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MHGI -- Midnight Holdings Group, Inc. Com ($0.00005) Search for Dun & Bradstreet reports on this company.
Address: 22600 Hall Road Suite 205 Clinton Township, MI 48036 USA
Phone: (586) 468-8741
Business Description: Not Available
Primary State of Incorporation: Delaware
Country of Incorporation: USA
Officers: Nicholas Cocco, President/CEO; Russell W.H. Bailey, COO
Fiscal Year End: December 31
Edgar Filing Status: Current EDGAR Filer
CIK: 0000833083
Outstanding Shares: 85,627,061 as of 2005-09-30
Estimated Market Cap: Not Available Number of Shareholders of Record: 1,197 as of 2006-06-30
Current Capital Change:
Dividends:
Company Notes: Formerly=DCUSA Corp. until 6-93 Formerly=ReDOX Technology Corp. until 3-06
Class Notes: Issued=8-88 per distribution by Family Health Systems, Inc. Basis: 1 sh DCUSA for each 5 shs Family Health held 6-15-88 Capital Change=6-94 shs increased by 20 for 1 split
Transfer Agent: Not Available
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Non-Reliance on Previous Financials, Audits or Interim Review, Financ
ITEM 4.02(a). NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. On February 4, 2007, the Board of Directors of the Registrant (the "Board") and the Registrant's management concluded that previously reported audited financial statements for the year ended December 31, 2005 (the "2005 Financial Statements") should no longer be relied upon and would be restated. Specifically, the Registrant determined that the derivative liabilities and the amount payable as Default Payments (as defined below) to certain holders of its outstanding callable convertible promissory notes (the "Note Holders"), which were originally issued on April 27, 2004 (the "April 2004 Note") and June 11, 2004 (the "June 2004 Note" and together with the April 2004 Note, the "Notes"), were incorrectly calculated.
In the 2005 Financial Statements filed with the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Registrant disclosed that the Notes were in default as of December 29, 2004, which entitled the Note Holder to demand repayment of the then outstanding principal amount under the Notes (the "Principal Amount") in an amount equal to the greater of (a) 130% of (i) the Principal Amount, (ii) accrued but unpaid interest, and/or (iii) any default interest or registration statement penalties accrued thereunder (the amounts referred to in (i), (ii) and (iii) together with the Principal Amount, the "Default Sum"), and (b) number of shares of the Registrant's common stock, par value $0.00005 (the "Common Stock") per share, into which the default sum was convertible multiplied by the highest market price of the Common Stock commencing as of the date of the event of default (the "Default Payment"). An event of default occurred on August 25, 2004 as to the April 2004 Note and on October 9, 2004 as to the June 2004 Note, both of which occurred prior to the December 29, 2004 event of default that was disclosed in the 2005 Financial Statements filed with the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2005. As a result, the aggregate amount payable to the Note Holders as Default Payments under the Notes recognized in the 2005 Financial Statements filed with the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2005 was overstated by $208,954 and should have been recorded as $1,041,046 and the aggregate derivative liabilites was understated by $3,858,710 and should have been recorded as $12,039,667.
The effect of the non-cash restatements related to the derivative liabilities and amount payable to the Note Holders as Default Payments under the Notes as of December 31, 2005 will be to increase the Registrant's net loss for the year ended December 31, 2005 by $3,649,756 to $13,018,718. In addition, the effect of the restatements related to the basic and diluted net loss per share attributable to the holders of Common Stock for the year ended December 31, 2005 will remain at $.03. The effect of the restatements on our balance sheet as of December 31, 2005 will be a decrease to stockholders' deficit from $10,455,150 to $14,104,906.
After discussion with the Board, Management and Malone & Bailey, the Registrant's independent registered public accounting firm, the company concluded that, due to the errors, the previously issued consolidated financial statements for the year ended December 31, 2006, which were in the Company's Annual Report on Form 10-KSB on November 17, 2006 should not be relied upon.
The Registrant intends to restate the 2005 Financial Statements when they file their Annual Report on Form 10-KSB for the year ended December 31, 2006.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) None.
(b) None.
(c) Exhibits.
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Midnight Holdings Group Announces Oklahoma Acquisition, Expansion Plans
Apr 3, 2007 12:09:00 (ET)
CLINTON TOWNSHIP, Mich., April 3, 2007 /PRNewswire-FirstCall via COMTEX/ -- Midnight Holdings Group, Inc. (MHGI, Trade ) today announced that it has purchased the assets of the three franchised All Night Auto operations in Oklahoma and added the three service centers to it's All Night Auto Stores, Inc. operations.
The three facilities are located in Norman, Warr Acres and Yukon and currently generate about $2.2 million in annual sales revenues according to Nicholas Cocco, the CEO of Midnight Holdings Group, Inc. "This is the first of several acquisitions we plan to complete over the coming years to grow our operations and meet the objectives of our business plan."
Cocco also announced that Steve Stearman will join Midnight as the Field Director of Southwest and West Coast operations, where he will oversee all facility operations in the Southwest and West and guide development of new operations.
"We are very excited to have Steve join the management of Midnight -he's a great operator who knows cars, understands our client base, especially the fleet business and overall he's a terrific asset for the growth of the company," said Cocco.
Stearman has many years of experience in multiple aspects of the auto service industry including a stint as a quality engineer for General Motors. "I've been very successful in building up the All Night Auto brand in this area and I look forward to adding more All Night Auto stores in Oklahoma City and Tulsa markets," said Stearman. "I also look forward to driving the expansion of our brand throughout the entire Western region, especially Arizona where we have one store now. I can get our stores up and running very quickly and I like seizing great opportunities. What I see in the Midnight management team and the All Night Auto brand is the opportunity for expansion and real participation in the growth of an organization. I am excited to be a part of something like this."
Rich Bruder, in-house counsel for Midnight Holdings, said, "Steve will be a major asset in the continuing improvement of our infrastructure and efficiency. Now that Steve has joined our team, he can spend more time doing what he does best - taking care of customer needs. Additionally, his extensive knowledge at the store level will be used to generate growth for the company."
About All Night Auto
All Night Auto provides all makes/all model concierge service and convenience to both retail and commercial clients seven days 100-hours per week--Monday through Thursday from 7 a.m. until midnight, Saturday and Sundays until 6 pm. All Night Auto's "Automotive Concierge Service" is designed to meet the demands of today's well educated and discriminating consumer in the rapidly-changing service economy. All Night Auto currently operates nine All Night Auto branded locations in Arizona, Illinois, Michigan and Oklahoma.
About Midnight Holdings Group, Inc.
Midnight Holdings Group, Inc. (MHGI, Trade ) is the parent of Midnight Auto Franchise Corp and All Night Auto Stores, Inc. The subsidiary companies provide management and distribution services as well as automotive aftermarket products and concierge services under its flagship "All Night Auto(R)" and "All Night Lube Express(TM)" brand names.
This news release contains forward-looking statements, including those that involve known and unknown risks, delays, uncertainties and other factors not under the control of Midnight Holdings Group, Inc., which may cause actual results, performance or achievements of the Midnight Holdings Group, Inc. to be materially different from the results, performance or other expectations implied by these forward-looking statements. These risks and other factors, are discussed in the Midnight Holdings Group, Inc.'s filings with the Securities and Exchange Commission such as the 10K, 10Q and 8K reports. Midnight Holdings Group, Inc. undertakes no obligation to update any forward- looking statements.
CONTACT: Bruce Stockler (914) 472-0176 stockler*optonline.net
SOURCE Midnight Holdings Group, Inc.
Bruce Stockler for Midnight Holdings Group, Inc., +1-914-472-0176, stockler*optonline.net
Related Quotes Sym. Price Chg. MHGI Trade News 0.003 0 Midnight Holdings Group Announces Expansion in Naperville, Illinois
Apr 4, 2007 14:10:00 (ET)
CLINTON TOWNSHIP, Mich., April 4, 2007 /PRNewswire-FirstCall via COMTEX/ -- Midnight Holdings Group, Inc. (MHGI, Trade ) today announced that its subsidiary company All Night Auto Stores Inc. has sold its All Night Auto of Aurora, IL, and All Night Lube Express of Tinley Park, IL, operations to All Night Auto of Naperville, IL, a joint venture partnership between Midnight Auto Franchise Corp. and J.C. Walsh Inc. The transaction increases All Night Auto of Naperville's store ownership count from one to two (Tinley Park and Aurora) and merges the Lube Express operations at Tinley Park with the service center operations located at the same facility. Both locations operated by the joint- venture now have Lube Express facilities with common management and revenues. John Walsh, president of All Night Auto of Naperville, will be the General Manager with operational support provided by Midnight Auto Franchise Corp.
According to Nicholas Cocco, the CEO of Midnight, the deal will help streamline the efficiency of the two suburban Illinois operations allowing John Walsh to be focused on expanding the size and scope of the operations in both Aurora and Tinley Park.
"It has always been our intention to expand our presence in the Chicago market," says John Walsh, president of All Night Auto of Naperville. "The Tinley Park store continues to increase its client base and revenue. The Aurora store started with a strong client base and is still growing strong. Working with Midnight, we will increase our Automotive Concierge Service offerings paving the way for additional All Night Auto stores in this market," says Walsh. "The FTP program is truly a winner when it comes to building a business and a market area."
"We are continuing to grow our FTP joint-venture programs as well as showcase our commitment to existing partnerships. The Aurora store is just one of our flagship locations that we plan on moving into partnerships," Cocco said. "Both the Tinley Park and Aurora locations are doing solid business and John and I see plenty of opportunities for growth at both locations. Our partnership is an example of how well our unique FTP programs really work. We are a little over 18 months into this partnership program and we are already expanding the operations of All Night Auto of Naperville," Cocco says.
"The Aurora and Tinley Park locations are top producers for us. Our clients' benefit the most from the addition of this location to the joint- venture program," said Jim M. Jung, Director of Sales and Marketing for Midnight. "John Walsh and the Team All Night personnel are a great example of how our partnership programs provide superior services to the market place."
About All Night Auto
All Night Auto provides all makes/all model concierge service and convenience to both retail and commercial clients seven days 100-hours per week--Monday through Thursday from 7 a.m. until midnight, Saturday and Sundays until 6 pm. All Night Auto's "Automotive Concierge Service" is designed to meet the demands of today's well educated and discriminating consumer in the rapidly-changing service economy. All Night Auto currently operates nine All Night Auto branded locations in Arizona, Illinois, Michigan and Oklahoma.
About Midnight Holdings Group, Inc.
Midnight Holdings Group, Inc. (MHGI, Trade ) is the parent of Midnight Auto Franchise Corp and All Night Auto Stores, Inc. The subsidiary companies provide management and distribution services as well as automotive aftermarket products and concierge services under its flagship "All Night Auto(R)" and "All Night Lube Express(TM)" brand names.
This news release contains forward-looking statements, including those that involve known and unknown risks, delays, uncertainties and other factors not under the control of Midnight Holdings Group, Inc., which may cause actual results, performance or achievements of the Midnight Holdings Group, Inc. to be materially different from the results, performance or other expectations implied by these forward-looking statements. These risks and other factors, are discussed in the Midnight Holdings Group, Inc.'s filings with the Securities and Exchange Commission such as the 10K, 10Q and 8K reports. Midnight Holdings Group, Inc. undertakes no obligation to update any forward- looking statements.
SOURCE Midnight Holdings Group, Inc.
Bruce Stockler, of Number 9 PR for Midnight Holdings Group, Inc., +1-914-472-0176, number9pr*optonline.net
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