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TOPIC: GNOI

GNOI 8 years 4 months ago #1475

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[Re: GNOI]
Currently at .0016 x .0022. Symbol is now GNOIE since they are late with their SEC Filings.
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GNOI 8 years 4 months ago #1474

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[Re: GNOI]
What is the latest on GNOI and Millennium Prime. What happen to Millennium Prime reverse merger with Bong Spirits?
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GNOI 8 years 6 months ago #1463

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[Re: GNOI]
GNOI closed down 85% yesterday (.053 to .008) on a record 5.5mil shares traded. Investors did not like the 2000/1 reverse split!
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GNOI 8 years 6 months ago #1462

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[2000 to 1 reverse split.]
8K issued about the deal, with a 2000 to 1 reverse split!

Not sure why so many pumped this stock when there was a potential 300mil additional shares to be issued.


On June 21, 2009, Genio Group, Inc. (the “Company”) executed an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, Millennium Prime, Inc., a Nevada corporation (“Millennium Prime”), and the shareholders of Millennium Prime. The Purchase Agreement provides for the acquisition of certain assets of Millennium Prime whereby such assets will be exchanged for: (i) an aggregate of One Million (1,000,000) restricted shares of the Company Series A Preferred Stock, 1.00 par value per share (the “Series A Preferred Stock”); and (ii) an aggregate of Nine Million (9,000,000) restricted shares of the Company common stock, 0.0001 par value per share. Pursuant to the Purchase Agreement, each share of the Company’s Series A Preferred Stock shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 2.33334; divided by (ii) the total number of Series A Preferred Stock of the Company issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. In addition, each share of the Company’s Series A Preferred Stock shall automatically be converted into 1 share of common stock of the Company at any time at the option of the holder.

The Purchase Agreement contemplates that, in connection with the closing thereof, each of the current officers and directors of the Company shall resign. Immediately thereafter John Marchese shall be appointed to the board of directors, President and Chief Executive Officer of the Company.

The Purchase Agreement contains customary representations, warranties and covenants of the Company and Millennium Prime, including, among others, a covenants by each of the Company and Millennium Prime to maintain and keep its property in good condition, to perform under its agreements and to not enter into material agreements, issue shares, declare dividends, transfer assets or take other material actions without the consent of the other parties. The consummation of the transactions contemplated by the Purchase Agreement is conditioned upon, among other items, the approval of the shareholders of the Company, a reverse stock split of the common stock of the Company in an amount of two thousand (2000) shares for one (1) share; and the filing of a certificate of designation with respect to the rights and preferences of the Series A Preferred Stock.

The transactions contemplated by the Purchase Agreement have been approved by unanimous vote of the Board of Directors of the Company, the Board of Directors of Millennium Prime and the shareholders of Millennium Prime.

The anticipated closing date of the transactions contemplated by the Purchase Agreement is July 15, 2009

www.sec.gov/Archives/edgar/data/1100779/...34660/v153452_8k.htm
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GNOI 8 years 6 months ago #1460

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[Re: GNOI]
They added a statement in their recent 10Q filing that said:

"The Company reached a tentative agreement to acquire the business and operations of Millenium Prime Inc. a company engaged in the lifestyle branding and marketing of spirits."

There is alot of talk on other stock boards about about this merger (iHub). The one problem I have with the shell is that they show $0 assets and about $4.7 million of debts! Also, a portion of the debts are convertible into stock (also stated in the 10Q):

"The conversion of all of the debentures and exercise of all of the warrants would result in the issuance of approximately an additional 300,000,000 shares of common stock which would represent 85% of the Company's then issued and outstanding shares."

I owned over 100k shares in GNOI and have sold all but 500 shares.
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GNOI 8 years 7 months ago #1459

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[GNOI]
Reverse Merger with Bong Spirits
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