PRE 14A 1 proxy33.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 August 21, 2001 SCHEDULE 14A Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |x | Preliminary Proxy Statement | | Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) | | Definitive Proxy Statement | | Definitive Additional Materials | | Soliciting Material Under Rule 14a-12. MILLENNIUM PLASTICS CORPORATION (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: Common Stock,par value $.001 per share, of Millennium Plastics Corporation (2) Aggregate number of securities to which transaction applies: ____________ shares of Common Stock based on the number outstanding as of August 15, 2001. (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: The filing fee was calculated pursuant to Exchange Act Rule 0-11 (c)(1), and is the product of multiplying 1/50 of 1% by an amount equal to the sum of (x) the product of ____________ shares of Common Stock, par value $.001 per share, of Millennium Plastics Corporation multiplied by $_____________ per share, and (y) $___________ payable to holders of outstanding options to purchase shares of Common Stock in exchange for the cancellation of such options. (4) Proposed maximum aggregate value of transaction: $-0- (5) Total fee paid: $-0- | | Fee paid previously with preliminary materials. | | 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 statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: _____________________________________________ (2) Form, Schedule or Registration Statement No.: _____________________________________________ (3) Filing Party: _____________________________________________ (4) Date Filed: _____________________________________________ MILLENNIUM PLASTICS CORPORATION 6265 S. Stevenson Way Las Vegas, Nevada 89120 (702) 454-2121 Dear Millennium Plastics Stockholder: You are cordially invited to attend the annual meeting of stockholders of Millennium Plastics Corporation ("Millennium") to be held on September 24, 2001, at 9:00 a.m., local time, at The Greystone Conference Room - Suite 115, 1850 E. Flamingo Rd.,Las Vegas,Nevada. At the annual meeting,you will be asked to consider and vote upon; 1. an amendment to the Articles of Incorporation to increase the authorized common stock from 50,000,000 Shares to 100,000,000 Shares; 2. to elect a new board of directors for Millennium to serve through the next year; 3. to re-confirm Weaver & Martin LLC as Millennium's independent auditors; 4. to transact such other business as may properly come before the annual meeting or any adjournment or postponement. The proposed amendment to the Articles of Incorporation is an important decision for Millennium and its stockholders. The amendment cannot occur unless, among other things, the amendment is approved by the holders of a majority of the outstanding shares of Millennium common stock entitled to vote at the annual meeting. The accompanying proxy statement explains the proposed amendment and provides specific information concerning the annual meeting. We encourage you to read this entire document carefully. Whether or not you plan to attend the annual meeting, please take the time to vote on the proposal submitted by completing and mailing the enclosed proxy card to us. Please sign, date and mail your proxy card indicating how you wish to vote. If you fail to return your proxy card, the effect will be a vote against the Amendment. Sincerely, /s/ Paul Branagan CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER The amendment to the Articles of Incorporation and other matters voted upon have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities regulators nor has the SEC or any state securities regulator passed upon the fairness or merits of the amendment or upon the accuracy or adequacy of the information contained in this proxy statement. Any representation to the contrary is unlawful. This proxy statement is dated August 21, 2001, and is first being mailed to Millennium stockholders on or about September 3, 2001 to stockholders of record of August 15,2001. MILLENNIUM PLASTICS CORPORATION 6265 S. Stevenson Way Las Vegas, Nevada 89120 (702) 454-2121 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 24, 2001 Dear Millennium Plastics Stockholder: We will hold the Annual Meeting of Stockholders of Millennium Plastics Corporation on September 24, 2001 at 9:00 a.m., local time, at The Greystone Building Conference Room - Suite 115, 1850 E. Flamingo Rd., Las Vegas, Nevada, for the following purposes: 1. an amendment to the Articles of Incorporation to increase the authorized common stock from 50,000,000 Shares to 100,000,000 Shares; 2. to elect a new board of directors for Millennium to serve through the next year; 3. to re-confirm Weaver & Martin LLC as Millennium's independent auditors; 4. to transact such other business as may properly come before the annual meeting or any adjournment or postponement. The board of directors has determined that the amendment to the Articles of Incorporation is in the best interests of the Millennium stockholders and unanimously recommends that you vote "FOR" the amendment. Only Millennium Plastics stockholders of record at the close of business on August 15, 2001, are entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. A complete list of the stockholders entitled to vote at the annual meeting or any adjournments or postponements of the annual meeting will be available at and during the annual meeting. YOUR VOTE IS IMPORTANT. TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT ANYTIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. IF YOU RETURN A PROXY WITHOUT SPECIFYING A CHOICE ON THE PROXY, THE PROXY WILL BE VOTED "FOR" THE PROPOSALS. IT MAY BE POSSIBLE FOR YOU TO VOTE IN PERSON AT THE ANNUAL MEETING EVEN IF YOU HAVE RETURNED A PROXY. PLEASE REVIEW THE PROXY STATEMENT FOR MORE INFORMATION. By Order of the Board of Directors Paul Branagan SECRETARY Las Vegas, Nevada September 3, 2001 TABLE OF CONTENTS PAGE SUMMARY 1 QUESTIONS AND ANSWERS ABOUT THE AMENDMENT 2 WHO CAN HELP ANSWER YOUR QUESTIONS 3 CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS 3 THE ANNUAL MEETING 4 Time, Place And Date 4 Purpose Of The Meeting 4 Record Date And Voting At The Annual Meeting 4 Votes Required 4 Solicitation And Proxy Solicitor 5 Revocation And Use Of Proxies 5 Adjournments Or Postponements 5 Board of Directors Report On Executive Compensation 5 Selection of Auditors 5 Audit Committee 6 Election of Directors 6 Board of Directors Meeting 6 Summary Compensation 6 DIRECTORS AND EXECUTIVE OFFICERS OF MILLENNIUM PLASTICS 6 Executive Officers 6 Duties, Responsibilities and Experience 7 PRINCIPAL STOCKHOLDERS OF MILLENNIUM PLASTICS 8 PROPOSALS OF STOCKHOLDERS FOR 2002 ANNUAL MEETING 8 OTHER MATTERS 8 EXPENSES OF PROXY SOLICITATION 8 WHERE YOU CAN FIND MORE INFORMATION 8 APPENDICES Appendix A Amended Articles of Incorporation A-1 SUMMARY Throughout this proxy statement the term "Amendment" means the amendment to the Articles of Incorporation. A copy of the Amendment is attached as Appendix A to this proxy statement. IN ADDITION TO CERTAIN OTHER MATTERS WHICH WILL BE VOTED ON, THE AMENDMENT IS OF GREAT IMPORTANCE TO THE STOCKHOLDERS OF MILLENNIUM BECAUSE, IF THE AMENDMENT IS APPROVED BY THE STOCKHOLDERS, MANAGEMENT WILL BE AUTHORIZED TO INCREASE THE CAPITALIZATION OF THE COMPANY TO 100,000,000 SHARES OF COMMON STOCK, AT $0.001 PAR VALUE. ACCORDINGLY, STOCKHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION SUMMARIZED BELOW AND PRESENTED ELSEWHERE IN THIS PROXY STATEMENT. Date, Time and Place of the Annual Meeting of Millennium Monday, September 24, 2001, at Stockholders 9:00 a.m., Las Vegas time, at The Greystone Building Conference Room, Suite 111, 1850 E. Flamingo Rd., Las Vegas, Nevada, ("the Annual Meeting"). See "INTRODUCTION") Purpose of the Meeting 1. To consider and vote upon the Amendment to the Articles of Incorporation, by increasing the capitalization of the Company to 100,000,000 common shares, $0.001 par value; 2. To elect a new board of directors for Millennium to serve through the next year, (current nominations are for Paul T. Branagan, Jocelyn Carnegie, Bayan Giltsoff, James L. Arnold, and Donato Grieco); 3. To re-confirm Weaver & Martin LLC as Millennium's independent auditors; and 4. To transact such other business as may properly come before the annual meeting or any adjournment or postponement. Stockholders Entitled to Vote Only Millennium stockholders of record at 5:00 p.m., Las Vegas time on August 15, 2001 are entitled to notice of and to vote at the Annual Meeting. Recommendation of Millennium Board of Directors; Reasons for The board of directors of the Amendment: Millennium has duly approved and executed the Amended Articles of Incorporation and recommends a vote in favor of it in the belief that the increased capitalization is in the best interest of Millennium stockholders. Before giving this approval, the Millennium board reviewed a number of factors,including recent negotiations for providing financing for the Company which negotiations were hampered by the lack of capitalization. Effective Time of Amendment If the Amendment is adopted and approved at the Annual Meeting, management will file the Amended Articles ofIncorporation on September 24, 2001. QUESTIONS AND ANSWERS ABOUT THE AMENDMENT WHY SHOULD MILLENNIUM AMEND ITS ARTICLES OF INCORPORATION? Millennium Plastics Corporation is currently authorized to issue 50,000,000 shares of common stock, at $0.001 par value. Currently the Company has 41,952,884 shares of its common stock issued, with 10,000,000 held by management for a specific financing. If the financing is approved at a later date by management, the Company would be left with only 8,047,116 shares of common stock for use in its operations. IF I SEND IN MY PROXY CARD BUT DO NOT INDICATE MY VOTE, HOW WILL MY SHARES BE VOTED? If you sign and return your proxy card but do not indicate how to vote your shares at the annual meeting, the shares represented by your proxy will be voted "FOR" the Proposals. WHAT SHOULD I DO NOW TO VOTE AT THE ANNUAL MEETING? Sign, mark and mail your proxy card indicating your vote on the Amendment in the enclosed return envelope as soon as possible, so that your shares of Millennium common stock can be voted at the annual meeting. MAY I CHANGE MY VOTE AFTER I MAIL MY PROXY CARD? Yes. You may change your vote at any time before your proxy is voted at the annual meeting. You can do this in three ways: You can send Millennium a written statement that you revoke your proxy, which to be effective must be received prior to the vote at the annual meeting; You can send Millennium a new proxy card prior to the vote at the annual meeting, which to be effective must be received by Millennium prior to the vote at the annual meeting; or You can attend the annual meeting and vote in person. Your attendance alone will not revoke your proxy. You must attend the annual meeting and cast your vote at the annual meeting. Send any revocation of a proxy or new proxy card to the attention of the Corporate Secretary at Millennium Plastics Corporation 6265 S. Stevenson Way, Las Vegas, Nevada 89120. (702) 454-2121. If your shares are held in street name, you must follow the directions provided by your broker to vote your shares or to change your instructions. WHO CAN HELP ANSWER YOUR QUESTIONS If you have more questions about the Amendment or would like additional copies of the proxy statement, you should contact: Millennium Plastics Corporation 6265 S. Stevenson Way Las Vegas, Nevada 89120 Attention: Paul Branagan President, and Secretary Telephone Number: (702) 454-2121 CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS This proxy statement and the documents to which we refer you to in this proxy statement contain forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes", "plans," "projected," "predicts," "potential" or "continue" or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including our ability to retain the business of our significant customers; our ability to keep pace with new technology and changing market needs;and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this proxy statement, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this proxy statement, the documents to which we refer you and other statements made from time to time by us or our representatives, might not occur. THE ANNUAL MEETING TIME, PLACE AND DATE We are furnishing this proxy statement to Millennium stockholders in connection with the solicitation of proxies by the Millennium board of directors for use at the annual meeting of stockholders of Millennium to be held on September 24, 2001, at 9:00 a.m., local time, at The Greystone Conference Room, Suite 115, 1850 E. Flamingo Rd., Las Vegas, Nevada, or any adjournment or postponement thereof, pursuant to the enclosed Notice of Annual Meeting of Stockholders. PURPOSE OF THE MEETING At the annual meeting, holders of Millennium Plastics common stock of record as of the close of business on August 15, 2001 will be eligible to vote upon: 1. an amendment to the Articles of Incorporation to increase the authorized common stock from 50,000,000 Shares to 100,000,000 Shares; 2. to elect a new board of directors for Millennium to serve through the next year; 3. to re-confirm Weaver & Martin LLC as Millennium's independent auditors; 4. to transact such other business as may properly come before the annual meeting or any adjournment or postponement. RECORD DATE AND VOTING AT THE ANNUAL MEETING The board of directors has fixed the close of business on August 15, 2001, as the record date for the determination of the stockholders entitled to notice of, and to vote at, the annual meeting and any adjournments and postponements of the annual meeting. On that day, there were 41,527,884 shares of Millennium common stock outstanding and eligible to vote, which shares were held by approximately 251 stockholders of record. Holders of Millennium Plastics common stock are entitled to one vote per share. A majority of the issued and outstanding shares of Millennium common stock on the record date, represented in person or by proxy, will constitute a quorum for the transaction of business at the annual meeting. If a quorum is not present, the annual meeting may be adjourned from time to time, until a quorum is present. Abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum at the annual meeting for the transaction of business. Any stockholder of Millennium Plastics has the right to vote against approval of the Amendment. VOTES REQUIRED Approval of any Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Millennium Plastics common stock entitled to vote at the annual meeting. A failure to vote, abstention from voting, or a broker non-vote will have the same legal effect as a vote cast against approval of any Proposal. Brokers, and in many cases nominees, will not have discretionary power to vote on the proposals to be presented at the annual meeting. Accordingly, beneficial owners of shares must instruct their brokers or nominees how to vote their shares at the annual meeting. SOLICITATION AND PROXY SOLICITOR Millennium will bear all expenses of the solicitation of proxies in connection with this proxy statement, including the cost of preparing and mailing this proxy statement. Millennium will reimburse brokers, fiduciaries, custodians and their nominees for reasonable out-of-pocket expenses incurred in sending this proxy statement and other proxy materials to, and obtaining instructions relating to such materials from, beneficial owners of Millennium Plastics common stock. Millennium stockholder proxies may be solicited by directors, officers and employees of Millennium in person or by telephone, facsimile or by other means of communication. However, they will not be paid for soliciting proxies. REVOCATION AND USE OF PROXIES The enclosed proxy card is solicited on behalf of the Millennium board of directors. A stockholder giving a proxy has the power to revoke it at any time before it is exercised by (i) delivering a written notice revoking the proxy to Millennium before the vote at the annual meeting; (ii) executing a proxy with a later date and delivering it to Millennium before the vote at the annual meeting; or (iii) attending the annual meeting and voting in person. Any written notice of revocation should be delivered to the attention of the Corporate Secretary at Millennium Plastics Corporation, 6265 S. Stevenson Way, Las Vegas, Nevada 89120. Attendance at the annual meeting without casting a ballot will not, by itself, constitute revocation of a proxy. Subject to proper revocation, all shares of Millennium common stock represented at the annual meeting by properly executed proxies received by Millennium will be voted in accordance with the instructions contained in such proxies. Executed, but unmarked, proxies will be voted "FOR" approval of the Proposals. ADJOURNMENTS OR POSTPONEMENTS Although it is not expected, the annual meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment or postponement of the annual meeting may be made without notice, other than by an announcement made at the annual meeting, by approval of the holders of a majority of the votes present in person or represented by proxy at the annual meeting, whether or not a quorum exists. Any signed proxies received by Millennium Plastics will be voted in favor of an adjournment or postponement of the annual meeting in these circumstances, unless either a written note on the proxy delivered by the stockholder directs otherwise or the stockholder has voted against the Amendment. Thus, proxies voting against the Amendment will not be used to vote for adjournment of the annual meeting for the purpose of providing additional time to solicit votes to approve the Amendment. Any adjournment or postponement of the annual meeting for the purpose of soliciting additional proxies will allow Millennium Plastics stockholders who have already sent in their proxies to revoke them at any time prior to their use. BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION The Board of Directors has no existing policy with respect to the specific relationship of corporate performance to executive compensation. The Board has set executive compensation at what the Board considered to be the minimal levels necessary to retain and compensate the officers of the company for their activities on the Company's behalf. SELECTION OF AUDITORS The board of directors selected Weaver & Martin LLC as the independent auditor to examine Millennium's financial statements for the fiscal year ended March 31, 2002. AUDIT COMMITTEE The Company does not currently have an Audit committee. ELECTION OF DIRECTORS The directors are to be elected to the Board of Directors for one year to serve until the 2002 annual meeting of shareholders and until their successors are elected and qualified. If one or more of the nominees should at the time of the meeting be unable or unwilling to serve, the shareholders may vote for other nominees and for any substitute nominee or nominees designated by the Board of Directors. None of the Directors knows of any reason why the nominees named would be unavailable to serve. The following table sets forth information regarding each nominee. All Positions and Offices Years Served Name With MPCO Age as Director Of the Company Since Paul T.Branagan President,Secretary/Treasure 57 Dec. 1999 & Director Jocelyn Carnegie VP of Product Development 34 Dec. 1999 and Director James L. Arnold VP of Operations and Director 66 Dec. 1999 Bayan Giltsoff Director 55 May, 2001 Donato Grieco Director 64 Dec. 1999 BOARD OF DIRECTORS MEETING The board of directors of Millennium met 1 time during the fiscal year ended March 31, 2001. SUMMARY COMPENSATION The compensation which the Company accrued or paid to the Officers for services in all capacities and for the fiscal years indicated, was as follows: Annual Compensation Name Year Salary Bonus Other Annual Restricted Compensation Stock Options Paul T. Branagan 2000 $16,000 -0- -0- -0- -0- 2001 $60,000 -0- -0- -0- -0- Jocelyn Carnegie 2000 -0- -0- -0- -0- -0- 2001 -0- -0- -0- -0- -0- James L. Arnold 2000 -0- -0- -0- -0- -0- 2001 -0- -0- -0- -0- -0- Bayan Giltsoff 2000 -0- -0- -0- -0- -0- 2001 -0- -0- -0- -0- -0- Donato Grieco 2000 -0- -0- -0- -0- -0- 2001 -0- -0- -0- -0- -0- DIRECTORS AND EXECUTIVE OFFICERS OF MILLENNIUM EXECUTIVE OFFICERS The following table sets forth certain information concerning the current executive officers (as defined by the Securities and Exchange Commission rules) of Millennium. These officers serve at the discretion of the board of directors of Millennium and of various subsidiaries of Millennium, as the case may be. NAME AGE POSITION Paul T. Branagan 57 President, Secretary/Treasurer and Director Jocelyn Carnegie 34 Vice President of Product Development and Director Bayan Giltsoff 55 Director James L. Arnold 66 Vice President of Operation and Director Donato Grieco 64 Director DUTIES, RESPONSIBILITIES AND EXPERIENCE Paul T. Branagan (age 57) is the President, Secretary/Treasurer and a member of the Board of Directors of the Company. Mr. Branagan graduated from the University of Las Vegas Nevada with a B.S. in physics. From 1993 to the present Mr. Branagan has been the President and Senior Scientist of Branagan & Associates, Inc. From 1975 to 1993 he was the Project Manager, Assistant Oil and Gas Division Manager and Senior Scientist of CER Corporation of Las Vegas, Nevada. Jocelyn Carnegie (age 34) is the Vice President of Development and a member if the Board of Directors of the Company. Mr. Lennon was on the Dean of Students' staff at DePauw University. After leaving DePauw he became the Chairman of the Business Department at Davenport College. Mr. Lennon is presently the CEO and founder of F & L Investment Corporation. Bayan Giltsoff (age 55) Vice President of Sales and Marketing and a Member of the Board of Directors of the Company. Having completed his studies at the Faculty of Letters, Madrid University, Mr. Giltsoff worked in the chemicals sector with Foseco Minsep in Kuwait from 1967 to 1979. From 1979, Mr. Giltsoff worked in Digital Equipment Corp. in the IT sector until 1986, when he founded his own computer trading and IT Consultancy based in Dubai. Active principally in the Middle East, Mr. Giltsoff returned to Ireland in the mid 1990s to develop the Solplax technology. Mr. Giltsoff founded Solplax in 1996 based on his patented invention of 1995 and continues to drive the technical development and marketing effort of the company. Mr. Giltsoff continues to consult to several companies in the Gulf and throughout Europe within the trading, IT and real estate sectors. He is fluent in English, French, Spanish and Arabic and has a working knowledge of Russian, Portuguese and Italian. James L. Arnold (age 66) is the Vice President of Operations and a member of the Board of Directors of the Company. Mr. Arnold graduated from Northeastern University with a B.S. in industrial engineering. From 1997 to the present he has worked as a management consultant. From 1993 until 1997, Mr. Arnold served as President and CEO of Ebtron, Inc. Donato A. Grieco (age 64) is a member of the Board of Directors of the Company. Mr. Grieco holds a B.S. in Business & Engineering Administration from the Massachusetts Institute of Technology of Cambridge, Massachusetts. Since 1986, Mr. Grieco has been Vice-President of Mollenberg-Betz, Inc. of Buffalo, New York, a major contractor in the mechanical construction industry, specializing in refrigeration, air conditioning, heating, and industrial process piping systems. Primarily responsible for project cost estimating, along with vendor and sub-contractor soliciting, leading to total project bid presentations. There are no family relationships between any of the above persons. Executive officers are elected annually by the board of directors of Millennium or a wholly-owned subsidiary of Millennium, as the case may be, at their respective meetings of directors held immediately following the annual meeting of stockholders for such company, to serve for the ensuing year or until their successors have been elected. There are no arrangements or understandings between any officer and any other person pursuant to which the officer was elected. PRINCIPAL STOCKHOLDERS OF MILLENNIUM The following table sets forth as of August 15, 2001, the beneficial ownership of the Millennium common stock of each director, each of the named executive officers, and all executive officers and directors of Millennium as a group: Number Percent Name of Beneficial Owner(1) of Shares(2) Of Class(3) Paul T. Branagan 538,500 2% Jocelyn Carnegie 120,000 0% Bayan Giltsoff -0- -0- James L. Arnold 100,000 0% Donato Grieco 150,000 1% SCAC Holdings Corp 8,000,0 25% 00 All Directors & Officers 908,500 3% as a Group (1)As used in this table, "beneficial ownership" means the sole or shared power to vote,or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).In addition, for purposes of this table, a person is deemed, as of any date to have"beneficial ownership" person has the right to acquire within60 days after such date. (2)Percentages are based upon 31,527,884 as a result of 10,000,000 issued shares are in the possession of the Company. (3)Figures are rounded to the nearest percentage. Less than 1% is reflected as 0%. PROPOSALS OF STOCKHOLDERS FOR 2001 ANNUAL MEETING Proposals of stockholders intended to be presented at the 2002 Annual Stockholders' meeting must be received by the corporate secretary, Millennium Plastics Corporation, 6265 S. Stevenson Way., Las Vegas, Nevada 89120 prior to July 1, 2002. OTHER MATTERS As of the date of this proxy statement, the board of directors does not intend to bring any other business before the annual meeting of Millennium stockholders and, so far as is known to the board of directors, no matters are to be brought before the annual meeting except as specified in the notice of annual meeting. However, as to any other business that may properly come before the annual meeting, the proxy holders intend to vote the proxies in respect thereof in accordance with the recommendation of the board of directors. EXPENSES OF PROXY SOLICITATION The principal solicitation of proxies will be made by mail. However, certain officers and directors of the Company, none of whom will be compensated therefor, may solicit proxies by letter, telephone or personal solicitation. Expense of distributing this Proxy Statement to stockholders, which may include reimbursements to banks, brokers, and other custodians for their expenses in forwarding this Proxy Statement, will be borne exclusively by Millennium. WHERE YOU CAN FIND MORE INFORMATION Millennium files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information that Millennium files with the Securities and Exchange Commission at the Securities and Exchange Commission's public reference room at the following location: Public Reference Room 450 Fifth Street, N.W. Room 1024 Washington, D.C. 20549 Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room. These Securities and Exchange Commission filings are also available to the public from commercial document retrieval services and at the Internet world wide web site maintained by the Securities and Exchange Commission at "http://www.sec.gov." The Securities and Exchange Commission allows Millennium to "incorporate by reference" information into this proxy statement, which means that the Millennium can disclose important information to you by referring you to other documents filed separately with the Securities and Exchange Commission. The information incorporated by reference is considered part of this proxy statement, except for any information superseded by information contained directly in this proxy statement or in later filed documents incorporated by reference in this proxy statement. This proxy statement incorporates by reference the documents set forth below that Millennium previously filed with the Securities and Exchange Commission. These documents contain important business and financial information about Millennium that is not included in or delivered with this proxy statement. MILLENNIUM FILINGS (FILE NO. 0-30234) PERIOD Registration Statement Form Filed August 30, 1999 10SB Annual Report on Form 10-K Fiscal Year ended March 31, 2000 Fiscal Year ended March 31, 2001 Quarterly Reports on Form 10-Q Quarters ended September 30, 1999, December 31, 2000, June 30, 2000, and June 30, 2001 Current Reports on Form Filed December 6, 1999, December 8, 1999,and 8-K August 27, 2000. Millennium also incorporates by reference additional documents that may be filed with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement and the date of the annual meeting. These include periodic reports, such as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K, as well as proxy statements. You can obtain any of the documents incorporated by reference through Millennium, the Securities and Exchange Commission or the Securities and Exchange Commission's Internet web site as described above. Documents incorporated by reference are available from Millennium without charge, excluding all exhibits, except that if Millennium has specifically incorporated by reference an exhibit in this proxy statement, the exhibit will also be provided without charge. Stockholders may obtain documents incorporated by reference in this proxy statement by requesting them in writing or by telephone from Millennium at the following address: MILLENNIUM PLASTICS CORPORATION 6265 S. Stevenson Way Las Vegas, Nevada 89120 (702) 454-2121 You should rely only on the information contained or incorporated by reference in this proxy statement. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated August 21, 2001. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. The mailing of this proxy statement to stockholders does not create any implication to the contrary. FRONT SIDE OF PROXY PROXY MILLENNIUM PLASTICS CORPORATION 6265 S. Stevenson Way Las Vegas, Nevada 89120 (702) 454-2121 ANNUAL MEETING OF STOCKHOLDERS SEPTEMBER 24, 2001 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MILLENNIUM PLASTICS CORPORATION The undersigned stockholder of MILLENNIUM PLASTICS CORPORATION, a Nevada corporation (the "Company"), hereby appoints Paul Branagan, as proxies, with the power to appoint his or her substitute, and hereby authorizes him or his authorized substitute to represent, and to vote as designated on the reverse side, all the shares of common stock of Millennium Plastics Corporation held of record by the undersigned on August 15, 2001, at the Annual Meeting of Stockholders of Millennium Plastics Corporation, to be held at The Greystone Conference Room, Suite 115, 1850 East Flamingo Rd., Las Vegas, Nevada,on September 24, 2001, at 9:00 a.m. local time and at all adjournments or postponements thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE BOARD OF DIRECTORS AS NOMINATED, THE APPROVAL OF THE ACCOUNTING FIRM OF WEAVER & MARTIN LLC, AND THE APPROVAL OF THE AMENDED ARTICLES OF INCORPORATION AND ANY OTHER APPROPRIATE MATTER WHICH COMES BEFORE THE BOARD. [X] PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE THE BOARD OF DIRECTORS OF MILLENNIUM PLASTICS CORPORATION RECOMMENDS A VOTE FOR THE AMENDED ARTICLES OF INCORPORATION. 1. Proposal to approve and adopt the Amended Articles of Incorporation, dated as of August __, 2001, as reflected in the Exhibit attached to the proxy statement. [ ] FOR [ ] AGAINST [ ] ABSTAIN (Continued and to be dated, and signed on reverse side) 2. Proposal to approve the following Directors: Paul T. Branagan, Jocelyn Carnegie, Bayan Giltsoff, James L. Arnold, and Donato Grieco. Paul T. Branagan [ ] FOR [ ] AGAINST [ ] ABSTAIN Jocelyn Carnegie [ ] FOR [ ] AGAINST [ ] ABSTAIN Bayan Giltsoff [ ] FOR [ ] AGAINST [ ] ABSTAIN James L. Arnold [ ] FOR [ ] AGAINST [ ] ABSTAIN Donato Grieco [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. Proposal to approve Weaver & Martin LLC as independent auditors for the new year: [ ] FOR [ ] AGAINST [ ] ABSTAIN 4. Proposal to transact such other business as may properly come before the annual meeting or any adjournment or postponement: [ ] FOR [ ] AGAINST [ ] ABSTAIN THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT. Date: ___________________, 2001 _______________________________ (Signature) _______________________________ (Joint Owner's Signature) Please sign exactly as your name appears on proxy. When signing as attorney, guardian, executor, administrator or trustee, please give title. If the signer is a corporation, give the full corporate name and sign by a duly authorized officer, showing the officer's title. EACH joint owner is requested to sign. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE Exhibit 3(a) CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF MILLENNIUM PLASTICS CORPORATION The undersigned President and Secretary of MILLENNIUM PLASTICS CORPORATION does hereby certify: That the Board of Directors of said Corporation, at a meeting duly convened and held on the May 15, 2001, adopted a resolution to amend the Articles of Incorporation as follows: 1. Article VI, Section 1 is amended to read as follows: Article VI - CAPITAL STOCK Section 1. Authorized Shares. The total number of shares which this corporation is authorized to issue is 100,000,000 shares of Common Stock of $.001. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 41,527,844; that the said changes and amendments have been consented to and approved by a majority of the stockholders holding at least a majority of stock outstanding and entitled to vote thereon at a meeting of the Shareholders held September 24, 2001, making a sufficient number for approval. Date September 24, 2001 Paul Branagan, President Paul Branagan, Secretary STATE OF NEVADA ) ) SS: COUNTY OF CLARK ) On September 24, 2001, 2001, personally appeared before me, a Notary Public, PAUL BRANAGAN, who acknowledged that he executed the above instrument as President and Secretary of Millennium Plastics Corporation. _____________________________ NOTARY PUBLIC