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): ~~August~~September 2322, 2010

MILLENNIUM PRIME, INC.

(Exact name of registrant as specified in its Charter)

Delaware	0-28459	22-3360133
(State or other jurisdiction	(Commission File No.)	~~(IRS Employer~~
of incorporation)	~~File No.)~~	(IRS Employer Identification No.)
6538 Collins Avenue, Suite 262, Miami Beach, FL		33141
(Address of principal executive offices)		(Zip Code)

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)

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~~oWritten communications ~~pursuant~~ pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 42.0201 ~~Non-Reliance~~Completion onof ~~Previously~~Acquisition or ~~Issued~~Disposition ~~Financial~~of ~~Statements~~Assets.

On ~~August~~September 2322, 2010, ~~the Company was~~Millennium ~~notified~~Prime, byInc., ~~its~~a ~~independent~~Delaware ~~accountant~~corporation ~~that~~ (the ~~disclosure~~“Company”) ~~contained~~completed inthe ~~notes~~acquisition 6of ~~and~~Bong 9Spirit toImports, ~~the~~LLC ~~financial~~(“Bong”) ~~statements~~a ~~and~~Florida inLimited ~~Item~~Liability ~~2. Sales of Unregistered~~Corporation ~~Securities as~~pursuant ~~set~~to ~~forth~~which in the Company’s ~~Form~~acquired ~~10-Q~~100% ~~filed~~of ~~with~~ the ~~Securities~~ ~~and~~outstanding ~~Exchange~~shares/membership interests ~~Commission should~~from nothe ~~longer~~equity beowners ~~relied upon because~~ of Bong ~~an error~~ in ~~such~~exchange ~~disclosures~~for ~~regarding~~an ~~the~~aggregate of ~~new~~60,000,000 ~~conversion~~shares ~~terms~~ of the Company’s ~~outstanding~~common 8%stock. ~~Series~~Out Aof ~~Convertible Debentures and~~ the ~~conversions~~60,000,000 shares of27,581,422 ~~such~~shares ~~debentures~~were ~~during~~issued to the ~~quarter~~Bong ~~ended~~equity ~~June~~owners ~~30,~~and ~~2010.~~32,318,578 shares Aswere ~~a result~~issued to former debtholders of ~~the~~Bong who agreed ~~error~~to accept the Company’s ~~recorded~~shares ~~additional~~in ~~interest~~exchange ~~expense of $108,534~~ for the ~~quarter~~foregiveness ~~ended~~of ~~June~~an aggregate 30of $3,231,858, ~~2010~~of ~~and~~debt ~~made~~owed ~~appropriate~~by ~~modifications~~Bong to ~~correct~~ ~~this~~these ~~error. The~~debtholders ~~Company’s~~and ~~Chief~~100,000 shares ~~Executive~~were ~~Officer~~reserved ~~discussed these~~for ~~matters~~future ~~with~~issuance ~~the~~upon ~~Company’s~~conversion ~~independent~~of ~~accountant~~additional debt due by Bong. The Company is ~~amending~~has ~~its~~been ~~Form~~a ~~10-Q~~marketing ~~for~~partner ~~the~~and ~~quarter~~financial investor ~~ended~~in ~~June~~Bong 30since 2009, ~~2010~~ to ~~reflect~~date the ~~proper~~ ~~disclosures~~Company has loaned Bong approximately $390,000.

Bong is an importer and distributor of alchohol products including Bong Vodka, Bong’s offices are located in Orlando, Florida.

Item 3.02 Unregistered Sales of Equity Securities

On September 24, 2010, the Company issued an aggregate of 26,67,475 shares of its common stock to ten (10) unaffiliated individuals upon the conversion of an aggregate principal amount of $985,000 of the Company’s issued and outstanding 8% Series A Convertible Debentures plus an additional $77,299 of accrued and unpaid interest. The conversion price was equal to $.04 per share. 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 September 24, 2010, the Company issued an aggregate of 59,900,000 shares to the Bong equity holders 27,581,422 and 32,318,578 shares were issued to former debtholders of Bong who agreed to accept the Company’s shares in exchange for the foregiveness of an aggregate of $3,231,858, of debt owed by Bong to these debtholders. The Company reserved 100,000 shares to be issued to Bong debtholders upon conversion of additional debt. 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.

Item 9.01 Financial Statements and Exhibits

c) Exhibits ~~None.~~

299.1 Securities Exchange Agreement dated September 22, 2010.

99.2 Financial Statements of Bong Spirit Imports LLC. (to be filed by Amendment)

99.3 Pro forma financial information (to be filed by Amendment)

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. (Registrant)
Date: August 25, 2010	By:	/s/ John F. Marchese
Dated: September 27, 2010	By:	/s/ John F. Marchese
		John F. Marchese
		John F. Marchese Chief Executive and Financial Officer
		Chief Executive and Financial Officer

Filing Compare · Millennium Prime, Inc.