SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act
February 18, 2000
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Date of Report (Date of Earliest Reported)
MILLENIUM HOLDING GROUP, INC.
(Formally known as Amex System Corporation)
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(Name of Small Business Issuer)
NEVADA 0-28413 88-0109108
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(State of Employer (Commission File Number) (I.R.S. Identification Number)
Incorporation)U
3800 Old Cheney Road Suite 101-222
Lincoln, NE 68516
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(Address of Principal Executive Offices Including Zip Code)
6030 Village Drive, Suite 200, Lincoln, NE 68516
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(Former name or former address, if changed since last report.)
(402) 434 5690
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(Registrant's Telephone Number)
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ITEM 2. ACQUISITION OF ASSETS
(a) 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 Registrants 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.
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.
(b) On February 14, 2000 the registrant entered into a Letter of Intent
(attached as an exhibit) with Stanford Life Insurance Company, an Arizona
corporation, wherein the registrant indicated its intent to purchase all of the
issued and outstanding common shares of the company for stock and cash. The
proposed transaction consists of a cash purchase for the Statutory Capital and
Surplus of Stanford and 125,000 shares of restricted (Rule 144) shares of the
registrant. The successful closing of the acquisition is dependent upon
respective board approvals, adequate financing, completion of required due
diligence (including the State of Arizona approval) and an acceptable definitive
agreement.
The financial statements as well as pro forma statements will be forth
coming upon receipt by the registrant.
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ITEM 5. OTHER EVENTS
The registrant has moved its operation to
3800 Old Cheney Road Suite 101-222
Lincoln, NE 68516
ITEM 7. EXHIBITS
99.1 Letter of Intent between the registrant and Stanford Insurance Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Millenium Holding Group, Inc.
February 18, 2000 By: /s/ Richard L. Ham
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Richard L. Ham
Director and President
LETTER OF INTENT
Dear Mr. Kaufman,
Please consider the following as a Letter of Intent between MILLENIUM
HOLDING GROUP, INC., ("MILLENIUM") a Nevada Corporation, with its principal
place of business in Lincoln NE and STANFORD LIFE INSURANCE COMPANY.
("STANFORD") an AZ Corporation with its principal place of business in Phoenix,
AZ (collectively the PARTIES). The purpose of this letter is set forth those
items necessary to reach a definitive agreement between our companies.
Accordingly, it is hereby agreed that;
MILLENIUM will use its best efforts to enter into a definitive agreement
with STANFORD and complete the acquisition of STANFORD within ninety (90) days
from the date of execution of this Letter of Intent. The terms for said
acquisition are as follows:
1. PURCHASE PRICE MILLENIUM shall remit, in cash, an amount equal to the
Statutory Capital and Surplus as agreed upon at the date of closing.
In addition, it shall cause to be transferred 125,000 shares of its
common stock to the seller or its designee. Said shares shall be
restricted pursuant to Rule 144 and will have "piggy back" rights of
registration.
2. PROPERTY The Board of Directors and shareholders of STANFORD shall
transfer all shares of STANFORD, which have been issued and are
outstanding to MILLENIUM or its designee. It shall also transfer all
records, minute book(s), financial statements, bank accounts,
portfolio and all other records and documentation necessary to
properly operate the business.
3. CERTIFICATE GOOD STANDING AND PROPER AUTHORITY The PARTIES shall
present to each other a certificate of Good Standing from their
respective states of incorporation. STANFORD shall present, and
transfer all insurance licenses as well as all other licenses
necessary to operate the business.
4. FILINGS AND NEW CONTRACTS If required, the PARTIES shall complete any
and all delinquent regulatory filings and update audits and shall
refrain from entering into any contracts or undertaking any
obligations that would be a detriment to this contemplated merger.
5. DUE DILIGENCE As requested, the PARTIES shall supply all due diligence
materials to each other, including but not limited to a UCC lien
search and a legal opinion stating that there is no outstanding
threatened or pending litigation against the companies.
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The closing of the contemplated transaction shall be subject to respective
Board of Directors approval, completion of due diligence, adequate financing and
the execution of a Definitive Agreement.
IN WITNESS WHEREOF the parties have executed this letter of intent on the
date first above written subject to the approvals as above stated.
MILLENIUM HOLDING GROUP, INC STANFORD LIFE INSURANCE COMPANY
By: /s/ Richard L. Ham By: /s/ Howard Kaufman
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Its President Its President
