten days after the filing and 
mailing of this Schedule 14f-1, the Board of Directors will appoint Wayne Steck 
and Christine Kincaid as Directors of the Company.                              

DIRECTORS AND EXECUTIVE OFFICERS  

     Executive Officers of the Company are elected by the Board of Directors and
serve for a term of one year and until their successors have been elected and   
qualified or until their earlier resignation or removal by the Board of         
Directors.                                                                      

The following table sets forth names and ages of all Directors and    
executive officers of the Company and persons known to be appointed as Directors
no sooner than ten days after the filing of this Schedule 14f-1.                

Name                 Age               Position                   Director Since
----                 ---               --------                   --------------

Bert Perez/(1)/       36     Director, Chief Technical Officer         12/99    

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                                                                [Download Table]

Name                    Age         Position                     Director Since
----                    ---         --------                     --------------
                                                                               
Roger Pawson             49  Director, Chief Executive Officer,       10/01    
                                  Chief Financial Officer                      

Wayne K. Steck/(2)/      56            Director                       12/01    

Christine Kincaid/(3)/   53        Director, Secretary                12/01    

____________                                                                    
(1)  Mr. Perez has submitted a resignation as Chief Technical Officer and       
    Director of the Company effective no sooner than ten days after the filing
of this Schedule 14f-1.                                               
(2)  Mr. Steck will be appointed as a Director of the Company no sooner than ten
days after the filing of this Schedule 14f-1.                         
(3)  Ms. Kincaid will be appointed as a Director of the Company no sooner than  
ten days after the filing of this Schedule 14f-1.                     

 Bert Perez has been the Chief Technical Officer and a Director since June
----------                                                              
1999.  Mr. Perez was employed by Sprint Communications, Inc. in south Florida   
from 1992 through 1999 as Data Support Manager and prior to that as an MIS      
manager for ABC television.  In his prior positions, Mr. Perez was responsible  
for the design and implementation of network solutions and technical support.   
Mr. Perez has submitted a resignation as Chief Technical Officer and Director of
the Company, effective no sooner than ten days after the filing and mailing of  
this Schedule 14f-1.                                                            

    Roger Pawson became a Director and Chief Executive Officer of the Company on
------------                                                            
October 26, 2001 as a result of the Company's Purchase Agreement with iD Four   
and is currently serving as Chief Financial Officer.  From 2000 through the     
present, Mr. Pawson serves as president of iD Four, Ltd., a public software     
development company.  From 1996-2000 Mr. Pawson served as President of TLCO     
Software, a software development company.                                       

Wayne K. Steck will become a Director of the Company as a result of the 
--------------                                                          
Company's Purchase Agreement with iD Four no sooner than ten days from the      
filing and mailing of this Schedule 14f-1. From April 2000 through the present, 
Mr. Steck serves as Vice President of iD Four, Ltd., a public software          
development company.  From March 1999 to April 2000 Mr. Steck served as Vice    
President of TLCO Software, a software development company.  From 1996 to March 
1999, Mr. Steck served as Art Director of Backdoor Graphics, a packaging design 
company.                                                                        

  Christine Kincaid will become a Director of the Company as a result of the
-----------------                                                       
Company's Purchase Agreement with iD Four no sooner than ten days after the     
filing and mailing of this Schedule 14f-1. From May 2001 through the present,   
Ms. Kincaid serves as Secretary of iD Four, Ltd., a public software development 
company.  From May 1993 through May 2001, Ms. Kincaid was an executive of the   
Cartier Financial Group, which engaged in investment services.                  

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  

   No family relationships exist between the current directors and officers of
the Company.                                                                    

On October 26, 2001, Roger Pawson was granted options to purchase 50,000
shares of Class A Common Stock at $0.17 per share for a period of five years.   
The Board of Directors plans to grant each of Mr. Steck and Ms. Kincaid options 
to purchase 50,000 shares upon being appointed to the Company's Board of        
Directors.                                                                      

Roger Pawson was appointed as a Director on October 26, 2001 and is     
currently an executive officer of iD Four. Wayne Steck and Christine Kincaid    
will be Directors of the Company no sooner than 10 days after the filing of this
Schedule 14f-1 and are both currently executive officers of iD Four.            

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

  Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and Directors and persons who own more than 10% of the   
Company's outstanding Common Stock to file reports of ownership with the        
Securities and Exchange Commission ("SEC"). Directors, officers and 10% or      
greater shareholders of the Company are required by the SEC regulations to      
furnish the Company with all copies of Section 16(a) forms they file. During the
fiscal year ended December 2000, Bert Perez (the only current Director and      
executive officer who was in office and on the Board in 2000) failed to timely  
file a Form 5. In addition, Roger Pawson failed to timely file a Form 3 upon his
appointment as a Director of the Company. Resolution Capital Corporation failed 
to timely file a Form 3 upon obtaining greater than 10% of the Company's Class A
Common Stock prior to the Closing. Effective as of the Closing, Resolution      
Capital Corporation is no longer a 10% or greater shareholder of the Company.   

MEETINGS OF THE BOARD AND COMMITTEES  

 The Company's Board of Directors held seven meetings during the Company's
fiscal year ended December 31, 2000.  Such meetings consisted of consent        
Directors' minutes signed by all Directors and actual meeting at which all      
Directors were present in person or by telephone.  No incumbent Director        
attended fewer than 75% of the aggregate of (1) the total number of meetings of 
the Board of Directors (held during the period for which he has been a Director)
and (2) the total number of meetings held by all committees of the Board on     
which he served (during the periods that he served).                            

 The Company's Board of Directors currently serves as its audit committee.
The Board of Directors currently has no standing nominating or compensation     
committee. The Audit Committee Report for the fiscal year ended December 31,    
2001 was included in the Company's Definitive Proxy Statement, filed with the   
SEC on May 11, 2001.                                                            

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EXECUTIVE COMPENSATION  

Compensation and other Benefits of Executive Officers During the Last Completed 
Fiscal Year (12/31/00)                                                          

     The following table sets out the compensation received for the fiscal years
ended December 31, 1998, 1999 and 2000 in respect to each of the individuals who
were the Company's chief executive officer at any time during the last fiscal   
year and the Company's four most highly compensated executive officers whose    
total salary and bonus exceeded $100,000 (the "Named Executive Officers").      

                                                        [Enlarge/Download Table]

                                          SUMMARY COMPENSATION TABLE                                                     

         FISCAL YEAR COMPENSATION                                               LONG TERM COMPENSATION                   

                                                                           Award                     Payouts             
                                                                           -----                     -------             

                                                                                  Restricted                             
                                                                   Securities       Shares                               
                                                    Other            under           or                      All other   
                                                    Annual          Option/       Restricted      LTIP        Compen-    
Name and                      Salary    Bonus       Compen-          SARs           Share        Payouts       sation    
Principal Position    Year     ($)       ($)        sation          Granted         Units          ($)          ($)      
------------------    ----    ------    -----       ------         -------          ------         ---          ---      
                                                                                                                         
Edward J. Stackpole/  2000     300,000     0        28,800/(1)/     275,000             0           0              0     
Co-Chair and CEO      1999     300,000     0        28,800/(1)/     250,000             0           0              0     
                      1998     262,882     0         2,400/(1)/           0             0           0      1,370,459/(2)/

Itir Stackpole/       2000     250,000     0             0          275,000             0           0              0     
Co-and Vice President 1999     250,000     0             0          250,000             0           0              0     
                      1998     262,882     0             0                0             0           0      1,370,459/(2)/

Bert Perez            2000     100,000     0        14,400/(3)/     150,000             0           0              0     
Chief Technical       1999      58,333     0         8,400/(3)/     100,000        10,000           0              0     
Officer               1998        N/A     N/A         N/A             N/A            N/A          N/A             N/A    

Bruce Walko           2000     105,638     0             0          150,000             0           0              0     
President/(4)/        1999        N/A     N/A         N/A             N/A            N/A          N/A             N/A    
                      1998        N/A     N/A         N/A             N/A            N/A          N/A             N/A    

-------------------                                                             
(1)  Represents car allowance.                                            
  (2)  In 1998 CNSI was taxed under Subchapter S of the Internal Revenue Code.
   Edward and Itir Stackpole, as holders of 100% of the stock of CNSI,
       received distributions under Subchapter S of the Internal Revenue Code.
One-half is imputed to each as other compensation.              
(3)  Represents commissions.                                              
(4)  Mr. Walko resigned as President on April 12, 2001.                   

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Agreements with Management                                                      

  On May 1, 2000, the Company granted to each of Edward Stackpole and Itir
Stackpole options to acquire 25,000 shares of common stock at a strike price of 
$3.00 per share, exercisable for five years in consideration for executing a    
personal guarantee of the Company's obligations in connection with the FATA     
Investment Agreement.                                                           

On June 8, 2000, the Company granted to each of Edward Stackpole, Itir
Stackpole, Bert Perez, William Wollrab, Bruce Walko, M. Dowell Stackpole and    
Gerard Werner options to acquire 50,000 shares of common stock for $3.50 per    
share, exercisable for five years, in consideration for serving on the Company's
Board of Directors.                                                             

   On August 2, 2000, Mr. Ciamaroni was granted a warrant to acquire 112,500
shares of common stock for $3.00 per share, as a finder's fee in connection with
the FATA transaction.                                                           

 Pursuant to the terms of a letter to the Company from Bruce Walko dated
October 29, 1999, the Company agreed to pay Mr. Walko a monthly salary of       
$10,000 per month for six months, and $15,000 per month thereafter and agreed to
pay Mr. Walko a bonus of up to 40% of base salary starting in 2000.  The Company
agreed to grant Mr. Walko options to acquire 50,000 shares on November 1, 1999  
and 100,000 options per year for 2000, 2001 and 2002 with 25,000 shares vesting 
per quarter.                                                                    

On January 1, 1999, Mr. Edward J. Stackpole entered into a three-year 
employment agreement with the Company at an annual salary of $300,000 per year  
and a quarterly bonus equal to 5% of the Company's net pre-tax quarterly income.
Mr. Stackpole was also granted 600,000 non-qualified stock options exercisable  
at $3.50 per share over a 10-year period that will vest in increments of 50,000 
options quarterly, provided that Mr. Stackpole is still employed on the last day
of each quarter.                                                                

     On January 1, 1999 Mrs. Itir Stackpole entered into a three-year employment
agreement with the Company at an annual salary of $250,000 per year and a       
quarterly bonus equal to 5% of the Company's net pre-tax quarterly income. Mrs. 
Stackpole was also granted 600,000 non-qualified options at $3.50 per share over
a 10-year period that vest in increments of 50,000 options quarterly, provided  
that Mrs. Stackpole is still employed on the last day of each quarter.          

Effective on June 1, 1999, Mr. Bert Perez entered into a three-year   
employment agreement with the Company at an annual salary of $100,000 per year. 
Mr. Perez also receives a quarterly bonus equal to 3.3% of the Company's net    
pre-tax quarterly income.  He received a signing bonus of 10,000 shares of the  
Company's Class A Common Stock, of which 5,000 vested immediately and 5,000     
shares vested on December 1, 1999.  Mr. Perez was granted 300,000 non-qualified 
options exercisable at $3.50 per share over a 10-year period that vest in       
increments of 25,000 options quarterly, provided that Mr. Perez is still        
employed on the last day of each quarter.                                       

     The Company granted Mr. M. Dowell Stackpole 58,000 shares of Class A Common
Stock on January 1999 as compensation for joining the board of directors.       

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OPTION GRANTS TO OFFICERS 

Fiscal Year End Option Values                                                   

The following table sets out the stock options granted by the Company 
during the previous fiscal year to the Named Executive Officers of the Company. 

                                                        [Enlarge/Download Table]

                    OPTION/SAR GRANTS IN 2000                                             
                         INDIVIDUAL GAINS                                                 

                  Number of           % of Total                                          
                 Securities          Options/SARs                                         
                 Underlying           Granted to   Exercise or   Market Price             
                Options/SARs         Employees in     Base           on         Expiration
Name             Granted (#)          Fiscal Year  Price ($/Sh)  Date of Grant    Date    
----             -----------          -----------  ------------  -------------    ----    
                                                                                          
Edward J.          200,000               23.81%      $3.50          $3.50        01/01/09 
Stackpole                                                                                 
                    50,000                5.95%      $3.50          $3.00        06/07/05 
                    25,000/(1)/           2.98%      $3.00          $3.00        05/31/05 

Itir Stackpole     200,000               23.81%      $3.50          $3.50        01/01/09 
                    50,000                5.95%      $3.50          $3.00        06/07/05 
                    25,000/(1)/           2.98%      $3.00          $3.00        05/31/05 

Bert Perez         100,000               11.90%      $3.50          $9.00        05/31/09 
                    50,000                5.95%      $3.50          $3.00        06/07/05 

N. Bruce Walko     100,000               11.90%      $3.00          $3.00        10/28/09 
                    50,000                5.95%      $3.50          $3.00        06/07/05 

---------------------                                                           
 (1)  Granted in consideration for Ed & Itir Stackpole's personal guarantee of
obligations of the Company made in connection with the FATA Investment      
Agreement.                                                                  

Aggregated Option/SAR Exercised in Last Financial Year and Fiscal Year-End  
Option/SAR Values                                                           

The following table sets out all Option/SAR exercised by the Named    
Executive Officers during the most recently completed fiscal year and the   
Option/SAR values for such persons as of the end of the most recently       
completed fiscal year.                                                      

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                                                                [Download Table]

                                                     Number of                      
                                                     Securities                     
                                                     Underlying         Value of    
                                                     Unexercised      Unexercised   
                                                   Options/SARs at  Options/SARs at 
                                                      FY-End (#)        FY-End ($)  

                       Shares                                                       
                     Acquired on   Value Realized    Exercisable/      Exercisable/ 
Name                 Exercise (#)      ($)           Unexercisable     Unexercisable
----                 ------------      ---           -------------     -------------
                                                                                    
Edward J. Stackpole    -0-              -0-             525,000             -0-     

Itir Stackpole         -0-              -0-             525,000             -0-     

Bert Perez             -0-              -0-             250,000             -0-     

N. Bruce Walko         -0-              -0-             250,000             -0-     

Compensation of Directors                                                       

     No salaries are paid to directors.  However, each director receives options
to acquire 50,000 shares of Class A Common Stock for each year of service as a  
director.                                                                       

  No pension or retirement benefit plan has been instituted by the Company
and none is proposed at this time and there is no arrangement for compensation  
with respect to termination of the directors in the event of change of control  
of the Company.                                                                 

Benefit Plans                                                                   

The Company currently has no retirement, pension, profit-sharing or   
insurance or medical reimbursement plans covering its officers and directors.   

Dated November 29, 2001                  CYBERFAST SYSTEMS, INC.                

                      By: /s/ Roger Pawson
                                  --------------------------
                                Roger Pawson, Director and
                             Chief Executive Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14F1’ Filing	Date	First	Last	Other Filings

	12/31/01	9		NTN 10K
Filed on:	11/30/01	1
	11/29/01	13
	11/20/01	6	7
	11/9/01	1	7
	11/7/01	1	2
	10/26/01	1	9
	5/11/01	9		DEF 14A
	4/12/01	10
	12/31/00	9	10	10KSB, 10KSB/A, NT 10-K
	8/2/00	11
	6/8/00	11
	5/1/00	11
	12/31/99	10		10KSB, 10KSB/A, NT 10-K
	12/1/99	11
	11/1/99	11
	10/29/99	11
	6/1/99	11
	1/1/99	11
	12/31/98	10
				List all Filings

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Filing Submission 0001021408-01-510940 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cyberfast Systems Inc – ‘SC 14F1’ on 11/30/01 re: Id Four Ltd

On: Friday, 11/30/01 · Accession #: 1021408-1-510940 · File #: 5-34576

Statement re: Change in Majority of Directors — Rule 14f-1Filing Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents