UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
| o | Preliminary Information Statement |
| o | Confidential, for Use of the Commission Only (as permitted
by Rule 14c- 5(d)(2)) |
| x | Definitive Information Statement |
Maiden Lane Jewelry, Ltd.
(Name of Registrant as Specified in its
Charter)
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to which transaction applies: N/A.
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underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated
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(5) Total fee paid: N/A.
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided
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MAIDEN LANE JEWLERY, LTD.
64 West 48th Street, Suite 1107
New York, New York 10036
(212) 840-8477
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 27, 2014
TO THE STOCKHOLDERS:
The purpose of this
information statement is to inform the holders of record of shares of our common stock as of the close of business on the record
date, October 3, 2014, that our board of directors has recommended, and that a majority of our stockholders intend to vote on October
27, 2014 to effect the following corporate transactions:
| (1) | To elect three directors to serve until the next Annual Meeting or until
their respective successors are duly elected and qualified; |
| (2) | To nominate the accounting firm of Wolinetz, Lafazan & Company, CPA's,
P.C. to be Maiden Lane Jewelry, Ltd.’s independent auditors until the next annual meeting; |
| (3) | To transact such other business as may properly come before the Annual Meeting
or any adjournment(s), postponement(s) or continuation(s) thereof. |
All stockholders are
cordially invited to attend the Annual Meeting in person.
THE BOARD OF DIRECTORS
IS NOT SOLICITING PROXIES AND YOU ARE REQUESTED NOT TO SEND A PROXY.
|
By Order of the Board of Directors |
|
|
|
/s/ Michael Wirth |
|
|
Michael Wirth |
|
Chief Executive Officer |
Date: September 30, 2014
MAIDEN LANE JEWELRY, LTD.
64 West 48th Street, Suite 1107
New York, New York 10036
(212) 840-8477
INFORMATION STATEMENT
This Information Statement
is being furnished to the stockholders of Maiden Lane Jewelry, Ltd., a New York corporation (“Maiden Lane,” “MLJ”
or the “Company”), at the direction of the Company’s Board of Directors and pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934. It is furnished in connection with an annual meeting of stockholders scheduled for October
27, 2014 for the purposes set forth in the accompanying Notice of Annual Meeting of stockholders.
This Information Statement and accompanying
Notice of Annual Meeting of Stockholders are being mailed on or about October 5, 2014.
Record Date; Voting Securities
Only holders of record of the Company’s
common stock as of October 3, 2014 shall be entitled to vote at the annual shareholders meeting on the basis of one vote for each
share held. As of August 31, 2014 there were 10,476,854 shares of Maiden Lane common stock outstanding. The presence, either in
person or by proxy, of a majority of the total number of shares of common stock outstanding on the Record Date is necessary to
constitute a quorum and to transact such matters as come before the Annual Meeting.
As of the Record Date, principal stockholders (“Principal
Stockholders”) collectively owned greater than 50% of the Company’s outstanding common stock and will vote such shares
to approve the accounting firm Wolinetz, Lafazan & Company, CPA's, P.C. as Maiden Lane’s auditors for 2015 and elect
as directors the three nominees listed under the caption “Election of Directors.” Since the common stock owned by the
Principal Shareholders constitutes a majority of Maiden Lane’s outstanding common stock, the Board of Directors determined
not to solicit proxies. All stockholders of record on the record date are entitled to attend the meeting and vote their shares
personally or through their own legally constituted proxy.
WE ARE NOT ASKING
YOU FOR A PROXY OR A CONSENT
AND YOU ARE REQUESTED
NOT TO
SEND US A PROXY OR
A CONSENT
This date of this Information
Statement is September 30, 2014.
INFORMATION STATEMENT FOR ANNUAL MEETING
OF MAIDEN LANE JEWELRY, LTD. SHAREHOLDERS
To Be Held October 27, 2014
The Board of Directors of Maiden Lane Jewelry,
Ltd.., furnishes this Information Statement to shareholders in connection with the annual shareholders meeting, to be held at 10:00
AM on October 27, 2014 at the offices at the Company, located at 64 West 48th Street, Suite 1107, New York, New York
10036 for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
THE BOARD OF DIRECTORS
The business of the Company is managed
under the direction of the Board of Directors. It has the responsibility for establishing broad corporate polices and for the overall
performance of the Company. It is not, however, involved in operating details on a day-to-day basis. The Board is kept advised
of the Company’s business through regular written reports and analyses and discussions with the Chairman and other officers
of the Company. The Company’s Board of Directors currently consists of three members.
Meeting of the Board
The Board meets on a
regularly scheduled basis during the year to review significant developments affecting the Company and to act on matters requiring
the Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. There
was one meeting in the fiscal year ended May 31, 2014, and in 2013, there was one meeting of the Board. The average aggregate attendance
of the Directors of the Board was 100%
Three directors are to be elected at the
annual meeting to hold office until the next Annual Meeting or until their successors are elected and qualified. Management expects
that each of the nominees will be available for election, but if any of them is not a candidate at the time the election occurs,
it is intended that another nominee will be designated by the Board of Directors to fill any such vacancy.
Votes Required
The directors nominated
for election will be elected by a plurality of the votes cast, in person or by proxy, at the annual meeting. Abstentions from voting
and broker “non-votes” on the election of directors will have no effect since they will not represent votes cast at
the annual meeting for the purpose of electing directors.
Election of Directors
The following are the nominees and other
directors of the Company who will continue in office beyond the Annual Meeting, with information including their principal occupation
and other business affiliations, the year each was first elected as a director, other affiliations and each director’s or
nominee’s age. The Principal Stockholders will vote FOR the election of each nominee listed below.
Yitzchok Gurary, 40,
has served as President, CFO and a director of the Company since its inception. Mr. Gurary served as CEO of the Company from inception
to February 2014. From 2007 to 2011, Mr. Gurary served as Vice President of Classique Creations, LLC, a jewelry manufacturer from
which Maiden Lane currently purchases most of its jewelry. Since March 2012, Mr. Gurary has been the owner of Ocappi, Inc., a company
which sells high end bridal rings exclusively through its website located at www.ocappi.com. Maiden Lane
subleases office space from Ocappi, Inc.
Shalom
Schwartz, 40, has served as Chairman of the Board of Maiden Lane since its inception. Since 2007, Mr. Schwartz has been employed
as a director of risk management at IDT Corporation.
Chaim
Zfatman, 65, has been a director of the Company since its inception. Since 2004, Mr. Zfatman has been the owner of DTC Creations,
a wholesaler of fashion jewelry located in Brooklyn, New York.
There are no family relationships between
any nominee and/or any executive officers of the company.
Board Meetings and Committees
Currently, the Company
has no nominating committee. The entire board serves as a nominating committee. The Board of Directors has adopted a policy with
regard to the consideration of any director candidates recommended by security holders. All of the current director nominees were
nominated by the board.
Maiden Lane’s board of directors
has a process whereby security holders may send communications to the board of directors. Such security holders may send certified
letters to Michael Wirth, CEO of the Company, who shall be responsible for presenting such communication to the entire board.
Maiden Lane intends to
adopt a code of ethics that applies to its principal executive officers, principal financial officer and principal accounting officer.
Once adopted, the Company will provide any person without charge, upon request, a copy of such code of ethics and explain the manner
in which such request may be made. Maiden Lane does not currently have an audit committee. The entire board serves as the audit
committee.
Directors' compensation
Directors will be reimbursed for the expenses
they actually incur in attending board meetings. Directors are not paid for directors meetings or committee meetings.
MLJ has no employee stock option plans
in place.
Executive Compensation
The following is a chart of compensation paid to all executive
officers of the Company.
Name and Principal Position | |
| Year | | |
| Salary ($) | | |
Bonus ($) | |
Stock Awards ($) | |
Option Awards ($) | |
Non Equity Incentive Plan Compensation ($) | |
Non Qualified Deferred Compensation Earnings ($) | |
All Other Compensation ($) | |
| Total ($) | |
| |
| | | |
| | | |
| |
| |
| |
| |
| |
| |
| | |
Michael Wirth,
| |
| 2013 | | |
| N/A | | |
| |
| |
| |
| |
| |
| |
| N/A | |
Chief Executive Officer(1) | |
| 2014 | | |
| 83,333 | | |
| |
| |
| |
| |
| |
| |
| 83,333 | |
| |
| | | |
| | | |
| |
| |
| |
| |
| |
| |
| | |
Yitzchok Gurary, | |
| 2013 | | |
| 64,531 | | |
| |
| |
| |
| |
| |
| |
| 64,531 | |
President, Chief Financial Officer(2) | |
| 2014 | | |
| 104,004 | | |
| |
| |
| |
| |
| |
| |
| 104,004 | |
| |
| | | |
| | | |
| |
| |
| |
| |
| |
| |
| | |
Samantha Manburg, | |
| 2013 | | |
| N/A | | |
| |
| |
| |
| |
| |
| |
| N/A | |
Chief Operating Officer (3) | |
| 2014 | | |
| N/A | | |
| |
| |
| |
| |
| |
| |
| N/A | |
(1) Mr. Wirth was hired as CEO of the Company
in February 2014.
(2) Mr. Gurary has served as President CFO of the Company since
inception. He served as CEO from inception to February 2014.
(3) Ms. Manburg has served as COO of the Company since
September 15, 2014.
Directors Compensation
Directors are reimbursed for the expenses they actually incur
in attending board meetings. Directors are not paid for directors meetings or committee meetings. Maiden Lane’s directors
did not receive any compensation for serving as directors in the fiscal year ended May 31, 2014.
Principal Stockholders
The following table sets
forth certain information known to MLJ with respect to beneficial ownership of MLJ common stock as of August 31, 2014, the number
and percentage of outstanding shares of common stock beneficially owned by each person who beneficially owns:
| · | More than 5% of the outstanding shares of our common stock; |
| · | Each of our officers and directors; |
| · | All of our officers and directors as a group. |
Except as otherwise noted,
the persons named in this table, based upon information provided by these persons, have sole voting and investment power with respect
to all shares of common stock owned by them.
Names and Address of Beneficial Owner |
Number of Common Shares Beneficially Owned |
% Beneficially Owned (1) |
|
|
|
Yitzchok Gurary(2)
525 Lefferts Ave.
Brooklyn, NY 11225
|
2,000,000
|
19.09% |
|
|
|
Michael Wirth
17 Colvin Road
Scarsdale, NY 10583
|
0 |
0% |
|
|
|
Chaim Zfatman(2)
551 Crown Street
Brooklyn, NY 11213 |
0
|
0% |
|
|
|
Shalom Schwartz(2)
669 Crown Street
Brooklyn, NY 11213
|
0
|
0% |
|
|
|
Ayin Gimmel, Inc.(3)
583 Montgomery St.
Brooklyn, NY
11225 |
5,950,000 |
56.79% |
|
|
|
|
7,950,000 |
75.88% |
All officers and directors as a group (4 people) |
2,000,000 |
19.09% |
(1) |
Based of total of 10,476,854 shares
out standing as of August 31, 2014
|
(2)
|
Current director and director nominee. |
(3) |
The principal of Ayin Gimmel, Inc. is Levy Raskin. Mr. Raskin
is the brother-in-law of Yitzchok Gurary, President of Maiden Lane Jewelry, Ltd.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
Other than as
disclosed below, there have been no transactions or proposed transactions which have materially affected or will materially affect
us in which all director, executive officer or beneficial holder of more than 5% of the outstanding common stock, or any of their
respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
Ownership
Yitzchok Gurary, President and CFO of MLJ, owns 2,000,000 shares,
or approximately 19.09%, of our outstanding Common Stock. The principal of Ayin Gimmel, Inc., a company which owns 5,950,000 shares
of MLJ Common Stock, is Levy Raskin, the brother-in-law of Mr. Gurary.
Loans
As of May 31, 2014, the Company has a convertible note payable
of $74,000 and an unsecured loan payable amount of $339,632 to Yitzchok Gurary.
On October 1, 2012 the Company entered into a one-year consulting
agreement with Yitzchok Gurary, under which he was to provide certain business and corporate marketing services to the Company
for an annual consulting fee of 3% of net sales during the term of the agreement. As of May 31, 2014 the amount owed to Mr. Gurary
was approximately $104,000.
Mr. Gurary serves as the Company’s President and is a
significant stockholder of the Company.
In June 2013 MLJ borrowed $100,000 from an entity affiliated
with a relative of MLJ’s President and repaid $85,000 of that loan, leaving a balance of $15,000. The loan is payable on
demand and is non-interest bearing.
In July 2013 MLJ borrowed $30,000 from Michael Raskin, a relative
of MLJ’s President, and a relative of Levy Raskin, principal of Ayin Gimmel, Inc., a shareholder of MLJ. The loan is payable
on demand and is non-interest bearing.
On August 20, 2013, MLJ borrowed $100,000 from the Gurary Family
Trust. The loan is payable on demand and non-interest bearing.
The Company has had numerous short-term borrowings with a relative
of MLJ’s President with an outstanding balance of $70,000.
Merchandise
During the year ended May 31, 2014, the Company purchased approximately
63% of its merchandise from Classique Creations LLC (“Classique”), a company that is owned by the mother of the Company’s
President, Yitzchok Gurary.
Office Space
The Company rents office space from Ocappi Inc., a company affiliated
with Mr. Gurary, President of Maiden Lane on a month to month basis. The agreement calls for rent at $2,060 per month.
STOCKHOLDERS’
PROPOSALS AND NOMINATIONS
Any stockholder who desires
to present proposals to the next annual meeting and to have such proposals set forth in the information statement mailed in conjunction
with such annual meeting must submit such proposals to the Company not later than March 31, 2015. All stockholder proposals must
comply with Rule 14a-8 promulgated by the Securities and Exchange Commission.
In addition, the Company’s
policy on stockholder nominations for director candidates requires that to be considered for next year’s slate of directors
any stockholder nominations for director must be received by Michael Wirth, CEO of the Company, at the office of the Company, 64
West 48th Street, Suite 1107, New York, New York 10036, no later than March 31, 2015. The Company does not currently
have a nominating committee, so the entire board will evaluate any proposed nominees using similar criteria as used for other nominees
and will consider such nominees in comparison to all other nominees. The board has no obligation to nominate any such person for
election.
Stockholders may write
to Michael Wirth, CEO of the Company, at the Company’s office located at 64 West 48th Street, Suite 1107, New
York, New York 10036, to deliver the stockholder proposals and stockholder nominations discussed above.
The principal stockholders
will vote “FOR” each proposal listed below.
PROPOSAL ONE.
ELECTION OF DIRECTORS
Three Directors are to be elected at the
meeting for a one-year terms ending at the 2015 Annual Meeting. The Board of Directors for election at this Annual Meeting has
nominated Yitzchok Gurary, Chaim Zfatman, and Shalom Schwartz. All director nominees are presently directors of the Company.
PROPOSAL TWO.
APPROVE WOLINETZ, LAFAZAN & COMPANY,
CPA’s, P.C. AS INDEPENDENT AUDITORS.
The shareholders are requested to approve Wolinetz, Lafazan
& Company, CPA's, P.C. as Maiden Lane’s independent accountants for the fiscal year ending May 31, 2015.
Vote Required
Shareholders representing a majority of our outstanding common
stock, including a single shareholder which holds 56.79% of our outstanding common stock, have indicated that they will vote in
favor of both proposals.
The Board of Directors fixed the close of business on October
3, 2014 as the record date for determining the stockholders entitled to notice of the above noted action.
THE COMPANY
IS NOT SOLICITING PROXIES
VOTING PROCEDURES
Tabulation of Votes: Maiden Lane’s
CEO, Michael Wirth, will tabulate votes cast in person at the meeting.
Effect of an Abstention
and Broker Non-Votes: A shareholder who abstains from voting on any or all proposals will be included in the number of shareholders
present at the meeting for the purpose of determining the presence of a quorum. Abstentions and broker non-votes will not be counted
either in favor of or against the election of nominees or other proposals.
INDEPENDENT PUBLIC ACCOUNTANT
Wolinetz, Lafazan & Company, CPA's, P.C. has served as Maiden
Lane’s independent public auditor since the Company’s inception. All payments to them are current. Members of Wolinetz,
Lafazan & Company, CPA's, P.C. will have an opportunity to speak at the annual meeting and will be available to respond
to questions.
Audit Fees
The aggregate fees billed for the year ended May 31, 2014 for
professional services rendered by Wolinetz, Lafazan & Company, CPA's, P.C. for the audit of the May 31, 2014 and 2013 financial
statements approximated $57,000and $52,000, respectively.
All services provided by independent accountants were approved
by the audit committee of Maiden Lane. Other than income tax preparation, Wolinetz, Lafazan & Company, CPA's, P.C. does not
provide any non-audit services to the Company.
Audit Related Fees
In 2013 and 2014, we paid $57,000 and $52,000 respectively,
for assurance and related services reasonably related to the performance of the audit.
Tax Fees
In 2013, we paid, $0 for professional services rendered for
tax compliance, tax advice and tax planning. We have not yet been charged for 2014.
All Other Fees
In 2013 and 2014, we paid $0 and $0, respectively, for other
products and services.
Audit Committee Pre-Approval Policies and Procedures
We do not currently have an audit committee; our entire board
serves as our audit committee. As such, our board, acting as an audit committee, is directly and solely responsible for oversight,
engagement and termination of any independent auditor employed by the company for the purpose of preparing or issuing an audit
report or related work.
The board, serving as audit committee, discusses the planning
and staffing of the audit and approves in advance the engagement of the independent auditor for all audit services and non-audit
services and approve the fees and other terms of any such engagement and obtains periodically from the independent auditor communications
of various matters required to be discussed by various Statements on Auditing Standards, Sarbanes Oxley and other standards. The
communications include a description of all relationships between the auditor and the Company that may impact auditor objectivity
and independence.
OTHER MATTERS
The Board of Directors
does not intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought
before the meeting except as specified in the notice of the meeting. In addition to the scheduled items of business, the meeting
may consider shareholder proposals and matters relating to the conduct of the meeting.
Dated: September 30, 2014
A COPY OF THE COMPANY’S FORM 10-K
FOR THE PERIOD ENDING MAY 31, 2014 IS ATTACHED AND INCORPORATED INTO THIS INFORMATION STATEMENT. IF THERE ARE ANY REQUESTS FOR
ANY OTHER DOCUMENTS PLEASE CONTACT:
Michael Wirth
Chief Executive Officer
Maiden Lane Jewelry, Ltd.
64 West 48th Street, Suite 1107
New York, New York 10036
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