UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~December~~April 318, ~~2009~~2010

MILLENNIUM PRIME, INC.

(Exact name of registrant as specified in its Charter)

Delaware	0-28459	22-3360133
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	Identification No.)

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

(786) 347-9309

(Registrant’s telephone number, including area code)

~~Genio Group, Inc.~~None

400 Garden City Plaza, Garden City, NY 11530

(Former Name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On ~~December~~April 318, ~~2009,~~2010 Millennium Prime, Inc. ~~f/k/a Genio Group~~, ~~Inc.,~~ a Delaware corporation (the “Company”) ~~executed~~entered into a ~~Restated~~ ~~and~~Forbearance ~~Amended~~Letter with ~~Asset~~Quest ~~Purchase~~Capital ~~Agreement~~Markets, ~~that~~Inc. ~~amended~~(“Quest”). ~~the~~On ~~original~~December ~~Asset Purchase Agreement~~23, ~~dated~~2009, ~~June~~Quest 21acquired $769,635 ~~2009~~of byindebtedness ~~and~~(the ~~among~~“Debt”) due by the Company~~, Millennium~~ ~~Prime,~~to ~~Inc.~~certain third parties, athe ~~Nevada~~Debt ~~corporation~~is evidenced by convertible notes/debentures (~~“Millennium~~the ~~Prime~~“Debt Instruments”) ~~and~~originally issued by the ~~shareholders~~ ofCompany ~~Millennium~~in ~~Prime~~2004. As ~~The~~of ~~restated~~March 31, ~~and~~2010, ~~amended~~the ~~Agreement~~total ~~provides for~~amount anof ~~increase~~the inDebt ~~the~~including ~~number~~accrued ofand ~~common~~unpaid ~~shares~~interest ~~issuable~~was $789,381. The toDebt ~~Millennium~~is ~~Prime~~due ~~or its~~on ~~designees~~demand ~~from~~and ~~9,000,000~~Quest sought to 27foreclose on the Debt,~~000,000. As~~ as a result of the ~~Amendment~~ ~~the~~ Company ~~will~~and ~~acquire~~Quest ~~certain~~entered ~~assets~~into ~~from~~the ~~Millennium~~Forbearance ~~Prime in~~Letter, ~~exchange~~whereby ~~for:~~Quest ~~(i)~~agreed anfor ~~aggregate~~a ofperiod ~~One~~commencing ~~Million~~on ~~(1,000,000)~~the ~~restricted~~date ~~shares~~ of the ~~Company’s~~Forbearance Letter ~~Series~~and Aending ~~Preferred~~July ~~Stock~~31, ~~$1.00~~2010 ~~par~~not ~~value~~to ~~per~~exercise ~~share~~any (of the ~~“Series~~rights ~~A Preferred~~granted ~~Stock”);~~to ~~and~~it upon ~~(ii)~~ an ~~aggregate~~Event of ~~Twenty-Seven~~Default ~~Million~~as ~~(27~~defined in the Debt Instruments,~~000,000)~~ in consideration ~~restricted~~the ~~shares~~Company ofagreed to reduce the ~~Company’s~~Conversion ~~common~~Price ~~stock~~on ~~$0.0001~~the ~~par~~Debt ~~value~~to $.001 per share.

~~The~~Item ~~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~~3.02 Unregistered ~~Marchese the~~Sales ~~President~~ of ~~Millennium~~Equity ~~Prime was elected to the Company’s board of directors and was appointed the Company’s President and Chief Executive Officer.~~Securities

~~Item~~On April ~~5.02 Departure~~9, 2010, the Company issued an aggregate of ~~Principal~~160,875,000 ~~Officers~~shares of its Common Stock to several entities; ~~Election~~John F. Marchese, the Company’s sole officer and director (75,000,000), JPA Capital, LLC, a principal shareholder of ~~Directors;~~the Company ~~Appointment~~(85,000,000), and Private Resource Holdings LLC (875,000). The shares were issued as compensation for services rendered to the Company by each recipient. The shares were issued in reliance upon the exemptions from the registration requirements of ~~Principal~~the ~~Officer~~Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act. The certificates evidencing the above mentioned shares contain a legend (1) stating that the shares have not been registered under the Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Act.

~~(a) (b)~~ On ~~December 31~~April 9, ~~2009~~2010, ~~our~~the ~~board~~Company issued 22,000,000 shares of ~~directors~~its ~~accepted~~Common ~~the~~Stock to Quest ~~resignation~~Capital Markets, Inc. upon the conversion of ~~Steven~~an Aaggregate of $22,000.00 ~~Horowitz~~of outstanding asindebtedness. The anoriginal ~~officer~~debt ~~and~~was ~~director~~incurred by the Company in 2004. The certificates evidencing the above mentioned shares were issued without legend in that Rule 144 permits the Quest to tack back to the date of the debt which was more than one year prior to ~~Corporation~~issuance.

(c) (d) John F. Marchese, joined Millennium Prime, Inc. (Delaware), (MLMN: OTCBB) f/k/a Genio Group, Inc., 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).

Mr. Marchese has a Bachelor of Science degree in Business Administration, Management Information Systems, from the State University of New York at Buffalo, 1991 as well other executive level training & education coursework.

Item 9.01 Financial Statements and Exhibits

c) Exhibits

99.1 ~~Restated~~ ~~and~~ Forbearance Letter ~~Amended~~dated ~~Asset~~April ~~Purchase~~8, ~~Agreement~~2010 ~~dated~~between asthe ofCompany ~~December~~and ~~31,~~Quest Capital Markets ~~2009~~Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MILLENNIUM PRIME, INC.	~~MILLENNIUM PRIME, INC.~~
	(Registrant)	~~(Registrant)~~
Dated: December 31, 2009	By:	/s/ Steven A. Horowitz
Dated: April 13, 2010	By:	/s/ John F. Marchese
		Steven A. Horowitz
		John F. Marchese
		Chief Executive and Financial Officer

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