UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K




(Mark
One)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934




For
      the fiscal year ended September 30,
2009




 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from _____ to _____





Commission
file number 0-02768




Millennium Prime, Inc.(Name
      of small business issuer in its
charter)


Delaware
                  
                  22-3360133(State
      or other jurisdiction of
                  
                  (I.R.S.
      Employerincorporation
      or organization)
                  
                  Identification
      No.)





6538
      Collins Ave, Suite 262Miami
      Beach, FL
                
                33141(Address
      of principal executive offices)
                
                (Zip
      Code)





Issuer's
telephone number: 786-347-9309





Securities
registered under Section 12(b) of the Exchange Act:





Title
      of each class
                
                Name
      of each exchange on which registeredNone
                
                not
      applicable(Title
      of each class)





Securities
registered under Section 12(g) of the Exchange Act:




Common Stock, par value $0.0001 per
      share(Title
      of class)




Check
whether the issuer is not required to file reports pursuant to Section 13 or
(15(d) of the Exchange Act  ̈





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No  ̈


Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes x No  ̈





State
issuer's revenues for its most recent fiscal year. $ 0 for the fiscal year ended
September 30, 2009.





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. The aggregate market value of the common
equity held by non-affiliates computed at the closing price of the registrant's
common stock on February 8, 2010 is approximately $ 1,061,796.





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date.   28,051,284  shares
of common stock are issued and outstanding at  February 8,
2010.





DOCUMENTS
INCORPORATED BY REFERENCE





None.





Transitional
Small Business Disclosure Form (check one):  Yes  ̈   No
x










MILLENNIUM PRIME, INC.


FORM
10-K




PART
      IItem
      1.
              Business
              
              2Item
      2.
              Properties
              
              8Item
      3.
              Legal
      Proeedings
              
              8Item
      4.
              Submission
      of Matters to a Vote of Security
              
              8PART
      IIItem
      5.
              Market
      for Common Equity and Related Stockholder Matters
              
              8Item
      6.
              Management's
      Discussion and Analysis or Plan of Operation
              
              9Item
      7.
              Financial
      Statements
              
              13Item
      8.
              Change
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              
              14Item
      8AT.
              Controls
      And Procedures
              
              14Item
      8B.
              Other
      Information
              
              15PART
      IIIItem
      9.
              Directors,
      Executive Officers, Promoters and Control Persons;Compliance
      With Section 16(a) of the Exchange Act
              
              15Item
      10.
              Executive
      Compensation
              
              17Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              
              17Item
      12.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              
              18Item
      13.
              Exhibits
              
              18Item
      14.
              Principal
      Accountant Fees and Services
              
              19









When used
in this annual report, the terms the "Company," "Millennium" " we," "our," and
"us" refers to Millennium Prime, Inc., a Delaware corporation, and our
subsidiaries.





CERTAIN
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION





Certain
statements in this annual report contain or may contain forward-looking
statements that are subject to known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These forward-looking
statements were based on various factors and were derived utilizing numerous
assumptions and other factors that could cause our actual results to differ
materially from those in the forward-looking statements. These factors include,
but are not limited to, our ability to identify and consummate a business
combination with an operating entity, economic, political and market conditions
and fluctuations, government and industry regulation, U.S. and global
competition, and other factors. Most of these factors are difficult to predict
accurately and are generally beyond our control.





You
should consider the areas of risk described in connection with any
forward-looking statements that may be made in this annual report. Readers are
cautioned not to place undue reliance on these forward-looking statements and
readers should carefully review this annual report in its entirety, including
the risks described in "Risk Factors." Except for our ongoing obligations to
disclose material information under the Federal securities laws, we undertake no
obligation to release publicly any revisions to any forward-looking statements,
to report events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this annual report, and
you should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.




1




PART
I





ITEM
1.  DESCRIPTION OF BUSINESS





OUR
HISTORY




Millennium
Prime, Inc. is a corporation that is developing innovative lifestyle brands for
the Generation-Y demographic. Our focus is on marketing products for the
beverage, apparel, merchandise and entertainment categories where we can achieve
a clear and authentic market position. We target consumers who live a lifestyle
filled with high style, artistic edge and a demand for the best products. These
consumers participate in current trends via premium lifestyle products that
embody the values and aspirations of the Millennial generation. In addition to
organic growth, we will grow via acquisition of new brands, as well as strategic
partnership with existing brands, to bolster our lifestyle business lines
serving our Millennial trendsetter focused strategies.





One of
our product companies, EntMark Partners, assists the entertainment industry in
marketing specific projects and events. EntMark Partners mission is to empower
small and large artists and companies with the ability to optimize the revenue
they make from individual events through interaction via cellphone messaging. By
utilizing their Cell Phone Text Based Contest Program, we can enable artists and
event organizers to reach their fan base daily on a broader and yet more focused
basis.




We were
originally organized under Delaware law in December 1969 as Tyconda Minerals
Corp. In 1983 we changed our name to Hy-Poll Technology, Inc., in 1995 we
changed our name to Universal Turf, Inc., in 1999 we changed our name to
Universal Media Holdings,Inc., in 2002 we changed our name to National
Management Consulting, Inc. and in 2003, following the acquisition of Genio Inc.
and its subsidiaries (as described below), we changed our name to Genio Group,
Inc.




On July
21, 2003, we acquired Genio Inc. (formerly Tele-V, Inc.) and its subsidiaries
through the issuance of an aggregate of 15,484,448 shares of common stock,
reflecting 65% of the 23,822,228 shares of our common stock of outstanding after
the closing. This transaction was accounted for as a reverse acquisition.
Subsequent to the acquisition, we adopted the capital structure of Genio Inc.
(our subsidiary).




Prior to
September 30, 2006, primarily due to the lack of financing, Genio Group, Inc.
(formerly National Management Consulting, Inc. and referred to herein as "Genio"
or the “Company”) has closed all operations and terminated all of its employees.
One of the directors was appointed as the acting CEO and CFO of Genio in order
to orchestrate an orderly liquidation of Genio’s assets and seek settlement
agreements with the creditors.





On
June 21, 2009, Genio Group, Inc. entered into an agreement and plan of
reorganization with Millennium Prime, Inc., a Nevada corporation (“Millennium
Prime Nevada”) and the shareholders of Millennium Prime Nevada. Pursuant to the
Agreement, the Company acquired certain assets of Millennium Prime Nevada, in
exchange for the issuance of 9,000,000 shares of the Company’s Common and
1,000,000 shares of the Company’s Series A Preferred Stock. Further our Board of
Directors unanimously adopted a resolution approving an amendment to Certificate
of Incorporation to change our name from “Genio Group, Inc.” to “Millennium
Prime, Inc.” (which subsequently caused a change of our symbol and CUSIP), also
to approve an increase our of authorized common stock from Two Hundred Million
(200,000,000) par value $0.0001, to Two Hundred Fifty Million (250,000,000), par
value $0.0001 per share, also to approve a 2000 for 1 reverse stock split, and
also to authorize Ten Million (10,000,000) shares of blank check preferred
stock.





On
October 29, 2009, the Company filed an amendment to its Certificate of
Incorporation to (i) change its name to Millennium Prime, Inc.; (ii) effect a
reverse split of all of the outstanding shares of its Common Stock at a ratio
of  one-for-two thousand (1 for 2000); increase our authorized Common
Stock from Two Hundred Million (200,000,000) shares, par value $.0001 to Two
Hundred Fifty Million (250,000,000) shares, par value $.0001; and (iv) authorize
Ten Million (10,000,000) shares of Preferred Stock, par value $1.00 per share,
with such designation rights and preferences as may be determined from time to
time by our Board of Directors.  Concurrently, with the foregoing, the
Board of Directors approved the creation of One Million (1,000,000) shares of
Series A Preferred Stock with the rights and preferences defined in the
amendment to our Certificate of Incorporation including the right of each issued
and outstanding share of Series A Preferred Stock to have the number of votes
equal to the result of: (a) the number of shares of our Common Stock issued and
outstanding at the time of such vote multiplied by 2.33334; and divided by (b)
the total number of Series A Preferred shares issued and outstanding at the time
of the vote.





As
a result of the 1 for 2000 reverse stock split the number of issued and
outstanding shares of our Common Stock was decreased from 99,981,787 to 51,284,
after issuing one (1) share of our Common Stock to stockholders who would be
entitled to a fractional share as a result of the reverse stock
split.





On
December 31, 2009, the Company executed a Restated and Amended Asset Purchase
Agreement (“Amended Agreement”), that amended the original Asset Purchase
Agreement dated June 21, 2009 by and among the Company, Millennium Prime Nevada
and the shareholders of Millennium Prime Nevada. The Amended Agreement provided
for an increase in the number of common shares issuable to the Millennium Prime
shareholders.  As a result of the Amended Agreement the Company
acquires 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.





The
Company completed the acquisition on December 31, 2009, at which time each of
the current officers and directors of the Company resigned and John F. Marchese
the President of Millennium Prime Nevada was elected to the Company’s board of
directors and was appointed the Company’s President and Chief Executive
Officer.





On
December 31, 2009, the Company and an investor holding  $1,760,000
principal amount of the Company’s issued and outstanding convertible debentures
agreed to convert their entire indebtedness into an aggregate of 500,000 shares
of our Common Stock.





On
December 31, 2009, the Company issued an aggregate of 500,000 shares of its
Common Stock to Steven A. Horowitz, the Company’s former sole officer and
director, and his designees and assigns.  The shares were issued in
consideration of Mr. Horowitz’ efforts in settling some of the Company’s
indebtedness and for his General Release, releasing the Company from any and all
past, present and future obligations.





Accordingly,
as of the date hereof, the Company has 28,051,284 shares of Common Stock issued
and outstanding and 1,000,000 shares of its Series A Preferred Stock issued and
outstanding.





Historically,
the Company had been a developer and marketer of entertainment and leisure
products. Currently, our purpose is to execute the business plan of Millennium
Prime to  develop innovative lifestyle brands for the Generation-Y
demographic in the beverage, apparel, merchandise and entertainment categories.
In addition to organic growth, we will seek the acquisition of new brands, as
well as strategic partnership with existing brands, to bolster our lifestyle
business lines serving our Millennial trendsetter focused
strategies.





This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of our virtually unlimited discretion to search for and enter
into potential business opportunities. We anticipate that we may be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our stockholders because it will not permit us
to offset potential losses from one venture against gains from
another.




2




We may
seek a business opportunity with entities which have recently commenced
operations, or which wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries. We anticipate that the selection of a
business opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, management believes
that there are numerous firms seeking the perceived benefits of a publicly
registered corporation. These perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statutes),
for all stockholders and other factors. Potentially, available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business  opportunities extremely difficult and
complex.


The
analysis of new business opportunities will be undertaken by, or under the
supervision of, Mr. John F. Marchese, our chief executive officer and sole
director, and our Board of Directors, and corporate advisors, all of whom may
not be considered  professional business analysts. Mr. Marchese will
be the key person in the search, review and negotiation with potential
acquisition or merger candidates. We intend to concentrate on identifying
preliminary prospective business opportunities which may be brought to our
attention through present associations of our officers and directors, or by our
stockholders. In analyzing prospective business opportunities, we will consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact our proposed activities; the potential for growth or
expansion; the potential for profit; the perceived public recognition of
acceptance of products, services, or trades; name identification; and other
relevant factors. We will not acquire or merge with any company for which
audited financial statements cannot be obtained within the time period
prescribed by applicable rules of the Securities and Exchange Commission which
is presently four business days from the closing date of the transaction. This
requirement for readily available audited financial statement may require us to
preclude a transaction with a potential candidate which might otherwise be
beneficial to our stockholders.




3




We will
not restrict our search for any specific kind of company, but may acquire a
venture which is in its preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate life. It is impossible
to predict at this time the status of any business in which we may become
engaged, in that such business may need to seek additional capital, may desire
to have its shares publicly traded, or may seek other perceived advantages which
we may offer. However, we do not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity until
such time as we have successfully consummated such a merger or
acquisition.





We
anticipate that we will incur nominal expenses in the implementation of our
business plan described herein. Because we have no capital with which to pay
these anticipated expenses, these expenses will be paid by certain shareholders
as interest-free loans. However, the only opportunity to have these loans repaid
will be from a prospective merger or acquisition candidate. Repayment of any
loans made on our behalf will not impede, or be made conditional in any manner,
to consummation of a proposed transaction.




In
implementing a structure for a particular business acquisition, we may become a
party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business. On the consummation of a transaction, it is
probable that our present management and stockholders will no longer be in
control of our company. In addition, our directors may, as part of the terms of
the acquisition transaction, resign and be replaced by new directors without a
vote of our stockholders or may sell their stock. Any terms of sale of the
shares presently held by officers and/or directors will be also afforded to all
other stockholders on similar terms and conditions. Any and all such sales will
only be made in compliance with federal and applicable state securities
laws.





We
anticipate that any securities issued in any such reorganization would be issued
in reliance upon exemption from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of a
transaction, we may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, of which there can be no assurance, it
will be undertaken by the surviving entity after we have successfully
consummated a merger or acquisition. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of our securities in
the future, if such a market develops, of which there is no
assurance.




EMPLOYEES





We
currently have no employees, aside from our sole director, CEO and
CFO.




RISK
FACTORS





Before
you invest in our securities, you should be aware that there are various risks.
Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also adversely affect our business. You
should consider carefully these risk factors, together with all of the other
information included in this annual report before you decide to purchase our
securities. If any of the following risks and uncertainties develop into actual
events, our business, financial condition or results of operations could be
materially adversely affected and you could lose your entire investment in our
company.




4




WE ARE
CURRENTLY A DEVELOPMENTAL BUSINESS, AND INTEND TO PURSUE A COURSE OF
ACQUISITION, MERGER AND ORGANIC GROWTH, WHICH ACCORDINGLY MAY RESULT IN THE
VALUE OF YOUR SHARES TO DECREASE





We are
now a development business. We continue to incur operating expenses while we
consider growth opportunities through merger & acquisition, and operating
plans to execute our business plan. These plans may include business
combinations with or investments in other operating companies, or entering into
a completely new lines of business. We have not yet identified all such
opportunities, and thus, you will not be able to evaluate the impact of such a
business strategy on the value of your stock. In addition, we cannot assure you
that we will be able to identify any appropriate business opportunities. Even if
we are able to identify business opportunities that our Board deems appropriate,
we cannot assure you that such a strategy will provide you with a positive
return on your investment, and it may in fact result in a substantial decrease
in the value of your stock. These factors will substantially increase the
uncertainty, and thus the risk, of investing in our shares.





WE HAVE
LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED ADDITIONAL
FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN; OUR AUDITORS HAVE EXPRESSED
DOUBT AS TO OUR ABILITY TO CONTINUE BUSINESS AS A GOING CONCERN.





We have
limited resources, no revenues from operations since January 2005 and our cash
on hand may not be sufficient to satisfy our cash requirements during the next
twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of a
merger and we cannot ascertain our capital requirements until such time. There
can be no assurance that determinations ultimately made by us will permit us to
achieve our business objectives. Our auditors have included an explanatory
paragraph in their report for the year ended September 30, 2009, indicating that
certain conditions raise substantial doubt regarding our ability to continue as
a going concern. The financial statements included in this annual report do not
include any adjustment to asset values or recorded amounts of liability that
might be necessary in the event we are unable to continue as a going concern. If
we are in fact unable to continue as a going concern, shareholders may lose
their entire investment in our common stock.





WE DEPEND
SUBSTANTIALLY UPON A SINGLE EXECUTIVE OFFICER AND DIRECTOR, WHOSE EXPERIENCE IS
LIMITED, TO MAKES ALL MANAGEMENT DECISIONS.





Our
ability to effect a merger will be dependent upon the efforts of our chief
executive officer and sole director, John F. Marchese. Notwithstanding the
importance of Mr. Marchese, as of this time, we have not entered into any
employment agreement or other understanding with Mr. Marchese concerning
compensation or obtained any "key man" life insurance on his life. The loss of
the services of Mr. Marchese will have a material adverse effect on our business
objectives. We will rely upon the expertise of Mr. Marchese and we cannot
anticipate that we will have the financial means to hire additional
personnel.





THERE IS
COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE
TYPE CONTEMPLATED BY MANAGEMENT.





We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.




5




Even if
we are able to identify business opportunities that our Board deems appropriate,
we cannot assure you that such a strategy will provide you with a positive
return on your investment, and may in fact result in a substantial decrease in
the value of your stock. In addition, if we enter into a combination with a
business that has operating income, we cannot assure you that we will be able to
utilize all or even a portion of our existing net operating loss carryover for
federal or state tax purposes following such a business combination. If we are
unable to make use of our existing net operating loss carryover, the tax
advantages of such a combination may be limited, which could negatively impact
the price of our stock and the value of your investment. These factors will
substantially increase the uncertainty, and thus the risk, of investing in our
shares.





FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.





The
nature of our operations is highly speculative. The success of our plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.




WE HAVE
NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.





We have
no agreement with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. No assurances can be given that we
will successfully identify and evaluate suitable business opportunities or that
we will conclude a business combination. Management has not identified any
particular industry or specific business within an industry for evaluation. We
cannot guarantee that we will be able to negotiate a business combination on
favorable terms, and there is consequently a risk that funds allocated to the
purchase of our shares will not be invested in a company with active business
operations.





MANAGEMENT
MAY CHANGE UPON THE CONSUMMATION OF A MERGER.





We do not
anticipate any change of control as we pursue acquisitions for our lifestyle
growth strategies, but should we close a merger or business combination, it is
possible our current management will not retain any control or managerial
responsibilities.




6




CURRENT
SHAREHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR
BUSINESS COMBINATION.





To the
extent that additional shares of common stock are issued in connection with a
merger or business combination, our shareholders could experience significant
dilution of their respective ownership interests. Furthermore, the issuance of a
substantial number of shares of common stock may adversely affect prevailing
market prices, if any, for the common stock and could impair our ability to
raise additional capital through the sale of equity securities.





OUR
COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF SHAREHOLDERS
TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.





The SEC
has adopted regulations which generally define "penny stock" to be an equity
security that has a market price, as defined, of less than $5.00 per share, or
an exercise price of less than $5.00 per share, subject to certain exceptions,
including an exception of an equity security that is quoted on a national
securities exchange. Our common stock is not quoted on a national exchange but
is traded on OTC. Thus they are subject to rules that impose additional sales
practice requirements on broker-dealers who sell these securities. For example,
the broker-dealer must make a special suitability determination for the
purchaser of such securities and have received the purchaser's written consent
to the transactions prior to the purchase. Additionally, the rules require the
delivery, prior to the transaction, of a disclosure schedule prepared by the SEC
relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered underwriter,
and current quotations for the securities, and, if the broker-dealer is the sole
market maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Finally, among other requirements, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks. The
"penny stock" rules, may restrict the ability of our shareholders to sell our
common stock in the secondary market.




OUR
COMMON STOCK HAS BEEN THINLY TRADED, LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE
TO OBTAIN LISTING OF OUR COMMON STOCK ON A MORE LIQUID MARKET.





Our
common stock is quoted on the OTC which provides significantly less liquidity
than a securities exchange (such as the American or New York Stock Exchange) or
an automated quotation system (such as the Nasdaq National Market or SmallCap
Market). There is uncertainty that we will ever be accepted for a listing on an
automated quotation system or a securities exchange.





Often
there is currently a limited volume of trading in our common stock, and on many
days there has been no trading activity at all. The purchasers of shares of our
common stock may find it difficult to resell their shares at prices quoted in
the market or at all.





Certain
stockholders control a large percentage of our common stock and Series A
Preferred Shares and therefore the current stockholders will continue to control
the Company, and their interests may be different from yours, as a result, you
may have no effective voice in our management.





The Company’s President and CEO and
certain other shareholders of the Company will retain control of all the
outstanding Common Stock as a result of their ownership of the Series A
Preferred Stock, which has super voting rights..  Accordingly,
management will have control of the Company for the foreseeable future and their
interests may be different from yours, as a result, the shareholders may have no
effective voice in our managing the affairs of the Company..





THE COMPANY HAS NOT PAID DIVIDENDS, NOR
DOES IT INTEND TO.




The Company has paid no dividends on
its Common Stock to date, and there are no plans to pay any in the foreseeable
future. Initial earnings which the Company may realize, if any, will be retained
to finance growth of the Company.  Any future dividends, of which
there can be no assurance, will be directly dependent upon the earnings of the
Company, its financial requirements and other factors.





7




ITEM
      2.
            DESCRIPTION
      OF PROPERTY





Our
principal mail is received at 6538 Collins Ave, Suite 262, Miami Beach, FL
33141. We are currently seeking consolidated office space for our executive
& business operations at this time.





ITEM
      3.
            LEGAL
      PROCEEDINGS





We are
not a party to any pending or threatened legal proceedings.





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





On July
26, 2009, a definitive proxy was filed with the SEC, disclosing stockholders
holding a majority of the Company’s outstanding Common Stock executed written
consents in lieu of a meeting to approve the following amendments to our
Certificate of Incorporation:





(i)
Change the corporate name from Genio Group, Inc. to Millennium Prime,
Inc.;





(ii)
Increase our authorized Common Stock from Two Hundred Million (200,000,000)
shares to Two Hundred and Fifty Million (250,000,000) shares;





(iii)
Authorize Ten Million (10,000,000) shares of  blank check preferred
stock, par value $1.00 per share and to provide for the creation of One Million
(1,000,000) shares of Series A Preferred Stock with the rights and preferences
more fully described in the Amendment to our Certificate of Incorporation,
including the right of each issued and outstanding share of Series A Preferred
Stock to have the number of votes equal to the result of: (i) the number of our
issued and outstanding shares of Common Stock at the time of such vote
multiplied by 2.33334 and (ii) divided by the number of issued and outstanding
shares of Series A Preferred Stock at the time of such vote; and





(iv)
Effect a 2000 to 1 reverse split of our Common Stock.




PART
II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS





Our
common stock is quoted on the OTC under the symbol "MLMN.PK" The reported high
and low bid prices for the common stock as reported on OTC are shown below for
the periods indicated. The quotations reflect inter-dealer prices, without
retail mark-up, markdown or commission, and may not represent actual
transactions.





High
                  
                  
                  LowFiscal
      2008First
      quarter ended December 31, 2007
                  
                  $
                  0.0016
                  
                  
                  $
                  0.001Second
      quarter ended March 31, 2008
                  
                  $
                  0.003
                  
                  
                  $
                  0.0006Third
      quarter ended June 30, 2008
                  
                  $
                  0.009
                  
                  
                  $
                  0.0005Fourth
      quarter ended September 30, 2008
                  
                  $
                  0.002
                  
                  
                  $
                  0.0005Fiscal
      2009First
      quarter ended December 31, 2008
                  
                  $
                  .0003
                  
                  
                  $
                  .0003Second
      quarter ended March 31, 2009
                  
                  $
                  .0006
                  
                  
                  $
                  .0006Third
      quarter ended June 30, 2009
                  
                  $
                  .0045
                  
                  
                  $
                  .0088Fourth
      quarter ended September 30, 2009
                  
                  $
                  .0021
                  
                  
                  $
                  .0021




On
October 29, 2009, the Company filed an amendment to its Certificate of
Incorporation to (i) change its name to Millennium Prime, Inc.; (ii) effect a
reverse split of all of the outstanding shares of its Common Stock at a ratio
of  one-for-two thousand (1 for 2000); increase our authorized Common
Stock from Two Hundred Million (200,000,000) shares, par value $.0001 to Two
Hundred Fifty Million (250,000,000) shares, par value $.0001; and (iv) authorize
Ten Million (10,000,000) shares of Preferred Stock, par value $1.00 per share,
with such designation rights and preferences as may be determined from time to
time by our Board of Directors.  Concurrently, with the foregoing, the
Board of Directors approved the creation of One Million (1,000,000) shares of
Series A Preferred Stock with the rights and preferences defined in the
amendment to our Certificate of Incorporation including the right of each issued
and outstanding share of Series A Preferred Stock to have the number of votes
equal to the result of: (a) the number of shares of our Common Stock issued and
outstanding at the time of such vote multiplied by 2.33334; and divided by (b)
the total number of Series A Preferred shares issued and outstanding at the time
of the vote.





As
a result of the 1 for 2000 reverse stock split the number of issued and
outstanding shares of our Common Stock was decreased from 99,981,787 to 51,284,
after issuing one (1) share of our Common Stock to stockholders who would be
entitled to a fractional share as a result of the reverse stock
split.





On
December 31, 2009, the last sale price of our common stock as reported on the
OTC was $1.01


As
of December 31, 2009, there were approximately 890  record owners of
our common stock.





On
May 18, 2009, the Company issued 32,000,000 (16,000 post 2000-1 reverse split)
shares of its Common Stock to Crestview Capital Master, LLC upon the conversion
of $240,000 principal amount of Crestview’s convertible debenture.





On
May 18, 2009, the Company issued 12,500,000 (6250 post 2000 – 1 reverse split)
shares of its Common Stock to Steven A. Horowitz, our former sole officer and
director, in consideration of Mr. Horowitz’ negotiations with Crestview to
convert the portion of the convertible debenture discussed above and for other
services performed on behalf of the Company.





On
December 31, 2009, the Company executed a Restated and Amended Asset Purchase
Agreement (“Amended Agreement”), that amended the original Asset Purchase
Agreement dated June 21, 2009 by and among the Company, Millennium Prime Nevada
and the shareholders of Millennium Prime Nevada. The Amended Agreement provided
for an increase in the number of common shares issuable to the Millennium Prime
shareholders.  As a result of the Amended Agreement the Company
acquires 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.





On
December 31, 2009, the Company and an investor holding  $1,760,000
principal amount of the Company’s issued and outstanding convertible debentures
agreed to convert their entire indebtedness into an aggregate of 500,000 shares
of our Common Stock.  These shares are the subject of a lockup leak
out agreement which restricts Crestview’s ability to sell these
shares.





On
December 31, 2009, the Company issued an aggregate of 500,000 shares of its
Common Stock to Steven A. Horowitz, the Company’s former sole officer and
director, and his designees and assigns.  The shares were issued in
consideration of Mr. Horowitz’ efforts in settling some of the Company’s
indebtedness and for his General Release, releasing the Company from any and all
past, present and future obligations.




Accordingly,
as of the date hereof, the Company has 28,051,284 shares of Common Stock issued
and outstanding and 1,000,000 shares of its Series A Preferred Stock issued and
outstanding.





DIVIDEND
POLICY





We have
never paid cash dividends on our common stock. Under Delaware law, we may
declare and pay dividends on our capital stock either out of our surplus, as
defined in the relevant Delaware statutes, or if there is no such surplus, out
of our net profits for the fiscal year in which the dividend is declared and/or
the preceding fiscal year. If, however, the capital of our company, computed in
accordance with the relevant Delaware statutes, has been diminished by
depreciation in the value of our property, or by losses, or otherwise, to an
amount less than the aggregate amount of the capital represented by the issued
and outstanding stock of all classes having a preference upon the distribution
of assets, we are prohibited from declaring and paying out of such net profits
any dividends upon any shares of our capital stock until the deficiency in the
amount of capital represented by the issued and outstanding stock of all classes
having a preference upon the distribution of assets shall have been
repaired.




8




SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





We do not
have any equity compensation plan in effect at this time, but may offer one in
the future.





The were
no securities authorized for issuance under our stock option and equity
compensation plans as of September 30, 2009.





ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION




OVERVIEW




Millennium
Prime, Inc. is a developmental stage corporation that is developing innovative
lifestyle brands for the Generation-Y demographic, to market products for the
beverage, apparel, merchandise and entertainment segments. In addition to
organic growth, we intend to grow via acquisition of new brands, as well as
strategic partnership with existing brands, to bolster our lifestyle business
lines serving our Millennial trendsetter focused strategies. We continue to
incur operating expenses, and will require future financing,  while we
consider these M&A growth opportunities and operating plans to execute our
business plan These plans may include business combinations with or investments
in other operating companies, or entering into a completely new lines of
business. The Company's auditors as part of their review continue to raise
substantial doubt about the Company's ability to continue as a going
concern.




RESULTS
OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2009 AND THE YEAR ENDED SEPTEMBER
30, 2008.




We did
not have any net sales, cost of sales, gross profit or selling expenses for the
fiscal years ended September 30, 2009 and September 30, 2008.





General
and administrative increased to $ 299,655  for the year ended
September 30, 2009 compared to $25,000 for the year ended September 30, 2008.
General and administrative expenses primarily consist of professional fees and
consulting for the years ended September 30, 2009 and 2008.





The
Company reported a net loss of $846,638, or $(0.012) per share for the year
ended September 30, 2009 and a net loss $306,604, or ($0.006) per share for the
year ended September 30, 2008.




9




LIQUIDITY
AND CAPITAL RESOURCES





All of
the Company's convertible debt issued prior to September 30, 2008 is in default
as of September 30, 2009 . Such debt in default aggregates to approximately
$2,066,250.





As of
September 30, 2009, we had $416,622 in cash and cash equivalents. Net cash used
in operations for the fiscal year ended September 30, 2009 was $466,139
consisting of a net loss of $846,638 offset by an increase in accounts payable
and accrued expenses of $380,499. Total cash provided by financing activities of
$882,761 was the result of shareholder advances and an offering of new 8%
convertible debentures of $775,000.




At
September 30, 2009 we had an accumulated deficit of $20,663,071 and the report
from our independent registered public accounting firm on our audited financial
statements at September 30, 2009 contains an explanatory paragraph regarding
doubt as to our ability to continue as a going concern as a result of our
significant recurring losses from operations since inception. We do not have
sufficient working capital to pay our operating costs for the next 12 months. We
will require additional funds to pay our legal, accounting and other fees
associated with our company and its filing obligations under federal securities
laws, as well as to pay our other accounts payable generated in the ordinary
course of our business. We will also need funds to satisfy the approximate $5.5
million of obligations on our balance sheet at September 30, 2009. On December
31, 2009, the holder of  a convertible debenture in the principal
amount of $1,760,000 elected to convert such debenture into 500,000 shares of
the Company’s common stock thereby reducing  the amount of obligations
on our balance sheet to approximately $3,750,000. We have no commitments from
any party to provide such funds to us. If are unable to obtain additional
capital as necessary until such time as we are able to conclude a business
combination, we will be unable to satisfy our obligations and otherwise continue
to meet our reporting  obligations under federal securities laws and
our ability to consummate a business combination with upon terms and conditions
which would be beneficial to our existing stockholders would be adversely
affected.




IIG
LOAN





On May 4,
2004 the Company entered into a Loan and Security Agreement with IIG Capital,
LLC, as agent for IIG Trade Opportunities Fund N.V., as lender. Pursuant to the
loan agreement, IIG granted the Company a credit line of up to $3,000,000 based
on a percentage of certain receivables. This agreement provides for interest,
collateral management and account management fees. In the event that such fees
were less than $20,000 for the month, then the minimum monthly fee of $20,000
was due. The Company defaulted on the terms of this credit line. The interest
rate on such line of credit is the greater of prime rate plus 4.25 per annum or
8.75%. The default in interest rate shall be prime rate plus 10% per annum. The
Company is in dispute with the lender as to the terms of the loan agreement and
amounts due. The Company has settled the debt with the lender for approximately
$200,000, which $50,000 has been paid to date.




10




CRESTVIEW,
OCEAN DRIVE CAPITAL AND TURQUOISE PARTNERS





On
November 1, 2004, we entered into an agreement with one of our existing
investors, Crestview Master, LLC, pursuant to which Crestview invested in us an
additional amount of $300,000 in the form of a convertible
debenture.





The
debenture bears interest at 8% per annum with a maturity date of December 31,
2005. The debenture is convertible into shares of our common stock at a
conversion price of $0.20 per share, subject to certain adjustments and
anti-dilution provisions. In addition, we issued to Crestview a warrant to
purchase up to 750,000 shares of our common stock at an exercise price of $0.40
per share. Contemporaneously with such investment, we amended the convertible
debentures and warrants previously issued to Crestview, Ocean Drive Equities and
Turquoise Partners. The maturity of the convertible debentures in the aggregate
mount of $1,500,000, previously issued to Crestview, Ocean Drive Equities and
Turquoise Partners, was extended until December 31, 2005 and their conversion
price has been reduced to $0.25 per share. The exercise price of the warrants
previously issued to Crestview, Ocean Drive Equities and Turquoise Partners has
been reduced to $0.60 per share.





On
February 15, 2005, the securities purchase agreements with Crestview were
amended again, pursuant to the Second Amendment, Extension and Addition to
Securities Purchase Agreement dated July 15, 2004 (the "Second Amendment").
Crestview has agreed to purchase a $200,000 Prime Plus 2% Convertible Debenture
due April 30, 2005. The material terms of the Second Amendment are as
follows:





o
contemporaneous with such investment, the Company reduced the conversion price
of the Restated 8% Convertible Debenture in the principal amount of $1,500,000
from $.25 to $.0075,





o the
exercise prices of the restated series A-1 warrants and A-2 warrants, each to
purchase 900,000 shares of common stock were reduced from $.60 to $.05 per
share,





o the
conversion price of the 8% convertible debenture due December 31, 2005 in the
principal amount of $300,000 was reduced from $.20 to $.0075,





o the
exercise price of the 750,000 warrants related the $300,000 8% convertible
debenture was reduced from $.40 to $.05 per share,





o
Crestview has the right, but not the obligation, to appoint such number of
directors of the Company as shall constitute a majority of the Board of
Directors, until such time as the Crestview outstanding debentures have been
fully converted or paid in full,





11




o upon
execution of the amendment Crestview shall execute and deliver a release to each
of the three former independent directors.





This
financing was also conditioned upon a certain other shareholder arranging for
another $150,000 investment of principal in a debenture and Shai Bar-Lavi, our
former CEO, rendering for cancellation, without consideration, all shares owned
by him or members of his immediate family. During the quarter ended March 31,
2005, proceeds of $50,000 were received from the aforementioned


shareholder.





On May
11, 2005, the securities purchase agreements with Turquoise Partners, LLC,
("TP") were amended, pursuant to the First Amendment, Extension and Addition to
Securities Purchase Agreement dated July 15, 2004 (the "First Amendment").
Therein TP agreed to purchase a $100,000 Prime plus 2% convertible debenture due
December 31, 2006. Highlights of this First Amendment were as
follows:




o
contemporaneous with such investment, the Company reduced the conversion price
of the restated 8% convertible debenture in the principal amount of $150,000
from $.25 to $.0075,





o the
exercise prices of the restated series A-1 warrants and A-2 warrants, each to
purchase 90,000 shares of common stock, were reduced from $.80 to $.05 per
share,





o the
maturity date of the $150,000 8% convertible debenture was extended to be due
December 31, 2006, and





o upon
execution of the amendment TP shall execute and deliver a release to each of the
three former independent directors. The recent $100,000 from TP was received
$50,000 in February 2005 and $50,000 in May 2005.





On May
18, 2009 Crestview converted $240,000 principal amount of its convertible
debenture into 32,000,000 (16 post 2000 – 1 reverse split) shares of the
Company’s common stock. On December 31, 2009 Crestview converted the balance of
its convertible debenture in the approximate amount of $1,760,000 into 500,000
shares of the Company’s common stock and released the Company from any further
obligations.





As of
September 30, 2009 there remained approximately $464,111 due to Turquoise
Partners and approximately $59,000 due Ocean Drive Equities. On December 31,
2009, this debt along with an approximate of $246,000 additional debt due Steven
A. Horowitz was assigned to Quest Capital  Markets, Inc. a
non-affiliate of the Company




CRITICAL
ACCOUNTING POLICIES





The
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and judgements that affect the reported amount of assets and
liabilities, revenues and expenses, and related disclosure on contingent assets
and liabilities at the date of our financial at the date of our financial
statements. Actual results may differ from these estimates under different
assumptions and conditions.





Critical
accounting policies are defined as those that are reflective of significant
judgements and uncertainties, and potentially result in materially different
results under different assumptions and conditions. We believe that our critical
accounting policies are limited to those described below. For a detailed
discussion on the application of these and other accounting policies see our
note 2 to our consolidated financial statements.




12




Beneficial
conversion features of debt issuances and equity issuances





The
Company has issued convertible debt with conversion terms into common stock. The
conversion terms are subject to valuations pursuant to accounting guidance,
whereby the intrinsic value of such conversion terms into common stock is to be
recorded as a form of interest expense over the term of the debt, while
considering the conversion terms themselves or presented as a deemed dividend on
the statement of operations for preferred equity conversion features. The
calculated intrinsic value of the conversion terms are limited to the total
proceeds obtained in the financing.




Accounting
for Income Taxes





As part
of the process of preparing our consolidated financial statements we are
required to estimate our income taxes. Management judgment is required in
determining our provision of our deferred tax asset. We recorded a valuation for
the full deferred tax asset from our net operating losses carried forward due to
the Company not demonstrating any consistent profitable operations. In the event
that the actual results differ from these estimates or we adjust these estimates
in future periods we may need to adjust such valuation


recorded.





Going
Concern





The
financial statements of the Company have been prepared assuming that the Company
will continue as a going concern. The Company has had negative working capital
at year end. The Company is in default of its line of credit. Those conditions
raise substantial doubt about the abilities to continue as a going concern. The
financial statements of the Company do not include any adjustments that might be
necessary should the Company be unable to continue as a going
concern.


New
Accounting Pronouncements





New
Accounting Prononucements





Revenue
Recognition – Multiple Deliverable Revenue Arrangements




In
October 2009, the FASB issued guidance for Revenue Recognition – Multiple
Deliverable Revenue Arrangements ( Subtopic 605-25 ) “Subtopic”. This accounting
standards update establishes the accounting and reporting guidance for
arrangements under which the vendor will perform multiple revenue – generating
activities. Vendors often provide multiple products or services to their
customers. Those deliverables often are provided at different points in time or
over different time periods. Specifically, this Subtopic addresses how to
separate deliverables and how to measure and allocate arrangement consideration
to one or more units of accounting.  The amendments in this guidance
will affect the accounting and reporting for all vendors that enter into
multiple-deliverable arrangements with their customers when those arrangements
are within the scope of this Subtopic.




This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after June 15, 2010. Earlier adoption is permitted. If a
vendor elects early adoption and the period of adoption is not the beginning of
the entity’s fiscal year, the entity will apply the amendments under this
Subtopic retrospectively from the beginning of the entity’s fiscal
year.  The presentation and disclosure requirements shall be applied
retrospectively for all periods presented. Management believes this Statement
will have no impact on the financial statements of the Company once
adopted.





All other
new accounting pronouncements issued but not yet effective, have been deemed not
to be relevant to the Company and are not expected to have any impact once
adopted




ITEM
7.  FINANCIAL STATEMENTS





Our
financial statements are contained in pages F-1 through F-14, which appear at
the end of this annual report.




13





ITEM
8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




NONE.





ITEM
8A(T). CONTROLS AND PROCEDURES





(a)  
Evaluation of Disclosure Controls and Procedures


Our
management, with the participation of our sole chief executive officer and chief
financial officer, carried out an evaluation of the effectiveness of our
“disclosure controls and procedures” (as defined in the Securities Exchange Act
of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of
the period covered by this report (the “Evaluation Date”).  Based upon
that evaluation, the chief executive officer and chief financial officer, whom
is our sole officer and director, concluded that as of the Evaluation Date, our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms and (ii) is accumulated and
communicated to our management, including the chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.




Our
management, whom is comprised our sole chief executive officer and chief
financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.




(b) Management's Report on Internal
Control over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our management assessed the effectiveness of our internal control
over financial reporting as of September 30, 2009.  In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.  Our management has concluded that, as
of September 30, 2009, our internal control over financial reporting is
effective based on these criteria.  This annual report does not
include an attestation report of our registered public accounting firm regarding
internal control over financial reporting.  Management's report was
not subject to attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management's report in
this annual report.”




14




(c)  
Changes in Internal Control over Financial Reporting


There
were no changes in our internal controls over financial reporting that occurred
during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





ITEM 8B.
            OTHER
      INFORMATION




None.


PART
III





ITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE
      WITH SECTION 16(A) OF THE EXCHANGE
ACT




EXECUTIVE
OFFICERS AND DIRECTORS





Name
                  
                  Age
                  
                  PositionsJohn
      F. Marchese
                  
                  41
                  
                  CEO,
      President, Treasurer, Secretary and Chairmanof
      the Board




15




John F.
Marchese, joined  the Company 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).




Directors
are elected at our annual meeting of stockholders and hold office for one year
or until his or her successor is elected and qualified.





CODE OF
ETHICS





We have
adopted a Code of Ethics and Business Conduct for Officers and Directors (which
applies to all our principal officers, including our CEO, CFO, COO and principal
accounting officer) and a Code of Ethics for Financial Executives that applies
to all of our executive officers, directors and financial executives. Copies of
these codes are filed as exhibits to this annual report.





COMMITTEES
OF THE BOARD OF DIRECTORS





There
currently are no committees of the Board of Directors





16




COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT





Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to us
under Rule 16a-3(d) of the Securities Exchange Act of 1934, as amended, during
the fiscal year ended September 30, 2009 and Forms 5 and amendments thereto
furnished to us with respect to the fiscal year ended September 30, 2009, as
well as any written representation from a reporting person that no Form 5 is
required, we are not aware of any person that failed to file on a timely basis,
as disclosed in the aforementioned Forms, reports required by Section 16(a) of
the Securities Exchange Act of 1934 during the fiscal year ended September 30,
2009.




ITEM 10.
EXECUTIVE COMPENSATION





At the
end of our last fiscal year, the fiscal year ended September 30, 2009, Mr.
Steven A. Horowitz was our sole director and executive officer in the positions
of chief executive officer and chief financial officer. Mr. Horowitz does not
receive any cash compensation for the services he rendered on our
behalf.





The
following sets forth the compensation of the Company’s executive officers for
the three fiscal years ended September 30, 2009.





Name
      and
                        
                        Fiscal
      YearPrincipal
                        
                        Ended
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        All
      OtherPosition
                        
                        September 30
                        
                        Salary
                        
                        
                        Bonus
                        
                        
                        Options
                        
                        
                        CompensationSteven
      A. Horowitz
                        
                        2009
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        —President
      and Chief
                        
                        2008
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        —Executive
      Officer
                        
                        2007
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        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.




STOCK
OPTION INFORMATION
 
 There
were no stock options issued to any of the Named Executives in fiscal
2009.
 
 ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
 At
December 31, 2009, there were 28,051,284 shares of our common stock issued and
outstanding. The following table sets forth, as of December 31, 2009,
information known to us relating to the beneficial ownership of these shares
by:
 
 o 
each person who is the beneficial owner of more than 5% of the outstanding
shares of common stock;
 o 
each director;
 o 
each Named Executive; and
 o 
all executive officers and directors as a group.
 
 Unless
otherwise indicated, the address of each beneficial owner in the table set forth
below is care of  Millennium Prime, Inc. – 6538 Collins Ave, Suite
262, Miami Beach, FL  33141.
 
 We
believe that all persons named in the table have sole voting and investment
power with respect to all shares of beneficially owned by them. Under securities
laws, a person is considered to be the beneficial owner of securities he owns
and that can be acquired by him within 60 days from December 31, 2009 upon the
exercise of options, warrants, convertible securities or other understandings.
We determine a beneficial owner's percentage ownership by assuming that options,
warrants or convertible securities that are held by him, but not those held by
any other person and which are exercisable within 60 days of December 31, 2009,
have been exercised or converted. Unless otherwise noted,the address of each of
these principal stockholders is our principal executive offices.
  17
 
 Name and Address
                                      
                                      Common Stock
                                      
                                      
                                      Percent of ClassJohn
      F. Marchese
                                      
                                      
                                      47,666,760
                                      (1)
                                      
                                      
                                      62.95
                                      %6538
      Collins Ave., Suite 262Miami
      Beach, Florida 33141JPA
      Capital, LLC
                                      
                                      
                                      44,666,760
                                      (2)
                                      
                                      
                                      59.00
                                      %40
      Wall Street 28th
      FloorNew
      York, NY 10005Steven
      A. Horowitz400
      Garden City PlazaGarden
      City, New York 11530
                                      
                                      
                                      210,000
                                      
                                      
                                      
                                      0.07
                                      %All
      Executive Officers andDirectors
      as a group (1 persons)
                                      
                                      
                                      47,666,760
                                      (1)
                                      
                                      
                                      62.95
                                      %
  
 (1)
                Includes
      the voting beneficial ownership of 32,666,760 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 65.34 voting shares of Common
      Stock.
 
 (2)
                Includes
      the voting beneficial ownership of 32,666,760 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 65.34 voting shares of Common
      Stock. John Antonucci is the sole officer and director of JPA Capital,
      LLC
 
 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.
 
 ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
  As of
September 30, 2009 there remained approximately $464,111 due to Turquoise
Partners and approximately $59,000 due Ocean Drive Equities. On December 31,
2009, this debt along with an approximate of $246,000 additional debt due Steven
A. Horowitz was assigned to Quest Capital  Markets, Inc. a
non-affiliate of the Company
 
 On, May
18, 2009, the Company issued 12,500,000 (6,250 post 2000-1 reverse split) shares
of its Common Stock to Steven A. Horowitz, our former sole officer and director,
in consideration of Mr. Horowitz’  successful negotiations with
Crestview Capital to convert $240,000 of its convertible debenture and for other
services performed on behalf of the Company.
 
 On
December 31, 2009, the Company issued an aggregate of 500,000 shares of its
Common Stock to Steven A. Horowitz, the Company’s former sole officer and
director, and his designees and assigns.  The shares were issued in
consideration of Mr. Horowitz’ efforts in settling some of the Company’s
indebtedness and for his General Release, releasing the Company from all past,
present and future obligations.
 
 On
December 31, 2009, the Company executed a Restated and Amended Asset Purchase
Agreement (“Amended Agreement”), that amended the original Asset Purchase
Agreement dated June 21, 2009 by and among the Company, Millennium Prime Nevada
and the shareholders of Millennium Prime Nevada. The Amended Agreement provided
for an increase in the number of common shares issuable to the Millennium Prime
shareholders.  As a result of the Amended Agreement the Company
acquires 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.
 
 The
Company completed the acquisition on December 31, 2009, at which time each of
the current officers and directors of the Company resigned and John F. Marchese
the President of Millennium Prime Nevada was elected to the Company’s board of
directors and was appointed the Company’s President and  On December
31, 2009, the Company executed a Restated and Amended Asset Purchase Agreement
(“Amended Agreement”), that amended the original Asset Purchase Agreement dated
June 21, 2009 by and among the Company, Millennium Prime Nevada and the
shareholders of Millennium Prime Nevada. The Amended Agreement provided for an
increase in the number of common shares issuable to the Millennium Prime
shareholders.  As a result of the Amended Agreement the Company
acquires 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”), of which
500,000 were issued to John Marchese; 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, of which 15,000,000 were issued to John Marchese.
 
 The
Company completed the acquisition on December 31, 2009, at which time each of
the current officers and directors of the Company resigned and John F. Marchese
the President of Millennium Prime Nevada was elected to the Company’s board of
directors and was appointed the Company’s President and Chief Executive
Officer.
 
 PART
IV
 
 ITEM 13.
EXHIBITS
 
 3.1      Bylaws
(1)
 3.2      Certificate
of Incorporation (2)
 3.3      Certificate
of Amendment (2)
 3.4      Certificate
of Amendment (2)
 3.5      Certificate
of Amendment (3)
 3.6      Certificate
of Amendment (4)
 3.7      Certificate
of Amendment (5)
 4.2      Form
of Warrant dated July 2003 with an exercise price of 1.50 (6)
 4.3      Form
of (A) Warrant dated November 2003 with an exercise price of
$2.92(6)
 4.4      Form
of (B) Warrant dated November 2003 with an exercise price of $2.10
(6)
 4.5      Warrant
issued to IIG Capital, LLC (6)
 4.6      Form
of Series A-1 Warrant issued to Crestview Master, LLC, Ocean Drive Capital, LLC
and Turquoise Partners, LLC (7)
  18
  4.7      Form
of Series A-6 Warrant issued to Crestview Master, LLC, Ocean Drive Capital, LLC
and Turquoise Partners, LLC (7)
 4.8      Form
of Convertible Debenture dated July 13, 2004 issued to Crestview Master, LLC,
Ocean Drive Capital, LLC and Turquoise Partners, LLC (7)
 4.9      Prime
Plus 2% Convertible Debentures Due April 10, 2005 issued to Crestview Master,
LLC, Ocean Drive Capital, LLC and Turquoise Partners, LLC (8)
 10.1    Form
of Registration Rights Agreement dated November 2003 (6)
 10.2    Form
of Registration Rights Agreement dated July 2003 (6)
 10.3    Loan
and Security Agreement dated May 4, 2004 with IIG Capital, LLC (1)
 10.4    Second
Amendment, Extension and Addition to Securities Purchase Agreement dated July
15, 2004 (8)
 10.5    Asset
Purchase Agreement dated June 21, 2009 (10)
 10.6    Restated
and Amended Asset Purchase Agreement dated December 31, 2009 (11)
 14.1    Code
of Ethics (9)
 31.1    Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
 31.2    Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
 32.1    Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002*
  
 *  filed
herewith
 
 (1)      Incorporated
by reference to the Form 10-QSB filed with on May 17, 2004
 (2)      Incorporated
by reference to the Report on Form 8-K as filed on April 14, 2000.
 (3)      Incorporated
by reference to the Report on Form 8-K/A as filed on June 30, 2000.
 (4)      Incorporated
by reference to the Report on Form 8-K as filed on October  30,
2002.
 (5)      Incorporated
by reference to the Form 10-QSB as filed on August 20, 2003.
 (6)      Incorporated
by reference to the Form 10-KSB as filed on January 13, 2004.
 (7)      Incorporated
by reference to the registration statement on Form SB-2 as filed on July 30,
2004.
 (8)      Incorporated
by reference to the Form 10-KSB as filed on February 17, 2005.
 (9)      Incorporated
by reference to the Form 10-KSB as filed on January 13, 2004
 (10)    Incorporated
by reference to the Report on Form 8-K/A as filed on July 8, 2009
 (11)    Incorporated
by reference to the Report on Form 8-K as filed on January 6, 2010
 
 ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Sherb
& Co., LLP served as our independent registered public accounting firm for
the 2008 and 2007 fiscal years. The following table shows the fees that were
billed for the audit and other services provided by Sherb for the 2009 and 2008
fiscal years.
 
 Fiscal 2009
                  
                  
                  Fiscal 2008Audit
      Fees
                  
                  $
                  11,500
                  
                  
                  $
                  12,000Audit-Related
      Fees
                  
                  
                  -
                  
                  
                  
                  -Tax
      Fees
                  
                  
                  -
                  
                  
                  
                  -All
      Other Fees
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  $
                  11,500
                  
                  
                  $
                  12,000
  19
  Audit
Fees — This category includes the audit of our annual financial statements,
review of financial statements included in our Form 10-Q Quarterly Reports and
services that are normally provided by the independent auditors in connection
with engagements for those fiscal years. This category also includes advice on
audit and accounting matters that arose during, or as a result of, the audit or
the review of interim financial statements.
 
 Audit-Related
Fees — This category consists of assurance and related services by the
independent auditors that are reasonably related to the performance of the audit
or review of our financial statements and are not reported above under "Audit
Fees." The services for the fees disclosed under this category include
consultation regarding our correspondence with the SEC and other accounting
consulting.
 
 Tax Fees
— This category consists of professional services rendered by our independent
auditors for tax compliance and tax advice. The services for the fees disclosed
under this category include tax return preparation and technical tax
advice.
 
 All Other
Fees — This category consists of fees for other miscellaneous
items.
 
 Our Board
of Directors has adopted a procedure for pre-approval of all fees charged by our
independent auditors. Under the procedure, the Board approves the engagement
letter with respect to audit, tax and review services. Other fees are subject to
pre-approval by the Board, or, in the period between meetings, by a designated
member of Board. Any such approval by the designated member is disclosed to the
entire Board at the next meeting.
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 MILLENNIUM
      PRIME, INC.February  9,
      2010
                  By:
                  /s/  John
      F. MarcheseJohn
      F. Marchese, CEO, CFO,principal
      executive officer andprincipal
      financial andaccounting
      officer
  In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Signature
                        
                        Title
                        
                        Date/s/
      John F. Marchese
                        
                        CEO,
      CFO and director
                        
                        February  9,
      2010John
      F. Marchese
  20
  MILLENNIUM
PRIME, INC. (F/K/A GENIO GROUP, INC.) AND SUBSIDIARIES
 
 CONTENTS
 
 PageReport
      of Independent Registered Public Accounting Firm
                  F-2Consolidated
      Balance Sheet
                  F-3Consolidated
      Statements of Operations
                  F-4Consolidated
      Statement of Stockholders Deficiency in Assets
                  F-5Consolidated
      Statements of Cash Flows
                  F-6Notes
      to the Consolidated Financial Statements
                  F-7 to 13
  
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 Stockholders
and Director
 Millennium
Prime, Inc.
 (formerly
known as Genio Group, Inc.)
 Miami
Beach, FL
 
 We have
audited the accompanying consolidated balance sheets of Millennium Prime, Inc.
(formerly known as Genio Group, Inc.) as of September 30, 2009 and 2008, and the
related consolidated statements of operations, stockholders' deficiency in
assets and cash flows for each of the years then ended September 30, 2009 and
2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Millennium Prime, Inc. as of
September 30, 2009 and 2008, and the results of its operations and its cash
flows for each of the years then ended September 30, 2009 and 2008, in
conformity with accounting principles generally accepted in the United
States.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As described more fully in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
including a net loss of approximately $.8 and $.3 million for the years ended
September 30, 2009 and 2008 respectively, and has a substantial working capital
deficiency as of September 30, 2009. These factors raise substantial doubt the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
 
 /s/
      Sherb & Co., LLPSherb
      & Co., LLPCertified
      Public Accountants
 
 New York,
New York
 January
29, 2010
  F-2
  MILLENNIUM
PRIME, INC. AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 
 September 30, 2009
                          
                          
                          September 30, 2008CURRENT
      ASSETSCURRENT
      ASSETSCash
                          
                          $
                          416,622
                          
                          
                          $
                          -Notes
      receivable and accrued interest receivable, net of
    allowance
                          
                          
                          -
                          
                          
                          
                          -TOTAL
      ASSETS
                          
                          $
                          416,622
                          
                          
                          $
                          -LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCURRENT
      LIABILITIESCash
      Overdraft
                          
                          $
                          -
                          
                          
                          $
                          413Accounts
      payable and accrued expense
                          
                          
                          770,950
                          
                          
                          
                          688,786Interest
      payable on convertible debentures
                          
                          
                          1,333,108
                          
                          
                          
                          1,034,3608%
      Convertible debenture  - in default
                          
                          
                          2,066,250
                          
                          
                          
                          2,400,0008%
      Convertible debenture  - newly issued
                          
                          
                          775,000
                          
                          
                          
                          -Advances
      and note payable, shareholders
                          
                          
                          389,335
                          
                          
                          
                          281,574Line
      of credit payable
                          
                          
                          150,000
                          
                          
                          
                          150,000Total
      current liabilities
                          
                          
                          5,484,643
                          
                          
                          
                          4,555,133COMMITMENTS
      and CONTINGENCIESSTOCKHOLDERS'
      DEFICIENCYPreferred
      stock, no par value, 2,000,000 shares authorized, 0 shares
      issuedCommon
      stock - par value $.0001, per share; authorized, 200,000,000
      shares;  100,181,787 and 55,681,787 shares issuedand
      outstanding, respectively
                          
                          
                          10,018
                          
                          
                          
                          5,568Additional
      paid in capital
                          
                          
                          15,585,032
                          
                          
                          
                          15,255,732Accumulated
      deficit
                          
                          
                          (20,663,071
                          )
                          
                          
                          (19,816,433
                          )Total
      Stockholders’ deficiency
                          
                          
                          (5,068,021
                          )
                          
                          
                          (4,555,133
                          )TOTAL
      LAIBILITIES AND STOCKHOLDERS’ DEFICIENCY
                          
                          $
                          416,622
                          
                          
                          $
                          -
 
 The
      accompanying notes are an integral part of this
  statement.
  F-3
  MILLENNIUM
PRIME, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 
 Year Ended
                  
                  
                  Year EndedSeptember 30,2009
                  
                  
                  September 30,2008Net
      sales
                  
                  $
                  -
                  
                  
                  $
                  -Cost
      of sales
                  
                  
                  -
                  
                  
                  
                  -Gross
      profit
                  
                  
                  -
                  
                  
                  
                  -General
      and administrative expenses
                  
                  
                  299,655
                  
                  
                  
                  25,000Loss
      from operations
                  
                  
                  (299,655
                  )
                  
                  
                  (25,000
                  )Other
      income and (expense)Interest
      income
                  
                  
                  8,620
                  
                  
                  
                  -Valuation
      allowance
                  
                  
                  (256,796
                  )
                  
                  
                  -Interest
      and penalties expense
                  
                  
                  (298,807
                  )
                  
                  
                  (281,604
                  )Loss
      before provision for income taxes
                  
                  
                  (846,638
                  )
                  
                  
                  (306,604
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -NET
      LOSS
                  
                  $
                  (846,638
                  )
                  
                  $
                  (306,604
                  )Basic
      and diluted earnings (loss) per share
                  
                  
                  (0.012
                  )
                  
                  
                  (0.006
                  )Weighted-average
      shares outstanding-basic and diluted
                  
                  
                  72,140,671
                  
                  
                  
                  55,681,787
 
 The
      accompanying notes are an integral part of this
  statement.
  F-4
  MILLENNIUM
PRIME, INC. AND SUBSIDIARIES
 STOCKHOLDERS
DEFICIENCY IN ASSETS
 
 Commn Stock
                        
                        
                        AdditionalSharesOutstanding
                        
                        
                        ParValue
                        
                        
                        Paid inCapital
                        
                        
                        AccumulatedDeficit
                        
                        
                        TotalBalance
      September 30, 2007
                        
                        
                        55,681,787
                        
                        
                        $
                        5,568
                        
                        
                        $
                        15,255,732
                        
                        
                        $
                        (19,509,829
                        )
                        
                        $
                        (4,248,529
                        )Net
      loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (306,604
                        )
                        
                        
                        (306,604
                        )Balance
      September 30, 2008
                        
                        
                        55,681,787
                        
                        
                        
                        5,568
                        
                        
                        
                        15,255,732
                        
                        
                        
                        (19,816,433
                        )
                        
                        
                        (4,555,133
                        )Net
      loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (846,638
                        )
                        
                        
                        (846,638
                        )Conversion
      of convertible debentures
                        
                        
                        44,500,000
                        
                        
                        
                        4,450
                        
                        
                        
                        329,300
                        
                        
                        
                        
                        
                        
                        
                        333,750Balance
      September 30, 2009
                        
                        
                        100,181,787
                        
                        
                        $
                        10,018
                        
                        
                        $
                        15,585,032
                        
                        
                        $
                        (20,663,071
                        )
                        
                        $
                        (5,068,021
                        )
 
 The
accompanying notes are an integral part of this statement.
  F-5
  MILLENNIUM
PRIME, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 Year Ended
                    
                    
                    Year EndedSeptember 30,2009
                    
                    
                    September 30,2008Cash flows
      from operating activitiesNet
      loss
                    
                    $
                    (846,638
                    )
                    
                    $
                    (306,604
                    )Changes
      in assets and liabilitiesAccounts
      payable, accrued expense and interest payable
                    
                    
                    380,499
                    
                    
                    
                    264,033Net
      cash used in operating activities
                    
                    
                    (466,139
                    )
                    
                    
                    (42,571
                    )Cash
      flows from investing activities:Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    -Cash
      flows from financing activitiesAdvances
      from shareholders
                    
                    
                    107,761
                    
                    
                    
                    39,250Issuance
      of convertible debentures
                    
                    
                    775,000
                    
                    
                    
                    -Net
      cash provided by financing activities
                    
                    
                    882,761
                    
                    
                    
                    39,250NET
      INCREASE (DECREASE) IN CASH
                    
                    
                    416,622
                    
                    
                    
                    (3,321
                    )Cash
      at beginning of period
                    
                    
                    -
                    
                    
                    
                    3,321Cash
      at end of period
                    
                    $
                    416,622
                    
                    
                    $
                    -Supplemental
      disclosures of cash flow information:Cash
      paid during the period forInterest
                    
                    $
                    -
                    
                    
                    $
                    -Taxes
                    
                    
                    -
                    
                    
                    
                    -Noncash
      investing and financing transactions:Debt
      converted to equity
                    
                    $
                    333,750
                    
                    
                    $
                    -
  F-6
  MILLENNIUM
PRIME, INC. AND SUBSIDIARIES
 Notes to
Consolidated Financial Statements
 For the
years ended September 30, 2009 and 2008
 
 ORGANIZATION
 
 Primarily
due to the lack of financing, Millennium Prime, Inc. (formerly known as Genio
Group, Inc. and subsidiaries) referred to herein as "Millennium" or the
"Company" has closed all operations and terminated all of its
employees.
 
 We are a
developmental corporation that is developing innovative lifestyle brands for the
Generation-Y demographic. Our focus is on marketing products for the beverage,
apparel and general merchandise categories where we can achieve a clear and
authentic market position.  We target consumers who live a lifestyle filled
with high style, artistic edge and a demand for the best and participate in
current trends through premium products that embody the values and aspirations
of the Millennial generation & beyond.  In addition to organic growth,
we will grow via acquisition of new brands, or partnership with existing brands,
to bolster our beverage, apparel and lifestyle merchandise business lines
serving our Millennial trendsetter focused strategies.
 
 One of
our product companies, EntMark Partners, assist the entertainment industry in
marketing specific projects and events. EntMark Partners mission is to empower
small and large artists and companies with the ability to optimize the revenue
they make from individual events through interaction via cellphone messaging. By
utilizing their Cell Phone Text Based Contest Program, we can enable artists and
event organizers to reach their fan base daily on a broader and yet more focused
basis.
 
 NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 BASIS OF
PRESENTATION
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred net
losses of $ 846,638 and $306,604 for the years ended September 30, 2009 and
September 30, 2008, respectively. Additionally, the Company had a net working
capital deficiency and a shareholders' deficiency at September 30, 2009 and
negative cash flow from operations for the years ended September 30, 2009 and
2008. The Company is in default of its line of credit and substantially all of
its convertible debentures. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
 
 Management
expects to incur additional losses in the foreseeable future and recognizes the
need to raise capital to remain viable. The accompanying consolidated financial
statements do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern
 
 PRINCIPLES
OF CONSOLIDATION
 
 The
consolidated financial statements include the accounts of Millennium Prime, Inc.
and its subsidiaries ("the Company"). Intercompany accounts and transactions
have been eliminated in consolidation.
  F-7
  USE OF
ESTIMATES
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
which affect the reporting of assets and liabilities as of the dates of the
financial statements and revenues and expenses during the reporting period.
These estimates primarily relate to the sales recognition, allowance for
doubtful accounts, inventory obsolescence and asset valuations. Actual results
could differ from these estimates.
 
 FAIR
VALUE OF FINANCIAL INSTRUMENTS
 
 The
fair value measurement provision defines fair value, establishes a framework for
measuring fair value under generally accepted accounting principles, and expands
disclosures about fair value measurements.  This statement applies
under other accounting pronouncements that require or permit fair value
measurements, the FASB having previously concluded in those accounting
pronouncements that fair value is a relevant measurement attribute.
 
 Valuation
techniques for fair value are based upon observable and unobservable inputs.
Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect our best estimate, considering all relevant
information. These valuation techniques involve some level of management
estimation and judgment. The valuation process to determine fair value also
includes making appropriate adjustments to the valuation model outputs to
consider risk factors.
  The fair
value hierarchy of our inputs used in the determination of fair value for assets
and liabilities during the current period consists of three
levels.  Level 1 inputs are comprised of unadjusted, quoted prices in
active markets for identical assets or liabilities at the measurement
date.  Level 2 inputs include quoted prices for similar instruments in
active markets; quoted prices for identical or similar instruments in markets
that are not active; inputs other than quoted prices that are observable for the
asset or liability; and inputs that are derived principally from or corroborated
by observable market data by correlation or other means.  Level 3
inputs incorporate our own best estimate of what market participants would use
in pricing the asset or liability at the measurement date where consideration is
given to the risk inherent in the valuation technique and the risk inherent in
the inputs to the model.   If inputs used to measure an asset or
liability fall within different levels of the hierarchy, the categorization is
based on the lowest level input that is significant to the fair value
measurement of the asset or liability.  Our assessment of the
significance of a particular input to the fair value measurement in its entirety
requires judgment, and considers factors specific to the asset or
liability.
 
 We are
unable to determine the fair value of the legacy accounts payables, debentures
in default, advances from shareholders and the line of credit payable. We have
significant legacy accounts payable balances that are at least four years old
and that we believe will never require a financial payment for a variety of
reasons. Management is currently assessing the fair value of these
payables.
 
 The
carrying value of our cash and cash equivalents, accounts payable and other
current liabilities approximate fair value because of their short-term maturity.
All of our other significant financial assets, financial liabilities and equity
instruments are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practicable the
fair values of financial assets and financial liabilities have been determined
and disclosed; otherwise only available information pertinent to fair value has
been disclosed.
 
 CASH AND
CASH EQUIVALENTS
 
 Cash and
cash equivalents consist of money market mutual funds, short term commercial
paper and short-term certificates of deposit with original maturities of 90 days
or less. The Company occasionally has cash or cash equivalents on hand in excess
of the $250,000 insurable limits at a given bank.  At September 30,
2009, the Company had $166,622 over the insurable limit.
 
 INCOME
TAXES
 
 The
Company provides for deferred income taxes resulting from temporary differences
between the valuation of assets and liabilities in the financial statements and
the carrying amounts for tax purposes. Such differences are measured by applying
statutory tax rates and laws in effect at the balance sheet date to the
differences among book and tax basis of the assets and liabilities.
 
 STOCK
OPTIONS
 
 The
Company adopted the accounting guidance for Share-Based Payment. Under this
application, the Company is required to record compensation expense using a
fair-value-based measurement method for all awards granted after the date of
adoption and for the unvested portion of previously granted awards that remain
outstanding at the date of adoption. Per the provisions of this accounting
guidance, the Company has adopted the policy to recognize compensation expense
on a straight-line attribution method.
 
 The
Company had no issuances of stock options or warrants in the past two years, nor
have any such prior issued options or warrants vest in the past two
years.
  NEW
ACCOUNTING PRONOUNCEMENTS
 
 In July
2009, the FASB, in an effort to codify all authoritative accounting guidance
related to a particular topic in a single place, issued Statement of Financial
Account Standards No. 168, "The FASB Accounting Standard Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB
Statement No. 162" ("SFAS No. 168").  It replaces the U.S. generally
accepted accounting principles ("U.S. GAAP") hierarchy created by Statement
of Financial Accounting Standards No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," by establishing only two levels of generally
accepted accounting principles: authoritative and non authoritative. All
authoritative guidance will carry the same level of authority. The statement is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. The adoption of SFAS No. 168 is not expected to
have a material effect on our results of operations.
 
 Revenue
Recognition – Multiple Deliverable Revenue Arrangements
  In
October 2009, the FASB issued guidance for Revenue Recognition – Multiple
Deliverable Revenue Arrangements ( Subtopic 605-25 ) “Subtopic”. This accounting
standards update establishes the accounting and reporting guidance for
arrangements under which the vendor will perform multiple revenue – generating
activities. Vendors often provide multiple products or services to their
customers. Those deliverables often are provided at different points in time or
over different time periods. Specifically, this Subtopic addresses how to
separate deliverables and how to measure and allocate arrangement consideration
to one or more units of accounting.  The amendments in this guidance
will affect the accounting and reporting for all vendors that enter into
multiple-deliverable arrangements with their customers when those arrangements
are within the scope of this Subtopic.
  This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after June 15, 2010. Earlier adoption is permitted. If a
vendor elects early adoption and the period of adoption is not the beginning of
the entity’s fiscal year, the entity will apply the amendments under this
Subtopic retrospectively from the beginning of the entity’s fiscal
year.  The presentation and disclosure requirements shall be applied
retrospectively for all periods presented. Management believes this Statement
will have no impact on the financial statements of the Company once
adopted.
 
 All other
issued accounting pronouncement but not yet effective have been reviewed and are
not deemed to have a material financial impact on the Company once
adopted.
  F-8
  NOTE 2 -
LOSS PER SHARE
 
 Loss per
share is computed in accordance with the accounting guidance. Basic EPS is
computed using weighted average shares outstanding, while diluted EPS is
computed using weighted average shares outstanding plus shares representing
stock distributable under stock-based plans computed using the treasury stock
method. The outstanding warrants of 3,100,000 were not included in the effect of
dilutive stock for the year ended September 30, 2008, because they had an
anti-dilutive effect. These warrants were cancelled for the year ended September
30, 2009.
 
 NOTE 3 -
NOTES RECEIVABLE
 
 The
Company made a number of short term loans to Bong Spirit Imports, LLC.
Approximately $248,000 of the loans have an interest rate of 10% per annum and
mature on March 1 2010. The remaining $52,954 of the loans have an interest rate
of 10% per annum and mature on March 1,2010.  These loans are secured
by a security agreement in the equipment, fixtures, inventory and accounts
receivable of Bong Spirit Imports, LLC. Due to uncertainty concerning the
priority of the security interest, the Company has fully reserved these notes as
of September 30, 2009.
 
 NOTE 4 -
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
 Accrued
expenses and other liabilities at September 30, consist of the
following:
 
 2009
                    
                    
                    2008Accounts
      payable
                    
                    $
                    309,520
                    
                    
                    $
                    309,000Accrued
      royalties
                    
                    
                    90,000
                    
                    
                    
                    90,000Accrued
      penalties
                    
                    
                    200,000
                    
                    
                    
                    200,000Accrued
      professional fees
                    
                    
                    145,838
                    
                    
                    
                    63,673Other
                    
                    
                    25,592
                    
                    
                    
                    25,593Total
                    
                    $
                    770,950
                    
                    
                    $
                    688,786
 
 NOTE 5 -
INCOME TAXES
 
 At
September 30, 2009, the Company had net operating loss carryforwards of
approximately $15,200,000 for book and tax purposes, expiring in year 2023
through 2029. These carryforwards are subject to possible limitation on annual
utilization if there are "equity structural shifts" or "owner shifts" involving
"5% shareholders" (as these terms are defined in Section 382 of the Internal
Revenue Code).
 
 The
deferred tax asset of net operating losses has been reduced in full by a
valuation allowance. At this time, the Company does not believe it can reliably
predict future taxable profits. Accordingly, the increase in deferred tax assets
of approximately $296,000 and $107,000 for the years ended September 30, 2009
and 2008 as been reduced fully by the valuation allowance.
 
 Reconciliation
of income taxes shown in the financial statements and amounts computed by
applying the Federal income tax rate of 35% for the year ended September
30,  is as follows:
 
 2009
                    
                    
                    2008Loss
      before income taxes
                    
                    $
                    847,000
                    
                    
                    $
                    306,000Computed
      expected tax credit at 35%
                    
                    
                    296,000
                    
                    
                    
                    107,000Increase
      in NOL valuation
                    
                    
                    (296,000
                    )
                    
                    
                    (
      107,000
                    )Provision
      of income taxes
                    
                    $
                    -
                    
                    
                    $
                    -
 
 The
Company has not filed their federal or state income tax returns for the past
several years.
 
 NOTE 6 -
LINE OF CREDIT
 
 On May 4,
2004 the Company entered into a loan and security agreement With IIG Capital,
LLC, as agent for IIG Trade Opportunities Fund N.V., as lender. The negotiated
outstanding balance under the line of credit at September 30, 2009 was
$150,000.
 
 F-9
  The
Company is in default on this agreement. In December 2005, the Company agreed to
settled its debt to IIG by the immediate payment of $50,000 in cash, the
issuance of a $25,000 note due on March 31, 2006 and the conversion of
approximately $125,000 of past due fees and interest into a convertible
debenture on terms similar to those of the Company's other convertible
debentures. As of September 30, 2009, the note and the debentures have not been
issued.
 
 NOTE 7 -
CONVERTIBLE DEBENTURES IN DEFAULT AS OF JANUARY 1, 2007.
 
 The
Company has authorized and sold $2,650,000 of 8% convertible debenture due
December 31, 2006 (debentures). The Company has received $2,300,000. The balance
of $350,000 is to be received at an indeterminate date. Interest is payable
quarterly in arrears, at the Company's option, in cash or shares of Company
common stock. The Company is required to provide the debenture holders with 20
days prior written notice of the Company's election to issue common stock in
lieu of cash. Interest to date has never been paid and the liability has been
accrued. There is a late fee of 18% on the unpaid interest.
 
 The
debentures are convertible into shares of Company common stock at a fixed
conversion price of $0.0075 per share except for $100,000, which is convertible
into shares of the Company's common stock at $0.25 per share. The terms of the
debentures prohibit conversion if it would result in the holder, together with
its affiliates, beneficially owning in excess of 9.99% of outstanding shares of
the Company's common stock. A holder may waive the 9.99% limitation upon 61 days
prior written notice to the Company.
 
 The
debentures provide for a prepayment penalty in the amount of 120% of
principal.
 
 One
debenture holder has the right to appoint such number of directors of the
Company as will constitute a majority of the Board of Directors. This right
expires when the outstanding debentures have been fully converted or paid in
full.
 
 In
conjunction with the sale of the debentures, 2,850,000 warrants (warrants) were
issued to purchase shares of common stock of the Company. The warrants are
exercisable through July 14, 2009. The exercise prices of the warrant are as
follows: 750,000 at $0.0125 per share; 1,980,000 at $0.025 per share; 60,000 at
$0.80 per share; and 60,000 at $1.00 per share. The term of the warrants
prohibits the exercise of the warrants to the extent that exercise of the
warrants would result in the holder, together with its affiliates, beneficially
owning in excess of 9.99% of outstanding shares of the Company's common stock. A
holder may waive the 9.99% limitation upon 61 days prior written notice to the
Company.
 
 The
Company has granted registration rights to the debenture holders which require
the Company to file a registration statement with the Securities and Exchange
Commission covering the shares of common stock issuable upon conversion of the
debentures and exercise of the warrants. The registration of the securities is
to coincide with the date of the conversion of the debentures and the exercise
of the warrants.
  F-10
  Conversion
of the debentures and/or exercise of the warrants is at the option of the
holders, subject to the ownership limitation.
 
 During
the year ended September 30, 2009, certain debenture holders converted $333,750
of such debentures for 44,500,000 shares of common stock, which was the fair
value of such shares issued.
 
 The
conversion of all of the debentures excluding interest and exercise of all
of the warrants would result in the issuance of approximately an additional
3,400,000,000 shares of common stock. The number of authorized shares of the
Company common stock would have to be increased by
approximately 3,300,000,000 shares to accommodate the conversion of the
debentures and the exercise of the warrants in full.
 
 NOTE 8 -
CONVERTIBLE DEBENTURES – NEWLY ISSUED
 
 During
the period ended June 30, 2009, the Company issued $775,000.00 of Series A 8%
convertible debentures.  The Series A debentures are due and payable
on the earlier of (a) six months from the date of issuance  or (b)
when such amounts are declared due and payable by the holder or automatically
due and payable upon or after an event of default (as defined in the debenture).
Each debenture is convertible into a number of shares of Company common stock
equal to the amount of debenture divided by the conversion price of $0.75,
subject to adjustment in the event of a stock split or subdivision. As a result
of the conversion price being higher than the market price of the stock there is
no beneficial conversion feature to value.
 
 NOTE 9 -
ADVANCES FROM RELATED PARTIES
 
 Certain
debenture holders, stockholders and officer have advanced the Company $389,335,
which $107,761 and $39,250 was advanced during the years ended September 30,
2009 and 2008, respectively. These advances are due on demand and do not bear
interest.
 
 NOTE 10 -
STOCK OPTIONS and WARRANTS
 
 A.
Warrants
 
 Warrant
activity is summarized as follows:
 
 WeightedAverageOutstanding
                    
                    
                    ExerciseWarrants
                    
                    
                    PriceOutstanding
      at September 30, 2007
                    
                    
                    3,100,000
                    
                    
                    $
                    0.71Issued
                    
                    
                    -
                    
                    
                    
                    -Expired
      or cancelled
                    
                    
                    -
                    )
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      at September 30, 2008
                    
                    
                    3,100,000
                    
                    
                    $
                    0.71Issued
                    
                    
                    -
                    
                    
                    
                    -Expired
      or cancelled
                    
                    
                    (3,100,000
                    )
                    
                    
                    0.71Exercised
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      at September 30, 2009
                    
                    
                    -
                    
                    
                    $
                    -
 
 F-11
  B. Stock
Option Plans
 
 On
October 1, 2005, the Company adopted FASB accounting guidance for Share-Based
Payments, under the modified prospective method. The Company had previously
accounted for stock-based compensation plans under the fair value provisions of
this FASB. Per the provisions of this FASB, the Company has adopted the policy
to recognize compensation expense on a straight-line attribution
method.
 
 There was
no stock option activity either both qualified and unqualified options for the
years ended September 30, 2009 and 2008.
 
 NOTE 11 -
CAPITAL STOCK
 
 In July
2004, the Company agreed to issue 1,266,670 shares of common stock in lieu of
penalties attributed to the failure to file a timely registration and obtain an
effective registration on selected shares related to the certain private
placements conducted earlier. These shares have been valued at $912,002 or $.72
a share. These penalties satisfied with common stock have been recorded as an
expense in fiscal 2004. The Company had not settled with other shareholders also
entitled to penalties for the failure to obtain an effective registration, as a
consequence the Company accrued penalties at $10,000 a month. As of September
30, 2009, there was $200,000 accrued for such penalties.
 
 During
May 2009, Convertible debenture holders converted $333,750 of principal for
44,500,000 shares of common stock.
 
 NOTE 12 -
COMMITMENTS AND CONTINGENCIES
 
 Lease
commitments
 
 The
Company currently does not occupy any leased office space. The current acting
CEO / CFO, provides the use of his office for no charge. We have not recorded
the economic effects of the officer contribution, as it is deemed
immaterial.
 
 Rent
expense for the years ended September 30, 2009 and 2008 was $0 and $0,
respectively.
  F-12
  Litigation
 
 Certain
shareholders and creditors of the Company threatened to bring claims against the
Company in connection with the actions described in the Current Reports on Form
8-K filed by the Company on November 24, 2004 and December 1, 2004.
 
 Consulting
Arrangements
 
 The
Company entered into a one year consulting service agreement with an entity
owned by its Chief Executive Officer for consulting services. This agreement
provides for monthly compensation of $10,000. , is secured by a demand
promissory note issued by the Company, with interest at 10% per annum. Further,
the Company agreed to grant and deliver 5 million shares of Company common stock
as a non refundable retainer fee.
 
 The
Company entered into a consulting services agreement with an individual for a
twelve month period commencing April 1, 2009. This agreement provides for
monthly payments to the consultant of $7,500. and reimbursement of
expenses.
 
 NOTE 13 – SUBSEQUENT
EVENTS
 
 On
June 21, 2009, Genio Group, Inc. entered into an agreement and plan of
reorganization with Millennium Prime, Inc., a Nevada corporation (“Millennium
Prime Nevada”) and the shareholders of Millennium Prime Nevada. Pursuant to the
Agreement, the Company acquired certain assets of Millennium Prime Nevada, in
exchange for the issuance of 9,000,000 shares of the Company’s Common and
1,000,000 shares of the Company’s Series A Preferred Stock. Further our Board of
Directors unanimously adopted a resolution approving an amendment to Certificate
of Incorporation to change our name from “Genio Group, Inc.” to “Millennium
Prime, Inc.” (which subsequently caused a change of our symbol and CUSIP), also
to approve an increase our of authorized common stock from Two Hundred Million
(200,000,000) par value $0.0001, to Two Hundred Fifty Million (250,000,000), par
value $0.0001 per share, also to approve a 2000 for 1 reverse stock split, and
also to authorize Ten Million (10,000,000) shares of blank check preferred
stock.
 
 On
October 29, 2009, the Company filed an amendment to its Certificate of
Incorporation to (i) change its name to Millennium Prime, Inc.; (ii) effect a
reverse split of all of the outstanding shares of its Common Stock at a ratio
of  one-for-two thousand (1 for 2000); increase our authorized Common
Stock from Two Hundred Million (200,000,000) shares, par value $.0001 to Two
Hundred Fifty Million (250,000,000) shares, par value $.0001; and (iv) authorize
Ten Million (10,000,000) shares of Preferred Stock, par value $1.00 per share,
with such designation rights and preferences as may be determined from time to
time by our Board of Directors.  Concurrently, with the foregoing, the
Board of Directors approved the creation of One Million (1,000,000) shares of
Series A Preferred Stock with the rights and preferences defined in the
amendment to our Certificate of Incorporation including the right of each issued
and outstanding share of Series A Preferred Stock to have the number of votes
equal to the result of: (a) the number of shares of our Common Stock issued and
outstanding at the time of such vote multiplied by 2.33334; and divided by (b)
the total number of Series A Preferred shares issued and outstanding at the time
of the vote.
 
 As
a result of the 1 for 2000 reverse stock split the number of issued and
outstanding shares of our Common Stock was decreased from 99,981,787 to 51,284,
after issuing one (1) share of our Common Stock to stockholders who would be
entitled to a fractional share as a result of the reverse stock
split.
 
 On
December 31, 2009, the Company executed a Restated and Amended Asset Purchase
Agreement (“Amended Agreement”), that amended the original Asset Purchase
Agreement dated June 21, 2009 by and among the Company, Millennium Prime Nevada
and the shareholders of Millennium Prime Nevada. The Amended Agreement provided
for an increase in the number of common shares issuable to the Millennium Prime
shareholders.  As a result of the Amended Agreement the Company
acquires 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.
 
 The
Company completed the acquisition on December 31, 2009, at which time each of
the current officers and directors of the Company resigned and John F. Marchese
the President of Millennium Prime Nevada was elected to the Company’s board of
directors and was appointed the Company’s President and Chief Executive
Officer.
 
 On
December 31, 2009, the Company and an investor holding  $1,760,000
principal amount of the Company’s issued and outstanding convertible debentures
agreed to convert their entire indebtedness into an aggregate of 500,000 shares
of our Common Stock.
 
 On
December 31, 2009, the Company issued an aggregate of 500,000 shares of its
Common Stock to Steven A. Horowitz, the Company’s former sole officer and
director, and his designees and assigns.  The shares were issued in
consideration of Mr. Horowitz’ efforts in settling some of the Company’s
indebtedness and for his General Release, releasing the Company from any and all
past, present and future obligations.
 
 Accordingly,
as of the date hereof, the Company has 28,051,284 shares of Common Stock issued
and outstanding and 1,000,000 shares of its Series A Preferred Stock issued and
outstanding.
  F-13