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:
[X] Preliminary Information Statement
[_] Confidential, For Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[_] 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, no par value, stated value $0.001
(2) Aggregate number of securities to which transaction applies:
(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:
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 April 20, 2005, by means of written consent on or about June 7, 2005:
RESOLVED, the Corporation shall amend its Articles of Incorporation to decrease
its authorized Common Stock shares from Eight Hundred Million
(800,000,000) to Three Hundred Fifty Million (350,000,000).
The Company's Articles of Incorporation are being amended to provide less Common
Stock shares to be used for future acquisitions in the Company's industry. The
Company does not believe that more than 150,000,000 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.
The effect of the amendment is to decrease the Company's authorized but unissued
Common Stock shares. The Company will have 175,677,492 shares issued and
175,361,492 shares outstanding with an additional 174,322,508 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 April 18, 2005 concerning
shares of Common Stock with no par value and a stated value of $0.001 per share,
the Company's only voting security. This table includes all beneficial owners
who own more than 5% of the outstanding voting securities, each of the Company's
directors and 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 254,590,550 shares (1) 67.8%
9419 E. San Salvador
Suite 105
Scottsdale, AZ 85258
Common Stock Judy Brotherson 8,013,010 shares (2) 2.1%
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 101,642,680 shares 27.1%
Box 220
Bowling Green Station
New York, NY 10274
Common Stock Edward E. Wilczewski 13,000 shares Less than 0.01%
3608 South 74th Street
Omaha, NE 68124
Common Stock Robert F. Murphy 3,000 shares Less than 0.01%
19405 N. Ponderosa Court
Sunrise, AZ 85287
Common Stock Shelly Beesley 3,000 shares Less than 0.01%
1630 E. Hale Street
Mesa, AZ 85203
Common Stock Donald A. Gay 3,000 shares Less than 0.01%
17331 E. San Marcus Drive
Fountain Hills, AZ 85268
Common Stock All Directors and Executive
Officers as a Group (six people) 262,625,560 shares 69.9%
--------------
(1) This amount represents shares owned and excludes the 60,001 options to
purchase common stock for Gaylen Brotherson. This amount also includes
200,000,000 common stock equivalent shares owned by Cactus Family
Investments, LLC (owned 100% by Mr. Brotherson and his wife) which owns
2,000,000 Class B Preferred Stock shares, which are entitled to 100 common
stock votes for each Preferred Stock share owned. If these options were
exercised by Mr. Brotherson, then his percentage of ownership would change
to 67.8%.
(2) This amount represents shares owned and excludes the 125,000 options to
purchase common stock for Judy Brotherson. If these options were exercised
by Mrs. Brotherson, then her percentage of ownership would change to 2.1%.
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 20, 2005 M.B.A. Holdings, Inc.