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Millennium Prime, Inc. (MLMN)

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 8k filed, executed agreement, 2000/1 reverse split

Item 1.01 Entry Into A Material Definitive Agreement


On June 21, 2009, Genio Group, Inc. (the “Company”) executed an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, Millennium Prime, Inc., a Nevada corporation (“Millennium Prime”), and the shareholders of Millennium Prime. The Purchase Agreement provides for the acquisition of certain assets of Millennium Prime whereby such assets will be exchanged for: (i) an aggregate of One Million (1,000,000) restricted shares of the Company Series A Preferred Stock, 1.00 par value per share (the “Series A Preferred Stock”); and (ii) an aggregate of Nine Million (9,000,000) restricted shares of the Company common stock, 0.0001 par value per share. Pursuant to the Purchase Agreement, each share of the Company’s Series A Preferred Stock shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 2.33334; divided by (ii) the total number of Series A Preferred Stock of the Company issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. In addition, each share of the Company’s Series A Preferred Stock shall automatically be converted into 1 share of common stock of the Company at any time at the option of the holder.


The Purchase Agreement contemplates that, in connection with the closing thereof, each of the current officers and directors of the Company shall resign. Immediately thereafter John Marchese shall be appointed to the board of directors, President and Chief Executive Officer of the Company.


The Purchase Agreement contains customary representations, warranties and covenants of the Company and Millennium Prime, including, among others, a covenants by each of the Company and Millennium Prime to maintain and keep its property in good condition, to perform under its agreements and to not enter into material agreements, issue shares, declare dividends, transfer assets or take other material actions without the consent of the other parties. The consummation of the transactions contemplated by the Purchase Agreement is conditioned upon, among other items, the approval of the shareholders of the Company, a reverse stock split of the common stock of the Company in an amount of two thousand (2000) shares for one (1) share; and the filing of a certificate of designation with respect to the rights and preferences of the Series A Preferred Stock.


The transactions contemplated by the Purchase Agreement have been approved by unanimous vote of the Board of Directors of the Company, the Board of Directors of Millennium Prime and the shareholders of Millennium Prime.


The anticipated closing date of the transactions contemplated by the Purchase Agreement is July 15, 2009

http://www.sec.gov/Archives/edgar/data/1100779/000114420409034660/v153452_8k.htm

 

 

 SUBSEQUENT EVENTS-Filed May in May 20, 2009 10Q

In April 2009, the Company commenced the start up enterprise Entmark Partners, LLC, a company engaged in SMS text message advertising and marketing. In April 2009, the Company commenced the start up enterprise Entmark Partners, LLC, a company engaged in SMS text message advertising and marketing.

The Company reached a tentative agreement to acquire the business and operations of Millenium Prime Inc. a company engaged in the lifestyle branding and marketing of spirits.

The number of the registrant's shares of common stock outstanding was 55,681,787 as of May 12, 2009.

Recap:

GNOI  agreement to acquire the business and operations of Millenium Prime Inc. a company engaged in the lifestyle branding and marketing of spirits.

Millennium Prime is acquiring Bong Spirit Imports (read brands tab)

http://millenniumprime.com/

Millennium Prime Inc. has executed a Letter of Intent (LOI) to acquire Bong Spirit Imports LLC and intends to complete the closing in a timely fashion. More information on Bong Spirit Imports LLC is available at http://www.bongspirit.com

Bong Spirit Imports LLC designs, imports and markets premium distilled spirits from top distilleries around the world through a "lifestyle product" branding initiative. The Company has completed a two and a half year development period in which time it successfully introduced a first product offering (vodka)to US Test Markets.

Bong Spirit Vodka is currently distributed in the United States by Southern Wine & Spirits and Glazer's, two of the largest distributors in the country, and is currently available in 11 pilot states and growing, (which combined represent a market share of 48.7% of all the dsitilled spirits consumed in the country).

To date, the Company has sold 25,000 cases in these US test markets without signifigant sales support. The company has secured both on-premise and off-premise national chain accounts such as the Hard Rock Hotel & Casino, W Hotels, Starwood Hotels, TGI Fridays, Sainsburys, Publix, Albertsons, Sams Club, ABC, Spec's, Twin Liquors, Crown Spirits, 67 Liquors and more.

As part of the new strategy to acquire international markets, Bong Spirit Vodka is currently distributed in introductory volumes in the United Kingdom, Vietnam, Turkey and Macau. The Company has also successfully negotiated a multinational distributor for regions throughout China, Thailand, Hong Kong, Malaysia and Taiwan, which can commence once government approval for import is granted from China.



http://www.bongspirit.com/bong/verified.html



Another website based on Bong Vodka Tribe Movement


http://www.spiritofthebrand.com/

 

Company Name: Bong Spirit Company, Llc
Is This Your Company?
Address: 635 W Michigan St, Orlando, FL 32805-6203 (Map)
Alt Business Name:
Location Type: Single Location
Est. Annual Sales: $570,000
Est. # of Employees: 7
Est. Empl. at Loc.: 7
Year Started: 2004
State of Incorp:
SIC #Code: 2084
Contact's Name: James Beach Drummond
Contact's Title:
NAICS: Wineries

 

http://www.bongspirit.com/bong/verified.html

 Bong Spirit Race Car

 

GNOI - Genio Group Inc. from 5/20/09 10Q

http://www.secinfo.com/d12TC3.sRX9.htm

In April 2009, the Company commenced the start up enterprise Entmark Partners, LLC, a company engaged in SMS text message advertising and marketing. In April 2009, the Company commenced the start up enterprise Entmark Partners, LLC, a company engaged in SMS text message advertising and marketing.

NYS Department of State

Division of Corporations

Entity Information
Selected Entity Name: ENTMARK PARTNERS, LLC
Selected Entity Status Information Current Entity Name: ENTMARK PARTNERS, LLC
Initial DOS Filing Date: OCTOBER 09, 2008
County: NASSAU
Jurisdiction: NEW YORK
Entity Type: DOMESTIC LIMITED LIABILITY COMPANY
Current Entity Status: ACTIVE

Selected Entity Address Information DOS Process (Address to which DOS will mail process if accepted on behalf of the entity)
ENTMARK PARTNERS, LLC
C/O STEVEN A. HOROWITZ
400 GARDEN CITY PLAZA, STE 202
GARDEN CITY, NEW YORK, 11530
Registered Agent
NONE


http://appsext8.dos.state.ny.us/corp_public/CORPSEARCH.ENTITY_INFORMATION?p_nameid=3723107&p_corpid=3730440&p_entity_name=entmark%20partners&p_name_type=A&p_search_type=BEGINS&p_srch_results_page=0



http://entmarkpartners.com/partners.html

We have partnered with industry leaders to enable us to supply our clients a product that is unmatched. Our team has provided all the necessary services for digital campaigns for such companies as Coca Cola, Mars Corp, Sony, Warner Brothers as well as interactive television shows. The team provides all aspects from legal to all the texting and tracking.

**********************


Management

Our Founder, Mark Scharbo has been a leader in Internet marketing since 1994 when he began marketing via email. Since then he has founded as well as funded many companies focused on Internet and online marketing. In 1998 he founded what would become the leading online auction aggregator. In less than a year he grew this to boast over 400,000 registered users. It was at this time that he would help start The Elist Group, an email-marketing firm, that after accumulating over 10 million opt in users was acquired. Mr. Scharbo has recently been at the forefront of the mobile interactivity market. He most recently was involved with the studio that brought the first interactive text contest that was broadcast live on television.


http://entmarkpartners.com/about.html

 

 

 

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#868   Hmmmm I continue to wait here for lift off. neophyte184 11/17/16 10:01:41 AM
#867   So thin here. Lol When MLMN wakes up, WATCH OUT!! neophyte184 06/28/16 11:28:36 AM
#866   Quiet before the riot brudda! MLMN$$$ neophyte184 06/22/16 12:20:03 PM
#865   What is going on with this folks??! jamie13 06/22/16 08:13:12 AM
#864   Hope folks have shares here when this baby neophyte184 05/01/16 08:52:17 PM
#863   I am loading where possible here. neophyte184 05/01/16 08:47:35 PM
#862   Thinking we are getting close to a move neophyte184 05/01/16 08:40:37 PM
#861   Watching closely here. Getting close now. MLMN neophyte184 04/20/16 09:24:12 AM
#860   MLMN back over a penny now… Don't let neophyte184 04/12/16 10:25:04 AM
#859   Anyone notice how thin this stock is? Wait neophyte184 02/08/16 01:36:41 PM
#858   I noticed that the PSAR flipped to a neophyte184 01/14/16 10:09:41 AM
#857   My God, look how thin the offer is neophyte184 01/14/16 10:05:21 AM
#856   Based on the recent buying, I see I neophyte184 01/14/16 09:51:37 AM
#855   Man is it quiet in her. Lol Something tells neophyte184 01/13/16 02:30:34 PM
#854   I see we are currently no information on neophyte184 12/14/15 12:18:08 PM
#853   Someone needs shares here.....hmmmm neophyte184 12/14/15 11:17:25 AM
#852   Someone loading here today getting cheapies IMHO. neophyte184 12/14/15 09:49:46 AM
#851   Hmmm I see someone needs shares. Get 'em neophyte184 12/11/15 10:39:19 AM
#850   Getting the feeling we will see some volume neophyte184 12/09/15 09:05:01 AM
#849   More loading here today. Hope I am not neophyte184 12/04/15 01:11:20 PM
#848   L2 looking interesting today… MLMN neophyte184 11/19/15 09:26:56 AM
#847   Will volume increase further today?? Got a sneaking suspicion neophyte184 11/13/15 09:25:46 AM
#846   Someone needs shares here. Bid moving up. Hehehe MLMN neophyte184 11/12/15 03:42:19 PM
#845   Volume showing signs of something brewing here. Small neophyte184 11/11/15 04:20:52 PM
#844   Someone is needing shares here. Hmmmm MLMN neophyte184 11/11/15 01:37:52 PM
#843   Your patience will soon be rewarded itza. neophyte184 11/11/15 12:41:12 AM
#842   I have been locked and loaded for several itza65 11/10/15 06:30:52 PM
#841   Could we be close to company activity here?? neophyte184 11/09/15 09:03:18 AM
#840   Holding and waiting for the big move. MLMN neophyte184 09/24/15 10:03:22 AM
#839   Something's brewing!! jamie13 09/23/15 02:34:47 PM
#838   Bid moved up nicely. :-) BUCS neophyte184 07/29/15 11:01:50 AM
#837   Any minute now. Lol MLMN neophyte184 07/27/15 11:15:48 AM
#836   I think we are close now to something. neophyte184 07/15/15 11:20:14 AM
#835   Don't let the red fool you folks. Volume neophyte184 07/09/15 02:03:47 PM
#834   Accumulation is immense at this point. News any neophyte184 07/09/15 07:34:23 AM
#833   It's meaningless until we get news. There is neophyte184 06/27/15 04:26:43 PM
#832   Why the huge drop today, Kemosabe? Clemdane 06/26/15 09:09:57 PM
#831   Guys, Don't let the lack of volume deter you neophyte184 06/24/15 11:44:12 AM
#830   Well look at that… We have a bid neophyte184 06/22/15 09:15:35 AM
#829   I really hope folks start raising their bids neophyte184 06/12/15 11:33:41 AM
#828   Loading now is a brilliant maneuver brother. neophyte184 06/10/15 11:46:11 AM
#827   I was arguing with a friend over whether KeMBro2012 06/01/15 08:01:03 PM
#826   Quiet here is deafening. Lol MLMN$$$$$ neophyte184 05/28/15 09:31:39 AM
#825   Been watching this stock closely for a while neophyte184 05/14/15 07:50:19 PM
#824   Based on what? Clemdane 05/13/15 11:53:13 PM
#823   The wait is coming to an end soon neophyte184 05/13/15 03:30:00 PM
#822   I love how quiet this board is. neophyte184 05/07/15 08:58:59 AM
#821   When the fun begins here, there will be neophyte184 05/04/15 09:23:09 AM
#820   I am excited! MLMN nvidiaforgames 05/04/15 08:34:16 AM
#819   I have a suspicion that the week ahead neophyte184 05/04/15 08:09:47 AM
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