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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.
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)
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.
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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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