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Marmion Industries Corp – ‘PREM14C’ for 3/21/02

On: Friday, 3/29/02 · For: 3/21/02 · Accession #: 891618-2-1530 · File #: 0-31507

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/29/02  Marmion Industries Corp           PREM14C     3/21/02    1:34K                                    Bowne - Palo Alto/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Information Statement                     14     63K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Amendment of Charter, By-Laws or Other Documents Authorization or Issuance of Securities Otherwise Than for Exchange Compensation of Directors and Executive Officers Date, Time, and Place Information Directors and Executive Officers Dissenters' Rights Financial and Other Information Independent Public Accountants Mergers, Consolidations, Acquisitions and Similar Matters Other Proposed Actions Voting Securities and Prinicpal Shareholders
1	1st Page - Filing Submission
4	Item 1. Date, Time, and Place Information
5	Item 2. Dissenters' Rights
"	Item 6. Voting Securities and Prinicpal Shareholders
8	Item 7. Directors and Executive Officers
11	Item 8. Compensation of Directors and Executive Officers
"	Item 9. Independent Public Accountants
"	Item 11. Authorization or Issuance of Securities Otherwise Than for Exchange
12	Item 13. Financial and Other Information
"	Item 14. Mergers, Consolidations, Acquisitions and Similar Matters
13	Item 19. Amendment of Charter, By-Laws or Other Documents
"	Item 20. Other Proposed Actions

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14C
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

PRECOM TECHNOLOGY, INC.

Payment of filing fee (check the appropriate box):

[ ] No fee required

[X] 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, par value $.001.

(2) Aggregate number of securities to which transaction applies:
22,650,000

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: Average of bid and ask price
as of March 22, 2002 ($.255/$.505) equals $0.38 per unit.

(4) Proposed maximum aggregate value of transaction: $8,607,000

(5) Total fee paid: $1,721.40

[ ] 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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PRECOM TECHNOLOGY, INC.
2001 West Main Street, Suite 208
Stamford, CT 06902
April 3, 2002

Dear Shareholder:

The enclosed Information Statement is being furnished to shareholders of record
on March 21, 2002, of Precom Technology, Inc. ("we", "our"), a Florida
corporation, in connection with the following actions taken in lieu of an annual
meeting by written consent of holders of a majority of the outstanding shares of
our common stock entitled to vote:

1. To elect the following as directors of the company to serve until the
next annual meeting of shareholders:

Nicholas Calapa
Robert Hipple
Rodney Read

2. To appoint Moffitt & Company, PC, of Scottsdale, Arizona as auditors
of the company for the year 2002.

3. To reverse split our common stock at a ratio of 2-for-1.

4. To acquire all of the issued and outstanding shares of stock of CGI
International Holdings, Inc. ("CGI"), as a wholly-owned subsidiary in
exchange for 20,000,000 post-split shares of our common stock, par
value $.001 ("Common Stock") subject to satisfaction of the terms and
conditions contained in the Share Exchange Agreement attached as
Exhibit to the Annual Report on Form 10-K which is being mailed to you
with this letter, and with the attached Information Statement, and as
Exhibit 1 to the Report on Form 8-K filed with the SEC on March 22,
2002.

5. To amend our Certificate of Incorporation to change our corporate name
to Concilium Group, Inc.

6. To approve adoption of the Concilium Group, Inc. 2002 Stock Option
Plan.

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

On February 25, 2002, our board of directors fully reviewed and unanimously
approved each of the six matters listed above, including the Share Exchange
Agreement with CGI and its shareholders ("the "Share Exchange Agreement") dated
February 25, 2002. CGI's shareholders approved the Share Exchange Agreement on
March 8, 2002. Our board of directors has determined that the consideration
provided in the Share Exchange Agreement is fair to our shareholders. On
February 25, 2002, shareholders of the Company holding approximately 54

PREM14C 3rd Page of 14 TOC 1st Previous Next ↓Bottom Just 3rd
percent of our outstanding common stock executed a written consent in favor of
each of the six proposals described in this letter and the Information Statement
mailed to you with this letter. Although the approval of the six items by the
board of directors and by the written consent of the holders of a majority of
the outstanding stock of the company is sufficient to authorize the items under
Florida corporation law, under federal law these proposals will not be effective
until at least 20 days after the attached Information Statement has first been
sent out to all our shareholders.

By Order of the Board of Directors,

/s/ Nicholas M. Calapa

Nicholas M. Calapa, President

PREM14C 4th Page of 14 TOC 1st Previous Next ↓Bottom Just 4th
GENERAL INFORMATION

This Information Statement is being sent to you by our board of directors in
connection with the following actions taken by written consent of holders of a
majority of the outstanding shares of our common stock entitled to vote on the
actions. This action has been taken by written consent of a majority of the
shareholders of the company instead of at an annual meeting of shareholders and
no annual meeting will be held. The actions approved by unanimous vote of the
board of directors and by written consent of a majority of the common shares
outstanding are:

To effect a reverse split of our common stock on the basis of one new share
for each two shares of common stock held currently by each shareholder.
Following this reverse split, we will have 1,064,410 shares of common
stock, par value $.001, outstanding.

To acquire all of the issued and outstanding shares of stock of CGI
International Holdings, Inc. ("CGI"), a Delaware corporation, as a
wholly-owned subsidiary, in exchange for the issuance of 20,000,000
post-split shares of our common stock to the CGI shareholders, subject to
satisfaction of the terms and conditions included in the Share Exchange
Agreement dated February 25, 2002. The Share Exchange Agreement is included
as Exhibit 1 to Form 8-K, filed with the Securities and Exchange Commission
("SEC") on March 22, 2002, incorporated by this reference. A copy of the
Form 10-K Annual Report and a copy of the 8-K report are being sent to you
with this Information Statement. If the conditions to completing the
transaction listed in the Share Exchange Agreement are satisfied, then,
under federal law, this transaction will be effective on the 21st day after
this Information Statement was mailed to you.

To amend our Certificate of Incorporation to change our corporate name to
Concilium Group, Inc.

To elect as directors of the Company the following individuals, to serve
until the next Annual Meeting or until their successors are elected:
Nicholas M. Calapa, Robert Hipple and Rodney Read.

To appoint Moffitt & Company, PC, of Scottsdale, Arizona, as our auditors
again for 2002.

To approve adoption of the Concilium Group, Inc. 2002 Stock Option Plan.

ITEM 1. DATE, TIME, AND PLACE INFORMATION

There WILL NOT be an Annual or Special Meeting of Shareholders of the Company.
No meeting is required under Florida Corporation Law when an action has been
approved by the written consent of holders of a majority of the outstanding
shares of our Common Stock, as in this case.

This Information Statement is first being mailed on or about April ___, 2002, to
the holders of Common Stock as of the Record Date, March 21, 2002. Under Federal
law the record date was

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determined as the date that the first public announcement was made of the Share
Exchange Agreement by the widely distributed press release on March 21, 2002 and
the filing of Form 8-K with the SEC on March 22, 2002.

PLEASE READ THE ENTIRE DOCUMENT. Further information is available by request or
can be accessed on the Internet. Precom is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and files annual and quarterly reports, proxy statements, Information
Statements and other information with SEC. Reports, proxy statements and other
information filed by Precom can be accessed electronically by means of the SEC's
home page on the Internet at http://www.sec.gov or at other Internet sites such
as http://www.freeedgar.com. You can read and copy any materials that we file
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the SEC's regional offices located at 500 West
Madison Street, Chicago, Illinois 60661. You can obtain information about the
operation of the SEC's Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, we have sent to you with this Information Statement
a copy of our Form 10-K Annual Report and the Form 8-K filed March 22, 2002,
with the SEC announcing the proposed acquisition, both of which include more
information about the actions being taken and include a copy of the Share
Exchange Agreement.

ITEM 2. DISSENTERS' RIGHTS

We are not aware of any material rights to challenge the six actions, taken by
unanimous vote of our board of directors and written consent of the holders of a
majority of our common stock outstanding, that our shareholders have either
under Federal law or under Florida law. Our shareholders do not have dissenters'
rights in connection with any of the actions that were approved as disclosed in
this Information Statement.

Under Florida Business Corporation Act Section 607.1602, our shareholders may
inspect and copy during regular business hours at the Company's principal office
the books and records of the Company if a shareholder of the Company provides us
with written notice of his or her demand and the date on which he or she wishes
to inspect and copy the books and records.

ITEM 6. VOTING SECURITIES AND PRINICPAL SHAREHOLDERS

The shares of Precom's common stock, par value $.001 ("Common Stock") are the
only voting securities currently outstanding. The holder of each share of our
Common Stock is entitled to one vote per share on all matters submitted to a
vote of the shareholders. As of March 21, 2002, the Record Date, there were
2,128,820 shares of our Common Stock outstanding. These shares will be split on
a 1 for 2 basis when the transactions disclosed in this Information Statement
are completed, as a result of which there will be 1,064,410 common shares
outstanding, before any shares of common stock are issued in connection with the
Share Exchange Agreement. There are currently no shares of preferred stock
outstanding.

The following table sets forth information concerning the current beneficial
ownership of our Common Stock, as of March 21, 2002, the Record Date, without
giving effect to the 1 for 2 reverse split of our shares, by (i) each person
known by us to be a beneficial owner of more than

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5% of our issued and outstanding stock; (ii) our officers and directors; and
(iii) the officers and directors as a group.

[Enlarge/Download Table]

Name and Address Amount of Shares Beneficially Owned Percent of Class
---------------- ----------------------------------- ----------------

Greenwich Financial Group 858,560 44.24%
2001 West Main Street, Suite 208
Stamford, CT 06902

Flashstar Funding Corp. 150,000(1) 7.73%(1)
2001 West Main Street, Suite 208
Stamford, CT 06902

Goldco Properties Limited Partnership 179,200 8.45%
22154 Martella Avenue
Boca Raton, FL 33433

Nicholas M. Calapa 429,280(2) 22.12%(2)
50 Myano Lane
Stamford, CT 06902

Bruce Keller 429,280(3) 22.12%(3)
600 Riversville Rd.
Greenwich, CT 06831

Officers and Directors as a Group 858,560(4) 44.24%(4)

(1) Flashstar Funding Corp. is a financial services client of Greenwich
Financial Group, but there is otherwise no relationship between these entities.

(2) Nicholas M. Calapa, is an Officer and Director of Precom, and does not
directly own any shares of Precom. However, Mr. Calapa is a fifty percent (50%)
shareholder of Greenwich New Venture Equity Fund doing business as Greenwich
Financial Group, which owns an aggregate of 858,560 shares of Precom. Therefore,
Mr. Calapa beneficially owns 429,280 shares (22.12%) of our Common Stock.

(3) Bruce Keller, an Officer and Director of Precom, does not directly own any
shares of Precom. However, Mr. Keller is a fifty percent (50%) shareholder of
Greenwich New Venture Equity Fund doing business as Greenwich Financial Group,
which own an aggregate of 858,560 shares of the Precom. Therefore, Mr. Keller
beneficially owns 429,280 shares (22.12%) of our Common Stock.

(4) Nicholas M. Calapa and Bruce Keller are our only Officers and Directors. As
stated above, Nicholas M. Calapa beneficially owns 429,280 shares of our Common
Stock and Bruce Keller beneficially owns, 429,280 shares of our Common Stock.
Therefore, the Officers and Directors own 858,560 shares (44.24%) of our common
stock.

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There are no shares of our voting stock that the persons listed above may
acquire within 60 days by exercise or conversion of options, warrants,
conversion privileges or other rights.

Securities Ownership of Certain Beneficial Owners and Management After the Share
Exchange

The following table sets forth information concerning the beneficial ownership
of our post split Common Stock following the Share Exchange by (i) each person
we believe will be a beneficial owner of more than 5% of the issued and
outstanding stock of the Company; (ii) the persons who will serve as officers
and directors of the Company after the closing of the Share Exchange; and (iii)
the designee officers and directors as a group.

[Download Table]

Amount of Shares
Name and Address Beneficially Owned Percent of Class
---------------- ------------------ ----------------

Greenwich Financial Group 3,008,560(1) 12.42%(1)
2001 West Main Street, Suite 208
Stamford, CT 06902

Nicholas M. Calapa 1,504,280(2) 6.21%(2)
50 Myano Lane
Stamford, CT 06902

Bruce Keller 1,504,280(3) 6.21%(3)
600 Riversville Rd.
Greenwich, CT 06831

Robert Hipple 6,106,240(4) 25.22%(4)
24 Waterview Drive
Ossining, NY 10562

Rodney B. Read 2,850,880 11.77%
7979 McLain Mountain Circle
Salt Lake City, Utah 84121

Drew Roberts 2,850,880 11.77%
2148 East 1300 South
Salt Lake City, Utah 84108

Aaron Nilsen 356,320 1.47%
1492 Marilyn Drive
Ogden, Utah 84003

Boyce Lowery 213,840 0.88%
PO Box 959
Draper, Utah 84020

Bradford Parkin 213,840 0.88%
4076 Cumberland Drive
Salt Lake City, Utah 84124

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[Download Table]

Dell Gailey 712,640 2.94%
4650 Westridge Drive
Fort Collins, Colorado 80526

Calvin Jones 712,640 2.94%
5524 Chaparral
Murray, Utah 84123

Officers and Directors as a Group 17,025,840(5) 70.31%(5)

(1) Greenwich Financial Group also will directly own 500,000 warrants to
purchase post split shares of the Company.

(2) Nicholas M. Calapa, will be a Director of the Company, but will not directly
own any shares of the Company. However, Mr. Calapa is a fifty percent (50%)
shareholder of Greenwich New Venture Equity Fund doing business as Greenwich
Financial Group, which will own an aggregate of 3,008,560 shares of the Company.
Therefore, Mr. Calapa will beneficially own 1,504,280 shares (6.21%) of our
Common Stock.

(3) Bruce Keller, who will not be an Officer or Director of the Company, and
does not directly own any shares of the Company. However, Mr. Keller is a fifty
percent (50%) shareholder of Greenwich New Venture Equity Fund doing business as
Greenwich Financial Group, which will own an aggregate of 3,008,560 shares of
the Company. Therefore, Mr. Keller beneficially will own 1,504,280 shares
(6.21%) of our Common Stock.

(4) Robert Hipple is Chairman and CEO of CGI International Holdings, Inc. and
will become Chairman and CEO of the Company. He will own or control 6,106,240
common shares of the Company either directly or beneficially after the
transaction.

(5) Robert J. Hipple, Nicholas M. Calapa, Rodney Read, Drew Roberts and Aaron
Nilsen will be Officers and Directors of the Company after the Share Exchange
and Boyce Lowrey, Bradford Parkin, Dell Gaily and Calvin Jones will be officers
of the newly acquired wholly-owned subsidiaries of the Company after the Share
Exchange. As stated above, Nicholas M. Calapa beneficially will own 1,504,280
shares of our Common Stock. Therefore, the Officers and Directors will own
17,025,840 shares (70.31%) of our outstanding Common Stock after the Share
Exchange Agreement and Reverse Split.

ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS

Our current executive officers and key employees, their ages, and present
positions with Precom are as follows:

[Download Table]

Name Age Position
---- --- --------

Nicholas M. Calapa 39 President & Director
Bruce Keller 64 Vice President, Secretary & Director

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Nicholas M. Calapa, President and Director. Mr. Calapa has been our President
and a Director since 1999. He has been the Vice President and a fifty percent
(50%) shareholder of Greenwich Financial Group since 1997 where he has worked as
an investment banking consultant. Prior to that time, for ten years he worked as
a financial consultant for the brokerage firm currently known as Salomon Smith
Barney. Mr. Calapa received his Bachelor of Arts Degree with a major in
Political Science from St. John's University in 1984. He also graduated with
minors in business and philosophy.

Bruce Keller, Vice President, Secretary and Director. Mr. Keller has been our
Vice President, Secretary and a Director since 1999. He has been the President
and a fifty percent (50%) shareholder of Greenwich Financial Group since 1997
where his responsibilities include overseeing the overall administration of such
company. Prior to that time, for five years he worked as a financial consultant
for Gilford Securities. Mr. Keller received his Bachelor of Science Degree in
Economics from the University of Pennsylvania in 1958 and his Master in Business
Administration Degree in Taxation from New York University in 1964.

Pursuant to the Share Exchange Agreement, Robert Hipple, President and Chief
Executive Officer of CGI, will be appointed the Company's President, CEO and a
director. Nicholas M. Calapa will resign as our President and CEO, but remain as
a director of the Company after the Share Exchange. Bruce Keller will resign
from his positions as our Vice President and Secretary and will not be
re-elected as a director. Rodney Read, currently Vice-President of CGI, will be
elected director of the Company.

Directors and Officers After the Share Exchange

[Download Table]

Name Age Proposed Position
---- --- -----------------

Robert Hipple 57 Chairman, President, CEO and
Director

Nicholas M. Calapa 39 Director

Rod B. Read 54 Vice President, Chief Operating
Officer and Director

Drew Roberts 44 Vice President and Chief Financial
Officer

Aaron Nilsen 32 Secretary and Corporate Counsel

Boyce F. Lowery 48 President, Concilium Insurance
Services, Inc.

Bradford K. Parkin 47 President, Concilium Real Estate
and Mortgage Services, Inc.

Dell Gailey 49 Vice-President, Concilium Planning
Group, Inc.

Calvin K. Jones 48 President, Concilium Merchant
Capital Group, Inc.

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Robert Hipple, President, CEO & Director. Robert Hipple's professional
background consists of more than 30 years of experience in international and
domestic tax, securities and intellectual property law and public company
management. He has extensive experience in international business, having served
as the director and president of active business companies in the UK, France,
and Hong Kong. He practiced international tax, business and securities law for
more than 25 years and was a founder and director of a national bank holding
company. He has served as an officer and director of several NYSE, AMEX, and
NASDAQ companies, including positions as Executive Vice President and Chief
Operating Officer, Chief Financial Officer, Chief Administrative Officer and
General Counsel. Mr. Hipple has served as an Associate Professor of Law and
Director of the Graduate Tax Law Program at Emory University Law School and is
widely published in the law profession, including having co-authored a
multi-volume bankruptcy law treatise. He received his MBA in Business/Finance at
Emory University, his LLM in Taxation at Georgetown University, his JD with a
Business emphasis at Georgetown Law School and his BA in Economics at Wesleyan
University.

Nicholas M. Calapa, Director. (See earlier biography)

Rodney B. Read, Director, Vice President and Chief Operating Officer. Rod Read
has over 30 years of experience in all aspects of business operations. He served
as the Chief Operating Officer for I.R.A.D., an internet service provider, and
was responsible for sales, marketing, product development, and the daily
operations for the company. He has an extensive background in marketing,
advertising, and operations, having served as Vice-President of Marketing and
Franchise Development for several national restaurant chains. Additionally, he
served as President and CEO of Remark Company, an advertising display company
that designed and manufactured display products for clients including Proctor &
Gamble and Marriott Hotels. Rod received his BS degree from Indiana University
and MBA from Loyola University in Chicago.

Drew Roberts, Vice President and Chief Financial Officer. Drew Roberts has 16
years experience in all facets of financial management and has outstanding
educational credentials and broad business experience. Most recently, he served
as Vice President of First Security Bank's Trust Systems and Accounting where he
was responsible for $17 billion in trust assets and also functioned as the Trust
Compliance Officer. In addition, he served as CFO of H.R. Enterprises with
responsibility for all financial services. Drew received both his BA degree in
Finance and his MBA from the University of Utah.

Aaron Nilsen, Secretary and Corporate Counsel. Aaron Nilsen earned his BA degree
in Editorial Journalism from the University of Washington and obtained his JD
from the University of Utah College of Law, where he earned recognition as a
Leary Scholar (awarded to the top 20%) and served as Senior Staff on the Law
Review.

Boyce F. Lowery, President, Concilium Insurance Services, Inc. Boyce Lowery has
nearly 25 years of diverse experience in the insurance and financial services
industry. Most recently, he served as Executive Vice-President and Chief
Operating Officer for an insurance agency and a broker-dealer, each of which
focused on bank channel marketing. Boyce is also co-founder of PIE Technologies,
Inc., a financial services software development firm located in Midlothian, VA,
and continues to serve on its board of directors. He received his BS in
Management from

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Bob Jones University and his Chartered Life Underwriter and Chartered Financial
Consultant designations from the American College in Bryn Mawr, PA.

Bradford K. Parkin, President, Concilium Real Estate and Mortgage Services, Inc.
Brad Parkin brings a broad range of experience in brokerage, acquisition,
financing, and syndication marketing of commercial and residential real estate
and securities. His activities have included marketing large private placement
real estate offerings of a prominent Boston based syndication and management
firm to high net worth clients, including the prized NYC portfolio of the
MacArthur Foundation. He served for several years as a Vice President of Sales
for both Shearson Lehman and Smith Barney in Los Angeles before forming and
operating a California mortgage company that quickly dominated its market. Brad
earned his BS in Finance at Brigham Young University.

Dell Gailey, Vice-President, Concilium Planning Group, Inc. Dell Gailey has more
than 30 years management experience encompassing operations, business
development, marketing, and finance. He has served as CFO, Controller, Director
of Operations, and Vice President for various businesses including Fortis
Financial, Great Western, Inc., and Otten Management. Dell has been instrumental
in developing many financial products, programs, and strategies for these
companies addressing the challenges faced by the highly compensated and
affluent. He received his MBA with honors from the University of Utah with
emphasis in Operations and Logistics.

Calvin K. Jones, President, Concilium Merchant Capital Group, Inc. Cal Jones has
served as the managing director of Securities American, Inc., where he handled
approximately 150 client portfolio accounts and was a top-producing broker in
equity sales among 1,000 brokers nationwide. He subsequently started his own
business, Calvin K. Jones Stockbroker Inc., and in a twelve-month period took
the company from zero clients and sales to over 350 clients and $750,000 in
sales. Cal received his MBA from Westminster College and BA degree in Speech
Communications from the University of Utah. He holds Series 7, 24, 63 and 65
licenses.

ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Nicholas M. Calapa and Bruce Keller have served as our only directors and
officers. No compensation has been paid to any officer or director of the
Company in 1999, 2000, or 2001.

ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS

We approved re-appointment of the company's current accountant, Moffitt &
Company, P.C., of Scottsdale, Arizona, Certified Public Accountants as the
Company's independent public account for 2002. Moffitt & Company, PC, has served
as auditor for the company since 2000.

ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE

As set forth in the Share Exchange Agreement, the Company will also issue to
Compound Capital, Inc. and iCapital Corporation 500,000 post split restricted
shares each of its common stock, par value $0.001, pursuant to the Financial
Consulting Services Agreement between

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Compound Capital, Inc., iCapital Corporation and CGI's predecessor in interest.
The Financial Consulting Services Agreement provides that Compound Capital, Inc.
and iCapital Corporation will provide business and financial consulting
services, including the identification of merger candidate, in exchange for the
shares of Company stock identified above.

Additional information regarding this transaction can be found in our Form 8-K,
filed with the SEC on March 22, 2002, which contains a complete copy of the
Financial Consulting Services Agreement. A copy of the Form 8-K has been also
sent to you with this Information Statement.

The Company will also issue, pursuant to the Share Exchange Agreement, 1,650,000
post split restricted shares of the Company's common stock to Greenwich
Financial Group, Inc. At Closing, we have agreed to issue 50,000 shares of
Precom Common Stock to Greenwich Financial Group, Inc. ("GFG") for business
consulting services. These 50,000 shares will be included in a registration
statement on Form S-8, which we have agreed to prepare and file with the SEC
after closing the Share Exchange Agreement transaction.

Under the Share Exchange Agreement, we also have agreed to issue 1,600,000
common shares to GFG in consideration for its services in connection with the
negotiation and closing of the Share Exchange Agreement. We have agreed to use
our reasonable best efforts to register 600,000 of these shares on Form SB-2 to
be filed with the SEC within 45 days after closing of the Share Exchange
Agreement.

Also pursuant to the Share Exchange Agreement, the Company will issue 500,000
post split warrants to GFG to purchase the Company's common stock at $2.00 per
share for a period of three (3) years subsequent to Closing. A copy of the
Warrant Agreement is attached as part of the Share Exchange Agreement which is
Exhibit 1 to our Form 8-K, filed March 22, 2002 with the SEC, which is being
sent to you with this Information Statement.

ITEM 13. FINANCIAL AND OTHER INFORMATION

Current year-end information for 2001 regarding the Company is contained in the
Annual Report of the Company on Form 10-K filed with the SEC on March __, 2002.
The Form 10-K is incorporated by reference and a copy is being sent to you with
this Information Statement.

ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS

On February 25, 2002, our board of directors fully reviewed and unanimously
approved the Share Exchange Agreement with CGI and its shareholders. Our board
of directors has determined that the consideration provided in the Share
Exchange Agreement is fair to our shareholders. A majority of the holders of the
common stock of the Company already have consented in writing to the completion
of the transaction, which is sufficient under Florida law to approve the
transaction.

Pursuant to the Share Exchange Agreement, the Company will acquire all of the
issued and outstanding shares of stock of CGI, which will become a wholly-owned
subsidiary of the Company, in exchange for the issuance of 20,000,000 post split
shares of our common stock,

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subject to satisfaction of the terms and conditions in the Share Exchange
Agreement. CGI currently has four wholly-owned subsidiaries: Concilium Insurance
Services, Inc., Concilium Real Estate and Mortgage Services, Inc., Concilium
Planning Group, Inc. and Concilium Merchant Capital Group, Inc., all four of
which will also become subsidiaries of the Company. It is expected that all of
the terms and conditions will be met and that the Share Exchange will be
completed on the 21st day after the mailing of this Information Statement to
you, in compliance with federal law

Greenwich Financial Group, Greenwich New Equity Fund, LLC, Flashstar Funding
Corporation and Goldco Properties Limited Partnership, representing
approximately fifty-four percent (54%) of the outstanding shares of common stock
of the Company, have consented in writing to the actions described in this
Information Statement. Under the Florida Business Corporations Act, Section
607.0704, written consent of a majority of the shares outstanding and entitled
to vote is sufficient to authorize and approve the actions consented to without
a meeting of shareholders or an actual vote. Federal law, however, requires that
we send you this Information Statement disclosing the transactions being taken
at least twenty (20) day prior to the effective date of the transactions. The
transactions described are expected to be effective on approximately April 30,
2002.

THERE WILL BE NO ANNUAL OR SPECIAL MEETING OF SHAREHOLDERS AND
YOU ARE NOT BEING ASKED FOR A PROXY

The Share Exchange Agreement is described in more detail in and is attached to
our Form 8-K filed March 22, 2002, with the SEC.

ITEM 19. AMENDMENT OF CHARTER, BY-LAWS OR OTHER DOCUMENTS

Pursuant to the Share Exchange Agreement, the Company will amend its Articles of
Incorporation to change the name of the Company to Concilium Group, Inc.

ITEM 20. OTHER PROPOSED ACTIONS

As part of the acquisition of CGI, the Company will also adopt the existing
Stock Option Plan of CGI, which will be titled as the Concilium Group, Inc. 2002
Stock Option Plan (the "Plan"). This Plan is designed to encourage key
management employees of the Company and its subsidiaries and its non-employee
directors to acquire a proprietary interest in the Company. It is expected that
this proprietary interest will encourage option grantees to remain with the
Company and will help to attract new employees and qualified outside directors.

Under the terms of the Plan, options to acquire a total of 2,321,410 shares of
common stock can be issued to key employees, as determined by the Compensation
Committee of the board of directors of the Company. The Compensation Committee
will be made up of at least three independent (non-employee) members of the
board of directors, to be appointed in the future. Only full time employees of
the Company and non-employee directors are eligible for stock option awards, and
any grants will be at an exercise price of the greater of the fair market value
of the stock at the time of the grant or the par value of the stock. The options
may not be

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exercised until after twelve months of continued employment following the date
the option is granted, and then may be exercised as to 50 percent of the grant
when the price of the stock on a national securities exchange exceeds 125
percent of the exercise price for ten consecutive trading days, and as to the
other 50 percent when the price of the stock on a national securities exchange
exceeds 150 percent of the exercise price for ten (10) consecutive trading days,
but in any case only during an employee's continued employment. Non-employee
directors receive an automatic grant of options to acquire 2,500 shares at
current fair market value at each annual meeting anniversary date, provided that
service as a director continues. A copy of the Concilium Group, Inc. 2002 Stock
Option Plan is attached as Exhibit _____ to the Form 10-K which we filed with
the SEC on March _____, 2002. A copy of that Form 10-K is being sent to you with
this Information Statement.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this Information Statement to be signed on its behalf by
its undersigned authorized officer.

Precom Technology, Inc.

Dated: March _____, 2002

/s/ Nicholas M. Calapa
-------------------------------
Nicholas M. Calapa
President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PREM14C’ Filing	Date	First	Last	Other Filings

	4/30/02	13
	4/3/02	2
Filed on:	3/29/02
	3/22/02	1	13	8-K
For Period End:	3/21/02	2	5
	3/8/02	2		8-K
	2/25/02	2	12
				List all Filings

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Filing Submission 0000891618-02-001530 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Marmion Industries Corp – ‘PREM14C’ for 3/21/02

On: Friday, 3/29/02 · For: 3/21/02 · Accession #: 891618-2-1530 · File #: 0-31507

Previous ‘PREM14C’: ‘PRE 14C’ on 7/3/01 for 9/30/01 · Latest ‘PREM14C’: This Filing

Preliminary Proxy Information Statement — Merger or Acquisition — Schedule 14CFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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