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Millennium Prime, Inc. (MLMN)

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Last Post: 3/21/2019 1:56:31 PM - Followers: 28 - Board type: Free - Posts Today: 0

 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




 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.


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.


Another website based on Bong Vodka Tribe Movement



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



 Bong Spirit Race Car


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

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
Current Entity Status: ACTIVE

Selected Entity Address Information DOS Process (Address to which DOS will mail process if accepted on behalf of the entity)
Registered Agent



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.



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.





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#1003   Convicted of Securities FRAUD - Mark W. Mahaffie- KSC No. marketreturn 03/21/19 01:56:30 PM
#1002   not so much optimism as it is stubborness. sootman 02/20/19 03:59:43 PM
#1001   What spurs on your optimism that this will itza65 02/20/19 03:26:04 PM
#1000   National Drink Wine Day FORDGT 02/15/19 07:22:35 PM
#999   I have not sold. Holding. sootman 12/04/18 03:45:48 PM
#998   At what price did you get out? How itza65 12/04/18 03:43:35 PM
#997   you got out and the price went up? sootman 11/20/18 08:40:06 AM
#996   Yeh that was me getting out of this jamie13 11/20/18 08:36:47 AM
#995   interesting little shot of volume today. sootman 11/19/18 04:01:30 PM
#994   FORDGT, are you suggesting that there is something itza65 10/21/18 03:27:43 PM
#992   https://web.archive.org/details/http://www.drinksamericas.com FORDGT 10/03/18 10:30:21 AM
#991   Chief Executive Officer FORDGT 10/03/18 01:28:32 AM
#990   Looking better and better here $MLMN jjr04001 12/27/17 02:32:07 PM
#989   still holding some sootman 12/15/17 06:16:57 PM
#988   Tick tock, tick tock $MLMN jjr04001 12/15/17 02:55:27 PM
#987   MACD on the weekly chart $MLMN jjr04001 11/29/17 08:20:38 PM
#986   I don't see anything that would motivate me itza65 11/29/17 07:45:44 PM
#985   Just the chart. jjr04001 11/25/17 08:18:21 PM
#984   You have any reason to think they are Clemdane 11/22/17 12:40:37 PM
#983   I'm thinking to get in soon $MLMN jjr04001 11/18/17 02:19:34 PM
#982   Not quite a boatload. Maybe a small dinghy. Clemdane 09/22/17 02:29:19 PM
#981   Anyone still holding a boatload of this? itza65 09/22/17 02:25:58 PM
#980   Thanks very much for the response, appreciate it. Clemdane 08/02/17 05:09:35 PM
#979   Any idea what's going on here? Clemdane 07/28/17 05:33:10 PM
#978   Hey, what happened here? Just realized I still Clemdane 07/28/17 05:31:37 PM
#977   Up over 100% on less than 11,000 shares recinvestor 05/27/17 11:22:12 AM
#976   Bong Vodka: MLMN filed with the Florida SOS recinvestor 05/14/17 12:04:59 PM
#975   Hi Rec - I came over from AMF$. Smith Sam 05/13/17 08:07:27 PM
#974   Well, there's some low hanging fruit right now. recinvestor 03/15/17 10:17:07 AM
#973   Lol! Hey you had plenty of time to neophyte184 03/14/17 06:49:29 AM
#972   You give me a hard time to accumulate trader993 03/14/17 06:47:37 AM
#971   If not, I will hold as long as neophyte184 03/12/17 10:37:37 AM
#970   I would think there would be some sort sootman 03/12/17 10:13:38 AM
#969   Great post Rec! And spot on as usual… As neophyte184 03/11/17 11:09:20 PM
#968   That's amazing exposure for Bong Vodka!! I believe recinvestor 03/11/17 07:28:06 PM
#967   Has anyone seen this???? neophyte184 03/11/17 02:59:59 PM
#966   Someone needs shares today. Hmmm Wonder why?? MLMN neophyte184 03/10/17 12:23:41 PM
#965   Absolutely Rec. Just a matter of time before neophyte184 02/17/17 10:39:38 AM
#964   The business license filing with with SOS was recinvestor 02/17/17 10:16:46 AM
#963   The quiet here is in no way an neophyte184 02/17/17 08:28:38 AM
#962   More loading here today stealth style. :-) MLMN$$$$$ neophyte184 02/14/17 11:11:33 AM
#961   Someone having a little fun today with the neophyte184 02/14/17 10:46:42 AM
#960   Indeed Rec. I think it's just a matter neophyte184 02/13/17 10:45:27 AM
#959   Volume has been low, but I love the recinvestor 02/13/17 10:32:40 AM
#958   The bid has swelled and several are trying recinvestor 02/10/17 02:09:57 PM
#957   I agree Rec. Patience will be rewarded here. sootman 02/10/17 10:01:40 AM
#956   Great to see a little volume trickling in recinvestor 02/10/17 09:42:48 AM
#955   Someone got lucky today on their pick up recinvestor 02/07/17 08:05:15 PM
#954   Yes Rec. As long as the volume is neophyte184 01/31/17 12:06:53 PM
#953   Why would someone dump to the bid at recinvestor 01/31/17 11:42:33 AM