UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 3, 2006
MIDNIGHT HOLDINGS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-22142 55-0681106
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3872 Rochester Road, Troy, Michigan 48083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (586) 783-1365
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On April 3, 2006, Midnight Holdings Group, Inc. (the "REGISTRANT")
entered into a Consulting Agreement (the "AGREEMENT") with Russell Bailey, its
current Chief Operating Officer. Pursuant to the terms of the Agreement,
effective as of April 3, 2006, Mr. Bailey is to perform consulting services for
the Company as set forth on EXHIBIT A thereto (the "SERVICES"). The Registrant
is to pay Mr. Bailey US$159,984 per annum for Services performed, which
represents a rate of US$6,666 per pay period, based on 24 pay periods per
calendar year. Mr. Bailey is required to commit twenty (20) hours per week in
connection with the performance of the Services. Mr. Bailey may dedicate more
than twenty hours per week to the performance of the Services upon prior written
approval of the Chief Executive Officer of the Registrant, for which time he
will be paid US$125 per hour. The Agreement may be terminated by the Registrant
or Mr. Bailey upon thirty (30) days' prior written notice to the other party.
The Agreement also contains restrictive covenants with respect to
non-competition, non-solitication, confidentiality and assignment of
intellectual property.
The Registrant issued to Mr. Bailey a warrant to purchase 150,000
shares of common stock, par value $0.00005 per share, of the Registrant,
exercisable from July 1, 2006 to July 1, 2010, at an exercise price of $1.00 per
share, with a "cashless" exercise provision (the "WARRANT"). The Registrant
issued the Warrant in reliance upon an exemption from registration pursuant to
Section 4(2) of the Securities Act and the rules and regulations promulgated
pursuant thereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
4.1 Warrant to purchase up to 150,000 shares of Common Stock of
the Registrant.
10.1 Consulting Agreement, dated as of April 3, 2006, between the
Registrant and Russell Bailey.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 3, 2006
MIDNIGHT HOLDINGS GROUP, INC.
By: /s/ Nicholas A. Cocco
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Name: Nicholas A. Cocco
Title: President and Chief Executive Officer