To: SSP who wrote (26779 ) 2/11/2000 9:27:00 AM From: Jim Bishop Respond to of 150070
From MGHC's filing: ---------------------- ITEM 1. DESCRIPTION OF BUSINESS Millennium Group Holdings, Inc. ("MGH" or the "Company"), a Delaware corporation, provides consulting services and investing in development stage companies and projects demonstrating promise for future growth. The Company has the capability for administering and monitoring client companies as to performance against plans, adherence to strategy, ability to finance after initial investment, as well as tactical advice so that each company might take advantage of short- term opportunities. The executive officers and other personnel of the Company have experience, which allows the Company to focus on virtually every aspect of the business mix of each client company. One of the most important needs of an emerging company is the need to develop the ability to sell its products or services on a sustained basis. Company personnel are equipped to provide specific strategies to client companies to develop these abilities. A second activity of the Company is the evaluation of target companies and businesses for acquisition. The Company believes that its nurturing process for developing businesses will provide candidates that will prosper from initial capital infusion and that these companies may add further growth from participation in the public capital markets. Currently the Company is engaged in providing services as follows: Caribbean Funding Corporation, a Delaware Corporation, has a verbal agreement with the Company to sell 40% of the company to MGH in exchange for funding in the amount of five hundred thousand dollars ($500,000). The Company is in the process of completing its part of the agreement, subject to the acquisition of the required funding. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Plan of operation The Company has never received any revenues during its existence. The Company will continue to finance operations from advantageous business relationships and from the sale of its securities. There is no assurance that this kind of financing can be found on a continuous basis. Results of operations During 1999, the Company purchased equipment of $2,210 and 300,000 shares of a start-up company for $92,000. The deferred tax asset increased by $22,810 due to increased tax loss carryforwards. The Company paid down its outstanding bridge loans by $38,000 (See Note D of the Financial Statements for additional information). Interest payable increased $47,045 due to the continued accrual of interest on bridge loans outstanding and the issuance of debentures during 1999. Accounts payable and accrued expenses decreased $7,050 from 1998 to 1999 as the Company paid outstanding payables. Funds received from the issuance of debentures as well as received from stock subscriptions were the primary source of funds for the Company during 1999. During 1999, the Company's total expenses increased $248,657 or 186% from 1998. The consulting fees increased $222,637 or 458% from 1998. The consulting fees are primarily composed of the payment for services rendered by the Company's officers. The Company had kept the compensation of the officers low in prior years as the Company had low levels of cash. Therefore, in 1999 when the Company received the funds from the issuance of the debentures, the Company increased the officer's compensation. Their compensation may be decreased in the future if cash levels decrease again. Interest expenses increased $23,099 or 68% in 1999 from 1998 due primarily to the issuance of the debentures during 1999. (See Note E of the Financial Statements for additional information) Other general and administration expenses increased $6,093 or 58% in 1999 from 1998 due to overall increased costs of operations (telephone, utilities, insurance). Professional fees decreased $3,383 or 15% in 1999 from 1998 due to decreased legal services required in 1999. -------------------- ITEM 8. DESCRIPTION OF SECURITIES The Company's Articles of Incorporation, as amended, authorize the issuance of 100,000,000 shares of Common Stock, par value $.001 per share. On March 25, 1999, the Company's board of directors authorized a 35 to 1 reverse split. All share amounts have been adjusted for this split. As of December 31, 1999 there were 54,840,725 shares of Common Stock outstanding. On all matters submitted to a vote of shareholders each holder of Common Stock has the right to one vote for each share held of record. Holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to shares of Common Stock. All shares are fully paid and non-assessable. Delaware law does not require shareholder approval for the issuance of authorized but unissued shares of Common Stock. Such issuances may be for a variety of corporate purposes including future public and private offerings to raise additional capital or to facilitate corporate acquisitions.