Millennium Prime, Inc. - Quarter Report: 2008 December (Form 10-Q)

Unassociated Document

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark

One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: December 31, 2008

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-28459

GENIO GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware		22-3360133
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

400 Garden City Plaza, Garden City, NY 11530

(Address of principal executive offices) (Zip Code)

516-873-2000

(Registrant's telephone number)

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company x
		(Do not check if a smaller reporting company)

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

The number of the registrant's shares of common stock outstanding was 55,681,787 as of February 9, 2009.

GENIO GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS

		PAGE
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets as of December 31, 2008 (unaudited) And September 30, 2008 ( audited)	3
	Consolidated Statements of Operations for the three months ended December 31, 2008 and 2007 (unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended December 31, 2008 and 2007 (unaudited)	5

	Notes to the Unaudited Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis or Plan of Operation	11

Item 3.	Management's Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures	12

PART II.	OTHER INFORMATION

Item 1A.	Risk Factors	13

Item 6.	Exhibits	13

Signatures		14

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are "forward-looking statements" regarding the plans and objectives of managementfor future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms "we", "our", "us", or any derivative thereof, as used herein refer to Genio Group, Inc., a Delaware corporation, and its predecessors.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GENIO GROUP, INC. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

	December 31, 2008			September 30, 2008
	(unaudited)			(audited)
CURRENT ASSETS

TOTAL ASSETS	$	0		$	0

LIABILITIES AND STOCKHOLDERS' DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Cash Overdraft	$	473		$	413
Accounts payable and accrued expense		698,786			688,786
Interest payable on convertible debentures		1,105,146			1,034,360
8% Convertible debenture		2,400,000			2,400,000
Advances from shareholders		281,574			281,574
Line of credit payable		150,000			150,000
Total current liabilities		4,635,979			4,555,133

COMMITMENTS and CONTINGENCIES

STOCKHOLDERS' DEFICIENCY IN ASSETS
Preferred stock, no par value, 2,000,000 shares authorized, 0 shares issued Common stock - par value $.0001, per share; authorized, 200,000,000 shares; 55,681,787 shares issued and outstanding		5,568			5,568
Additional paid in capital		15,255,732			15,255,732
Accumulated deficit		(19,897,279	)		(19,816,433	)

		(4,635,979	)		(4,555,133	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY IN ASSETS	$	0		$	0

The accompanying notes are an integral part of this statement.

GENIO GROUP, INC. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three			Three
	Months Ended			Months Ended
	December 31, 2008			December 31, 2007

Net sales	$	0		$	0
Cost of sales		0			0

Gross profit		0			0

General and administrative expenses		10,000

Loss from operations		(10,000	)		0

Other income and (expense)
Interest and penalties expense		(70,846	)		(70,786	)

Loss before provision for income taxes		(80,846	)		(70,786	)
Provision for income taxes		0			0

NET LOSS	$	(80,846	)	$	(70,786	)

Basic and diluted earnings (loss) per share		(0.00	)		(0.00	)

Weighted-average shares outstanding- basic and diluted		55,681,787			55,681,787

The accompanying notes are an integral part of this statement.

GENIO GROUP, INC. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three			Three
	Months Ended			Months Ended
	December 31, 2008			December 31, 2007
Cash flows from operating activities:
Net loss	$	(80,846	)	$	(70,786	)
Changes in assets and liabilities
Accounts payable and accrued expense		80,846			70,786
Net cash used in operating activities		0			0

Cash flows from investing activities:

Net cash used in investing activities		0			0

Cash flows from financing activities:

Net cash provided by financing activities		0			0

NET INCREASE (DECREASE) IN CASH		0			0
Cash at beginning of period		0			3,321

Cash at end of period	$	0		$	3,321

Supplemental disclosures of cash flow information:
Cash paid during the period for
Interest		0			0
Taxes		0			0

The accompanying notes are an integral part of this statement.

GENIO GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Genio Group, Inc. ("Genio" or the "Company") included herein have been prepared in accordance with generally accepted accounting principles for interim period reporting in conjunction with the instructions to Form 10-QSB. Accordingly, these statements do not include all of the information required by generally accepted accounting principles for annual financial statements, and are subject to year-end adjustments. In the opinion of management, all known adjustments (consisting of normal recurring accruals and reserves) necessary to present fairly the financial position, results of operations and cash flows for the three month period ended December 31,2008 have been included. The interim statements should be read in conjunction with the financial statements and related notes included in the Company's annual report on Form 10-KSB for the year ended September 30, 2008.

The financial statements set forth herein represent the operations of Genio Group, Inc. and its subsidiaries for the three month period ending December 31, 2008. The operating results for the three months ended December 31, 2008 are not necessarily indicative of the results to be expected for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Prior to the year ended September 30, 2005, 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 the Company in order to orchestrate an orderly liquidation of the Company's assets and seek settlement agreements with the creditors.

Genio was a developer and marketer of entertainment and leisure products. Genio holds a worldwide license with Marvel Enterprises, Inc. to manufacture and sell specific categories of products built around the globally recognizable Marvel Super Heroes(TM), including Spider-Man(TM), The Incredible Hulk(TM), X-Men(TM), Elektra(TM), Daredevil(TM) and the Fantastic Four(TM). The Genio Card collection was available in select national retailers in the United States. Genio Cards consist of 360 illustrated cards that take children on a journey through 30 subject categories: from the history of dinosaurs and attributes of reptiles to facts about motor Sports and manmade landmarks.

GENIO GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

GOING CONCERN

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 $(80,846) and $(70,786) for the three months ended December 31, 2008 and 2007, respectively. Additionally, the Company had minimal assets, a net working capital deficiency and a shareholders' deficiency at December 31, 2008 and negative cash flow from operations for the three months ended December 31, 2008 and 2007. The Company is in default under its line of credit. 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.

STOCK OPTIONS AND WARRANTS

The Company adopted Statement of Financial Accounting Standards (SFAS) 123R, 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 SFAS No. 123-R, 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Due to the distressed financial position of the Company it is not practical to fair value the carrying amounts of debt to the estimated approximate fair value at this time.

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 deferred tax asset and debt valuations. Actual results could differ from these estimates.

GENIO GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NEW ACCOUNTING PRONOUNCEMENTS

FASB 141(revised 2007) - Business Combinations

In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. This Statement's scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting—the acquisition method—to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.

This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces Statement 141's cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.

This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as "true mergers" or "mergers of equals" and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of assets that does not constitute a business, (c) A combination between entities or businesses under common control, (d) A combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. 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.

GENIO GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 - CONVERTIBLE DEBENTURES AND OTHER - SUBSTANTIALLY ALL SUCH DEBT IS IN DEFAULT AS OF JANUARY 1, 2006.

The Company has authorized and sold $2,650,000 of 8% convertible debenture due December 31, 2006 (debentures). The Company has received $2,400,000. 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.

GENIO GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Conversion of the debentures and/or exercise of the warrants is at the option of the holders. Accordingly, any beneficial conversion features will be accounted for upon valuation of such equity rights, but will be limited to the principal amount of such debentures.

The conversion of all of the debentures and exercise of all of the warrants would result in the issuance of approximately an additional 300,000,000 shares of common stock which would represent 85% of the Company's then issued and outstanding shares. The number of authorized shares of the Company common stock would have to be increased by approximately 160,000,000 shares to accommodate the conversion of the debentures and the exercise of the warrants in full.

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 March 31, 2008 was $150,000.

The Company is in default under 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 December 31, 2008, the note and the debentures have not been issued.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following contains forward-looking statements based on current expectations, estimates and projections about our industry, management's beliefs, and assumptions made by management. All statements, trends, analyses and other information contained in this report relative to trends in our financial condition and liquidity, as well as other statements, including, but not limited to, words such as "anticipate," "believe," "plan," "intend," "expect," "predict," and other similar expressions constitute those statements. These statements are not guarantees of future performance and are subject to risks and uncertainties that are difficult to predict. Accordingly, actual results may differ materially from those anticipated or expressed in the statements.

OVERVIEW

We were a start-up developer and marketer of entertainment and leisure products. Since our inception, most of our revenues have been derived from our card business. During the month of January 2005 our Board of Directors determined to wind down the company's operations as conducted to date due to the lack of sufficient funding. At that time, we released all of our employees other than our Chief Executive Officer. We are currently evaluating several options regarding our future financing of the registrant and its future operations. Our auditors as part of their review continue to raise substantial doubt about our ability to continue as a going concern.

RESULTS OF OPERATIONS

Because we have not had any business operations since the quarter ended December 31, 2004, we did not have any revenues during the three month periods ended December 31, 2008 and 2007.

Total expenses for the three months ended December 31, 2008 and 2007 were $80,846 and $70,786, respectively, consisting of general and administrative expense and interest expense. Interest expense for the three months ended December 31, 2008 and 2007 was $70,846 and $70,786, respectively, related to the convertible debentures.

LIQUIDITY AND CAPITAL RESOURCES

All of our convertible debt is in default as of January 1, 2006. As of December 31, 2008, we had $0 in cash and cash equivalents. Net cash used in operations for the three months ended December 31, 2008 was $0 consisting of a net loss of $(80,846) offset by an increase in accounts payable and accrued expenses of $80,846. There was no activity from investing activities or from financing activities for the period ended December 31, 2008.

At December 31, 2008 we had total assets of $0 and an accumulated deficit of $19,897,279 and the report from our independent registered public accounting firm on our audited financial statements at September 30, 2008 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. As discussed earlier in this report, in the beginning of fiscal year 2005 we terminated our business operations and are now seeking to acquire assets or shares of an entity actively engaged in a business which generates revenues, or has the potential to generate revenues, in exchange for our securities. We cannot predict when, if ever, we will be successful in implementing this plan and, accordingly, we may be required to cease operations at any time. 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 the company and our 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 $4.6 million of obligations on our balance sheet at December 31, 2008. We have no commitments from any party to provide such funds to us except for the convertible debentures. If we 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. In that event, our stock would no longer be quoted on the OTC Bulletin Board and our ability to consummate a business combination upon terms and conditions which would be beneficial to our existing stockholders would be adversely affected.

OFF-BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements as of December 31, 2008.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer who also serves as our Chief Financial Officer and is the sole director of the Company, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in 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, he 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 our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) There have not been any changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption “Risk Factors” in Part I, "Item 1. Description of Business" in our Annual Report on Form 10-KSB for the year ended September 30, 2008which could materially affect our business prospectd, financial condition or future results. There have been no other material changes during the quarter ended December 31, 2008 to the risk factors discussed in the periodic report noted above.

ITEM 6. EXHIBITS

Exhibits:

Exhibit No.

Description

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the Chief Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Genio Group, Inc.
	(Registrant)

Date: February 24, 2009	/s/ Steven A. Horowitz

	Chief Executive and Financial Officer (principal executive and
	accounting officer)