UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Millenium Healthcare Inc. |
| (Name of Issuer) |
| Common Stock, Par Value $0.0001 Per Share |
| (Title of Class of Securities) |
| 60040L109 |
| (CUSIP Number) |
Dominick Sartorio
Millennium Healthcare Inc.
400 Garden City Plaza, Suite 440
Garden City, NY 11530
Tel. No.: (516) 628-5500
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
— with a copy to (Company Counsel)—
Andrea Cataneo, Esq.
Sichenzia, Ross, Friedman Ference LLP
61 Broadway
New York, NY 10006
October 24, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 60040L109
(1) Names of reporting persons.
Anthony J. Kirincic
(2) Check the appropriate box if a member of a group (see instructions)
(a) [ ] (b) [ ]
(3) SEC use only.
(4) Source of funds (see instructions).
PF
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e). [X]
(6) Citizenship or place of organization.
United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power: 1,625,000
(8) Shared voting power:
(9) Sole dispositive power: 1,625,000
(10) Shared dispositive power:
(11) Aggregate amount beneficially owned by each reporting person.
1,625,000 common shares. Mr. Kirincic owns 102,258 shares of the issuer's Preferred E Stock. Each Preferred E share may be convertible into 65 shares of the issuer's common stock without additional consideration, 25,000 of which shall be convertible within the next 60 days. See attached exhibit.
(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions). [ ]
(13) Percent of class represented by amount in Row (11).
2.5%
(14) Type of reporting person (see instructions).
IN
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Item 1. Security and Issuer.
Mr. Kirincic owns 102,258 shares of the issuer's Preferred E Stock. Each Preferred E share may be convertible into 65 shares of the issuer's common stock without additional consideration, 25,000 of which shall be convertible within the next 60 days. See attached exhibit.
The Issuer's principal executive offices are located at 400 Garden City Plaza, Suite 440, Garden City, NY 11530
Item 2. Identity and Background.
(a) The name of the Reporting Person is Anthony J. Kirincic.
(b) Business Address:
23 Villanova Lane
Dix Hills, NY 11746
(c) Principal Occupation:
Private Investor- Self-Employed
(d) N/A
(e) On November 28, 2007 a FINRA hearing panel issued a decision permanently barring Mr. Kirincic from association with any FINRA member finding him in violation of Section 10(b) of the Securities Exchange Act of 1934 and NASD Rules 2110 and 2120, and additionally, assessing costs of $21,676.95. Mr. Kirincic appealed the decision to the NAC which affirmed the panel's decision on February 25, 2009. Mr. Kirincic appealed the NAC decision to the SEC which sustained the NAC's findings on December 10, 2009. Although the initial determination by the administrative body and the decision affirming the initial determination were rendered more than five (5) years prior to the date hereof, the final order of the SEC dated December 10, 2009 sustaining the decision falls within the disclosure period required by this item. Accordingly Mr. Kirincic is disclosing the terms of the administrative proceedings herein.
(f) Citizenship/Jurisdiction of Organization:
United States
Item 3. Source and Amount of Funds or Other Consideration.
Personal funds for the purchase of common stock.
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Item 4. Purpose of Transaction.
Mr. Kirincic acquired the securities for investment purposes. Depending on general market and economic conditions affecting the company and other relevant factors, Mr. Kirincic may purchase additional securities of the Company or dispose of some or all of securities from time to time in open market transactions, private transactions or otherwise.
Mr. Kirincic does not have any immediate plan or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
| (a) Name | Shares Beneficially Owned | Percentage | ||||||
| Anthony J. Kirincic | 1,625,000 shares beneficially owned | 2.5% |
(b) Mr. Kirincic acquired the securities for investment purposes. Depending on general market and economic conditions affecting the company and other relevant factors, Mr. Kirincic may purchase additional securities of the Company or dispose of some or all of securities from time to time in open market transactions, private transactions or otherwise.
(c) N/A
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
See attached exhibit. If Mr. Kirincic's holdings exceed 5% as additional Preferred E shares become convertible within 60 days a further amendment will be filed.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Amendment to 102,258 Preferred E shares owned by Anthony Kirincic
[Signature Page Follows]
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: November 3, 2014 | |
| /s/ Anthony J. Kirincic | |
| Anthony J. Kirincic |
| 6 |
Exhibit 1.
Amendment to 102,258 Preferred E shares
owned by Anthony Kirincic
(Original term sheet dated June 1, 2013)
Upon further discussions between Millennium Healthcare's Board of Directors and Anthony Kirincic (Investor) and based on mutual agreement by all parties, the following terms and conditions will be modified and/or amended for the 102,258 Preferred E shares currently registered to:
IRA Trust Services Co. F/B/O Anthony Kirincic
presented to Company Counsel on July 25th, 2014 (represented by Certificate #0007) from IRA Trust Services Co as custodian.
Amended Dividend: Beginning with the quarter ending September 30, 2014, a $1.00 per Preferred E share quarterly cash dividend payment will be due without penalty by October 30, 2014. Dividend payments are due on the 1st of Jan, Apr, Jul & Oct of each year until conversion or maturity and payable without penalty for 30 calendar days.
In the event of non-payment (after 30 days from original due date), the Company will owe an additional dividend penalty of $0.50 per share in additional to original $1.00 per share payment due. The Company will have an additional cure period to pay original dividend and penalty dividend for 30 calendar days from penalty date (cure date deadline). If payment is not made by cure date deadline, all Preferred E shares will be eligible for immediate conversion and Company will be responsible for any and all legal expenses incurred by Investor related to this default after the cure period deadline.
Note:
Any Preferred Shares converted to common between any calendar quarter will be due the pro-rata dividend payment based on the date the common shares have been delivered. For example, assuming a 90 day quarter, any share conversion taking place 45 days into that quarter would be due 45/90=50% of quarterly payment. These dividend payments would carry the same payment schedule of being due 30 days from the conversion date, penalty dividend after 30 days from conversion date (cure period) and in default 30 days after penalty dividend date.
Amended Conversion Dates: Each Preferred E share will be eligible for conversion at holder's sole discretion and investor is the owner of 102,258 Preferred E shares. The amended conversion dates are based on the following schedule and new certificates will be issued for each conversion tranche and the dates of conversion eligibility will be printed on each separate certificate:
-12,500 shares convertible after December 1, 2014
-12,500 shares convertible after January 1, 2015
-15,000 shares convertible after February 1, 2015
-15,000 shares convertible after March 1, 2015
Page 1 of 2
Initial: DS Dominick Sartorio Initial: AK Anthony Kirincic
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-15,000 shares convertible after April 1, 2015
-15,000 shares convertible after May 1, 2015
-17,258 shares convertible after June 1, 2015
Company will effectuate the necessary corporate actions to authorize Continental Stock Transfer & Trust Co. to carry out said actions within 5 business days of shareholder request and excrow all necessary paperwork to effectuate transaction and acknowledgement with accepting qualified outside counsel opinion and deliver shares within 5 business days of conversion. Any delay within the Companys control after 5 days will create a default conversion penalty equal to 30% additional shares required to be issued and will make any remaining unconverted Preferred E shares immediately convertible. Company will be responsible for any and all legal expenses related to this conversion default within its control after 10 days from original conversion request date.
All shares become immediately eligible for conversion upon Millennium Healthcare's up-listing to the NASDAQ or AMEX.
Piggy-back Registration Rights remain in effect at company's sole expens on any registration statement and Company must inform investor in writing 10 days prior to any filing.
Upon execution and delivery of shares, Anthony Kirincic will withdraw his conversion request for 102,258 shares from July 25th, 2014 and hold the Company harmless for previous non-conversion. The Company will supply a copy of Board Approval and Resolutions required to document this transaction.
All other terms and conditions remain.
Agreed on October 23, 2014 by:
/s/Dominick Sartorio - CEO/Director
Dominick Sartorio
CEO/Director - MHCC
/s/ Anthony Kirincic - Trustee
Anthony Kirincic - Trustee
IRA Trust Co. Services F/B/O Anthony Kirincic
Page 2 of 2
Initial: DS Dominick Sartorio Initial: AK Anthony Kirincic
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