Global Arena Holding, Inc. – ‘PRE 14C’ for 6/12/06

On:  Tuesday, 6/13/06, at 8:12am ET   ·   For:  6/12/06   ·   Accession #:  1290929-6-30   ·   File #:  0-49819

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Dickie Walker Marine 14C - Jun06                       7     26K 

Document Table of Contents

PRE 14C
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SCHEDULE 14C  
(Rule 14c-101)  
INFORMATION REQUIRED IN INFORMATION STATEMENT 

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
[ ] Definitive Information Statement                                            

Dickie Walker Marine, Inc.  
-----------------------------------------------     
(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:          

..................................................................          

2) Aggregate number of securities to which transaction applies:             

..................................................................          

3) Price per unit or other underlying value of transaction 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:                         

...................................................................         

5) Total fee paid:                                                          

...................................................................         

[ ]  Fee paid previously with preliminary materials.                            

[ ]  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 Statement No.:                            

......................................                                      

3) Filing Party:                                                            

......................................                                      

4) Date Filed:                                                              

......................................                                      

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Dickie Walker Marine, Inc.  

Operating Address   
Qiaotouhu, Chengguan Town   
Ninghai City, Zhejiang, China 315611    

Mailing Address   
c/o American Union Securities, Inc.   
100 Wall Street, 15th Floor   
New York, NY  10005   

INFORMATION STATEMENT   

To the Holders of the Voting Stock:                                             

The purpose of this Information Statement is to notify you that the   
holders of shares representing a majority of the voting stock of Dickie         
Walker Marine, Inc. have given their written consent to a resolution adopted    
by the Board of Directors of Dickie Walker Marine to amend the certificate of   
incorporation so as (1) to change the name of the company to "China             
Stationery and Office Supply, Inc." and (2) to effect a reverse split of        
Dickie Walker Marine's outstanding common stock in the ratio of five-for-       
thirty-two.  We anticipate that this Information Statement will be mailed on    
June 26, 2006 to shareholders of record.  On or after July 17, 2006, the        
amendment of the certificate of incorporation will be filed with the Delaware   
Secretary of State and become effective.                                        

Delaware corporation law permits holders of a majority of the voting  
power to take shareholder action by written consent. Accordingly, Dickie        
Walker Marine will not hold a meeting of its shareholders to consider or vote   
upon the amendment of Dickie Walker Marine's certificate of incorporation.      

WE ARE NOT ASKING YOU FOR A PROXY.    
YOU ARE REQUESTED NOT TO SEND US A PROXY.   

June 26, 2006                                     Wei Chenghui                  
                                           Chief Executive Officer

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VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS    

We determined the shareholders of record for purposes of this         
shareholder action at the close of business on June 9, 2006 (the "Record        
Date").  On the Record Date, the authorized voting stock consisted of:          

(1)  50,000,000 shares of common stock, par value $0.001, each of     
  which is entitled to one vote.  On the Record Date, there were
      16,728,015 shares of common stock issued, outstanding and entitled
to vote.                                                    
(2)  500,000 shares of Series A Preferred Stock, par value $0.001, all
       of which were outstanding on the Record Date.  Each share of Series
       A Preferred Stock may be converted by its holder into 120 shares of
     common stock, and the holder is entitled to that number of votes.
       As a result, the voting power of the outstanding shares of Series A
 Preferred Stock is equal to that of 60,000,000 common shares.

  The following table sets forth the number of Dickie Walker Marine common
shares beneficially owned by each person who, as of the Record Date, owned      
beneficially more than 5% of Dickie Walker Marine's common stock on a fully-    
diluted basis (i.e. assuming conversion of the Series A Preferred Stock), as    
well as the ownership of such shares by each member of Dickie Walker Marine's   
Board of Directors and the shares beneficially owned by its officers and        
directors as a group.                                                           

Name and Address of                     Amount and Nature of      Percentage    
Beneficial Owner                        Beneficial Ownership(1)   of Class      
-----------------------------------------------------------------------------   
Wei Chenghui                             43,487,483(2)              56.7%       
c/o Ningbo Binbin Stationery Co. Ltd.                                         
Qiaotouhu, Chenguan Town                                                      
Ninghai City, Zhejiang, China 315611                                          

Brian Zucker                              3,901,071(3)               5.1%       
c/o American Union Securities, Inc.                                           
100 Wall Street - 15th Floor                                                  
New York, NY 10005                                                            

All directors and officers as a group                                           
(4 persons)                             50,586,220                 65.9%      

Huaqin Zhou                               6,970,800                  9.1%       
136 Hospital Road, Suite 3                                                    
Jiangyang City, Sichuan Province, China                                       

__________________________________                                              

(1)  All shares are owned of record.                                            

(2)  Includes 17,267,082 shares (assuming conversion of all Series A Preferred  
shares) owned of record by Hu Jufen, who is Mr. Wei's spouse.         

(3)  Includes 3,837,103 common shares (assuming conversion of all Series A      
  Preferred shares) owned of record by American Union Securities, Inc., of
which Mr. Zucker is the Chief Financial Officer.                      

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AMENDMENT OF THE CERTIFICATE OF INCORPORATION 
TO CHANGE THE NAME OF THE CORPORATION 

 The Board of Directors of Dickie Walker Marine has adopted a resolution
to change the name of the corporation from Dickie Walker Marine, Inc. to        
"China Stationery and Office Supply, Inc."  The holders of shares               
representing a majority of the voting power of Dickie Walker Marine's           
outstanding voting stock have given their written consent to the resolution.    
Under Delaware corporation law, the consent of the holder of a majority of      
the voting power is effective as shareholders' approval. We will file the       
Amendment with the Secretary of State of Delaware on or after July 17, 2006,    
and it will become effective on the date of such filing (the "Effective Date"). 

The primary purpose of the name change is to better represent the     
corporation's business.  The corporation recently acquired 90% of the capital   
stock of Ningbo Binbin Stationery Co., Ltd. ("Binbin"), a corporation           
organized under the laws of the People's Republic of China.  Binbin             
manufactures and markets office supplies, including stationery, hole            
punchers, staplers, pens and pencils, rubber stamps, felt markers, and          
numerous other items, all of which are sold through a worldwide network of      
distributors.   Because the corporation's primary business will be the          
business carried out by Binbin, the Board of Directors and majority             
shareholders have determined to change the corporation's name to better         
indicate the nature of the corporation's business.                              

EXCHANGE OF STOCK CERTIFICATE   

Certificates for the corporation's common stock that recite the name  
"Dickie Walker Marine, Inc." will continue to represent shares of the           
corporation after the Effective Date.  If, however, a shareholder wishes to     
exchange his certificate for a certificate reciting the name "China             
Stationery and Office Supply, Inc." after the Effective Date, he may do so by   
surrendering his certificate to the corporation's Transfer Agent with a         
request for a replacement certificate and the appropriate stock transfer fee.   
Dickie Walker Marine's Transfer Agent is:                                       

Corporate Stock Transfer, Inc.    
      3200 Cherry Creek Drive South, Suite 430
Denver, CO 80209                  
303-282-4800                      
303-282-5800 (fax)                

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AMENDMENT OF THE CERTIFICATE OF INCORPORATION     
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK     

The Board of Directors of Dickie Walker Marine has unanimously adopted
a resolution to amend the Certificate of Incorporation to effect a reverse      
split of Dickie Walker Marine's outstanding common stock at a ratio of 5:32     
(the "Reverse Split").  The holders of shares representing a majority of the    
voting power of Dickie Walker Marine's outstanding voting stock have given      
their written consent to the resolution. Under Delaware corporation law, the    
consent of the holders of a majority of the voting power is effective as        
shareholders' approval. We will file the Amendment with the Secretary of        
State of Delaware on or after July 17, 2006, and it will become effective       
on the date of such filing (the "Effective Date").                              

The Amendment to the Certificate of Incorporation provides that each  
thirty-two shares of common stock outstanding on the Effective Date will be     
exchanged for five post-Reverse Split shares of Dickie Walker Marine common     
stock ("New Common Stock").  No fractional shares or scrip will be issued;      
rather, shareholders who would otherwise be entitled to a fractional share      
as a result of the Reverse Split will be issued one whole share of New Common   
Stock in lieu of the fraction.                                                  

REASONS FOR APPROVING THE REVERSE STOCK SPLIT   

In partial exchange for the equity in Binbin, Dickie Walker Marine has
recently issued shares of Series A Preferred Stock that are convertible into    
60,000,000 shares of common stock.  That number, together with the currently    
issued and outstanding shares of common stock, exceeds the number of shares     
of common stock authorized for issuance by the corporation's certificate of     
incorporation.  As a result of the Reverse Split, the corporation will have     
an adequate number of authorized but unissued shares of common stock            
available for issuance upon conversion of the Series A Preferred Stock.         

 Other than the conversion of the Series A Preferred Stock, the Board of
Directors does not have any specific plan, commitment, arrangement,             
understanding or agreement, oral or written, that contemplates the issuance     
of additional shares after the Reverse Split.  However, the Board of            
Directors believes that the Reverse Split is appropriate for two general        
reasons:                                                                        

*  Dickie Walker Marine intends to raise capital to fund the          
operations of Binbin.  In connection with such financing        
 activities, Dickie Walker Marine is likely to issue a significant
number of shares of common stock.  The Reverse Split will make  
authorized shares available for that purpose.                   
*  Unless the number of outstanding shares is reduced by the Reverse  
Split, the number of shares outstanding upon conversion and/or  
upon the issuance of additional shares to investors will be so  
 great that the per share value of the corporation's stock will be
very small.  The Board of Directors believes that it will not be
in the best interests of the corporation to have a very low per 
share stock price.  The Board hopes that the Reverse Split will 
result in a higher per share market price of the common stock.  

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A low stock price can have the effect of reducing the liquidity of a  
corporation's stock.  If a security does not trade on a stock exchange and      
has a market price that is less than $5.00 per share, the stock qualifies as    
a "penny stock." SEC Rule 15g-9 under the Securities Exchange Act of 1934       
imposes additional sales practice requirements on broker-dealers that           
recommend the purchase or sale of penny stocks to persons other than those      
who qualify as an "established customer" or an "accredited investor."  Most     
institutional investors will not invest in penny stocks, and many brokerage     
firms will discourage their customers from purchasing penny stocks and will     
not recommend a penny stock to their customers. Additionally, the brokerage     
commissions on the purchase or sale of stock with a relatively low per share    
price generally tend to represent a higher percentage of the sales price than   
the commission charges on a stock with a relatively high per share price.       
The Board of Directors believes these issues are best addressed by increasing   
the value per share of the common stock, which will occur as a result of the    
Reverse Split.                                                                  

After the Reverse Split and the conversion of the Series A Preferred  
Stock, there will be 50,000,000 common shares authorized and approximately      
11,988,752 common shares outstanding.  The Board of Directors will be           
authorized to issue the remaining 38,011,248 shares of Common Stock without     
having to obtain the approval of the Corporation's shareholders.  Delaware      
law requires that the Board use its reasonable business judgment to assure      
that Dickie Walker Marine obtains "fair value" when it issues shares.           
Nevertheless, the issuance of the additional shares would dilute the            
proportionate interest of current shareholders in Dickie Walker Marine.  The    
issuance of the additional shares could also result in the dilution of the      
value of common shares now outstanding, if the terms on which the shares were   
issued were less favorable than the current market value of Dickie Walker       
Marine' Common Stock.                                                           

 The amendment of the Certificate of Incorporation to effect the Reverse
Split, with the resulting increase in the authorized but unissued common        
stock, is not being done for the purpose of impeding any takeover attempt,      
and Management is not aware of any person who is acquiring or plans to          
acquire control of Dickie Walker Marine.  Nevertheless, the power of the        
Board of Directors to provide for the issuance of shares without shareholder    
approval has potential utility as a device to discourage or impede a takeover   
of Dickie Walker Marine.  In the event that a non-negotiated takeover were      
attempted, the private placement of stock into "friendly" hands could make      
Dickie Walker Marine unattractive to the party seeking control of Dickie        
Walker Marine.  This would have a detrimental effect on the interests of any    
stockholder who wanted to tender his or her shares to the party seeking         
control or who would favor a change in control.                                 

GENERAL EFFECT OF THE REVERSE STOCK SPLIT ON CAPITAL STOCK    

The New Common Stock will not be different from the common stock held 
by Dickie Walker Marine's stockholders prior to the Reverse Split.  The         
stockholders will have the same relative rights following the Effective Date    
as they had prior to the Effective Date, except to the extent the proportion    
of shares that they own is affected by the rounding up of fractional shares.    

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EXCHANGE OF STOCK CERTIFICATE     

 On the Effective Date, the outstanding certificates representing shares
of Dickie Walker Marine' common stock will be automatically converted into      
certificates representing shares of New Common Stock.  It is not necessary      
for a shareholder to obtain a replacement certificate in order to be            
registered in the record books of the corporation as the owner of the           
appropriate number of shares of New Common Stock.  Every shareholder who        
wishes to receive a replacement certificate, however, may do so by              
surrendering to the Transfer Agent his certificate representing shares of       
pre-Reverse Split common stock.  In exchange, he will receive a replacement     
certificate representing the appropriate number of shares of New Common         
Stock.  The name and address of the Transfer Agent are stated above.            

NO DISSENTERS RIGHTS        

 Under Delaware law, shareholders are not entitled to dissenters' rights
with respect to any of the transactions described in this Information Statement.

*      *       *       *       *        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
		7/17/06		2		5
		6/26/06		2					8-K/A,  DEF 14C
Filed on:		6/13/06
For Period End:		6/12/06
		6/9/06		3
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