Guess it's time to file ANOTHER complaint. This is downright criminal.
AFRN R/S'in again
American Fire Retardant Corp Pre-14c
To Our Stockholders:
The purpose of this information statement is to inform the holders of
record of shares of our common stock and preferred stock as of the close of
business on the record date, September 24, 2004 that our board of directors has
recommended, and that a majority of our stockholders intend to vote in favor of
resolutions which will accomplish the following:
- Grant discretionary authority to our directors to amend our articles of
incorporation to change our name from "American Fire Retardant Corp." to
"Global Materials & Services, Inc." within 180 days of this information
statement with the exact time of the amendment to be determined by our
directors;
- Implement a reverse stock split of our common stock on the basis of one
post-consolidation share for each 2,000 pre-consolidation shares;
- Amend our articles of incorporation to reduce the par value of our common
stock from $0.001 per share to $0.0001 per share;
- Amend our articles of incorporation to increase the number of our
authorized shares of common stock to 19,800,000,000 shares; and
- Approve the following Stock Plans of American Fire Retardant Corp.:
(a) Employee Stock Plan for the Year 2003, adopted by the directors on
April 28, 2003 with 200,000,000 shares available for issuance under the Plan;
(b) Employee Stock Plan for the Year 2003 No. 2, adopted by the
directors on May 21, 2003 with 15,000,000 shares available for issuance under
the Plan;
(c) Employee Stock Plan for the Year 2003 No. 3, adopted by the
directors on June 23, 2003 with 10,000,000 shares available for issuance under
the Plan;
(d) Employee Stock Plan for the Year 2003 No. 4, adopted by the
directors on August 26, 2003 with 395,000,000 shares available for issuance
under the Plan;
(e) Non-Employee Directors and Consultants Retainer Stock Plan for the
Year 2003 No. 11, adopted by the directors on August 26, 2003 with 200,000,000
shares available for issuance under the Plan;
(f) Employee Stock Plan for the Year 2003 No. 5, adopted by the
directors on October 15, 2003 with 595,000,000 shares available for issuance
under the Plan;
(g) Non-Employee Directors and Consultants Retainer Stock Plan for the
Year 2003 No. 12, adopted by the directors on October 15, 2003 with 995,000,000
shares available for issuance under the Plan;
(h) Employee Stock Plan for the Year 2003 No. 6, adopted by the
directors on December 4, 2003 with 700,000,000 shares available for issuance
under the Plan;
(i) Non-Employee Directors and Consultants Retainer Stock Plan for the
Year 2003 No. 13, adopted by the directors on December 4, 2003 with 295,000,000
shares available for issuance under the Plan; and
(j) Stock Plan for the Year 2004, adopted by the directors on January
9, 2004 with 1,200,000,000 shares in the aggregate available for issuance under
the Plan.
We have a consenting stockholder, Stephen F. Owens, our president and
director, who holds 100,000,000 shares of our preferred stock. Mr. Owens will
vote in favor of the proposed amendment to our articles of incorporation. Mr.
Owens will have the power to pass the proposed amendment without the concurrence
of any of our other stockholders.
Pursuant to our amended certificate of designation establishing Series A
preferred stock, each share of our currently issued and outstanding Series A
preferred stock may be converted into 10 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 shall be 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.
Therefore, Mr. Owens will have the power to vote 1,000,000,000 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. Owens will vote in favor of the proposed grant of authority to the
directors with respect to the amendment to our articles of incorporation, for
the change in par value of our common stock, for the reverse split of our common
stock and for the approval of our Stock Plans.
Previous Amendments. This information statement is also being sent in
connection with the previous approval by our board of directors of the corporate
actions referred to below and their subsequent adoption by our majority
stockholders. Accordingly, all necessary corporate approvals in connection with
the matters referred to herein have been obtained, and the discussion of the
November 13, 2002 and February 28, 2003 Amendments in this information statement
is furnished solely for the purpose of informing stockholders, in the manner
required under the Securities Exchange Act of 1934, as amended, of these
corporate actions.
The November 13, 2002 Amendment. On November 13, 2002, as authorized by the
necessary approvals of our board of directors and our majority stockholder, we
approved the adoption of an amendment (the "November 13, 2002 Amendment") to our
articles of incorporation in the form of Attachment C hereto, which (i)
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increased our authorized preferred stock to 25,000,000 shares; and (ii)
increased our authorized common stock to 375,000,000 shares.
The November 13, 2002 Amendment was adopted because our board of directors
believed that our then existing capital structure was inadequate for our
corporate needs. Following the November 13, 2002 Amendment, on February 3, 2003,
8,500,000 shares of our preferred stock were designated as Series A preferred
stock, pursuant to the certificate of designation of the Series A preferred
stock. Thereafter, on March 6, 2003, we adopted a second amended certificate of
designation, increasing the number of shares designated as Series A preferred
stock from 8,500,000 to 25,000,000.
The November 13, 2002 Amendment was approved by a majority of the total
number of shares of common stock and preferred stock issued and outstanding and
entitled to vote on the matter. Consequently, an amendment to our articles of
incorporation, as well as the certificate of designation of the Series A
preferred stock and the second amended certificate of designation of the Series
A preferred stock were filed with the Secretary of State of Nevada by our proper
officers.
The number of shares of our common stock outstanding at the time of the
adoption of the November 13, 2002 Amendment was 54,031,578; and the number of
shares of the common stock entitled to vote on the November 13, 2002 Amendment
was 54,031,578. The number of shares of our preferred stock outstanding at the
time of the adoption was 2,500,000; and the number of shares of the preferred
stock entitled to vote on the November 13, 2002 Amendment was 2,500,000.
The number of shares of our common stock that voted for the November 13,
2002 Amendment was 27,421,000. The number of shares of our preferred stock that
voted for the November 13, 2002 Amendment was 2,500,000. The vote for the
- 2 -
November 13, 2002 Amendment was taken in the form of a consent executed by our
stockholders owning a majority of our shares entitled to vote thereon, pursuant
to the provisions of Section 78.320 of the Nevada Revised Statutes. However,
each share of the preferred stock was entitled to be counted as 10 shares of
common stock for voting purposes. As a result, 2,500,000 shares of the preferred
stock were equal to the vote of 25,000,000 shares of common stock, which number
exceeded the total number of the issued and outstanding shares of the common
stock on the record date for the vote on the November 13, 2002 Amendment. The
number of shares voted against the November 13, 2002 Amendment was zero, with
the result that the November 13, 2002 Amendment received a majority of the votes
of the outstanding stock of each class of our stock entitled to vote thereon.
The February 28, 2003 Amendment. Our board of directors determined that our
capital structure was still inadequate to serve our ongoing needs, despite the
recent November 13, 2002 Amendment to our articles of incorporation. Therefore,
on February 28, 2003, as authorized by the necessary approvals of our board of
directors and our majority stockholder, we approved the adoption of an amendment
(the "February 28, 2003 Amendment"), in the form of Attachment D hereto, to our
------------
articles of incorporation which (i) increased the number of shares of our
authorized preferred stock to 200,000,000 shares; and (ii) increased the number
of shares of our authorized common stock to 1,800,000,000 shares.
The February 28, 2003 Amendment was approved by a majority of the total
number of shares of common stock and preferred stock issued and outstanding and
entitled to vote on the matter. Accordingly, an amendment to our articles of
incorporation was filed by our proper officers with the Secretary of State of
Nevada.
The number of shares of our common stock outstanding at the time of the
adoption of the February 28, 2003 Amendment was 167,231,579; and the number of
shares of our common stock entitled to vote on the February 28, 2003 Amendment
was 167,231,579. The number of shares of our preferred stock outstanding at the
time of the adoption was 18,000,000; and the number of shares of the preferred
stock entitled to vote on the February 28, 2003 Amendment was 18,000,000.
The number of shares of the common stock that voted for the February 28,
2003 Amendment was 7,000,000. The number of shares of the preferred stock that
voted for the February 28, 2003 Amendment was 18,000,000. The vote for the
February 28, 2003 Amendment was taken in the form of a consent executed by
stockholders owning a majority of our shares entitled to vote thereon, pursuant
to the provisions of Section 78.320 of the Nevada Revised Statutes. However,
each share of preferred stock was entitled to be counted as 10 shares of common
stock for voting purposes. As a result, the 18,000,000 shares of the preferred
stock were equal to the vote of 180,000,000 shares of common stock, which number
exceeded the majority of the issued and outstanding shares of the common stock
on the record date for the vote on the February 28, 2003 Amendment.
This information statement is being mailed on or about October 22, 2004 to
all stockholders of record as of September 24, 2004.
We appreciate your continued interest in American Fire Retardant Corp.
Very truly yours,
/s/ Stephen F. Owens
Stephen F. Owens
President
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