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Through last year ,they've authorized millions of shares to be issued. And authorized unissued shares of over 300 billion to be issued at their discretion.
-------------------- TI AKERS , WHERE ARE YOU!!!
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The purpose of this information statement is to inform the holders of record of shares of our common stock as of the close of business on the record date, February 1, 2005, that our board of directors has recommended, and that the holder of the majority of our voting power of our outstanding stock intends to vote on March 14, 2005 to effect the following corporate actions:
1. Approve an amendment to our articles of incorporation to increase the authorized number of shares of our common stock from 3,000,000,000 to 5,000,000,000 shares;
2. Grant discretionary authority to our board of directors to implement a reverse split of our common stock on the basis of one post-consolidation share for up to each 1,000 pre-consolidation shares to occur at some time within 12 months of the date of this information statement, with the exact time of the reverse split to be determined by the board of directors; and
3. Approve the following Marmion Industries Corp. Stock Plans (the 'Stock Plans"):
(a) Stock Plan for the Year 2004, adopted by our directors on March 5, 2004, with 8,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan;
(b) Stock Plan for the Year 2004 No. 2 adopted by our directors on June 2, 2004, as amended on November 22, 2004, with 8,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan;
(c) Stock Plan for the Year 2004 No. 3 adopted by our directors on July 15, 2004, with 100,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan;
(d) Stock Plan for the Year 2004 No. 4 adopted by our directors on September 30, 2004, with 140,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan;
(e) Stock Plan for the Year 2004 No. 5 adopted by our directors on November 12, 2004, with 550,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan; and
(f) Stock Plan for the Year 2005, adopted by our directors on January 6, 2005, with 750,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan.
(g) Stock Plan for the Year 2005 No. 2, adopted by our directors on January 28, 2005, with 2,000,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan.
As of the record date, 1,053,378,343 shares of our common stock were issued and outstanding, 10,000,000 shares of our Series A preferred stock were issued and outstanding and 30,000,000 shares of our Series B preferred stock were issued and outstanding. We have a consenting stockholder, Mr. Wilbert H. Marmion, our president, director, and chief executive officer, who holds 12,360,430 shares of our common stock, 10,000,000 shares of our Series A preferred stock, and 30,000,000 shares of our Series B preferred stock.
-------------------------------------------------------------------------------- Each share of our common stock is entitled to one vote on all matters brought before the stockholders. Pursuant to our certificate of designation establishing Series A preferred stock, each share of our currently issued and outstanding Series A preferred stock may be converted into 40 fully paid and nonassessable shares of our common stock. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series A preferred stock is entitled to the number of votes on such matters equal to the number of shares of the Series A preferred stock held by such holder multiplied by the number of shares of the common stock each such share of the Series A preferred stock shall then be convertible. Pursuant to our certificate of designation establishing Series B preferred stock, each share of our currently issued and outstanding Series B preferred stock may be converted into 100 fully paid and nonassessable shares of our common stock. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series B preferred stock is entitled to the number of votes on such matters equal to the number of shares of the Series B preferred stock held by such holder multiplied by the number of shares of the common stock each such share of the Series B preferred stock shall then be convertible. Therefore, Mr. Marmion will have the power to vote 3,412,360,430 shares of the common stock, which number exceeds the majority of the issued and outstanding shares of the common stock on the record date. Mr. Marmion will vote in favor of the amendment to our articles of incorporation, for the grant of the discretionary authority to our directors to implement a reverse stock split, and for the approval of the Stock Plans. Mr. Marmion has the power to pass the proposed corporate actions without the concurrence of any of our other stockholders.
-------------------- "Eat your food tina, you fat lard!"
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