- Current report filing (8-K)
January 06 2010 - 5:01AM
Edgar (US Regulatory)
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):
December 31,
2009
MILLENNIUM PRIME,
INC.
(Exact
name of registrant as specified in its Charter)
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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)
Genio Group,
Inc.
400 Garden City Plaza,
Garden City, NY 11530
(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
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.24d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.23e-4(c))
Item
1.01
Entry Into a Material
Definitive Agreement
On December 31, 2009, Millennium Prime,
Inc. f/k/a Genio Group, Inc., a Delaware corporation (the “Company”) executed a
Restated and Amended Asset Purchase Agreement, that amended the original Asset
Purchase Agreement dated June 21, 2009 by and among the Company,
Millennium Prime, Inc., a Nevada corporation (“Millennium Prime”) and the
shareholders of Millennium Prime. The restated and amended Agreement provides
for an increase in the number of common shares issuable to Millennium Prime or
its designees from 9,000,000 to 27,000,000. As a result of the
Amendment the Company will acquire certain assets from Millennium Prime in
exchange for: (i) an aggregate of One Million (1,000,000) restricted shares of
the Company’s Series A Preferred Stock, $1.00 par value per share (the “Series A
Preferred Stock”); and (ii) an aggregate of Twenty-Seven Million (27,000,000)
restricted shares of the Company’s common stock $0.0001 par value per
share.
The
Company completed the acquisition on December 31, 2009, at which time each of
the current officers and directors of the Company resigned and John F. Marchese
the President of Millennium Prime was elected to the Company’s board of
directors and was appointed the Company’s President and Chief Executive
Officer.
Item
5.02 Departure of Principal Officers; Election of Directors;
Appointment of Principal Officer.
(a)
(b) On December 31, 2009, our board of directors accepted the
resignation of Steven A. Horowitz as an officer and director of the
Corporation.
(c) (d)
John F. Marchese, joined Millennium Prime, Inc. (Delaware), (MLMN: OTCBB) f/k/a
Genio Group, Inc., as its CEO/President and Director in connection
with the acquisition of the assets of Millennium Prime – Nevada. Mr.
Marchese is a co-founder of Millennium – Nevada. Mr.
Marchese is expected to lead the execution of our new strategy to
develop, acquire and market innovative lifestyle brands in the beverage,
apparel, merchandise & entertainment business categories. John brings over
18 years of experience and leadership executing sales, business development,
marketing and strategic initiatives for public and private companies on a
domestic and international basis.
Prior to
Millennium Prime, Inc. (Nevada), Mr. Marchese co-founded and was a principal of
Total Impact Partners, LLC., a sales, business and corporate development company
founded in 2004. Total Impact Partners, LLC provided services such as
sales channel development, marketing messaging & programs, strategic partner
development, sales leadership & execution, and new market/product launch
direction to high growth companies across the globe. Prior to that, John held
various executive roles such as EVP Sales & Business Development for TiGi
Corporation (Vienna, VA), EVP WW Sales & Marketing for Appswing Ltd.
(Israel), SVP Telecom Service Development for Vectant, Inc. (subsidiary of
Marubeni Corporation of Japan) and Director of WW internet Business Development
for Citrix Systems, Inc. (Nasdaq: CTXS).
Mr.
Marchese has a Bachelor of Science degree in Business Administration, Management
Information Systems, from the State University of New York at Buffalo, 1991 as
well other executive level training & education coursework.
Item
9.01
Financial Statements and
Exhibits
99.1 Restated
and Amended Asset Purchase Agreement dated as of December 31,
2009
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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(Registrant)
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Dated: December
31, 2009
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By:
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/s/ Steven A.
Horowitz
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Steven
A. Horowitz
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Chief
Executive and
Financial Officer
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