MARMION INDUSTRIES CORP. 9103 EMMOTT ROAD, BUILDING 6, SUITE A HOUSTON TEXAS 77040 TELEPHONE (713) 466-6585
February 21, 2005
To Our Stockholders:
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.
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