UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION REQUIRED IN AN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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
M.B.A. Holdings, Inc.
--------------------------------------------------------------------------------
(Name of Registrant 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:
Common Stock, $.001 par value
(2) Aggregate number of securities to which transaction applies:
Common Stock, $.001 par value - Authorized Shares increased from
80,000,000 to 800,000,000 shares and change the par value of each
Common Stock share to no par value shares with a stated value $0.0001
per share.
(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):
(4) Proposed maximum aggregate value of transaction: None
(5) Total fee paid: None
[ ] Fee paid previously with preliminary materials: N/A
[ ] 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:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
Statement that Proxies are not solicited
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Information Required by Schedule 14C
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Amendment of charter, bylaws or other documents
The following Amendment to the Articles of Incorporation will be made and
approved by Consent of the Board of Directors and by Consent of Shareholders
owning a majority of the outstanding common stock shares, as of the record date
of March 22, 2004, by means of written consent on April 30 2004:
RESOLVED, the Corporation shall amend its Articles of Incorporation to
increase its authorized Common Stock shares to Eight Hundred Million
(800,000,000) and change the par value of each Common Stock share to no
par value shares with a stated value $0.0001 per share.
The Company's Articles of Incorporation are being amended to provide additional
Common Stock shares to be used for future acquisitions in the Company's
industry. The Company has been advised that as many as 750,000,000 shares may be
needed to acquire the number and size of companies it wishes to acquire. The
Company has not yet commenced any negotiations with respect to any acquisition.
While the increase in the number of authorized shares may have anti-takeover
implications, the Company's management is not aware any specific efforts to
accumulate Company stock.
The effect of the amendment is to increase the Company's authorized but unissued
Common Stock shares. The Company will have 20,160,000 issued and outstanding
with an additional 779,840,000 authorized and unissued after the above-described
amendment is filed with the Nevada Secretary of State.
Voting Securities And Principal Holders Thereof
The following table sets forth information as of October 31, 2003 concerning
shares of Common Stock with $.001 par value, the Company's only voting
securities. This table includes all beneficial owners who own more than 5% of
the outstanding voting securities, each of the Company's directors by each
person who is known by the Company to own beneficially more than 5% of the
outstanding voting securities of the Company, and by the Company's executive
officers and directors as a group.
Name And Address Amount and Nature
Title of Class of Beneficial Owner of Beneficial Owner Percent of Class
-------------- ------------------- ------------------- ----------------
Common Stock Gaylen Brotherson 902,615 shares (1) 44.5%
9419 E. San Salvador
Suite 105
Scottsdale, AZ 85258
Common Stock Judy Brotherson 825,301 shares (1) 40.7%
9419 E. San Salvador
Suite 105
Scottsdale, AZ 85258
Name And Address Amount and Nature
Title of Class of Beneficial Owner of Beneficial Owner Percent of Class
-------------- ------------------- ------------------- ----------------
Common Stock CEDE & Co 219,928 shares 10.8%
Box 220
Bowling Green Station
New York, NY 10274
Common Stock All Directors and Executive 1,727,916 shares 85.1%
Officers as a Group (five
people)
--------------
(1) This amount represents shares owned and excludes the 60,001 options to
purchase common stock for Gaylen Brotherson and the 125,000 options to
purchase common stock for Judy Brotherson. If these options were
exercised by Gaylen Brotherson and Judy Brotherson, then their
percentage of ownership would change to 43.5% and 42.9%, respectively.
Delivery of Documents to Security Holders Sharing an Address
A separate document will be delivered to each shareholder regardless of address.
Filing Party
Date Filed: April 5, 2004 M.B.A. Holdings, Inc.