UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
MILLENIUM HOLDING GROUP INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
60037R 10 1
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(CUSIP Number)
Richard Ham
MILLENIUM HOLDING GROUP INC.
3800 Old Cheney Road Suite 101-222 Lincoln, NE 68516.
402 434 5690
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 15, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 60037R 10 1 PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Ham
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Individual US citizen
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7 SOLE VOTING POWER
1,468,436
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,468,436
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,468,436
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 60037R 10 1 PAGE 3 OF 6 PAGES
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ITEM 1. SECURITY AND ISSUER
The equity securities are Common Stock. The name and address of the
executive offices of the issuer is:
Millenium Holding Group Inc.
3800 Old Cheney Road Suite 101-222
Lincoln, NE 68516.
(a) Richard L. Ham
(b) Business address is 3800 Old Cheney Road Suite 101-222 Lincoln, NE
68516.
(c) President of Millenium Holding Group
(d) During the past five years the reporting person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The reporting person has not, during the past five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and is not subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States Citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 15, 2000 the company purchased the following proprietary
products from Mr. Ham who is the President of the company as well as the
beneficial owner of the majority of the registrant's common shares of the
company.
1. Two proprietary life insurance product prototypes including, but not
limited to their designs, actuarial science (including pricing and
reinsurance), marketing research and development and contract forms.
2. Two proprietary life insurance product rider prototypes including, but
not limited to their designs, actuarial science (including pricing and
reinsurance), marketing research and development and contract forms.
3. Other life and annuity products. No prototypes. Designs, actuarial
science, marketing research and development and contract forms.
4. One surety product prototype including, but not limited to its design,
legal contract form, marketing and research and development and trust
documents associated with the surety business.
5. Long-term care product prototypes including, but not limited to; its
design (which includes variations of base product), actuarial science
(including pricing and reinsurance), marketing research and
development and contract forms.
6. Project plan for the organizational computer hardware and software
system and it integration with the Internet.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 60037R 10 1 PAGE 4 OF 6 PAGES
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Mr. Ham received from the company the actual costs expended by him in
the development of the products in the form of 1,468,436 restricted (R 144)
shares of the common stock of the company. Mr. Ham's actual cost was $734,218.00
and is the only amount considered by the Board of Directors. The information
above stated is set out in an 8K filed with the Securities Exchange Commission
and by reference incorporated herein.
ITEM 4. PURPOSE OF TRANSACTION
The reporting person acquired the securities through a sale of proprietary
products as described in Item 3. The products sold to the issuer will
benefit the issuer in its efforts to meet its business objectives.
(a) The reporting person who is also the president of the issuer has no
plans, which relate or would result in the acquisition by any person
of additional securities of the issuer, or the disposition of
securities of the issuer.
(b) The reporting person had no plans for an extraordinary transaction
when it received its stock. There are plans at this time to acquire an
insurance company as more fully set forth in the issuers 8K.
(c) There has not been nor is there now a plan or proposal to transfer a
material amount of the assets of the issuer. It does not have a
subsidiary.
(d) There is no plan to change the present board of directors at this
time.
(e) There is no plan to materially change the capitalization of the
issuer. There is a plan to forward-split the stock in that there were
very few shares issued and outstanding.
(f) No other material changes are anticipated other than the normal
business acquisitions to satisfy the issuer's plan of operation.
(g) There are no changes or anticipated changes, which may impede the
acquisition of control of the issuer by any person.
(h) There are no plans or proposals, which may result in a class of
securities from being delisted from a national securities exchange, or
to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association.
(i) There are no plans or proposals, which may result in a class of equity
securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act.
(j) There are no plans or proposals, which may result in a class of equity
securities of the issuer becoming eligible for termination of
registration pursuant to any activity as, enumerated (a) through (b).
ITEM 5. INTEREST OF THE SECURITIES OF THE ISSUER
(a) Number of Shares. 1,468,436 Percentage of class is 64.6%. The
reporting person has no right to any further shares.
(b) The reporting person has the sole power to vote the above mentioned
shares. There is no shared power to vote.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 60037R 10 1 PAGE 5 OF 6 PAGES
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(c) There are no transactions in the class of securities reported on that
were effected during the past 60 days. There have been no other
Schedule 13D filings.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
(e) The reporting person has not ceased to be the beneficial owner of more
than 5% of the class of securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the reporting person and any person with respect
to any securities of the issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls guarantees of profit, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The reporting person has no exhibits to file and has incorporated by
reference the issuer's Form 10 and 8K.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 60037R 10 1 PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 3, 2000
Date
/s/ Richard L. Ham
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Richard L. Ham
