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)
| | 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 | | (Zip Code) | |
| | (Address of principal executive offices) | | 33141 | |
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))
oPre-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
| | 99.1 | Amendment to Securities Exchange Agreement dated July 16, 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: July 20, 2010 | By: | /s/ John F. Marchese | |
| | | John F. Marchese | |
| | | Chief Executive Officer | |
