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): April 815, 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, # 262, Miami Beach, FL	33141
6538 Collins Avenue, Suite 262, Miami Beach, FL	33141
(Address of principal executive offices)	(Zip Code)

(786) 347-9309

(Registrant’s telephone number, including area code)

~~None~~N/A

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

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

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 April 815, 2010, Millennium Prime, Inc., a Delaware corporation (the “Company”) entered into a ~~Forbearance~~Securities ~~Letter~~Exchange Agreement with ~~Quest~~the ~~Capital~~principal ~~Markets,~~shareholders/members ~~Inc.~~of ~~(“Quest”).~~Bong OnSpirit ~~December 23~~Imports, ~~2009, Quest acquired~~LLC ~~$769,635 of indebtedness~~ (~~the~~ “~~Debt~~Bong”) ~~due~~a byFlorida ~~the~~Limited ~~Company~~Liability toCorporation ~~certain~~pursuant ~~third parties,~~to which the ~~Debt~~Company will isacquire ~~evidenced~~100% byof ~~convertible notes/debentures (~~the ~~“Debt Instruments”)~~outstanding ~~originally~~shares/membership ~~issued~~interests byin ~~the~~exchange ~~Company~~for an inaggregate ~~2004. As~~ of ~~March 31~~30, ~~2010~~000,000 ~~the~~shares ~~total amount~~ of the ~~Debt~~Company’s ~~including~~common ~~accrued and unpaid interest was $789,381~~stock. The closing ~~Debt~~of isthis ~~due~~transaction onis ~~demand~~subject ~~and Quest sought~~ to ~~foreclose~~a ~~on the~~number ~~Debt,~~of asconditions aincluding ~~result~~but limited to the Company ~~and~~providing ~~Quest~~Bong ~~entered~~with ~~into the Forbearance Letter~~$400, ~~whereby~~000 ~~Quest~~of ~~agreed~~capital ~~for~~at athe Closing. The ~~period~~Company ~~commencing~~anticipates onthat the ~~date~~closing ofwill ~~the~~occur ~~Forbearance~~no later ~~Letter~~than ~~and ending~~ July 31, 2010. ~~not~~The toCompany ~~exercise~~has ~~any~~been ofa ~~the~~marketing ~~rights~~partner ~~granted~~and ~~to it~~financial ~~upon~~investor ~~an Event of Default as defined~~ in ~~the~~Bong ~~Debt~~since ~~Instruments~~2009, ~~in consideration the Company agreed~~ to ~~reduce~~date the ~~Conversion~~Company ~~Price~~has onloaned ~~the~~Bong ~~Debt to~~ approximately $390,000.~~001 per share.~~

~~Item~~Bong is ~~3.02 Unregistered~~an ~~Sales~~importer and distributor of ~~Equity~~alcohol ~~Securities~~products including Bong Vodka, Bong’s offices are located in Orlando, Florida.

On April 9, 2010, the Company issued an aggregate of 160,875,000 shares of its Common Stock to several entities; John F. Marchese, the Company’s sole officer and director (75,000,000), JPA Capital, LLC, a principal shareholder of the Company (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 the 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.

On April 9, 2010, the Company issued 22,000,000 shares of its Common Stock to Quest Capital Markets, Inc. upon the conversion of an aggregate of $22,000.00 of outstanding indebtedness. The original debt was 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 issuance.

Item 9.01

Financial Statements and Exhibits

Exhibits

99.1 ~~Forbearance Letter~~ Securities Exchange Agreement dated April 815, 2010 ~~between the Company and Quest Capital Markets 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: April 13, 2010	By:	/s/ John F. Marchese
Dated: April 16, 2010	By:	/s/ John F. Marchese
		John F. Marchese
		Chief Executive and Financial Officer

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