- Current report filing (8-K)
21 7월 2010 - 5:53AM
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):
July 16,
2010
MILLENNIUM PRIME,
INC.
(Exact
name of registrant as specified in its Charter)
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Delaware
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0-28459
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22-3360133
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
No.)
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Identification
No.)
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6538
Collins Avenue, Suite 262, Miami Beach, FL
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(Zip
Code)
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(Address
of principal executive offices)
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33141
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(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
Entry Into a Material
Definitive Agreement
On July 16, 2010, Millennium Prime,
Inc., a Delaware corporation (the “Company”) entered into an Amendment to the
Securities Exchange Agreement originally entered into on April 15, 2010 with the
principal shareholders/members of Bong Spirit Imports, LLC (“Bong”) a Florida
Limited Liability Corporation pursuant to which the Company agreed to increase
the number of shares of its common stock from 30,000,000 to 60,000,000 to
acquire 100% of the outstanding shares/membership interests Bong. 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 within
30 days. 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 alchohol products including Bong Vodka, Bong’s
offices are located in Orlando, Florida.
Item
9.01
Financial Statements and
Exhibits
c) Exhibits
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99.1
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Amendment
to Securities Exchange Agreement dated July 16,
2010.
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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.
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MILLENNIUM
PRIME, INC.
(Registrant)
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Dated: July
20, 2010
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By:
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/s/ John
F. Marchese
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John
F. Marchese
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Chief
Executive Officer
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Millennium Prime (PK) (USOTC:MLMN)
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Millennium Prime (PK) (USOTC:MLMN)
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