SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14 (c)
of
the
Securities Exchange Act of 1934 (Amendment No.)
Check
the
appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2))
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Definitive
Information Statement
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MIDNIGHT
HOLDINGS GROUP,
INC.
(Name
of
Registrant As Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is
calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No:
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Filing
Party:
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4)
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Filed:
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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY
THE BOARD OF DIRECTORS OF THE COMPANY
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
MIDNIGHT
HOLDINGS GROUP, INC.
22600
Hall Road, Suite 205
Clinton
Twp. MI 48036
INFORMATION
STATEMENT
January ,
2008
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission
and is being furnished, pursuant to Section 14C of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders")
of
the common stock, par value $.00005 per share (the "Common Stock"), of Midnight
Holdings Group, Inc., a Delaware Corporation (the "Company"), to notify such
Stockholders that on or about January 14, 2008, the Company received written
consent in lieu of a meeting of stockholders from a shareholder holding 500,000
Series A Convertible Preferred shares which represent 2,500,000,000 voting
shares of common stock. Nicholas Cocco is the holder of 500,000
Series A Convertible Preferred shares outstanding. As the holder of
the Series A Convertible Preferred shares, Mr. Cocco has the right to vote
two
hundred fifty times the number of shares of common stock that the Series A
Convertible Preferred is convertible into on all matters submitted to the
shareholders. The Series A Convertible Preferred shares are each
convertible into twenty shares of common stock. Therefore the 500,000
Series A Convertible Preferred shares are convertible into 10,000,000 common
shares and Nicholas Cocco has the right to vote two hundred fifty times the
number of shares pursuant to the rights designated to the Series A Convertible
Preferred Shares and has voted such amount in favor of approving the Amended
Articles of Incorporation of the Company (the “Amendment”), and approving the
Spinning Off of the Company’s subsidiary American Mobile Products, Inc. F/K/A
Midnight Auto Franchise Corp. (the “Spin-off”) or a total of 2,5000,000 shares
of voting stock. Accordingly the maximum number of shares of
stock that the Company shall be authorized to have outstanding at any
time shall be increased to (i) five billion (5,000,000,000) shares of common
stock at par value of $0.00005, (ii) the Company’s Subsidiary American Mobile
Products, Inc. F/K/A Midnight Auto Franchise Corp. shall be distributed in
the
Spin-Off . The Spin-Off will be effected by way of a pro- rata
dividend of the stock of the Company’s subsidiary American Mobile Products, Inc.
F/K/A Midnight Auto Franchise Corp. Following the Spin-Off you will
own shares in both the Company and the Company’s subsidiary American Mobile
Products, Inc. F/K/A Midnight Auto Franchise Corp.
On
January 11, 2008, the Board of Directors of the Company approved the Amendment
and the Spin-Off subject to Stockholder approval. The Majority Stockholders
approved the Amendment and Spin-Off by written consent in lieu of a meeting
on
January 14, 2008 in accordance with the Delaware Business Corporation
Act. Accordingly, your consent is not required and is not being
solicited in connection with the approval of the Amendments.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Amendment to the Company's Certificate of Incorporation amended the number
of
shares of common stock that the Company shall be authorized to have outstanding
at any time shall be five billion (5,000,000,000) shares of common stock at
par
value of $0.00005 with no preemptive rights. The form of Certificate
of Amendment that will be filed with the Delaware Secretary of State is attached
hereto as Exhibit A.
The
entire cost of furnishing this Information Statement will be borne by the
Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to
the
beneficial owners of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on January 18, 2008,
as
the record date (the "Record Date") for the determination of Stockholders who
are entitled to receive this Information Statement.
You
are being provided with this Information Statement pursuant to Section 14C
of
the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in
accordance therewith, the Amendment will not be filed with the Secretary of
State of the State of Delaware or become effective until at least 20 calendar
days after the mailing of this Information Statement.
This
Information Statement is being mailed on or about January 29, 2008 to all
Stockholders of record as of the Record Date.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files
reports, proxy statements and other information including annual and quarterly
reports on Form 10-KSB and 10-QSB (the “1934 Act Filings”) with the Securities
and Exchange Commission (the “Commission”). Reports and other information filed
by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
DC 20549. Copies of such material can be obtained upon written request addressed
to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission maintains a web site on the
Internet (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file electronically
with
the Commission through the Electronic Data Gathering, Analysis and Retrieval
System (“EDGAR”).
The
following documents as filed with the Commission by the Company are incorporated
herein by reference:
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1.
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Quarterly
Reports on Form 10-QSB for the quarters ended September 30, 2007;
June 30,
2007 and March 31, 2007.
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2.
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Annual
Report on Form 10-KSB for the year ended December 31, 2006.
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3.
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Annual
Report on Form 10-KSB for the year ended December 31, 2005.
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OUTSTANDING
VOTING SECURITIES
As
of the date of the Consent by the Majority Stockholders, January 14, 2008,
the
Company had 925,167,997
shares of Common Stock
issued and
outstanding, and there were 500,000 shares of Series A Convertible Preferred
Stock issued and outstanding. Each share of outstanding Common Stock is entitled
to one vote on matters submitted for Stockholder approval.
On January 14, 2008, Nicholas Cocco, acting with voting power as majority
shareholder has executed and delivered to the Company a written consent
approving the Amendment and the Spin-Off. Since the Amendment and the
Spin-Off have been approved by the Majority Stockholders, no proxies are being
solicited with this Information Statement.
The DBCA provides in substance that unless the Company's articles of
incorporation provides otherwise, stockholders may take action without a meeting
of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding
stock
having not less than the minimum number of votes that would be necessary to
take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the
Company's common stock owned on January 14, 2008 by (i) each who is known by
the
Company to own beneficially more than 5% of its outstanding Common Stock, (ii)
each director and officer, and (iii) all officers and directors as a
group:
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Name
and Address of Directors, Officers and 5%
Shareholders
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Amount
and Nature of
Beneficial
Ownership
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Percent
of
Class
(1)
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Nicholas
Cocco (1) (2)
16
Evergreen Dr.
Harrison
Twp., MI 48045
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112,775,250
(3)
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12.19%
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Richard
Kohl (2)
2110
Vesper Drive
Macomb
Twp., MI 48044
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101,397,270
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10.95%
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Norma
Kohl
2110
Vesper Drive
Macomb
Twp., 48044
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65,061,347
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7.03%
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Dennis
Spencer
11512
Bayberry
Bruce
Twp., MI 48065
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89,397,270
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9.66%
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Officers
and Directors as a Group (2 persons)
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214,172,520
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23.15%
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(1)
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Indicates
Director
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(2)
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Indicates
Officer
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(3)
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Includes
112,775,250 shares of common stock and a warrant to purchase 100,000
shares of common stock beneficially owned by River Star LLC, of which
Mr.
Cocco is a member. In addition, Mr. Cocco is the holder of
500,000 Series A Convertible Preferred shares outstanding. As
the holder of the Series A Convertible Preferred shares, Mr. Cocco
has the
right to vote two hundred fifty times the number of shares of common
stock
that the Series A Convertible Preferred is convertible into on all
matters
submitted to the shareholders. The Series A Convertible
Preferred shares are each convertible into twenty shares of common
stock.
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DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under the DBCA, the Company’s articles of
incorporation consistent with above or By-Laws to dissent from any of the
provisions adopted in the Amendments.
AMENDMENT
TO THE COMPANY’S ARTICLES OF
INCORPORATION TO
INCREASE
THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.
The Company's Articles of Incorporation, as amended (the "Articles of
Incorporation") authorizes the maximum number of shares outstanding at any
time
shall be one billion (1,000,000,000) shares of Common Stock, $.00005 par
value. On January 11, 2008, the Board of Directors approved an
amendment to the Articles of Incorporation to authorize five billion
(5,000,000,000) shares of Common Stock. The Board of Directors is
authorized to fix the number of shares of and to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon the Common
Stock. On January 14, 2008, the holders of a majority of the outstanding shares
of Common Stock approved the amendment by written consent.
The general purpose and effect of the amendment to the Company's Articles of
Incorporation is to authorize 4,000,000,000 additional shares of Common
Stock. The Board of Directors believes that it is prudent to have the
new class of Common Stock available for general corporate purposes, including
acquisitions, equity financings, stock dividends, stock splits or other
recapitalizations, and grants of stock options. Specifically, the increase
in
authorized shares is necessary based upon the financing completed by the
Company. When the Board of Directors deem it to be in the best interests of
the
Company and the Stockholders to issue additional shares of Common Stock in
the
future from authorized shares, the Board of Directors generally will not seek
further authorization by vote of the Stockholders, unless such authorization
is
otherwise required by law or regulations.
This
new class of Common Stock could have an anti-takeover effect. If the Company's
Board of Directors desires to issue additional shares in the future, such
issuance could dilute the voting power of a person seeking control of the
Company, thereby deterring or rendering more difficult a merger, tender offer,
proxy contest or an extraordinary corporate transaction opposed by the
Company.
Spin-Off
of the Company’s Subsidiary American Mobile Products, Inc. F/K/A Midnight Auto
Franchise Corp.
We
are furnishing this Information
Statement to the stockholders of Midnight Holdings Group, Inc., (the “Company”)
in connection with the Spin-Off of the Company’s Subsidiary American Mobile
Products, Inc. F/K/A Midnight Auto Franchise Corp. (the
“Subsidiary”). After the spin-off is completed, the subsidiary will
be owned by the stockholders of the Company of record on the record date for
the
distribution.
Holders
of record of our the Company’s
common stock as of the close of business on January 18, 2008, which will be
the
record date for the spin-off, will receive one share of the subsidiary common
stock for every Company share. No action is required on your part to receive
your Subsidiary shares. You will not be required to pay anything for the new
shares or to surrender any shares of you Company stock.
Your
receipt of Subsidiary shares in the
distribution will not be tax free for
U.S.
federal
income tax purposes. You should
consult your own tax advisor as to the particular consequences of the
distribution to you.
Our
board of directors has determined
that a Spin-Off of the stock of our Subsidiary to our stockholders is in the
best interests of our stockholders. Our Subsidiary has distinct operations
from
our other remaining businesses, with different opportunities, challenges,
strategies and means of doing business. Because of these differences, there
are
few synergies in the marketplace available to us by operating the businesses
together. We anticipate that by separating our Subsidiary business from our
other businesses, we will permit the management of each company to focus on
the
opportunities specific to its own business. We believe this will enable enhanced
growth through both internal expansion and strategic alliances.
Following
the distribution our
Subsidiary
American Mobile Products, Inc. F/K/A Midnight Auto Franchise
Corp. will remain a private company.
EFFECTIVE
DATE OF
AMENDMENTS
Pursuant
to Rule 14c-2 under the Exchange Act, the filing of the Amendment to the
Certificate of Incorporation with the Delaware Secretary of State or the
effective date of such filing, shall not occur until a date at least twenty
(20)
days after the date on which this Information Statement has been mailed to
the
Stockholders. The Company anticipates that the actions contemplated hereby
will
be effected on or about the close of business on February 19, 2008.
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By
Order of the Board of Directors
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/s/
Nicholas Cocco
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Chief
Executive Officer
&
Director
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6
Midnight (CE) (USOTC:MHGI)
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Midnight (CE) (USOTC:MHGI)
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