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
August 23, 2001
Date of Report
(Date of Earliest Event Reported)
Milinx Business Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Suite 3827
1001 Fourth Avenue Plaza
Seattle, WA 98154
(Address of principal executive offices)
206-621-7032
Registrant's telephone number
Delaware 000-26421 91-1954074
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(State of Incorporation) (Commission File Number) (I.R.S. Employer)
ITEM 5. OTHER EVENTS
On August 2, 2001 Wayside Solutions Inc., (a company wholly owned by Blair
McInnes and David Worrall), and Milinx Business Group, Inc. (herein the
"Company") along with Maynard L. Dokken and Mikiko Fujisawa, signed a proposal
for effecting a change of management and for funding the Company. The parties
subsequently determined that they would not proceed with the proposal.
ITEM 6. RESIGNATION OF DIRECTORS
On August 15, 2001 Mr. James Medley resigned as a director of Milinx Business
Group, Inc. Mr. Medley stated several reasons for his resignation which are
summarized below. A full copy of his resignation letter is attached as an
exhibit to this Form 8-K.
Mr. Medley has indicated that his reasons for resignation include concerns as to
his ability to fulfill his obligations as director due to the company's ability
to meet financial reporting requirements, unpaid payroll and source deductions,
and a lack of presence and information from management of the Company.
The Company disagrees with the stated comments of Mr. Medley, and responds as
follows:
The Company believes it has organized the necessary resources to meet reporting
requirements of the SEC. Management is taking all practical steps to complete
these necessary filings within the allowed periods. In particular, the Company
has been actively arranging funding for the Form 10K filing including the
preparation of audited financial statements.
The Company's officers were available to the Company at all relevant times. At
the end of May, the above mentioned individuals of Wayside Solutions Inc.
sourced Mr. John Trigardi as an advisor to manage the business operation of
Milinx Business Services, Inc., a wholly owned subsidiary of Milinx Business
Group, Inc. The placement of Mr. Trigardi was a requirement to receiving funding
from this source. At all relevant times, Mr. Medley has been in contact with the
officers of the Company on at least a weekly basis, met John Trigardi and was in
contact with Wayside Solutions Inc. directly.
With respect to payroll remittances and source deductions, Mr. Medley was
updated by the Corporate Secretary on a weekly, and sometimes daily, basis on
payroll status. The unpaid payroll deductions were discussed in the previous
Form 10Q dated March 31, 2001 and Form 8K dated July 12, 2001. Mr. Medley has
been provided with all updates possible. He was also provided with a detailed
accounts payable list at the end of June and an unaudited update of accounts
payable at the end of July. He had unrestricted access to the Company's
accounting records.
Mr. Medley was provided the opportunity to proceed with reviewing and organizing
the completion of the necessary public filings and audit preparation, however he
declined stating concerns over payroll remittances.
FORWARD LOOKING INFORMATION
This document contains forward-looking statements that involve a number of risks
and uncertainties. A forward looking statement is usually identified by our use
of certain terminology, including "believes," "expects," "may," "will,"
"should," "could," "seeks," "pro forma," "anticipates" or "intends" or by
discussions of strategy or intentions.
Forward looking statements: This document may contain statements about expected
future events and financial results that are forward looking in nature, and, as
a result, are subject to certain risks and uncertainties, including general
economic and business conditions, and specific conditions affecting our sector,
including pricing pressures and declining prices; our ability to access capital
Markets to ensure financial liquidity; competition; the inability to attract and
retain our anticipated customer base; changes in business strategy or
development plans; the ability to attract and retain qualified personnel; and
other factors. Actual Results may differ materially from those projected by
management. For such statements, we claim the safe harbor for "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.
Information about management's view of Milinx's future expectations, plans and
prospects that constitute forward-looking statements for purposes of the safe
harbor provisions under The Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those indicated by these
forward-looking statements as a result of a variety of factors including, but
not limited to, the doubt as to Milinx's ability to restructure as a going
concern, risks associated with efforts to restructure the obligations of Milinx,
risks associated with efforts to obtain equity or other financing, risks
associated with actions commenced by Milinx and its subsidiaries to receive
equitable relief from the courts for damages and the value of its intellectual
property. Competitive developments, risks associated with Milinx's growth, and
other factors. Milinx assumes no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in
factors affecting such forward-looking statements.
In addition, forward looking statements depend upon assumptions, estimates and
dates that may not be correct or precise and involve known and unknown risks,
uncertainties and other factors. Any financial information in this release is
based on unaudited and incomplete information. Accordingly, a forward-looking
statement in this document is not a prediction of future events or
circumstances, and those future events or circumstances may not occur. Given
these uncertainties, you are warned not to rely on the forward-looking
statements. Neither we nor any other person assumes responsibility for the
accuracy and completeness of these statements. Except for ongoing obligations
under the federal securities laws to disclose all material information to
investors, we are not undertaking any obligation to update these factors or to
publicly announce the results of any changes to our forward looking statements
due to future events or developments.
For more information, please contact:
Milinx Business Group Inc.
3827 -1001 Fourth Avenue
Seattle, Washington 98154
Phone 206-621-7032 (9 AM - 5 PM PT)
Fax 206-621-7035
SIGNATURES
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.
MILINX BUSINESS GROUP, INC. DATE
/s/ Mikiko Fujisawa August 23, 2001
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Mikiko Fujisawa, Corporate Secretary
Exhibit to the Form 8-K
Resignation Letter of James R. Medley dated August 15, 2001
Dear Mr. Dokken;
Recent events have made it impossible for me to fulfill my obligations to
shareholders and I believe that I am left with no alternative but to resign as a
member of the Milinx Business Group Board for the following reasons:
The officers elected by the Board to run Milinx have been absent from the
Company for long periods of time without the Board's knowledge or consent.
I made repeated requests of the Treasurer to lay off employees at any time the
officers did not know how employees at Milinx Business Services would be paid. I
later learned that both the payroll and proper payroll deposits with Revenue
Canada became seriously delinquent without my knowledge.
I have been unable to obtain adequate financial updates or communications from
the officers of the Company. Frequent phone calls asking for a call back were
ignored. When I asked your attorney to open up some line of communication he
reported to me that you would not be available to me directly.
On August 13, 2001 I requested a Board meeting in writing and stated how I could
be reached and that without a meeting I would have no choice but to resign. Your
response on August 14, 2001 indicates that you were available for a meeting but
that you preferred my resignation.
It is 45 days after the Company's year-end and it appears that the Company's
books are not being properly maintained, nothing is being done to prepare for an
audit or the annual report on form 10-K. It is highly unlikely that Milinx will
be able to comply with public reporting required by the SEC and attempts by me
to resolve this problem have not resulted in a positive dialogue between us.
Therefore, this is my official letter of resignation and it is my opinion that
Milinx is required to submit this letter with a FORM 8-K to the SEC.
Sincerely,
James R. Medley