- Current report filing (8-K)
17 April 2010 - 6:24AM
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):
April 15,
2010
MILLENNIUM PRIME,
INC.
(Exact
name of registrant as specified in its Charter)
Delaware
|
0-28459
|
22-3360133
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
No.)
|
Identification
No.)
|
6538
Collins Avenue, Suite 262, Miami Beach, FL
|
33141
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(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
|
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
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Entry Into a Material
Definitive Agreement
|
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.
Item
9.01
|
Financial Statements
and Exhibits
|
|
99.1
|
Securities
Exchange Agreement dated April 15,
2010.
|
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.
|
|
MILLENNIUM
PRIME, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
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Dated:
April 16, 2010
|
By:
|
/s/
John F. Marchese
|
|
|
|
John
F. Marchese
|
|
|
|
Chief
Executive and Financial Officer
|
|
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