miaf_defr14c-100423.htm

Enclosed please find an information statement providing information to you regarding action taken by stockholders holding more than a majority of our voting power to authorize: (a) an amendment to our Articles of Incorporation increasing the shares of authorized common stock from 500,000,000 to 1,000,000,000 and (b) a forward stock split of our pre-Merger common stock at a ratio of one thousand-for-one (1000:1). These actions were approved in a written consent in lieu of a meeting of our stockholders holding more than a majority the voting power necessary to approve these actions and by our Board of Directors on February 18, 2010.

Your vote is not required to approve any of these actions, and the enclosed information statement is not a request for your vote or a proxy. The accompanying information statement is furnished only to inform stockholders of the actions taken by written consent described above before they take effect in accordance with Rule 14c-2 promulgated under the Securities and Exchange Act of 1934, as amended. This information statement is first being mailed to you on or about April __, 2010 and we anticipate the effective date of the actions to be April __, 2010, or as soon thereafter as practicable in accordance with applicable law, including the Nevada Revised Statutes.

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 $0.001 per share (the “Common Stock”), of Milwaukee Iron Arena Football, Inc., a Nevada corporation (the “Company”, “we”, “us” or “our”) as of January 25, 2010 (the “Record Date”) to notify such stockholders of the following:

On February 18, 2010 pursuant to Nevada Revised Statutes (“NRS”) 78.320 the Company received written consents in lieu of a meeting of Stockholders from Christopher Astrom, our Director and Chief Financial Officer, who holds 978 shares of Common Stock, 5,000,000 shares of Class A Preferred Stock (which carry voting rights 25 times the amount per common share) and 5,000,000 million shares of Class B Preferred Stock (which carry voting rights 250 times the amount per common share) representing over 99% of the total possible votes outstanding (the “Majority Stockholders”), authorizing: (a) an amendment to our Articles of Incorporation increasing the shares of authorized common stock from 500,000,000 to 1,000,000,000 (the “Amendment”) and (b) a forward one thousand-for-one (1000:1) split of our Common Stock issued and outstanding prior to the consummation of the Merger described below (the “Stock Split”). A copy of the Certificate of Amendment to the Articles of Incorporation effecting the Amendment, in substantially the form to be filed with the Secretary of State of Nevada, is attached to this Information Statement as Exhibit “A”.

On February 18, 2010, pursuant to NRS 78.315, the Board of Directors of the Company unanimously approved the Amendment and the Stock Split, subject to Stockholder approval. According to NRS 78.390, a majority of the outstanding shares of voting capital stock entitled to vote on the matter is required in order to authorize the Amendment and the Stock Split. The Majority Stockholders approved the Stock Split by written consent in lieu of a meeting on February 18, 2010 in accordance with the NRS. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Amendment and the Stock Split.

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 25, 2010 as 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 Nevada or become effective until at least 21 calendar days after the mailing of this Information Statement.

We were incorporated in Colorado on September 19, 1983, under the name Bugs, Inc., for the purpose of using microbial and other agents, including metallurgy, to enhance oil and natural gas production and to facilitate the recovery of certain metals. For the past several years, we have had no revenue and have been a shell company.

On January 26, 2010, we consummated the merger with Milwaukee Iron Professional Arena Football, LLC and Wisconsin Professional Arena Football Investment LLC (collectively, the “Milwaukee Iron” or “Iron”) pursuant to which the Iron merged with and into our wholly-owned subsidiary, Genesis Capital Acquisition Corp. (“Genesis Sub”), as previously disclosed in our Current Report on Form 8-K filed on February 2, 2010, as subsequently amended on February 16 and February 18, 2010 (the “Merger”). After the Merger, our business operations consist of those of the Iron. Prior to the consummation of the Merger, we were a non-operating shell company with no revenue and minimal assets. As a result of the Merger, we are no longer considered a shell company. In addition, on February 15, 2010, as disclosed in the Form 8-K filed February 16, 2010, we changed our name to Milwaukee Iron Arena Football, Inc. and the name of Genesis Sub to Milwaukee Iron Arena Football Club, Inc.

The Milwaukee Iron are a member team of the Arena Football One (“AF1” or the “League”), a professional arena football league. The Iron play their home games at the Bradley Center, a sports and entertainment venue in downtown Milwaukee. Arena football is played in an indoor arena on a padded 50 yard long football field using eight players on the field for each team. Most of the game rules are similar to college or other professional football game rules with certain exceptions intended to make the game faster and more exciting.

Also as contained in the Merger Agreement, we agreed, in part, to redeem (subject to the effectiveness of a Registration Statement on Form S-1 which we have filed contemporaneously herewith) all of our currently outstanding Series A and Series B Preferred Stock (the “Preferred Stock”) in exchange for an aggregate purchase price of $350,000 cash and 870,000 shares of our common stock (the “Redemption”). Although not specified in the Merger Agreement, the purchase price is to be applied to the Series A and B preferred shares on a pro rata basis. At the closing of the Merger, we issued the 870,000 shares of our common stock. The Series A preferred stock was originally issued in late 2001 and the Series B preferred stock was originally issued in early 2007.

The Company has approved an increase in its authorized common stock from 500,000,000 to 1,000,000,000. The Company currently has 500,000,000 common shares authorized, 5,000,000 shares of Series A and 5,000,000 shares of Series B Preferred shares issued. Our Board of Directors believes it is in our best interests and the best interests of our stockholders to increase the number of authorized shares of our common stock to provide us, in part, with more flexibility and opportunities to conduct equity financings and acquisitions. In fact, on March 19, 2010 we filed a Registration Statement on Form S-1 to register, in part, 3,000,000 shares of common stock associated with an equity line financing with Kodiak Capital Group, LLC. Although we do not need to increase our authorized common stock for the S-1 which was filed on March 19, 2010 and currently have no plans or intentions to issue or utilize the increase in authorized common stock, we believe that having such stock available, will provide more flexibility in the future for equity financings and acquisitions.

We believe that it is desirable to have additional authorized shares of common stock available for possible future financings, possible future acquisition transactions and other general corporate purposes. We believe that having such additional authorized shares of capital stock available for issuance in the future should give it greater flexibility and may allow such shares to be issued without the expense and delay of a special shareholders’ meeting. Although such issuance of additional shares with respect to future financings and acquisitions would dilute existing shareholders, we believe that such transactions would increase our value to our shareholders.

We determined to pursue an increase in our authorized common shares at this time, even though we have no current intention to issue or utilize the increased shares, as we have just completed a merger, moved from a shell company to an operating business and completed a name change and are conducting a forward split. Our Board of Directors believes that while the Company is embarking on these other corporate changes, now would be a good time to proceed with an increase in authorized shares. The Company is not obligated to increase its authorized common stock and has no current intention to issue any of the newly authorized shares.

The increase in the authorized number of shares of our common stock will permit our Board of Directors to issue additional shares of our common stock without further approval of our stockholders, and our Board of Directors does not intend to seek stockholder approval prior to any issuance of the authorized capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. In the event we issue additional shares of common stock, it may result in substantial dilution to our existing stockholders. Moreover, such issuances may not require stockholder approval.

The issuance of additional shares of our common stock may have a dilutive effect on earnings per share and on the equity and voting power of existing security holders of our common stock. It may also adversely affect the market price of our common stock. However, if additional shares are issued in transactions whereby favorable business opportunities are provided which allow us to pursue our business plans, the market price of our common stock may increase.

The increase in the authorized number of shares of our common stock is not intended to have any anti-takeover effect on the date of this Information Statement. However, stockholders should note that the availability of additional authorized and unissued shares of common stock could make any attempt to gain control of us or our Board of Directors more difficult or time consuming and that the availability of additional authorized and unissued shares might make it more difficult to remove management. Although our Board of Directors currently has no intention of doing so, shares of common stock could be issued by our Board of Directors to dilute the percentage of common stock owned by a significant stockholder and increase the cost of, or the number of, voting shares necessary to acquire control of the Board of Directors or to meet the voting requirements imposed by the NRS with respect to a merger or other business combination involving us. In addition, it is possible that our officers and directors may use the additional shares to resist or frustrate third-party transactions that may provide an above-market premium for the purchase of our stock that may be favored by majority of independent shareholders.

We anticipate that the increase in the number of outstanding shares of common stock resulting from the Stock Split would place the market price of our Common Stock in a range more attractive to the financial community and the investing public and may result in a broader market for our common stock than that which currently exists. The decreased price level resulting from the Stock Split may encourage and facilitate trading in our Common Stock and possibly promote greater liquidity for our stockholders. However, there is no guaranty that the stock split will result in any increase in liquidity whatsoever.

The Stock Split would increase the number of issued and outstanding shares of our Common Stock by a factor of 1000. The Stock Split would not change the equity interests of our stockholders and would not affect the relative rights of any stockholder or result in a dilution or diminution of any stockholder's proportionate interest in us. The Common Stock will have a par value of $0.001 per share following the Stock Split.. All securities issued in connection with, and after, the Merger, shall not be affected by this Stock Split.

In deciding to implement the Stock Split, our Board of Directors considered among other things: (a) the market price of our Common Stock, (b) the number of shares of our Common Stock that will be outstanding after the Stock Split, (c) the stockholders’ equity, (d) the shares of Common Stock available for issuance in the future, and (e) the nature of our operations. Upon implementation of the Stock Split, each share of our issued and outstanding Common Stock on the record date will be converted into 1000 shares of our Common Stock.

Upon effectiveness of the stock split, the price of our stock will be adjusted, at least temporarily, by the same 1000:1 ratio. Accordingly, and as an example based on the price of our stock on March 24, 2010 of $6.00 per share, following the forward split, our price would be $.006 per share. We cannot determine the exact price of our stock upon effectiveness of the forward split. There is no guarantee that the adjusted price will be based exactly on the 1000:1 ratio or that the adjusted price will remain at the adjusted price for any period of time.

Additionally, the liquidity of our Common Stock could be affected adversely by the increased number of shares outstanding after the Stock Split. Although we believe that a lower stock price may help generate investor interest, there can be no assurance that the stock split will result in a per-share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the increased liquidity that may result from having greater shares issued and outstanding may not be offset by increased investor interest in our Common Stock.

Common Stock. After the effective date of the Stock Split, each stockholder will own a greater number of shares of our Common Stock. However, the Stock Split will affect all of our stockholders, as of the record date, uniformly and will not affect any stockholder’s percentage ownership interests in us. Proportionate voting rights and other rights and preferences of the holders of our Common Stock will not be affected by the Stock Split. Further, the number of stockholders of record will not be affected by the Stock Split.

A Stock Split would not change the number of authorized shares of the Common Stock as designated by our Articles of Incorporation, as amended. Therefore, because the number of issued and outstanding shares of Common Stock would increase, the number of shares remaining available for issuance under our authorized pool of Common Stock would decrease.

The reduction of the number of shares remaining available for issuance as a result of the Stock Split could potentially affect our ability to raise additional capital, acquire assets or other companies, or issue securities convertible into or exercisable for Common Stock. The reduction in the number of shares remaining available for issuance could also limit our flexibility to meet business needs as they arise and could hamper our ability to take advantage of favorable opportunities. Accordingly, and as discussed herein, in conjunction with the Stock Split we have approved the increase in the authorized shares of common stock as set forth in the Amendment.

Both the stock split and increase in authorized common shares will occur concurrently upon the filing of amendment articles with the Secretary of State of Nevada. We intend to file the amendment with the State of Nevada, twenty (20) days following the mailing of this Information Statement to our shareholders. As of the effective date of the Stock Split, each certificate representing shares of our Common Stock before the Stock Split would be deemed, for all corporate purposes, to evidence ownership of the increased number of shares of our Common Stock resulting from the Stock Split.

As of the effective date of the stock split, our transfer agent is expected to act as the exchange agent for purposes of implementing the exchange of stock certificates. As soon as practicable after the effective date, stockholders and holders of securities exercisable for our Common Stock will be notified of the effectiveness of the Stock Split. Stockholders of record will receive a letter of transmittal requesting them to surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the stock split. Persons who hold their shares in brokerage accounts or “street name” would not be required to take any further actions to effect the exchange of their shares. No new certificates would be issued to a stockholder until such stockholder has surrendered any outstanding certificates together with the properly completed and executed letter of transmittal to the exchange agent. Until surrender, each certificate representing shares before the Stock Split would continue to be valid and would represent the adjusted number of shares based on the ratio of the Stock Split. Stockholders should not destroy any stock certificate and should not submit any certificates until they receive a letter of transmittal.

	March 24, 2010	Following only Forward Split	Following only Increase in Authorized	Following both Forward Split and Increase in Authorized
Authorized Common Stock	500,000,000	500,000,000	1,000,000,000	1,000,000,000
Outstanding Common Stock	30,281,982(1)	40,320,933(2)	30,281,982	40,320,933
Common Stock Available for Issuance	469,718,018	459,679,067	969,718,018	959,679,067

TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE U.S. INTERNAL REVENUE SERVICE, WE INFORM YOU THAT ANY FEDERAL TAX ADVICE CONTAINED IN THIS INFORMATION STATEMENT IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR PURPOSES OF (I) AVOIDING PENALTIES UNDER THE CODE, OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR TAX-RELATED MATTER ADDRESSED HEREIN. YOU ARE ENCOURAGED TO CONSULT YOUR TAX ADVISOR TO DETERMINE FOR YOURSELF THE TAX EFFECTS OF THE STOCK SPLIT, IF ANY, INCLUDING SUCH TAX EFFECTS UNDER STATE, LOCAL AND FOREIGN TAX LAWS.

The following discussion sets forth the anticipated material U.S. federal income tax consequences that management believes will apply to us and our stockholders who are U.S. holders at the effective time of the stock split, if any. This discussion does not address the tax consequences of transactions effectuated prior to or after the stock split, including, without limitation, the tax consequences of the exercise of options or similar rights to purchase stock. Furthermore, no foreign, state or local tax considerations are addressed herein. For this purpose, a U.S. holder is a stockholder that is: (a) a citizen or resident of the United States, (b) a domestic corporation, (c) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust.

The following discussion is not binding on the Internal Revenue Service. The following discussion is based upon the Internal Revenue Code, laws, regulations, rulings and decisions in effect as of the date of this information statement, all of which are subject to change, possibly with retroactive effect. Holders of shares of the Common Stock are strongly urged to consult their tax advisors as to the specific tax consequences to them of the Stock Split, including the applicability and effect of federal, state, local and foreign income and other tax laws in their particular circumstances.

No gain or loss should be recognized by a stockholder upon his or her exchange of pre-Stock Split shares for post-Stock Split shares. The aggregate tax basis of the post-Stock Split shares received in the Stock Split will be the same as the stockholder’s aggregate tax basis in the pre-Stock Split shares exchanged therefor. The stockholder’s holding period for the post-Stock Split shares will include the period during which the stockholder held the pre-Stock Split shares surrendered in the Stock Split.

Our authorized capital stock consists of 500,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. As of March 24, 2010 there were 30,281,982 outstanding shares of Common Stock, 5,000,000 shares of Series A Convertible Preferred stock and 5,000,000 shares of Series B Convertible Preferred Stock outstanding. However, in connection with the Merger, we agreed, in part, to redeem (subject to the effectiveness of the Registration Statement) all of our currently outstanding Series A and Series B Preferred Stock in exchange for $350,000 cash and 870,000 shares of our common stock (the “Redemption”).

Moreover, on March 10, 2010, we entered into a Stock Purchase Agreement with Andrew Vallozzi III pursuant to which we have agreed to sell to Mr. Vallozzi 1 million shares of Series B Preferred Stock in exchange for $35,000, payable $1000 per month for 35 months pursuant to a promissory note. The sale is contingent on the closing of the Redemption.

Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of Stockholders. Each holder of Series A Preferred Stock votes with the Common Stock and is entitled to twenty-five (25) votes for each share of Preferred stock held on all matters submitted to a vote of stockholders. Each holder of Series B Preferred Stock votes with the Common Stock and is entitled to two hundred and fifty (250) votes for each share of Preferred stock held on all matters submitted to a vote of stockholders. Under Nevada law, any action that may be taken at any stockholders’ meeting may be taken by written consent of the requisite number of stockholders required to take such action. The Amendment and the Stock Split requires the affirmative vote or written consent of the holders of a majority of the Company’s voting power.

By written consent dated February 18, 2010, Christopher Astrom, our Director and Chief Financial Officer and also the stockholder owning a majority of the outstanding shares of the Common Stock and the Preferred Stock approved the adoption and implementation of the Amendment and the Stock Split. Such action is sufficient to satisfy the applicable requirements of Nevada law that stockholders approve such actions. Accordingly, stockholders will not be asked to take further action on the Amendment and the Stock Split at any future meeting and the Board of Directors does not intend to solicit any proxies or consents from any other stockholders in connection with the Amendment and the Stock Split.

The NRS provides in substance that unless the Company’s Articles of Incorporation provide 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. The Amendment and the Stock Split requires the affirmative vote or written consent of the holders of a majority of the Company’s voting power.

NRS 78.390 provides that every amendment to the Company's Articles of Incorporation shall first be adopted by the resolution of the Board of Directors and then be subject to the approval of stockholders entitled to vote on any such amendment. Under NRS 78.390 and the Company's bylaws, an affirmative vote by stockholders holding shares entitling them to exercise at least a majority of the voting power is sufficient to amend the Company's Articles of Incorporation and the Stock Split. NRS 78.320 provides that, unless otherwise provided in the Company's Articles of Incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the amendment described herein as early as possible in order to accomplish the purposes as herein described, the Company's Board of Directors voted to utilize, and did in fact obtain, the written consent of the holders of a majority in the interest of the Company's Common Stock and Series A and B Preferred Stock. NRS 78.320 provides that in no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

The following table sets forth certain information, as of March 24, 2010 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of our executive officers and directors, and (iii) our directors and executive officers as a group. The information relating to the ownership interests of such shareholders is provided after giving effect to the Merger.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(1)
	Common stock	Preferred Stock	Common stock	Preferred Stock
Christopher Astrom c/o Milwaukee Iron Arena Football, Inc. 11415 NW 123 Lane, Reddick, Florida 32686	978	10,000,000	-%	100%
Richard Astrom c/o Milwaukee Iron Arena Football, Inc. 11415 NW 123 Lane, Reddick, Florida 32686	505	0	-%	0
Directors and Officers as a group (2 persons)	1,483	10,000,000

(1) Based on an aggregate of 30,281,982 common shares and 10,000,000 preferred shares outstanding as of March 24, 2010. Each share of series A convertible preferred stock entitles the holder thereof to 25 votes on all matters, the right to convert each share into 25 shares of common stock and a liquidation preference of $500.00 per share. Each share of series B convertible preferred stock entitles the holder thereof to two hundred fifty (250) votes on all matters, the right to convert each share into two hundred fifty (250) shares of common stock and a liquidation preference of $500.00 per share. Upon effectiveness of the forward stock split described below, the voting preference shall increase by a factor of 1000.

No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee for election as a director, or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed amendment to our Articles of Incorporation which is not shared by all other stockholders.

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the Securities and Exchange 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 1580, 100 F Street, NE, Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street, NE, 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.

The total number of shares of capital stock to which the Corporation has the authority to issue is one billion and twenty million (1,020,000,000). The total number of shares of common stock to which the Corporation is authorized to issue is One Billion (1,000,000,000) having a par value of $0.001 each. The total number of shares of Preferred Stock to which the Corporation is authorized to issue is twenty million (20,000,000). The Board of Directors of the Corporation shall have the authority, by resolution or resolutions, to: (1) divide the Preferred Stock into more than one class of stock or more than one series of any class, (2) establish and fix the distinguishing designation of each such series and the number of shares thereof, which number, by like action of the Board of Directors, from time to time thereafter, may be increased, except when otherwise provided by the Board of Directors in creating such series, and (3) within the limitations of applicable law of the State of Nevada or as otherwise set forth in this Article, to fix and determine the relative voting powers, designations, preferences, limitations, restrictions and relative rights of the various classes or stock or series thereof and the qualifications, limitations or restrictions such rights of each series so established prior to the issuance thereof. There shall be no cumulative voting by shareholders.

The Amended Certificate of Designation of Series A Preferred Stock filed with the State of Nevada on February 21, 2007 shall remain in full force and effect. The Certificate of Designation of Series B Preferred Stock filed with the State of Nevada on February 21, 2007 shall remain in full force and effect.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provision of the articles of incorporation that have voted for the amendment is _____________ shares representing ______% of the outstanding shares, which vote includes the consent of the holders of the currently outstanding Series A and Series B Preferred Stock.