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)
Payment of Filing Fee (Check the appropriate
box):
| o | Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11. |
| (1) | Title of each class of securities to which transaction
applies: N/A. |
| (2) | Aggregate number of securities to which transaction applies:
N/A. |
| (3) | Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
N/A. |
| (4) | Proposed maximum aggregate value of transaction: N/A. |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: $0. |
| (2) | Form, Schedule or Registration Statement No.: N/A |
MAIDEN LANE JEWLERY, LTD.
64 West 48th Street, Suite 1107
New York, New York 10036
(212)
840-8477
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 30, 2015
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, August 28, 2015, that our board of directors has recommended, and that a majority of our stockholders intend to vote on September
30, 2015 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:
August 26, 2015
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 September
30, 2015 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 September 2, 2015.
Record Date; Voting Securities
Only holders of record of the Company’s
common stock as of August 28, 2015 shall be entitled to vote at the annual shareholders meeting on the basis of one vote for each
share held. As of August 25, 2015 there were 10,494,428 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 2016 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 August 25, 2015.
INFORMATION STATEMENT FOR ANNUAL MEETING
OF MAIDEN LANE JEWELRY, LTD. SHAREHOLDERS
To Be Held September 30, 2015
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 September 30, 2015 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, 2015, and in 2014, 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.
Michael Wirth, 56, has served as
the Chief Executive Officer of Maiden Lane Jewelry, Ltd since February 2014. Mr. Wirth has been a C-suite executive for fifteen
years. During his career he has led and executed five initial public offerings of newly organized or start-up companies and has
helped raise over $10 billion in equity and debt capital. Mr. Wirth has over 32 years of experience in the financial services sector
and has managed over $2 billion in real estate debt and equity securities and advised on or structured over $75 billion in real
estate investments and structured debt products. He currently serves as an independent director on the board of Quontic Bank and
serves as the Chairman of its Executive Committee and the Audit Committee. In addition, Mr. Wirth is the President of Quiddity
Group LLC, which provides strategic and business consulting services to companies in the financial services and real estate industries.
Mr. Wirth was formerly the Chief Financial Officer and Executive Vice President of Kohlberg Capital Corporation, a business development
company with debt and equity investments in middle market companies and, with its wholly-owned asset manager, had assets under
management of over $4 billion. From 2003 to 2006, Mr. Wirth was a co-founder, Chief Financial Officer and Executive Vice President
of New York Mortgage Trust that completed its initial public offering in 2004. Mr. Wirth served from 2002 to 2003 as Chief
Financial Officer of Newcastle Investment Corp., a mortgage REIT. Mr. Wirth also served as a Senior Vice President of Fortress
Investment Group, the external advisor of Newcastle, from 2002 to 2003. From 2000 to 2002, Mr. Wirth served as the Senior
Vice President and Chief Financial Officer of Charter Municipal Mortgage Acceptance Company, a multi-family residential finance
company, American Mortgage Acceptance Company, a mortgage REIT, and Aegis Realty Inc., a retail property REIT. Mr. Wirth also
served as a Senior Vice President of Related Capital Company, which externally managed each of the foregoing companies from 2000
to 2002. From 1997 to 2000, Mr. Wirth served as a Vice President at CGA Investment Management, a monoline insurer of structured
debt and an investor in real estate and asset-backed securities. Mr. Wirth has a “Big Four” accounting and consulting
background with Deloitte (1983-1997) where he served as a National Director to the Financial Services Industry for the real estate
consulting practice where he specialized in transaction, valuation and consulting services to the real estate and financial services
industries. Mr. Wirth received a B.B.A. from the Robinson College of Business at Georgia State University and is a member
of the American Institute of Certified Public Accountants.
Yitzchok Gurary, 31, 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 MLJ currently purchases jewelry. Mr. Gurary was the owner of Ocappi, Inc., a company which sells high end bridal rings exclusively
through its website; Occapi ceased operations in February 2015. MLJ subleases office space from Ocappi, Inc. on a month
to month basis. Mr. Gurary received a Master’s degree from the Rabbinical College of America in 2002.
Shalom Schwartz, 40, has served
as Chairman of the Board of MLJ since its inception. Since 2007, Mr. Schwartz has been employed as a director of risk management
at IDT Corporation. Mr. Schwartz received a Bachelor of Arts in Jewish Studies from the Rabbinical College of America in 1991.
There are no family relationships between
any nominee and/or any executive officers of the company. Yitzchok Gurary is the son of our Director of Sales, Mordechai Gurary.
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.
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.
Officer (3) |
Calendar Year |
Salary |
Bonus |
Michael Wirth(1) |
2014
2013 |
$ 239,583
$ n/a |
$0
$ n/a
|
Yitzchok Gurary |
2014
2013 |
$ 92,978
$ 67,530 |
$0
$0 |
Samantha Manburg(2) |
2014
2013 |
$ 37,961
$n/a |
$ 0
$ n/a |
| (1) | Mr. Wirth was hired in February 2014. His annual salary
increased from $250,000, to $275,000 in August 2014. This employment agreement may be terminated by either party upon sixty (60)
days written notice. Upon termination by the Company for Convenience (as defined in the employment agreement), or by Mr. Wirth
for Good Reason (as defined in the employment agreement), Mr. Wirth shall be entitled to salary and benefits for ninety (90) days
following termination. If termination occurs by Company’s Convenience, or disability or death of Mr. Wirth, and prior to
the effective date of termination, the bonus milestones were met as shown by a quarterly or annual financial statement that covers
a period ending prior to or on the effective date of termination, then Mr. Wirth shall be entitled to any bonuses earned pursuant
to the agreement while employed by the Company. |
| (2) | Samantha Manburg’s employment commenced in September
2014. Her annual salary increased from $132,500 to $142,500 in March 2015. The employment agreement may be terminated by either
party upon sixty (60) days written notice. |
| (3) | No officer received any stock awards, option awards,
non-equity incentive plan compensation, non-qualified deferred compensation earnings or any other compensation. |
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, 2015.
Principal Stockholders
The following table sets
forth certain information known to MLJ with respect to beneficial ownership of MLJ common stock as of August 25, 2015, 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) 64 West 48th Street, Suite 1107 New York, NY 10036 | |
| 2,000,000 | | |
| 19.06 | % |
| |
| | | |
| | |
Michael Wirth(4) 64 West 48th Street, Suite 1107 New York, NY 10036 | |
| 0 | | |
| 0 | % |
| |
| | | |
| | |
Chaim Zfatman(5) 64 West 48th Street, Suite 1107 New York, NY 10036 | |
| 0 | | |
| 0 | % |
| |
| | | |
| | |
Shalom Schwartz(2) 64 West 48th Street, Suite 1107 New York, NY 10036 | |
| 0 | | |
| 0 | % |
| |
| | | |
| | |
Ayin Gimmel, Inc.(3) 583 Montgomery St. Brooklyn, NY 11225
| |
| 5,950,000 | | |
| 56.70 | % |
| |
| | | |
| | |
Samantha Manburg 64 West 48th Street, Suite 1107 New York, NY 10036 | |
| 0 | | |
| 0 | % |
| |
| | | |
| | |
| |
| 7,950,000 | | |
| 75.75 | % |
| |
| | | |
| | |
All officers and directors as a group (5 people) | |
| 2,000,000 | | |
| 19.06 | % |
| |
| | | |
| | |
| (1) | Based of total of 10,494,428 shares outstanding as of
August 25, 2015 |
| (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., and the son-in-law of Mordechai Gurary,
our Director of Sales. |
|
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 19.1%, of our outstanding Common Stock. The principal of Ayin
Gimmel, Inc., a company which owns 5,950,000 (56.7%) shares of our Common Stock, is Levy Raskin, the brother-in-law of Mr. Gurary
and the son-in-law of our Director of Sales, Mordechai Gurary..
Notes and Loans
In October 2012,
Yitzchok Gurary, President and CFO of MLJ Ltd., loaned the company $74,000. The note bears interest at a rate of 4%
per annum and is due and payable December 31, 2015. The note may be converted, at Mr. Gurary’s option, into shares
of common stock at $2.00 per share. On March 6, 2015, the Company entered into a 4% $600,000 note with a maturity date of December
31, 2016 with Mr. Gurary.
From time to time,
MLJ borrows money from its President, Yitzchok Gurary. As of February 28, 2015, the amount outstanding under such borrowings was
$534,632. These loans are payable on demand and are non-interest bearing.
On September 15,
2014 the Company issued $30,000 of an unsecured, subordinated note bearing 11% interest with 285 detachable and freely transferable
warrants per $1,000 face value and a strike price of $3.50 to Mr. Michael Raskin, a relative of the Company’s President.
On August 25, 2014, the Company issued $150,000 of an unsecured, subordinated note bearing 11% interest with 285 detachable and
freely transferable warrants per $1,000 face value and a strike price of $3.50 to an entity controlled by the brother of Yitzchok
Gurary, President of the Company. On April 1, 2015, Yitzchok Gurary, President of the Company, loaned the Company $300,000. Such
loan is payable on demand and is non-interest bearing.
Sales Agreement
On December 1,
2014, the Company entered into an agreement with its President, Yitzchok Gurary. Pursuant to this agreement, Mr. Gurary will engage
in the sale of the Company’s jewelry products. As compensation, Mr. Gurary shall receive 3% of the Company’s net sales
of all Aspiri engagement rings, excluding any such rings sold at an Independent Jewelers’ Organization. The term of this
agreement is three months, and unless terminated, will continue to renew for successive three month periods.
Merchandise
During the nine
months ended February 28, 2015 and February 28, 2014, the Company purchased approximately 28% and 68%, respectively, of its merchandise
from Classique Creations LLC (“Classique”).
Office Space
We currently sublease
office space on a month-to-month basis from Ocappi Inc., a company affiliated with our President, Yitzchok Gurary, at a monthly
rent of $2,000.
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, 2016. 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, 2016. 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 2016 Annual Meeting. The Board of Directors for election at this Annual Meeting has
nominated Michael Wirth, Yitzchok Gurary, and Shalom Schwartz. With the exception of Mr. Wirth, the 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, 2016.
Vote Required
Shareholders representing a majority of our outstanding common
stock, including a single shareholder which holds 56.70% 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 August
28, 2015 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, 2015 for
professional services rendered by Wolinetz, Lafazan & Company, CPA's, P.C. for the audit of the May 31, 2015, and 2014 financial
statements approximated $85,000 and $57,000, 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.
Tax Fees
In 2014, we paid, $0 for professional services rendered for
tax compliance, tax advice and tax planning. We have not yet been charged for 2015.
All Other Fees
In 2014 and 2015, 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: August 25, 2015
A COPY OF THE COMPANY’S FORM 10-K
FOR THE PERIOD ENDING MAY 31, 2015 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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