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.
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(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 Items of Schedule 14A
Item 19. 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.
Item 6. 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
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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
Common Stock CEDE & Co 219,928 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.
The Company's Articles of Incorporation are being amended to provide additional
Common Stock shares to be used for future acquisitions.
The effect of the amendment is to increase the authorized but unissued Common
Stock shares.
Delivery of Documents to Security Holders Sharing an Address.
A separate document will be delivered to each shareholder regardless of address.
(4) Filing Party: M.B.A. Holdings, Inc.
/s/ Gaylen M. Brotherson
Gaylen M. Brotherson
CEO
(5) Date Filed: March 25, 2004