UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
Millennium Prime,
Inc.
(Name
of Issuer)
Common Stock, $.0001 par
value per share
(Title of
Class of Securities)
60040U 10
9
(CUSIP
Number of Class of Securities)
JPA
Capital, LLC
John
Antonucci
40 Wall
Street 28
th
Floor
New York,
New York 10005
(800)
275-9257
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2009
(Date
of Event which Requires
Filing of
this Schedule)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box:
o
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
60040U 10 9
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Page
2 of 6
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SCHEDULE
13D
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1
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NAME OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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FEIN
26-2565004
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)
o
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(a)
o
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(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE OF
FUNDS*
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SC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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7
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SOLE
VOTING POWER
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*Includes
32,666,760 votes resulting from the Reporting Person’s
ownership
of 500,000 shares of the Issuer’s Series A Preferred
Stock
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NUMBER
OF
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8
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SHARED
VOTING POWER
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SHARES
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BENEFICIALLY
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-
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OWNED
BY
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9
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SOLE
DISPOSITIVE POWER
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EACH
REPORTING
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PERSON
WITH
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12,000,000
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10
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SHARED
DISPOSITIVE POWER
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-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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12,000,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.9%
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14
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TYPE
OF REPORTING PERSON*
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CO
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CUSIP
No.
60040U 10 9
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Page
3 of 6
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1
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NAME OF
REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
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|
John
Antonucci
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)
o
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(a)
o
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(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE OF
FUNDS*
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SC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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7
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SOLE
VOTING POWER
|
|
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44,666,760*
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*Includes
32,666,760 votes resulting from the Reporting Person’s
ownership
of 500,000 shares of the Issuer’s Series A Preferred
Stock
|
NUMBER
OF
|
8
|
SHARED
VOTING POWER
|
SHARES
|
|
|
BENEFICIALLY
|
|
-
|
OWNED
BY
|
9
|
SOLE
DISPOSITIVE POWER
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EACH
REPORTING
|
|
|
PERSON
WITH
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12,000,000
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10
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SHARED
DISPOSITIVE POWER
|
|
|
|
|
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-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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|
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12,000,000
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|
|
|
|
o
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.9%
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14
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TYPE
OF REPORTING PERSON*
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IN
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CUSIP
No.
60040U 10 9
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Page
4 of 6
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Item 1. Security and Issuer.
This
statement on Schedule 13D ("Schedule 13D") is being filed with respect to the
common stock, $.0001 par value (the "Common Stock"), of Millennium Prime, Inc.,
a Delaware corporation (the "Company"). The Company's principal executive office
is located at 6538 Collins Avenue # 262, Miami Beach, Florida
33141.
Item 2. Identity and Background.
(a) This
statement is filed by JPA Capital, LLC and John Antonucci ( collectively the
“Reporting Persons”) with respect to shares directly owned by JPA Capital, LLC,
Mr. Antonucci is the sole officer, director and shareholder of JPA Capital,
LLC.
Any disclosures herein with respect to
persons other than the Reporting Persons is made on information and belief after
making inquiry to the appropriate party.
(b) JPA
Capital, LLC, is a New York limited liability corporation. Its business address
is 40 Wall Street, 28
th
Floor,
New York, NY 10005. John Antonucci is the sole officer, director and
shareholder of JPA Capital and his business address is the same as JPA Capital,
LLC.
(c) The
Reporting Persons are shareholders of the Company
(d) None
of the Reporting Persons has, during the last five (5) years been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) JPA
Capital, LLC is a New York limited liability company. Mr. Antonucci is a citizen
of the United States of America.
Item 3. Source and Amount of Funds or Other
Consideration.
On December 31, 2009, Millennium Prime,
Inc. f/k/a Genio Group, Inc., a Delaware corporation (the “Company”) executed a
Restated and Amended Asset Purchase Agreement, that amended the original Asset
Purchase Agreement dated June 21, 2009 by and among the Company,
Millennium Prime, Inc., a Nevada corporation (“Millennium Prime”) and the
shareholders of Millennium Prime. The restated and amended Agreement provided
for an increase in the number of common shares issuable to Millennium Prime or
its designees from 9,000,000 to 27,000,000. As a result of the
Amendment the Company acquired certain assets from Millennium Prime in exchange
for: (i) an aggregate of One Million (1,000,000) restricted shares of the
Company’s Series A Preferred Stock, $1.00 par value per share (the “Series A
Preferred Stock”); and (ii) an aggregate of Twenty-Seven Million (27,000,000)
restricted shares of the Company’s common stock $0.0001 par value per share. As
a result of the foregoing JPA Capital, LLC acquired 15,000,000 shares of the
Company’s common stock and 500,000 shares of the Company’s Series A Preferred
Stock.
CUSIP
No.
60040U 10 9
|
Page
5 of 6
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Item 4. Purpose of Transaction.
The
shares of Common Stock deemed to be beneficially owned by the Reporting Persons
were acquired in connection with the acquisition of the assets of Millennium
Prime - Nevada, and are being held for, investment purposes. The shares of
Common Stock were acquired for the purpose of acquiring control of the
Company.
The
Reporting Persons may in the future directly acquire shares of Common Stock in
open market or private transactions, block purchases or otherwise. The Reporting
Persons may continue to hold or dispose of all or some of the securities
reported herein from time to time, in each case in open market or private
transactions, block sales or purchases or otherwise, subject to compliance with
applicable law. Other than as set forth herein, the Reporting Persons
has no plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the
Schedule 13D. The Reporting Persons may, at any time and from time to
time, review or reconsider his or its position and formulate plans or proposals
with respect thereto, but has no present intention of doing so.
Item 5. Interest in Securities of the
Issuer.
(a) As
of the close of business on January 20, 2010 the Reporting Persons was the
beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of
12,000,000 shares of Common Stock and 500,000 shares of the Company Series A
Preferred Stock. As of January 20, 2010 the shares of Common Stock owned by the
Reporting Persons represented 42.9% of the 28,051,284 total shares of Common
Stock outstanding as reported by the Company’s transfer agent.
(b) The
sole or shared power to vote or dispose of, or to direct the vote or disposition
of the Common Stock with respect to each Reporting Person noted in paragraph (a)
of this Item 5 is as set forth on the cover sheets of this Schedule 13D. The
Reporting Persons have total voting rights of 44,666,760 shares as a result of
his ownership of 500,000 shares Series A Preferred Stock which carry voting
rights of 65.34 votes per each share owned by the Reporting Person.
(c) There
have been no transactions involving the shares of Common Stock of the Company
engaged in by the Reporting Persons during the 60 day period prior to and
including November 1, 2009 up to the present.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect
to
Securities of the Issuer.
There
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons named in Item 2 of this statement and
between such Reporting Persons and any person with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None
CUSIP
No.
60040U 10 9
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Page
6 of 6
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
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JPA
Capital, LLC
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Dated: January
21, 2010
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/s/ John
Antonucci
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John
Antonucci, President
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/s/ John
Antonucci
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John
Antonucci
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Millennium Prime (PK) (USOTC:MLMN)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Millennium Prime (PK) (USOTC:MLMN)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024