Fusion Capital Fund II, LLC v. Ham

EASTERBROOK, Chief Judge.

Millenium Holding Group, Inc., has shares that were registered under the Securities Act of 1933 and are traded over the counter. It also has few assets and is insolvent. In 2004 its assets came to $60,000 and its liabilities to $1.5 million; things have not improved since. Millenium does not have any ongoing business, though it does have a professionally designed web site (http://www.mnhginc.com/ millenium.html).

In July 2004 Millenium and Sutura, Inc., a firm that does have a business (it makes and sells medical devices), signed a merger agreement. What Sutura, a…