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 | 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) | |
| | | | |
| | | | |
| Dated: April 16, 2010 | By: | /s/ John F. Marchese | |
| | | John F. Marchese | |
| | | Chief Executive and Financial Officer | |
