US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SEC FORM 10-SB
AMENDEMENT NO. 1
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.
-----------------------------------------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act.
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Common Stock, $.001 par value
ALL COMMON STOCK DATA HAS BEEN ADJUSTED TO REFLECT A 35:1 REVERSE SPLIT EFFECTED
MARCH 25, 1999
<PAGE>
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
<PAGE>
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
<PAGE>
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.
4
<PAGE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
Quarter Ending High Low
- -------------- ---- ---
9-30-98 $2.00 $.06
12-31-98 .25 .02
3-31-99 .22 .02
6-30-99 .55 .02
9-30-99 .35 .01
12-31-99 .02 .01
The Company has paid no dividends on its Common Stock.
ITEM 2. LEGAL PROCEEDINGS
None
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company was incorporated in 1992 as Concord Financial Corp., a Nevada
corporation. On December 27, 1997 the Company issued 250,000 shares of its
Common Stock to Robert Felleman in connection with a merger of his wholly owned
Delaware corporation, Millennium Group Holdings, Inc. into the Company.
Thereafter the Company changed its domicile to Delaware and in May 12, 1998
changed its name to its present name, Millennium Group Holdings, Inc. No
commissions or other remuneration were paid by the Company in connection with
the issuance to Robert Felleman. These securities were acquired by him for
investment and not with a view to distribution and were issued subject to
restrictive legends preventing further transfer without proof of exemption or
registration. This transaction was exempt from the registration requirements of
the 1933 Act by virtue of Section 4(2) thereof.
On January 2, 1998 the Company had acquired a 20% interest in Half Moon Bay
Ltd., a development on St. Kitts, for a consideration of $800,000 consisting of
400,000 shares of its Common Stock plus a Note for $400,000. No commissions or
other remuneration were paid by the Company in connection with any of these
transactions. All securities were acquired for investment and not with a view to
distribution and were issued subject to restrictive legends preventing further
transfer without proof of exemption or registration. These transactions were
exempt from the registration requirements of the 1933 Act by virtue of Section
4(2) thereof. 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 as of November 1, 1999 and the Note and
stock were cancelled 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.
Between August 3, 1998 and November 9, 1999 the Company privately issued
32,916,499 shares of its Common Stock to officers and directors for services
performed. All securities were acquired for investment and not with a view to
distribution and were issued subject to restrictive legends preventing further
transfer without proof of exemption or registration. These transactions were
exempt from the registration requirements of the 1933 Act by virtue of Section
4(2) thereof.
Between May 12, 1998 and December 20, 1999 Mr. Robert Felleman privately
transferred 1,361,675 of the above-referenced shares of Common Stock to 78
persons each of whom had independently agreed to transfer to Mr. Felleman
his/her shares in a private company named Lemon Tree Enterprises, Inc. in
exchange for these shares. These transactions were not undertaken by the Company
and the Company did not participate in any way. No general solicitation was made
by Mr. Felleman. No commissions or other remuneration were paid by the Company
or Mr. Felleman in connection with any of these transactions. All securities
were acquired for investment and not with a view to distribution and were issued
subject to restrictive legends preventing further transfer without proof of
exemption or registration. These transactions were exempt from the registration
requirements of the 1933 Act by virtue of Sections 3(9) and 4(2) thereof.
5
<PAGE>
In 1998 and 1999 the Company issued 1,208,000 shares to investors in individual
private transactions for an aggregate of $17,500. No general solicitation was
made by the Company. No commissions or other remuneration were paid by the
Company in connection with any of these transactions. All securities were
acquired for investment and not with a view to distribution and were issued
subject to restrictive legends preventing further transfer without proof of
exemption or registration. These transactions were exempt from the registration
requirements of the 1933 Act by virtue of Sections 3(9) and 4(2) thereof.
On January 11, 1999 ($300,000) and July 30, 1999 ($600,000) the Company issued
two senior redeemable convertible debentures, Series A and B, to 2 investors.
Series A was due January 2000 and Series B was due July 2001. Both debentures
carried interest at a rate of 8% per annum. Both debentures were redeemable by
the Company for cash or convertible into the Company's Common Stock at a 30%
discount to the Company's market price per share. As of December 31, 1999, the
Company had obtained $500,000 in cash from the issuance of the debentures and
$500,000 of principal amount of these debentures had been converted into shares
of the Company's Common Stock. The debentures were acquired by each investor for
investment and not with a view to distribution and were non-transferable without
proof of exemption or registration. No commissions or other remuneration were
paid by the Company in connection with the issuance of the debentures. The sales
by the Company were exempt from the registration requirements of the 1933 Act by
virtue of Section 4(2) thereof.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's By-Laws provides as follows:
Section 1: Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless, to the fullest extent legally permissible under the laws of the
State of Delaware, against all expenses, liability and loss, including attorneys
fees, judgments, fines and amounts paid or to be settlement, reasonably incurred
or suffered by him in connection therewith. Such right of indemnification shall
be a contract right which may be enforced in any manner desired by such person.
Section 2: This indemnification is intended to provide at all times the fullest
indemnification permitted by the laws of the State of Delaware and the
corporation may purchase and maintain insurance on behalf of any person who is
or was a director or officer of the corporation, or is or was at the request of
the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
6
<PAGE>
PART F/S
Independent Auditor's Report
To the stockholders of
Millennium Group Holdings, Inc.
We have audited the accompanying balance sheet of Millennium Group Holdings,
Inc. as of December 31, 1999, and the related statements of loss, comprehensive
loss, retained earnings, and cash flow for the years ended December 31, 1999 and
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Millennium Group Holdings, Inc.
as of December 31, 1999, and the results of its operations and its cash flows
for the years ended December 31, 1999 and 1998 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note L to the
financial statements, the Company has suffered losses from operations and has a
net capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters is
also described in Note L. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Reardon and Company LLP
Quincy, Massachusetts
February 2, 2000
7
<PAGE>
<TABLE>
<CAPTION>
Millennium Group Holdings, Inc.
Balance Sheet
December 31, 1999
Assets
Current assets:
<S> <C>
Cash and cash equivalents $ 9,169
-------------
Total current assets 9,169
Equipment, at cost, less accumulated
depreciation of $221 1,989
Receivable from debenture investor 400,000
Deferred tax asset 197,327
Investment, at cost 92,000
-------------
$ 700,485
=============
Liabilities and Stockholders' Equity
Current liabilities:
Bridge loans payable 292,150
Accrued interest expense 82,474
Accounts payable and other accrued
expenses 18,700
-------------
Total current liabilities 393,324
Debentures 400,000
Common stock, $.001 par value, 100,000,000
shares authorized, 54,840,725 shares issued
and outstanding 54,841
Additional paid in capital 471,383
Retained deficit (619,063)
-------------
$ 700,485
=============
</TABLE>
See Notes to Financial Statements.
8
<PAGE>
<TABLE>
<CAPTION>
Millennium Group Holdings, Inc.
Statements of Loss, Comprehensive Loss and Retained Deficit
December 31, 1999 and 1998
Year Ended December 31,
1999 1998
------------ ------------
<S> <C> <C>
Income $ - $ -
Costs and expenses:
Consulting expenses $ 271,265 $ 48,628
Rent expense 18,000 18,000
Professional fees 19,314 22,697
Other general and administrative
expenses 16,555 10,462
Interest expense 56,902 33,813
Depreciation 221 -
------------ ------------
Total costs and expenses 382,257 133,600
------------ ------------
Loss before income taxes (382,257) (133,600)
Income tax benefit 129,251 27,538
------------ ------------
Net loss (253,006) (106,062)
============ ============
Retained deficit at beginning of year (366,057) (259,995)
============ ============
Retained deficit at end of year (619,063) (366,057)
============ ============
Net loss per common share - basic (.02) (.44)
============ ============
Net loss per common share - diluted (.01) (.44)
============ ============
Comprehensive loss (253,006) (106,062)
============ ============
</TABLE>
See Notes to Financial Statements.
9
<PAGE>
<TABLE>
<CAPTION>
Millennium Group Holdings, Inc.
Statement of Cash Flows
For the Two Years Ended December 31, 1999
1999 1998
------------- ------------
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (253,006) $ (106,062)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation $ 221 $ -
Deferred income tax benefit (129,251) (27,538)
Stock issued for compensation in lieu
of cash 31,597 2,352
Stock issued for interest on debentures 6,057 -
Stock issued for bridge loans treated
as interest expense - 1,198
Increase in interest expense accrued 47,045 32,615
Increase (decrease) in accounts payable
and other accrued expenses (7,050) 16,750
------------- ------------
Total adjustments (51,381) 25,377
------------- ------------
Net cash used in operating activities (304,387) (80,685)
Cash flows from investing activities:
Equipment purchased (2,210) -
Cash paid for investment (92,000) -
------------- ------------
Net cash used in investing activities (94,210) -
Cash flows from financing activities:
Gross proceeds from debentures 500,000 -
Debenture conversion costs (64,980) -
Repayments of bridge loans (38,000) -
Proceeds from issuance of bridge loans - 65,500
Proceeds from stock subscriptions 10,000 7,500
------------- ------------
Net cash provided by financing
activities 407,020 73,000
------------- ------------
Net increase (decrease) in cash and cash
equivalents 8,423 (7,685)
Cash and cash equivalents at beginning of year 746 8,431
------------- ------------
Cash and cash equivalents at end of year $ 9,169 $ 746
============= ============
Supplemental Disclosures:
Cash paid for interest $ 3,800 $ -
</TABLE>
See Notes to Financial Statements.
10
<PAGE>
<TABLE>
<CAPTION>
Millennium Group Holdings, Inc.
Statement of Stockholders' Equity
For the Two Years Ended December 31, 1999
Common Paid in Retained
Stock Capital Deficit Total
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, January 1, 1998 $ 11 $ 32,489 $ (259,995) $ (227,495)
Net loss (106,062) (106,062)
Stock subscriptions 429 7,071 7,500
Stock issued for bridge
loans 34 1,164 1,198
Stock issued for
services 67 2,285 2,352
---------- ---------- ---------- ----------
Balance, December 31, 1998 $ 541 $ 43,009 $ (366,057) $ (322,507)
Net loss (253,006) (253,006)
Stock subscriptions 779 9,221 10,000
Stock issued for
debenture repayment 21,924 419,153 441,077
Stock issued for
services 31,597 31,597
---------- ---------- ---------- ----------
Balance, December 31, 1999 $ 54,841 $ 471,383 $ (619,063) $ (92,839)
========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements.
11
<PAGE>
Millennium Group Holdings, Inc.
Notes to Financial Statements
December 31, 1999
Note A - Summary of Significant Accounting Policies
Nature of operations
Millennium Group Holdings, Inc. (the "Company") provides consulting
services. The Company was incorporated in 1992 as Concord Financial
Corp., a Nevada corporation and became a publicly traded company,
changing its domicile to Delaware and changing its name to Millennium
Group Holdings, Inc. in May 12, 1998.
Cash and cash equivalents
For purposes of financial statement presentation, the Company
classifies all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Equipment
Equipment is recorded at cost less depreciation. Depreciation is
accounted for on the straight-line method based on the estimated useful
lives of the equipment.
Investments
Investments are recorded at cost. The investment does not have readily
determinable market values and the Company has no control over the
operations of the investment. Income is recorded on dividends
distributed from the accumulated net earnings of the investment.
Dividends received in excess of the earnings subsequent to the date of
investment are considered a return of investment and are recorded as
reduction of cost of the investment. See Note C for further details.
Income taxes
The Company uses the asset and liability method as identified in SFAS
109, Accounting for Income Taxes.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
12
<PAGE>
Millennium Group Holdings, Inc.
Notes to Financial Statements
December 31, 1999
Note B - Related Party 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 the performing the daily operations of the Company.
Note C - Investment
In 1999, the Company purchased 350,000 shares of a newly formed
company. The Company's ownership is less than two percent of the
company's outstanding shares.
Note D - Bridge Loans Payable
The Company obtained demand loans ("bridge loans") from various
parties. The interest in due when principal is paid. The interest rates
on the bridge loans vary from 10% to 12%. The proceeds of these loans
were used to fund the start-up activities and daily operations of the
Company. As of December 31, 1999, the Company accrued interest of
$29,315 on the bridge loans.
Note E - Debentures and Conversions
During 1999, the Company issued two senior redeemable convertible
debentures, Series A and B. Series A was due January 2000 and Series B
is due July 2001. Both debentures bore interest at a rate of 8% per
annum. Both debentures were redeemable by the Company for cash or
convertible into the Company's stock at a 30% discount to the Company's
market price per share.
$300,000 in principal amount of the Series A debenture was issued
January, 1999 to a single third party investor. As of December 31,
1999, the $300,000 had been converted to 5,994,445 shares of Common
Stock at an average of $.04 per share.
$600,000 in principal amount of the Series B debenture was issued July,
1999 to a single third party investor. As of December 31, 1999, the
Company had received $200,000 from the issuance of the Series B
debenture. As of December 31, 1999, the $200,000 outstanding had been
converted to 15,929,781 shares of Common Stock at an average of $.02
per share. $400,000 was due to the Company for the remainder of the
debenture.
At December 31, 1999, $21,530 has been accrued for interest due on the
conversion of the debentures.
13
<PAGE>
Millennium Group Holdings, Inc.
Notes to Financial Statements
December 31, 1999
Note F - Equity
The Company has one class of common stock with a par value of $.001 per
share; during 1999, the authorized number of shares was increased to
100 million. 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.
Note G - Loss per Common Share
Loss per common share is computed by dividing net loss by the average
number of common shares outstanding during the year. The weighted
average number of common shares outstanding during the year ended
December 31, 1998 was 242,300. There were no dilutive securities issued
or outstanding during 1998.
During 1999, the Company issued convertible debentures. The effect of
these dilutive securities on earnings per shares as of December 31,
1999 is as follows:
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net loss $ (253,006)
Basic earnings per share 14,012,000 $ (.02)
======
Effect of dilutive securities
Convertible debentures 27,587 19,047,000
Diluted earnings per share
Income available to common
stockholders and assumed
conversions (225,419) 33,059,000 $ (.01)
======== ========== ======
14
<PAGE>
Millennium Group Holdings, Inc.
Notes to Financial Statements
December 31, 1999
Note H - Income Taxes
At December 31, 1999, the Company has available net operating loss
carryforwards of approximately of $651,000 for federal income tax
purposes, $24,000 which expires in 2017, $157,000 which expires in
2018, and $470,000 which expires in 2019. The carryforwards resulted
from losses generated in 1997, 1998, and 1999. Deferred income tax
reflects the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The significant
components of the Company's deferred tax assets at December 31, 1999
are net operating loss carryforwards of $267,397 less a valuation
reserve of $70,070. The valuation allowance for deferred tax asset was
increased by $22,810 for 1999. The following is a reconciliation of the
income tax in dollars and statutory rates to the provision for income
taxes at December 31, 1999 and 1998:
1999 1998
---- ----
Tax $ - $ -
Change in valuation reserve 22,810 5% 4,860 5%
Loss carryforward benefit (152,061) (39%) (32,398) (29%)
(129,251) (34%) (27,538) (24%)
Note I - Lease
The Company leases office space at 230 Boylston Street, Chestnut Hill,
Massachusetts. The Company is a tenant at will and pays $1,500 a month.
Note J - Fair Values of Financial Instruments
The following methods and assumptions were used to estimate the fair
value of financial instruments:
Cash and cash equivalents
The carrying amount reported in the balance sheet for cash and cash
equivalents approximates fair value.
Investment
The carrying amount reported in the balance sheet for investment
approximates fair value.
Accounts payable
The carrying amount reported in the balance sheet for accounts payable
approximates fair value.
Bridge loans payable
The carrying amount reported in the balance sheet for bridge loans
payable approximates fair value.
15
<PAGE>
Millennium Group Holdings, Inc.
Notes to Financial Statements
December 31, 1999
Note K - Concentrations of Credit Risk
The Company maintains its cash balance in a major financial
institution. The balance is insured by the Federal Deposit Insurance
Corporation up to $100,000. Cash in the account at times exceeded
$100,000 during the year.
The Company has an investment in new start-up company.
Note L - Going Concern
These financial statements are presented on the basis that the Company
is a going concern. Going concern contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business over a reasonable length of time. The accompanying financial
statements show that current liabilities exceed current assets by
$384,155 at December 31, 1999 and the Company had no revenues for the
years ended December 31, 1999 and 1998.
The Company is continuing to fund operations from debt issuances and
stock subscriptions. There is no guarantee purchasers can be found for
these securities.
PART III
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS.
The following exhibits are included as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Articles of Incorporation
2.2 Bylaws
3.1 Form of Common Stock Certificate
SIGNATURES
In accordance with section 12 of the Securities and Exchange Act of
1934 the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized.
MILLENNIUM GROUP HOLDINGS, INC.
By /s/ Robert Felleman
--------------------------
Robert Felleman, President
Dated February 10, 2000
16
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/31/1997
971454499 - 2840474
CERTIFICATE OF INCORPORATION
OF
Millennium Group Holdings, Inc.
I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:
FIRST: The name of the Corporation is Millennium Group Holdings, Inc.
SECOND: Its registered office is to be located at Suite 606, 1220 N. Market St.,
Wilmington, DE 19801, County of New Castle. The name of the registered agent at
such address is Registered Agents, Ltd.
THIRD: The purpose of the corporation is to engage in any lawful act or activity
which corporations may be organized under the Delaware General Corporation Laws.
FOURTH: The amount of total authorized capital stock of the corporation is three
thousand (3000). All such shares are to be without par value and are to be of
one class.
FIFTH: The incorporator of the corporation s Sid Garnett, whose mailing address
is Suite 606, 1220 N. Market St., Wilmington, DE 19801.
SIXTH: Unless and except to the extent that the by-laws of the corporation shall
so require, the election of directors of the corporation need not be by written
ballet.
SEVENTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the by-laws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any by-law whether adopted by them or otherwise.
EIGHTH: A director of the corporation hall not be liable to the corporation or
its stockholders for monetary damages from the breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Laws of the State of
Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act of omission occurring prior to the time of such amendment, modification or
repeal.
NINTH: The corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.
TENTH: The powers of the incorporator are to terminate upon filing of this
Certificate. The name and mailing address of the person(s) who is to serve as
the initial director until the first annual meeting of stockholders o the
corporation, or until a successor(s) is elected and qualified, is Robert
Felleman, 230 Boylston Street, Chestnut Hill, MA 02167.
The undersigned incorporator hereby acknowledges that the foregoing certificate
of incorporation is her act and deed on this thirty first day of December, 1997.
Sid Garnett
INCORPORATOR
BY-LAWS
OF
MILLENNIUM GROUP HOLDINGS, INC.
ARTICLE I
Name of Corporation
Section 1: This corporation shall be known as:
MILLENNIUM GROUP HOLDINGS, INC.
ARTICLE II
Offices
Section 1: The principle office of the corporation in Delaware will be located
at the office of its Resident Agent at 1220 N. Market St., Suite 606,
Wilmington, DE 19801. The corporation may maintain such other offices as the
Board of Directors may designate within the United States, Europe or Asia, but
is not limited thereto.
ARTICLE III
Stockholders
Section 1: The annual meeting of the stockholders shall be held in March of each
year, at a date and time to be specified by the Board of Directors. Said meeting
shall be for the purpose of electing directors for the ensuing year and for the
transaction of such other business as may come before the meeting. If election
of directors shall not be held on the day designated for the annual meeting of
the stockholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the stockholders as soon
thereafter as possible.
Section 2: Special meetings of stockholders, for any purpose or purposes, unless
otherwise prescribed by Status, may be called by the President or by the Board
of Directors and shall be called by the President at the request of the holders
of not less than one-tenth of all the outstanding shares of the corporation
entitled to vote at the meeting.
Section 3: The Board of Directors may designate any place within or without the
State of Nevada as the site for any annual or special stockholders meeting. A
waiver of notice signed by all stockholders meeting. A waiver of notice signed
by all stockholders entitled to vote at a meeting may designate any place,
either within or without the State of Nevada, as the site for any meeting
hereinabove authorized. If no designation is made, the place of the meeting
shall be at the principal office of the corporation in the State of Nevada.
<PAGE>
Section 4: Written or printed notice stating the size, date and time of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by the
mail, by or at the direction and over the signature of the President, or the
Secretary, or the officer or person calling the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
Section 5: For the purpose of determining stockholders entitled to notice of or
to vote at any meeting of stockholders, or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books shall be
closed for a stated period, not to exceed twenty (20) days. In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than sixty (60) days and, in case of a meeting of
stockholders, not less than fifteen days prior to the date on which the
particular action requiring such determination of stockholders to be taken. If
the stock transfer books are not closed and no record dates fixed for the
determination of stockholders entitled to notice of or to vote, or entitled to
receive payment of a dividend, the date on which notice of a meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in thereof, except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.
Section 6: The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of, and the number of shares held by, each, which list, for a period of
ten (10) prior to such meeting, shall be kept on file at the principal office of
the corporation and shall be subject to the inspection of any stockholder during
the meeting.
Section 7: A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of stockholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 8: At all meetings of stockholders, a stockholder may vote by proxy
which shall be executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
six (6) months from the date of its execution, unless otherwise provided in the
proxy or coupled with an interest.
2
<PAGE>
Section 9: Each outstanding share otherwise entitled to vote shall be entitled
to one (1) vote upon each matter submitted to a vote at a meeting of
stockholders. A majority vote of those shares present and voting at a duly
organized meeting shall suffice to defeat or enact any proposal unless the
Statutes of the State of Nevada require a greater-than-majority vote, in which
event such greater-than-majority vote shall be required for the action to
constitute the action of the corporation.
Section 10: Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without the transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained in
an appropriate order of the Court by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares are transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number or outstanding shares
at an given time.
Section 11: An action required to be taken at a meeting of the stockholders, or
an other action which may be taken at a meeting of the stockholders, may be
taken without a meeting, if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the stockholders entitled to vote with
respect to the subject matter thereof, unless a greater-than-majority vote would
be required at a duly organized meeting, in which event said greater-than
majority stockholder approval must be obtained. Such consent shall be filed with
the minutes of the meeting.
Section 12: The following order of business shall be observed at all meetings of
the stockholders, so far as practicable:
(a) Calling the roll;
(b) Reading, correcting and approving of minutes or previous
meetings;
(c) Reports of Officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
3
<PAGE>
ARTICLE IV
Board of Directors
Section 1: The business and affairs of the corporation shall be managed by its
Board of Directors.
Section 2: As provided in the Articles of Incorporation, the Board of Directors
shall consist of at least three (3) persons, and may b increased by resolution
of the Board of Directors. The directors shall hold office until the next annual
meeting of stockholders and until their successor shall have been elected and
qualified. Directors need not be residents of the State of Nevada or
stockholders of the corporation.
Section 3: Directors shall be elected at an annual or special stockholders'
meeting by secret ballot of those stockholders present and entitled to vote, a
plurality of the vote being cast being required to elect. Each stockholder shall
be entitled to one (1) vote for each share of stock owned. If there is nut one
(1) nominee for any office, it shall be in order to move that the Secretary cast
the elective ballot to elect the nominee.
Section 4: A regular meeting of the Board of Directors shall be held without
notice, other than this By-Law, immediately after, and at the same place as, the
annual meeting of stockholders. The Board of Directors may provide, by
resolution, the day, time and place for the holding of additional regular
meetings without other notice than such resolution. The Secretary of the
corporation shall serve as Secretary for the Board of Directors and shall issue
notices for all meetings as required by the By-Laws; shall keep a record of the
minutes of the proceedings of the meetings of director; and shall perform such
other duties as may be properly required of him/her by the Board of Directors.
Section 5: Special meetings of the Board of Directors may be called by or at the
request of the President or any director. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, within or
without the State of Nevada, as the place for holding any special meeting of the
Board of Directors so called.
Section 6: Notice of any special meeting shall be given at least two (2) days
prior thereto by written notice delivered personally or mailed to each director
at his business address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage prepaid thereon. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business to be transacted at such meeting. The purpose of any regular or special
meeting of the Board of Directors need not be specified in the notice or waiver
of such meeting.
4
<PAGE>
Section 7: A majority of the number of directors established according to
Section 2 of this Article IV shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice. Once a quorum has
been established at a duly organized meeting, the Board of Directors may
continue to transact corporate business until adjournment, notwithstanding the
withdrawal of enough members to leave less than a quorum.
Section 8: The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors unless the
Statutes of the State of Nevada require a greater-than-majority vote, in which
case, such greater-than-majority vote shall be required fir the act to be that
of the Board of Directors.
Section 9: Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason o an increase in the number of directors shall be filled by
election at annual meeting or at a special meeting of the stockholders called
for that purpose.
Section 10: By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefore.
Section 11: A director of the corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall express such dissent by written notice sent by registered mail
to the Secretary of the corporation within one (1) day after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 12: Any section required to be taken at a meeting of the Board of
Directors, or any other action which may be taken at a meeting if a written
consent thereto is signed by all the members of the Board. Such written consent
shall be filed with the minutes of the meetings of the Board of Directors. Any
meeting of the Board of Directors may be held by conference telephone call with
minutes thereof duly prepared and entered into the Minute Book.
ARTICLE V
Officers
Section 1: The officers of the corporation shall be a President, a
Vice-President, a Secretary, a Treasurer, and a Resident Agent, each of whom
shall be elected by the Board of Directors. Other officers and assistant
officers may be authorized and elected or appointed by the Board of Directors.
Any two (2) or more offices may be held by the same person.
5
<PAGE>
Section 2: The officers of the corporation shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the stockholders. If the election of the officers shall
not be held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall be removed in the manner hereinafter provided. Each officer
shall serve for a term of one (1) year, or until his successor is elected and
qualified.
Section 3: Any officer of agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever, in is sole judgment, the best
interests of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Section 4: A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by majority vote of the Board of
Directors for the unexpired portion of the term of such office.
Section 5: The President shall preside at all meetings of the directors and the
stockholders and shall have general charge and control over the affairs of the
corporation, subject to control b the Board of Directors. The President shall
sign or countersign all certificated, contracts and other instruments of the
corporation as authorized by the Board of Directors an shall perform such other
duties as are incident to his office or are required of him by the Board of
Directors.
Section 6: The Vice-President shall exercise the functions of the President, in
the President's absence, and shall have such powers and duties as may be
assigned to him from time to time by the Board of Directors.
Section 7: The Secretary shall issue notices for all meetings, as required by
the By-Laws; shall keep a record of the minutes of the proceedings of the
meetings of stockholders and directors; shall have charge of the Seal and of the
corporate books; and shall make such reports and perform such other duties as
are incident to his office, or properly required of him by the Board of
Directors.
Section 8: The Treasurer shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation, or as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors, from time to time, as may be required of him, an account of all his
transactions as Treasurer and of the financial condition of the corporation. He
shall perform all duties incident to his office or which are properly required
of him by the Board of Directors.
Section 9: The Resident Agent shall be in charge of the corporation's registered
office, upon whom process against the corporation may be served, and shall
perform all duties required of him by statute.
6
<PAGE>
Section 10: The salaries of all officers shall be fixed by the Board of
Directors, and may be changed from time to time by a majority vote of the Board
of Directors.
ARTICLE VI
Agreements and Finances
Section 1: The Board of Directors may authorize any officer or officers, or
agent of agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2: No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
Section 3: All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such duly authorized officer or officers, or agent of agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4: All funds of the corporation not otherwise employee shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLES VII
Certificate of Shares
Section 1: Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except in
case of a lost, destroyed or mutilated certificate, a new one may be issued
therefore upon such terms and indemnity to the corporation as the Board of
Directors may prescribe.
Section 2: Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney authorized by power of attorney duly executed and
filed with the Secretary of the corporation, and only on full surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes, unless otherwise notified by such person in
writing.
7
<PAGE>
ARTICLE VIII
Fiscal Year
Section 1: The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.
ARTICLE IX
Seal
Section 1: The corporation may or may not have a corporate seal, as may from
time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE X
Amendments
Section 1: These By-Laws may be amended by a majority vote of all the stock
issued and outstanding and entitled to vote at any annual or special meeting of
he stockholders, provided notice of intention to amend shall have been contained
in the notice of the meeting.
Section 2: The Board of Directors, by a majority vote of the entire Board of
Directors, present at any meeting, may amend these By-Laws, including By-Laws
adopted by the stockholders.
ARTICLE XI
Indemnification of Directors and Officers
Section 1: Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation as a
director or officer if another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless, to the fullest extent legally permissible under the laws of the
State of Nevada, against all expenses, liability and loss, including attorneys
fees, judgments, fines and amounts paid or to be settlement, reasonably incurred
or suffered by him in connection therewith, all pursuant to NFS 78.151. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person.
8
<PAGE>
Section 2: This indemnification is intended to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada and the corporation
may purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of MILLENNIUM GROUP HOLDINGS, INC. and
that the foregoing By-Laws, consisting of ten (10) pages, constitutes the Code
of MILLENNIUM GROUP HOLDINGS, INC. adopted by the Board of Directors of the
Corporation, effective this 27th day of April, 1992.
9
Specimen of Common Stock Certificate
Number Shares
RS _____________ ______________
Millennium Group Holdings, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR
CERTAIN DEFINITIONS
COMMON STOCK
CUSIP 60036F 30 6
THIS CERTIFIES THAT:
is owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.001 PAR VALUE EACH OF
MILLENNIUM GROUP HOLDINGS, INC.
transferable on the books of the Corporation in person or by attorney upon
surrender of this certificate duly endorsed or assigned. This certificate and
the shares represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation and By-laws of the Corporation, as now
or hereafter amended.
This certificate is not valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
DATED: ____________ COUNTERSIGNED:
OLDE MONMOUTH STOCK TRANSFER CO., INC.
77 MEMORIAL PARKWAY, ATLANTIC HIGHLANDS, NJ 07716
TRANSFER AGENT
BY:
AUTHORIZED SIGNATURE
[CORPORATE SEAL]
/s/ Roger Carlsten /s/ Robert Felleman
- ------------------ --------------------
SECRETARY PRESIDENT
<PAGE>
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties ---------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as tenants under Uniform Gifts to Minors
in common
Act ______________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[_________________________]
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________
_________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATSOEVER.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR THE TRANSFER AGENT
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