MGHC here's part of their filing:
TYPE: 10-12B
SEQUENCE: 1
DESCRIPTION: FORM 10-SB(B) FOR MILLENNIUM GROUP HOLDINGS INC.
US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SEC FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
MILLENNIUM GROUP HOLDINGS, INC.
---------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 04-3401858
-------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
230 Boylston Street, Chestnut Hill, MA 02467
--------------------------------------------
(Address of Principal executive offices)
(617) 964-2440
--------------
(Issuer's telephone number)
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock OTCBB
Securities to be registered pursuant to Section 129(g) of the Act.
Common Stock, $.001 par value
ALL COMMON STOCK DATA HAS BEEN ADJUSTED TO REFLECT A 35:1 REVERSE SPLIT EFFECTED
MARCH 25, 1999
PART I
(Note: The Company has elected to follow Disclosure Alternative 3 in the
preparation of this Registration Statement.)
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.
2
ITEM 3. DESCRIPTION OF PROPERTY
The Company leases its approximately 1,100 square feet of executive office space
at 230 Boylston Street, Chestnut Hill, MA. 02467 for $1,500.00 per month, The
Company is a tenant at will. Should the Company be required to relocate its
offices, management believes that replacement space is readily available in the
same general area.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the security ownership, as of December 31, 1999
of (a) each officer or director and (b) each person or firm owning 5% or more of
the Company's Common Stock.
Name and Address Amount and Nature Percent of
Title of Class of Beneficial Owner of Beneficial Owner Class
-------------- ------------------- ------------------- ----------
Common Robert M. Felleman 15,000,000 27.4%
President
230 Boylston Street
Chestnut Hill, MA 02467
Common Ethan L. Felleman 5,715 .0001%
Vice President
230 Boylston Street
Chestnut Hill, MA 02467
Common MLS Niphix, LTD. 16,519,109 30.1%
80 Everett Ave. #221
Chelsea, MA 02150
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Robert M. Felleman - Chairman, President, Treasurer and Director
Robert M. Felleman is a lawyer by training, but a businessman by profession. Mr.
Felleman holds a BA from Middlebury College in Vermont, a Master of Science
degree from the London School of Economics, and a JD degree from Boston College
Law School. Mr. Felleman has been a trial attorney as well as an instructor in
law. Currently, Mr. Felleman is also President of Caribbean Funding Corp., a
mortgage-lending corporation that was established to service real estate buyers
throughout the Caribbean. Mr. Felleman is also the -President of Half Moon Bay,
Ltd., an ongoing luxury villa development in St. Kitts, West Indies. Mr.
Felleman is also a partner in - and owner of - Monarch Development Corp., a
residential development company concentrating on development projects throughout
New England. Finally, Mr. Felleman is President and owner of Monarch Financial
Associates, a commercial mortgage company.
Ethan L. Felleman - Vice President, Secretary and Director
Mr. Felleman studied business at NorthEastern University in Boston, and received
his BA from the University of Massachusetts. Mr. Felleman currently is a
licensed Real Estate salesman working in the Boston real estate brokerage
business. Mr. Felleman is also a part owner of Monarch Financial Associates as
well as a part owner of Monarch Development Corp. Mr. Ethan Felleman is the son
of Robert.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets out the compensation paid on a cash basis for the year
ended December 31, 1999 to (i) the Company's highest paid officer or director
and (ii) the Company's officers and directors as a group.
Name or Identity of Group Title Compensation
------------------------- ----- ------------
Robert M. Felleman President Consulting: $118,225
Treasurer, Chairman
Director
Ethan L. Fellman Vice President Consulting: $6,000
Secretary, Director
3
Consulting fees were paid in lieu of salary because of the uncertainty of the
Company's cash position. In addition, the following shares of stock were issued
for services performed.
Name Shares
---- ------
Robert M. Felleman 32,880,784
Ethan L. Felleman 5,715
Roger N. Carlsten 30,000
(Resigned as Secretary in
March, 1999)
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company pays consulting fees in cash and stock of the Company to the
officers of the Company as compensation of their services rendered in performing
the daily operations of the Company.
Caribbean Funding Corporation, a Delaware Corporation, has a verbal agreement
with Millennium Group Holdings, Inc. a mortgage-lending corporation that was
established to service real estate buyers throughout the Caribbean, to sell a
40% interest to the Company in exchange for funding in the amount of five
hundred thousand dollars ($500,000). Mr. Robert Felleman is President and 100%
owner of Caribbean Funding Corp.
On January 2, 1998 the Company had acquired a 20% interest in Half Moon Bay
Ltd., a real estate development company on St. Kitts, for a consideration of
$800,000 consisting of 400,000 shares of its Common Stock plus a Note for
$400,000. This transaction required that the Note be paid in full by January 2,
2002. As the Company lacked the resources to pay the interest on the Note, a
settlement was reached with the sellers and the Note and stock were cancelled as
of November 1, 1999 in exchange for a return of the investment. No gain or loss
was recognized by the Company on this transaction. The Company incurred no
interest expense in 1998 and in 1999 on the Note. Mr. Robert Felleman is
President and 20% owner of Half Moon Bay, Ltd.
In August 24, 1999 MLS-NIPHIX, Ltd., a Delaware corporation engaged in business
development and investments, acquired 16,519,109 shares of the Company's Common
Stock from Robert Felleman and in connection with that transaction the Company
made a $92,000 cash investment in MLS-NIPHIX, Ltd. in exchange for 350,000
shares of MLS-NIPHIX, Ltd. Common Stock.
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. |
