Attached files
| file | filename |
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| EX-99.1 - GENIO GROUP INC | v181439_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 15,
2010
MILLENNIUM PRIME,
INC.
(Exact
name of registrant as specified in its Charter)
|
Delaware
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0-28459
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22-3360133
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
No.)
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Identification
No.)
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6538
Collins Avenue, Suite 262, Miami Beach, FL
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33141
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(Address
of principal executive offices)
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(Zip
Code)
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(786)
347-9309
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report.)
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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.24d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.23e-4(c))
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Item
1.01
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Entry Into a Material
Definitive Agreement
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On April 15, 2010, Millennium Prime,
Inc., a Delaware corporation (the “Company”) entered into a Securities Exchange
Agreement with the principal shareholders/members of Bong Spirit Imports, LLC
(“Bong”) a Florida Limited Liability Corporation pursuant to which the Company
will acquire 100% of the outstanding shares/membership interests in exchange for
an aggregate of 30,000,000 shares of the Company’s common stock. The
closing of this transaction is subject to a number of conditions including but
limited to the Company providing Bong with $400,000 of capital at the
Closing. The Company anticipates that the closing will occur no later
than July 31, 2010. The Company has been a marketing partner and financial
investor in Bong since 2009, to date the Company has loaned Bong approximately
$390,000.
Bong is
an importer and distributor of alcohol products including Bong Vodka, Bong’s
offices are located in Orlando, Florida.
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Item
9.01
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Financial Statements
and Exhibits
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c)
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Exhibits
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99.1
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Securities
Exchange Agreement dated April 15,
2010.
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2
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 thereunto duly
authorized.
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MILLENNIUM
PRIME, INC.
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|||
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(Registrant)
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|||
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Dated:
April 16, 2010
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By:
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/s/
John F. Marchese
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John
F. Marchese
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|||
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Chief
Executive and Financial Officer
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3