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
April 27, 2000
Date of Report (Date of Earliest Reported)
MILLENIUM HOLDING GROUP, INC.
(Formally known as Amex System Corporation)
(Name of Small Business Issuer)
NEVADA 0-28413 88-0109108
(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification Number)
3800 Old Cheney Road Suite 101-222
Lincoln, NE 68516
(Address of Principal Executive Offices Including Zip Code)
(402) 434 5690
(Registrant's Telephone Number)
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
On April 22, 2000 the company executed an agreement wherein it purchased a
certain insurance agency from Mr. Richard Ham the President of the company as
well as the beneficial owner of the majority of the registrant's common shares
of the company.
The amount of consideration received by Mr. Ham will be $20,379.00 payable
with 20,379 Restricted (R144) shares of the Common Stock of the registrant
The Agreement evidencing said transaction and the applicable financials are
attached hereto as exhibits.
ITEM 7. EXHIBITS
1. Agreement
2. Unaudited Financials which includes the Agency consolidated
with the registrant.
SIGNATURE
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.
April 27, 2000 By: /s/ Richard L. Ham
--------------------------------------
Richard L. Ham, Director and President
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AGREEMENT
This Agreement has been entered into this 1st day of April, 2000 by and
between Millenium Holding Group, Inc. a Nevada corporation (BUYER) and Richard
Ham, a sole proprietor doing business as Ham Consulting Services (SELLER). The
SELLER and BUYER are collectively identified and hereinafter referred to as the
PARTIES.
Whereas, the Buyer is a publicly traded company (OTC BB: MNHG) in the
process of establishing, among other businesses, an Internet insurance company
and,
Whereas, the Seller operates an insurance agency that represents eleven
(11) insurance companies and,
Whereas, the Buyer desires to purchase the insurance agency from the
Seller and the Seller desires to sell the agency to the Buyer.
THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the sufficiency
and receipt of which is hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows.
1. CONSIDERATION. Seller shall deliver and Buyer shall accept as full
payment for the aforesaid insurance agency $20,379.00 payable this
date with 20,379 common shares of (restricted R 144) stock of the
Buyer free and clear of encumbrances, claims, liens, security
interests, pledges or mortgages of any kind.
2. ASSIGNMENT OF PREMIUMS, CONTRACTS AND ASSETS. The Seller hereby
assigns, and sets over to the Buyer all of the rights, title and
interest he has or may have in certain contracts of insurance and
contracts or other agreements with those insurance companies as set
forth in EXHIBIT A and said individual contracts with its clients as
set forth in EXHIBIT B. The Buyer shall assume all the obligations and
responsibilities attached to said individual contracts with its
clients as set forth in EXHIBIT B as well as those contracts with the
insurance companies as set forth in EXHIBIT A.
3. REPRESENTATIONS AND WARRANTIES OF RICHARD HAM SOLE PROPRIETOR OF HAM
CONSULTING SERVICES (SELLER). The Seller hereby represents and
warrants that the representations and warranties provided below are
true, correct, accurate and complete in all aspects as of the date of
this agreement.
<PAGE>
3.1 ORGANIZATION OF HAM CONSULTING SERVICES (SELLER). The Seller is a
sole proprietorship owned in its entirety by Richard Ham and is a
licensed insurance agency representing those companies as appear
on Exhibit A and those clients appearing in Exhibit B.
3.2 AUTHORIZATION OF TRANSACTION. The Seller has full actual and
legal power to execute and deliver this Agreement and to perform
his obligations hereunder.
3.3 ENFORCEABLE OBLIGATION. This Agreement constitutes the valid and
legally binding obligation of the Seller, enforceable against him
in accordance with the terms of this Agreement.
3.4 NONCONTRAVENTION. Neither the execution and delivery of this
Agreement, nor the consummation of this transaction will (i)
violate any statute, law, rule, judgment, order, decree,
stipulation, injunction, charge, or other restriction of any
federal or state government, governmental agency, or federal or
state court to which the Seller or any of his documents are
subject, (ii) conflict with, result in a breach of, constitute a
default under, result in acceleration of, create in any party the
right to accelerate, terminate, modify or cancel, or require any
notice under any governmental rule, law or regulation of any
federal or state court or under any contract, lease, sublease,
license, sublicense, franchise, permit, indenture, agreement or
mortgage or instrument of indebtedness or under any other
arrangement to which the Seller is a party or by which he is
bound or to which he or any of his assets is subject, (iii) nor
result in the imposition of any lien, encumbrance, claim or
security interest in, to or affecting any of the assets of the
Sellers agency. The Seller does not need to give any notice to,
make any filing with, or obtain any authorization, consent, or
approval of any federal or state government or governmental
agency in order for the parties to consummate this transaction.
3.5 LITIGATION. The Seller is not subject to any unsatisfied
judgment, order, decree, stipulation, injunction, or charge nor
is it a party or threatened to be made a party to any charge,
complaint, action, suit, proceeding, hearing, or investigation of
or in any court or quasi-judicial, judicial or administrative
agency of any federal, state or local jurisdiction or before any
arbitrator that relates in any way, directly or indirectly, to
the transaction as set forth in this Agreement. The Seller has no
reason to believe that any will or may be brought against it in
connection with this transaction.
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<PAGE>
3.6 MATERIAL INFORMATION. As of this closing date, no representation
or warranty by the Seller contains any untrue statement of a
material fact, or omits to state any material fact necessary to
make the representation or warranty not misleading.
3.7 LEGAL COMPLIANCE. The Seller has complied in all material
respects with all laws (including rules and regulations
thereunder) of federal, state and local governments (and all
agencies thereof), and no charge, complaint, action, suit,
proceeding, hearing, or investigation, claim, demand, or notice
has been filed or commenced against it alleging any failure to
comply with any such law or regulation.
Furthermore, the Seller has complied in all material respects
with all applicable laws (including rules and regulations
thereunder) relating to the employment of labor, employee civil
rights, and equal employment opportunities.
4. REPRESENTATIONS AND WARRANTIES OF MILLENIUM HOLDING GROUP, INC.
(BUYER). The Buyer hereby represents and warrants that the
representations and warranties provided below are true, correct,
accurate and complete in all aspects as of the date of this agreement.
4.1 ORGANIZATION OF MILLENIUM HOLDING GROUP, INC. (BUYER). The Buyer
is a Corporation that is duly organized, validly existing, and in
good standing in all material respects under the laws of the
State of Nevada.
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<PAGE>
4.2 AUTHORIZATION OF TRANSACTION. The Buyer has full actual and legal
corporate power to execute and deliver this Agreement and to
perform its obligations hereunder.
4.3 ENFORCEABLE OBLIGATION. This Agreement constitutes the valid and
legally binding obligation of the Buyer, enforceable against it
in accordance with the terms of this Agreement.
4.4 NONCONTRAVENTION. Neither the execution and delivery of this
Agreement, nor the consummation of this transaction will (i)
violate any statute, law, rule, judgment, order, decree,
stipulation, injunction, charge, or other restriction of any
federal or state government, governmental agency, or federal or
state court to which the Buyer is subject or any provision of the
Articles of Incorporation or By Laws or similar governing rules
or documents of the Buyer are subject, (ii) conflict with, result
in a breach of, constitute a default under, result in
acceleration of, create in any party the right to accelerate,
terminate, modify or cancel, or require any notice under any
governmental rule, law or regulation of any federal or state
court or under any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage
or instrument of indebtedness or under any other arrangement to
which the Buyer is a party or by which it is bound or to which it
or any of its assets is subject, (iii) nor result in the
imposition of any lien, encumbrance, claim or security interest
in, to or affecting any of the assets of the Buyer. The Buyer
does not need to give any notice to, make any filing with (other
than the applicable SEC regulations), or obtain any
authorization, consent, or approval of any federal or state
government or governmental agency in order for the parties to
consummate this transaction.
4.5 LITIGATION. The Buyer is not subject to any unsatisfied judgment,
order, decree, stipulation, injunction, or charge nor is it a
party or threatened to be made a party to any charge, complaint,
action, suit, proceeding, hearing, or investigation of or in any
court or quasi-judicial, judicial or administrative agency of any
federal, state or local jurisdiction or before any arbitrator
that relates in any way, directly or indirectly, to the
transaction as set forth in this Agreement. The Buyer has no
reason to believe that any charge, complaint, action, suit,
proceeding, hearing, or investigation will or may be brought
against it in connection with this transaction.
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<PAGE>
4.6 MATERIAL INFORMATION. As of this closing date, no representation
or warranty by the Buyer contains any untrue statement of a
material fact, or omits to state any material fact necessary to
make the representation or warranty not misleading.
4.7 LEGAL COMPLIANCE. The Buyer has complied in all material respects
with all laws (including rules and regulations thereunder) of
federal, state and local governments (and all agencies thereof),
and no charge, complaint, action, suit, proceeding, hearing, or
investigation, claim, demand, or notice has been filed or
commenced against it alleging any failure to comply with any such
law or regulation.
Furthermore, the Buyer has complied in all material respects with
all applicable laws (including rules and regulations thereunder)
relating to the employment of labor, employee civil rights, and
equal employment opportunities.
5. ENTIRE AGREEMENT. This Agreement, together with all Exhibits,
represents the entire agreement between the Buyer and Seller with
respect to the subject matter hereof and shall supersede all prior
agreements and communications of the parties, oral or written in terms
of the insurance agency.
6. AMENDMENT AND WAIVER. No amendment to, or waiver of, any provision of
this Agreement shall be effective unless in writing and signed by both
parties. The waiver by any party of any breach or default shall not
constitute a waiver of any different or subsequent breach or default.
7. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Nevada, without regard to the
conflicts of law principles thereof.
8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted
transferees, successors and assigns.
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<PAGE>
9. NOTICES. All notices, requests and other communications called for by
this agreement shall be deemed to have been given immediately if made
by prepaid certified mail, facsimile or electronic mail (confirmed by
concurrent written notice sent via prepaid certified mail or overnight
courier, such as Federal Express, for delivery by the next business
day), at the physical and electronic mail addresses set forth on the
signature page of this Agreement. Notice by any other means shall be
deemed made when actually received by the party to which notice is
provided.
10. SEVERABILITY. If any provision of this Agreement is held to be
invalid, illegal or unenforceable for any reason, such invalidity,
illegality or unenforceability shall not effect any other provisions
of this Agreement, and this Agreement shall be constructed as if such
invalid, illegal or unenforceable provision had never been contained
herein.
11. COUNTERPARTS. This Agreement may be executed in two counterparts, both
of which taken together shall constitute a single instrument.
Execution and delivery of this Agreement may be evidenced by facsimile
transmission.
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<PAGE>
IN WITNESS WHEREOF, the Parties hereto have hereunder affixed their
signatures to this agreement, consisting of seven (9) pages including the
signature page and exhibits, on the dates set forth below to be effective as of
the date first set forth above.
Ham Consulting Services
Date: April 22,2000 By: /s/ Richard L. Ham
----------------------------
Richard L. Ham
Millenium Holding Group, Inc
Date: April 22, 2000 By: /s/ Carla Aufdenkamp
----------------------------
Carla Aufdenkamp,
Its Secretary
Common address for the Parties:
3800 Old Cheney Road Suite 101-222
Lincoln, Nebraska 68516
Phone 402 434 5690
Fax 402 434 5585
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<PAGE>
EXHIBIT A
CONTRACTED INSURANCE COMPANIES
1. AIG Life Insurance Company
2. Aurora National Life Assurance Company
3. American Merchants Life Insurance Company
4. Conseco Variable Insurance Company
5. Lincoln Benefit Life Company
6. Pacific Life Insurance Company
7. Phoenix Home Life Mutual Insurance Company
8. Zurich Life Insurance Company
Other contracts held with, but not currently receiving commissions from are as
follows:
1. GE Life & Annuity Assurance Company
2. Hartford Life & Accident
3. Hartford Life
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<PAGE>
EXHIBIT B
CLIENTS
The confidential listing of clients is held at the office of Millenium Holding
Group, Inc.
MILLENIUM HOLDING GROUP, INC.
Unaudited Balance Sheet
For the period ending
April 22, 2000
ASSETS
ASSETS
Insurance agency $ 20,379
Reinstatement costs 18,945
Proprietary insurance products 734,218
Overriding royalty interests, Rusk and Harrison
Counties, Texas 1
-----------
Total Assets 773,543
-----------
TOTAL ASSETS $ 773,543
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued wages $ 33,750
Accrued payroll taxes 4,032
Accrued office expenses 863
Accrued professional fees 5,171
Accounts payable - stockholder 32,394
-----------
Total Liabilities 76,210
-----------
TOTAL LIABILITIES 76,210
-----------
STOCKHOLDERS' EQUITY
Common stock, $.05 par value, 50,000,000 shares
authorized, 11,386,904 shares issued and outstanding 1,168,847
Paid-in capital 2,082,375
Retained earnings (deficit) (51,068)
Deficit accumulated during the development stage (2,502,821)
-----------
Total Stockholders' Equity 697,333
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 773,543
===========
See accompanying notes to financial statements.
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<PAGE>
MILLENIUM HOLDING GROUP, INC.
Unaudited Statement of Income
For the period April 1 through
April 22, 2000
REVENUES
Insurance agency's commissions, overrides, renewals,
or service fees $ 241
--------
Total Revenues 241
EXPENSES
Salaries and wages 30,000
Payroll tax expense
Office expenses
Professional fees 13,583
--------
TOTAL EXPENSES 51,309
--------
NET INCOME (LOSS) $(51,068)
========
See accompanying notes to financial statement.
2
<PAGE>
MILLENIUM HOLDING GROUP, INC.
Unaudited Statement of Changes in Stockholders' Equity
For the period ending
April 22, 2000
<TABLE>
<CAPTION>
Common Stock Retained Deficit from
----------------------- Paid-in Earnings Development
Shares Amount Capital (Deficit) Stage Totals
---------- ---------- ---------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, December 31, 1999 704,869 $1,094,406 $1,402,219 $ $(2,502,821) $ (6,196)
Stock for professional services 100,000
Acquisition of assets for stock 1,468,436 73,422 660,796 734,218
5 for 1 forward stock split 9,093,220
Acquisition of insurance agency 20,379 1,019 19,360 20,379
Net activity (51,068) (51,068)
---------- ---------- ---------- -------- ----------- ---------
BALANCES 11,386,904 $1,168,847 $2,082,375 $(51,068) $(2,502,821) $ 697,333
========== ========== ========== ======== =========== =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
MILLENIUM HOLDING GROUP, INC.
Unaudited Statement of Cash Flows
For the period ending
April 22, 2000
Net income (loss) $(51,068)
Adjustments to reconcile net income to net cash
provided by operating activities
(Increase) decrease in
Prepaid expenses 0
(Decrease) increase in
Accrued wages 30,000
Accrued payroll taxes 3,584
Accrued office expenses 863
Accrued professional fees 5,171
Accounts payable - stockholder 11,450
--------
Total adjustments $ 51,068
--------
CASH FLOWS FROM OPERATING ACTIVITIES $ 0
--------
CASH FLOWS FROM INVESTING ACTIVITIES $ 0
--------
CASH FLOWS FROM FINANCING ACTIVITIES $ 0
--------
NET INCREASE (DECREASE) IN CASH $ 0
--------
CASH, beginning of period $ 0
--------
CASH, end of period $ 0
========
See accompanying notes to financial statements.
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<PAGE>
MILLENIUM HOLDING GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ACQUISITIONS
The unaudited financial statements have the following completed
acquisition:
HAM CONSULTING SERVICES: These financial statements include the completed
acquisition of Consulting Services as of April 1, 2000. Ham Consulting
Services (dba Consulting Services) is an operating insurance brokerage
agency, which was established in 1980. This insurance brokerage agency has
been revenue producing and operational for twenty years and is an on-going
concern. The agency receives commissions, overrides, renewals or service
fees from seven major insurance carriers. Consulting Services services
individual life insurance accounts, writes new business, provides branch
office services and administration to independent agents and agencies, and
other services typical of an independent branch office brokerage insurance
agency.
NOTE 2. BALANCE SHEET
CURRENT LIABILITIES: Accrued wages, payroll taxes, and account payable -
stockholder are from Millenium's operations. Office expenses and
professional fees relate to both Millenium's and Ham Consulting Services'
operations.
STOCKHOLDERS' EQUITY: The stockholders' equity section includes the 20,379
shares issued to Richard Ham at $1.00 per share, which is three times the
annual revenue of the insurance agency.
NOTE 3. STATEMENT OF INCOME
REVENUES: The commissions, overrides, renewals and service fees are from
the insurance agency's current revenue from the purchase acquisition date
of April 1, 2000 to April 22, 2000.
EXPENSES: Salaries and wages, payroll tax expense, relate to Millenium's
operations. Office expenses and professional fees relate to both
Millenium's and the insurance agency's operations.
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