Millennium Prime, Inc. - Annual Report: 2009 (Form 10-K)

Unassociated Document

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. Employer
incorporation or organization)		Identification No.)

6538 Collins Ave, Suite 262
Miami 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 registered

None		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 I

Item 1.	Business	2
Item 2.	Properties	8
Item 3.	Legal Proeedings	8
Item 4.	Submission of Matters to a Vote of Security	8

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters	8
Item 6.	Management's Discussion and Analysis or Plan of Operation	9
Item 7.	Financial Statements	13
Item 8.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 8AT.	Controls And Procedures	14
Item 8B.	Other Information	15

PART III

Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act	15
Item 10.	Executive Compensation	17
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 12.	Certain Relationships and Related Transactions, and Director Independence	18
Item 13.	Exhibits	18
Item 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.

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.

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.

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.

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.

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.

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.

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.

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		Low
Fiscal 2008

First quarter ended December 31, 2007	$	0.0016	$	0.001
Second quarter ended March 31, 2008	$	0.003	$	0.0006
Third quarter ended June 30, 2008	$	0.009	$	0.0005
Fourth quarter ended September 30, 2008	$	0.002	$	0.0005

Fiscal 2009

First quarter ended December 31, 2008	$	.0003	$	.0003
Second quarter ended March 31, 2009	$	.0006	$	.0006
Third quarter ended June 30, 2009	$	.0045	$	.0088
Fourth quarter ended September 30, 2009	$	.0021	$	.0021

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 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.

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.

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.

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.

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,

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.

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.

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.”

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	Positions
John F. Marchese	41	CEO, President, Treasurer, Secretary and Chairman
		of the Board

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

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 Year
Principal	Ended							All Other
Position	September 30	Salary		Bonus		Options		Compensation

Steven 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.

Name and Address	Common Stock			Percent of Class

John F. Marchese		47,666,760	(1)		62.95	%
6538 Collins Ave., Suite 262
Miami Beach, Florida 33141

JPA Capital, LLC		44,666,760	(2)		59.00	%
40 Wall Street 28th Floor
New York, NY 10005

Steven A. Horowitz
400 Garden City Plaza
Garden City, New York 11530		210,000			0.07	%

All Executive Officers and
Directors 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)

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

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.

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.

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)

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 2008
Audit Fees	$	11,500	$	12,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Total	$	11,500	$	12,000

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. Marchese
		John F. Marchese, CEO, CFO,
		principal executive officer and
		principal financial and
		accounting 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, 2010
John F. Marchese

MILLENNIUM PRIME, INC. (F/K/A GENIO GROUP, INC.) AND SUBSIDIARIES

CONTENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheet	F-3

Consolidated Statements of Operations	F-4

Consolidated Statement of Stockholders Deficiency in Assets	F-5

Consolidated Statements of Cash Flows	F-6

Notes 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., LLP
	Sherb & Co., LLP
	Certified Public Accountants

New York, New York

January 29, 2010

F-2

MILLENNIUM PRIME, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2009			September 30, 2008
CURRENT ASSETS

CURRENT ASSETS
Cash	$	416,622		$	-
Notes receivable and accrued interest receivable, net of allowance		-			-
TOTAL ASSETS	$	416,622		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Cash Overdraft	$	-		$	413
Accounts payable and accrued expense		770,950			688,786
Interest payable on convertible debentures		1,333,108			1,034,360
8% Convertible debenture - in default		2,066,250			2,400,000
8% Convertible debenture - newly issued		775,000			-
Advances and note payable, shareholders		389,335			281,574
Line of credit payable		150,000			150,000
Total current liabilities		5,484,643			4,555,133

COMMITMENTS and CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
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; 100,181,787 and 55,681,787 shares issued and outstanding, respectively		10,018			5,568
Additional paid in capital		15,585,032			15,255,732
Accumulated 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 Ended
	September 30, 2009			September 30, 2008

Net sales	$	-		$	-
Cost of sales		-			-

Gross profit		-			-

General and administrative expenses		299,655			25,000

Loss 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				Additional
	Shares Outstanding		Par Value		Paid in Capital		Accumulated Deficit			Total

Balance 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					333,750

Balance 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 Ended
	September 30, 2009			September 30, 2008
Cash flows from operating activities
Net loss	$	(846,638	)	$	(306,604	)
Changes in assets and liabilities
Accounts payable, accrued expense and interest payable		380,499			264,033
Net cash used in operating activities		(466,139	)		(42,571	)

Cash flows from investing activities:

Net cash used in investing activities		-			-

Cash flows from financing activities
Advances from shareholders		107,761			39,250
Issuance of convertible debentures		775,000			-

Net cash provided by financing activities		882,761			39,250

NET INCREASE (DECREASE) IN CASH		416,622			(3,321	)
Cash at beginning of period		-			3,321

Cash at end of period	$	416,622		$	-

Supplemental disclosures of cash flow information:
Cash paid during the period for
Interest	$	-		$	-
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

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		2008
Accounts payable	$	309,520	$	309,000
Accrued royalties		90,000		90,000
Accrued penalties		200,000		200,000
Accrued professional fees		145,838		63,673
Other		25,592		25,593

Total	$	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			2008
Loss before income taxes	$	847,000		$	306,000
Computed expected tax credit at 35%		296,000			107,000

Increase 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:

				Weighted
				Average
	Outstanding			Exercise
	Warrants			Price

Outstanding at September 30, 2007		3,100,000		$	0.71
Issued		-			-
Expired or cancelled		-	)		-
Exercised		-			-
Outstanding at September 30, 2008		3,100,000		$	0.71
Issued		-			-
Expired or cancelled		(3,100,000	)		0.71
Exercised		-			-

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

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