UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14F-1
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14F OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND RULE
14F-1 THEREUNDER
Millennium Prime,
Inc.
(Exact
name of registrant as specified in its corporate charter)
Delaware
|
0-28459
|
22-3360133
|
(State
or other jurisdiction of
|
Commission
|
(I.R.S.
Employer
|
incorporation
organization)
|
File
Number
|
or
Identification No.)
|
6538
Collins Avenue, Suite 262
Miami Beach, Florida
33141
(Address
of principal executive offices)
(786)
347-9309
(Issuer’s
Telephone Number)
Approximate Date of
Mailing: January 11, 2010
MILLENNIUM
PRIME, INC.
6538
Collins Avenue, Suite 262
Miami
Beach, Florida 33141
________
Information
Statement pursuant to
Rule
14f-1
________
NOTICE OF
CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
This
Information Statement is being furnished to all holders of record at the close
of business on January 8, 2009, of shares of $.0001 par common stock (“Common
Stock”) of Millennium Prime, Inc., a Delaware corporation, in accordance with
the requirements of Section 14(f) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Securities and Exchange Commission (the
“Commission”) Rule 14f-1. As of such date, we had 28,051,284 shares of Common
Stock issued and outstanding, all of which shares are entitled to one vote per
share on all matters for which stockholders are entitled
to vote and 1,000,000 shares of Series A Preferred Stock issued and outstanding,
all of which shares are entitled to 2.345 votes per share on all matters for
which stockholders are entitled to vote.
NO VOTE
OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED IN RESPONSE TO THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
INTRODUCTION
This
information statement pursuant to Section 14(f) of the Securities Exchange Act
of 1934, as amended is being circulated to the shareholders of Millennium Prime,
Inc., in connection with the change of control occurring on December 31, 2009
whereby Messrs. John F. Marchese and John Antonucci obtained voting control of
the Company. We are a reporting company pursuant to the Exchange Act
of 1934, as amended.
THE
TRANSACTION
On
December 31, 2009, the Company completed the acquisition of Millennium Prime,
Inc., a Nevada corporation (“Millennium – Nevada”). Pursuant to the
transaction the Company acquired all of the assets of Millennium – Nevada in
exchange for the issuance of aggregate of 27,000,000 shares of the
Company’s common stock and 1,000,000 shares of Series A Preferred Stock to the
shareholders of Millennium Prime. Each share of Series A
Preferred Stock entitles the holder to the equivalent of 2.345 voting shares of
the Company’s common stock. As a result of the foregoing the former shareholders
of Millennium – Nevada including its newly appointed President and Director John
F. Marchese have voting control of the Company. In connection with
the consummation of this transaction, Steven A. Horowitz resigned as an officer
and director of the Company. Mr. Marchese will lead the Company’s
efforts to seek out potential acquisition candidates and manage the negotiations
and acquisitions process necessary to complete acquisitions for the
Company.
CHANGES
IN MAJORITY OF DIRECTORS
As a
result of the Change of Control, Mr. Steven Horowitz resigned his positions with
the Company and Mr. John F. Marchese was appointed the Company’s sole
officer and elected its sole director.
INFORMATION
REGARDING THE COMPANY
Please
read this Information Statement carefully. It contains certain biographical and
other information concerning the new proposed executive officers and directors
of the Company. Our filings and exhibits may be inspected without
charge at the public reference section of the Commission at 100 F Street, N.E.,
Washington, D.C. 20549 or obtained on the Commission’s website at
www.sec.gov.
EXECUTIVE
COMPENSATION
Summary
of Cash and Certain Other Compensation
The
following sets forth the compensation of the Company’s executive officers for
the three fiscal years ended September 30, 2009.
Name
and
|
Fiscal
Year
|
|
|
|
|
Principal
|
Ended
|
|
|
|
All
Other
|
Position
|
September
30
|
Salary
|
Bonus
|
Options
|
Compensation
|
|
|
|
|
|
|
Steven
A. Horowitz
|
2009
|
$
0
|
$
0
|
$
0
|
$
--
|
President
and Chief
|
2008
|
$
0
|
$
0
|
$
0
|
$
--
|
Executive
Officer
|
2007
|
$
0
|
|
|
$
--
|
The
Company has no agreement or understanding, express or implied, with any
officer, director, or principal stockholder, or their affiliates or
associates, regarding employment with the Company or compensation for
services. The Company has no plan, agreement, or understanding,
express or implied, with any officer, director, or principal stockholder,
or their affiliates or associates, regarding the issuance to such persons
of any shares of the Company's authorized and unissued common stock. There
is no understanding between the Company and any of its present
stockholders regarding the sale of a portion or all of the Common Stock
currently held by them in connection with any future participation by the
Company in a business.
|
There are
no other plans, understandings, or arrangements whereby any of the Company's
officers, directors, or principal stockholders, or any of their affiliates or
associates, would receive funds, stock, or other assets in connection with the
Company's participation in a business. No advances have been made or
contemplated by the Company to any of its officers, directors, or principal
stockholders, or any of their affiliates or associates.
There is
no policy that prevents management from adopting a plan or agreement in the
future that would provide for cash or stock based compensation for services
rendered to the Company.
Compensation
of Directors
Our
Director’s are not paid any compensation.
PRINCIPAL
STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
The
following table sets forth as of January 8, 2010 the number and percentage of
the outstanding shares of Common Stock which, according to the information
supplied to the Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each executive officer, (iii) all
current directors and executive officers of the Company as a group and (iv) each
person who, to the knowledge of the Company, is the beneficial owner of more
than 5% of the outstanding common stock. Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power with respect
to all shares beneficially owned, subject to community property laws where
applicable.
Name
and Address
|
Common
Stock
|
Percent
of Class
|
|
|
|
John
F. Marchese
|
16,172,500
(1)
|
57.66%
|
6538
Collins Ave., Suite 262
|
|
|
Miami
Beach, Florida 33141
|
|
|
|
|
|
John
Antonucci
|
13,172,500
(2)
|
46.96%
|
40
Wall Street 28th Floor
|
|
|
New
York, NY 10005
|
|
|
|
|
|
Steven
A. Horowitz
|
|
|
400
Garden City Plaza
|
|
|
Garden
City, New York 11530
|
210,000
|
0.07%
|
|
|
|
All
Executive Officers and
|
|
|
Directors
as a group (1 persons)
|
16,172,500(1)
|
57.66%
|
|
|
|
(1)
|
Includes
the voting beneficial ownership of 2.345 shares of Common Stock of the
Company created by the voting power of his 500,000 shares of Series A
Preferred Stock of the Company. Each share of Series A Preferred Stock
entitles the holder to the equivalent of 2.345 voting shares of Common
Stock.
|
(2)
|
Includes
the voting beneficial ownership of 2.345 shares of Common Stock of the
Company created by the voting power of his 500,000 shares of Series A
Preferred Stock of the Company. Each share of Series A Preferred Stock
entitles the holder to the equivalent of 2.345 voting shares of Common
Stock.
|
The stock
transfer agent of the Company is Interwest Transfer Company, Inc., 1981 Murray
Holladay Road, Suite 100, Salt Lake City, Utah 84117. It’s telephone
number is (801) 272-9294 and it’s facsimile number is (801)
277-3147.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following will serve the Company in the positions indicated ten days after the
mailing of this Statement.
Name
|
Age
|
Position
|
John
F. Marchese
|
41
|
Chief
Executive Officer, President, Treasurer, Secretary and Chairman of the
Board
|
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).
We have
no committees of the board, however, we expect to constitute and audit and
compensation committee consisting solely of independent directors after the
Appointees assume their directorships.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Exchange Act requires our executive officers, directors, and persons
who beneficially own more than 10% of our Common Stock to file
reports of ownership and changes in ownership with the
Commission. These reporting persons also are required to
furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of these reports or
written representations from certain reporting persons, the Company
believes that during the fiscal year ended September 30, 2008, and
during the current fiscal year, all filing requirements applicable to
the Company’s officers, directors, greater-than-ten-percent beneficial owners
and other persons subject to Section 16(a) of the Exchange Act were
met.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
During
the last few years ending September 30, 2009, Steven A. Horowitz, the former
President, CEO and Chairman of the Companny along with his affiliates (the
"Horowitz Group") have made loans to the Company in the aggregate principal
amount of $641,434 for which the Company had issued to them convertible
debentures, due various dates and bearing interest at the rate of eight percent
(8%) per annum (the "Debentures"). As of September 30, 2009, the Company owed
the Horowitz Group an aggregate of $769,635.00 inclusive of interest accrued as
of that date. On December 31, 2009, Mr. Horowitz forgave the debt due
by the Company to the Horowitz Group. In exchange for this
forgiveness of debt the Company issued an aggregate of 500,000 shares of Common
Stock to Mr. Horowitz and his designees.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
|
|
John
F. Marchese, President
|
January
11, 2010
Miami
Beach, Florida
Millennium Prime (PK) (USOTC:MLMN)
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Millennium Prime (PK) (USOTC:MLMN)
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