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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): May 8, 2011
Millennia, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-16974 59-2158586
(State or other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification Number)
Incorporation)
1126 Whispering Oaks Drive
DeSoto, TX 75115 75115
(Address of Principal Executive Offices) (Zip Code)
972-230-9000
(Registrant's Telephone Number, including Area Code)
801 E. Campbell Road, Suite 638, Richardson, Texas 75081
(Former Address)
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))
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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Previously, on July 28, 2010, Millennia, Inc. ("Millennia")
entered into an Asset Purchase Agreement (the "Agreement") with
Reunion Sports Group, LLC, a Texas limited liability company
("Reunion"), pursuant to which Millennia acquired assets of
Reunion comprising the United League Baseball in exchange for
36,500,000 newly issued shares of Millennia's common stock. The
transactions contemplated by the Agreement closed on September
14, 2010. As part of the Agreement, Millennia received a note
payable in the principal amount of $200,000, payable in a single
installment on January 28, 2011 and collateralized by the
36,500,000 shares of Millennia's stock issued pursuant to the
Agreement (the "Note"). Millennia subsequently assigned the Note
to Pam J. Halter ("PJH") to satisfy its debt obligations to her.
On February 7, 2011, PJH, for consideration, granted Reunion
an extension of time to March 7, 2011 to retire the Note.
Subsequently, PJH agreed to extend the due date of the Note to
April 18, 2011. Reunion defaulted on the single Note payment due
April 18, 2011 and, on April 19, 2011, PJH foreclosed on the
collateral under a mutual consent with Reunion. By mutual oral
consent the parties agreed to forebear implementation of the
foreclosure until May 8 to give Reunion additional time to fund
its obligation. Payment did not occur by such date, and the
foreclosure became complete. Accordingly PJH now controls the
36,500,000 shares of common stock previously controlled by
Reunion and PJH controls 93.98% of the outstanding common stock
of Millennia. As part of the consent agreement, Millennia's
wholly-owned subsidiary, United League Baseball, Inc. ("ULB"),
was conveyed to Reunion, and Reunion agreed to assume any and
all liabilities of ULB.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 19, 2011 all the then-current members of the Board of
Directors of Millennia, namely John W. Bryant, Byron Pierce and
Stanley Wright, resigned as officers and directors of Millennia.
Prior to their resignation, also on April 19, 2011, such
directors unanimously appointed Pam J. Halter to become the sole
director and President and Chief Executive Officer of Millennia.
Such actions were conditional on curing the defaults by May 8,
2011, which did not occur, so that the change of management was
completed on May 9, 2011.
Pam J. Halter, age 56, previously served as Secretary and
Director of Millennia from February 2005 until September 2010.
Since 2000, she has been the President, CEO and a director of
Thoroughbreds, Inc., a Nevada corporation. She has been involved
in various facets of horse racing since the age of sixteen and
became a trainer and owner of horses over 20 years ago. From
March 2000 until March 2003, Ms. Halter was President, CEO and a
director of Doblique, Inc., a company engaged in the thoroughbred
racing business. From February 21, 2006 until February 5, 2008,
she was Secretary and a director of Rub a Dub Soap Company, Inc.
Millennia and Ms. Halter have not entered into any material
contract in connection with her appointment as a director and
officer of Millennia.
ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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10.1 Consent Agreement, dated as of April 19, 2011, by and
between Pam J. Halter and Reunion Sports Group, LLC
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.
Millennia, Inc.
Dated: May 9, 2011 By: /s/ Pam J. Halter
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Name: Pam J. Halter
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
----------- ------------------------------------------------------
10.1 Consent Agreement, dated as of April 19, 2011, by and
between Pam J. Halter and Reunion Sports Group, LLC
