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): ~~July~~August 1623, 2010

MILLENNIUM PRIME, INC.

(Exact name of registrant as specified in its Charter)

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

(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:

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

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

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

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

Item 14.0102 ~~Entry~~Non-Reliance ~~Into~~on ~~a Material~~Previously ~~Definitive~~Issued ~~Agreement~~Financial Statements

On ~~July~~August 1623, 2010, ~~Millennium~~the ~~Prime,~~Company was ~~Inc.,~~notified aby ~~Delaware~~its ~~corporation~~independent (accountant that the ~~“Company”)~~disclosure ~~entered~~contained ~~into~~in annotes ~~Amendment~~6 and 9 to the financial statements and in Item 2. Sales of Unregistered Securities as ~~Exchange~~set ~~Agreement~~forth ~~originally~~in ~~entered~~the ~~into~~Company’s onForm ~~April~~10-Q ~~15,~~filed ~~2010~~ with the ~~principal~~Securities ~~shareholders/members~~and ofExchange ~~Bong~~Commission should ~~Spirit~~no ~~Imports,~~longer ~~LLC~~be ~~(“Bong”)~~relied ~~a Florida~~upon ~~Limited~~because ~~Liability~~of ~~Corporation~~an ~~pursuant~~error toin ~~which~~such disclosures regarding the ~~Company~~new ~~agreed~~conversion toterms ~~increase~~of the ~~number~~Company’s ofoutstanding ~~shares~~8% ofSeries ~~its~~A ~~common~~Convertible ~~stock~~Debentures ~~from~~and ~~30,000,000~~the ~~to 60,000,000 to~~conversions ~~acquire~~of ~~100%~~such ofdebentures during the ~~outstanding~~quarter ~~shares/membership~~ended ~~interests~~June ~~Bong~~30, 2010. ~~The~~As a ~~closing~~result of ~~this~~the ~~transaction~~error isthe ~~subject~~Company torecorded aadditional ~~number~~interest expense of ~~conditions including but~~$108,534 ~~limited~~for to the ~~Company~~quarter ~~providing~~ended ~~Bong~~June ~~with $400~~30,~~000~~ of2010 ~~capital~~and atmade ~~the~~appropriate modifications to ~~Closing~~correct this error. The Company’s ~~anticipates~~Chief ~~that~~Executive ~~the~~Officer ~~closing~~discussed these ~~will~~matters ~~occur~~with ~~within 30~~the ~~days~~Company’s independent accountant. The Company is ~~has~~amending ~~been~~its aForm ~~marketing~~10-Q ~~partner~~for ~~and~~the ~~financial investor~~quarter inended ~~Bong~~June ~~since 2009~~30, 2010 to ~~date~~reflect the ~~Company has loaned Bong approximately~~ ~~$390,000~~proper disclosures.

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

Item 9.01 Financial Statements and Exhibits

c) Exhibits None.

99.1 Amendment to Securities Exchange Agreement dated July 16, 2010.

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)
Dated: July 20, 2010	By:	/s/ John F. Marchese
Date: August 25, 2010	By:	/s/ John F. Marchese
		John F. Marchese
		Chief Executive Officer
		Chief Executive and Financial Officer

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