UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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[ ] Preliminary Information Statement
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14c-5(d)(2))
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ARIZONA AIRCRAFT SPARES, INC.
-------------------------------
(Name of Registrant As Specified In Its Charter)
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Arizona Aircraft Spares, Inc.
3431 E Hemisphere Loop
Tucson AZ 85706
INFORMATION STATEMENT
Introduction
We Are Not Asking You For A Proxy And You Are Requested Not To Send
Us A Proxy. This Information Statement is being mailed on or about December 3,
2004 to all stockholders of record on November 23, 2004.
General
This Information Statement is being furnished by Arizona Aircraft
Spares, Inc. (the "Company") pursuant to Section 14(c) of the Securities
Exchange Act of 1934 and Rule 14c-1 thereunder, to announce the amendment of the
Company's Articles of Incorporation to (a) increase the number of authorized
shares of common stock from 40,000,000 shares to 500,000,000 and (b) to change
the name of the Company to Cell Wireless Corporation.
Amendment to Articles of Incorporation
The Board of Directors has approved and the Stockholders owning a
majority of the outstanding shares of common stock of the Company on November
23, 2004 have approved an amendment to the Company's Articles of Incorporation
to (a) increase the number of authorized shares of common stock from 40,000,000
shares to 500,000,000 shares and (b) to change the name of the Company to Cell
Wireless Corporation. The Company will file an amendment to its Articles of
Incorporation to effect the changes 20 days after this Information Statement is
mailed to the Stockholders.
The Company acquired certain assets and liabilities of 1Cellnet as
reported in its Form 8-K filed with the SEC on November 17, 2004. The reason for
the name change to Cell Wireless Corporation is to better reflect the Company's
new business venture.
Reasons for and Effect of the Amendment for the increase of the authorized but
unissued shares of the Company
The amendment will allow the Company to issue additional shares of
common stock and to be able to convert the shares of preferred stock of the
Company as may be necessary in order to provide the potential for growth and
profit to Company through financings, acquisitions or other strategic
transactions and to provide equity incentives to employees, officers and
directors. The amendment will not immediately result in any changes to the
issued and outstanding shares of common and preferred stock of the Company and
will only affect the number of shares that may be issued by the Company in the
future and in accordance with any converted shares of preferred stock to common
stock. Future issuances of additional shares of common or preferred stock,
whether pursuant to an acquisition or other corporate transaction, would have
the effect of diluting the voting rights and could have the effect of diluting
earnings per share and book value per share of existing stockholders. The
availability for issuance of additional shares of Common Stock could discourage
or make more difficult efforts to obtain control of the Company.
Effective Date of Transaction
Management will file the Amendment to the Company's Articles of
Incorporation to reflect the increase in authorized shares and the name change
as soon as practicable 20 days after this Information Statement is mailed to the
Stockholders.
Voting Securities
There are currently 36,217,651 shares of the Company's common stock
outstanding. The Company has no other securities outstanding but has authorized
the issuance of 4,000,000 shares of Preferred Stock pursuant to the acquisition
of certain and particular assets and liabilities of 1Cellnet as reported in the
Form 8-K filed by the Company on November 17, 2004. A total of 19,658,397 shares
of the Company's common stock, representing more than the requisite 50% pursuant
to Nevada General Corporate Law of the outstanding shares of common stock,
approved the amendment to the Articles of Incorporation to increase the number
of authorized shares and change the name of the Company.
Description of Securities
The following description as a summary of the material terms of the
provisions of our Articles of Incorporation and Bylaws, is qualified in its
entirety.
Common Stock
After the amendment, we will be authorized to issue 500,000,000
shares of common stock, par value $0.001. As of November 23, 2004, there were
35,517,651 shares of common stock issued and outstanding that are held by 205
stockholders of record.
Each share of our common stock entitles the stockholder to one vote,
either in person or by proxy, at meetings of the stockholders. The stockholders
are not permitted to vote their shares cumulatively. Accordingly, the
stockholders of a majority of the shares of common stock voting for the election
of directors can elect all of the directors. The vote of the stockholders of a
majority of the issued and outstanding shares of common stock is sufficient to
make certain fundamental corporate changes such as liquidation, reorganization,
merger or an amendment to our Articles of Incorporation and to authorize,
affirm, ratify or consent to these acts or action, subject to the provisions of
Nevada law.
Stockholders of our common stock have no preemptive rights. Upon our
liquidation, dissolution or winding up, the stockholders of our common stock
will be entitled to share ratably in the net assets legally available for
distribution to stockholders after the payment of all of our debts and other
liabilities. There are not any provisions in our Articles of Incorporation or
our Bylaws that would prevent or delay change in our control.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred
stock, par value $0.001, of which no shares are currently issued. The Board of
Directors has set the voting powers at 10 votes for each 1 Preferred Share, as
well as created the conversion of such Preferred Shares at a rate of 10 Common
for each issued Preferred Share. Pursuant to the acquisition of certain and
particular assets and liabilities of 1Cellnet as detailed by the Company in its
Form 8-K as filed with the SEC on November 17, 2004, the Board has determined to
issue 4,000,000 Preferred Shares for the purchase of such assets and
liabilities.
Dividend Policy
Stockholders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by our Board of Directors out of funds
legally available. We have not paid any dividends on earnings since our
inception and presently anticipate that all earnings, if any, will be retained
for development of our business. Any future disposition of dividends on earnings
will be at the discretion of our Board of Directors and will depend upon, among
other things, our future earnings, operating and financial condition, capital
requirements, and other factors.
Dissenters Rights
No stockholders of the Company have dissenter's rights regarding the
amendment to the Articles of Incorporation.
Other Information
We file periodic reports, proxy statements and other documents with
the Securities and Exchange Commission. You may obtain a copy of these reports
by accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
Arizona Aircraft Spares, Inc.
By Order of the Board of Directors
November 23, 2004