SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): October 1, 2007
GENESIS
TECHNOLOGY GROUP, INC.
(Exact
name of registrant as specified in Charter)
|
Florida
|
333-86347
|
65-1130026
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification
No.)
|
7900
Glades Road, Suite 420
Boca
Raton, Florida 33434
(Address
of Principal Executive Offices)
(561)
988-9880
(Issuer
Telephone number)
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 (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Forward
Looking Statements
This
Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the section of this report entitled
“Risk Factors”) relating to Registrant’s industry, Registrant’s operations and
results of operations and any businesses that may be acquired by Registrant.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels
of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements
to
actual results. The following discussion should be read in conjunction with
Registrant’s pro forma financial statements and the related notes filed with
this Form 8-K.
In
this Form 8-K, references to “we,” “our,” “us,” the “company,” “Genesis” or the
“Registrant” refer to Genesis Technology Group, Inc., a Florida
corporation.
Item 1.01 Entry
into a Material Definitive Agreement
On
October 1, 2007, Genesis Technology Group, Inc., a Florida corporation
(“Genesis”),
executed a Share Acquisition and Exchange Agreement (“Exchange
Agreement”)
by and
among Genesis, Karmoya International Ltd., a British Virgin Islands company
(“Karmoya”),
and
the shareholders of 100% of Karmoya’s capital stock (the “Karmoya
Shareholders”).
The
following is a brief description of the terms and conditions of the Exchange
Agreement and the transactions contemplated thereunder that are material to
Genesis.
Issuance
of Preferred Stock.
At
Closing, Genesis issued 5,995,780 shares of its Series B Voting Convertible
Preferred Stock (the “Series
B Preferred Stock”)
and
597 shares of its common stock to the Karmoya Shareholders in exchange for
100%
of the capital stock of Karmoya. The shares of Series B Preferred Stock issued
are convertible, in the aggregate, into 299,789,000 shares of Genesis’s common
stock that, when combined with the 597 common shares issued to the Karmoya
Shareholders, would equal 75% of the issued and outstanding shares of Genesis’s
common stock on a fully-diluted basis if the preferred shares were to be
converted on the Closing Date.
Consulting
Agreement with Karmoya Shareholder.
Under
the Exchange Agreement, Genesis agreed to engage Cawston Enterprises, Ltd.,
a
Beijing-based consulting company and a Karmoya Shareholder, immediately
following the Closing, to assist Karmoya and Genesis in the business transition
pursuant to the Exchange Agreement, both in China and the U.S. For a period
of
six (6) months, Genesis shall pay to the consultant $25,000 per month or a
single payment, to cover the same period, of $100,000 to be paid within three
(3) days of Closing.
Conversion
of Options into Common Stock.
Under
the Exchange Agreement, Genesis also agreed to cause 8,806,250 of its
outstanding options to be converted into 1,761,250 shares of common stock,
such
that there were 7,777,343 options outstanding at Closing.
Call
of Special Shareholders’ Meeting.
Under
the Exchange Agreement, Genesis agreed to cause its board of directors to call
a
special shareholders’ meeting to be held within 60 days of the Closing to vote
upon (i) an increase in the authorized number of shares of Genesis common stock
to at least 600,000,000; or alternatively, a reverse stock split in which at
least every seven (7) shares of common stock shall be combined into one (1)
share, or a combination of the two and (ii) an increase of the authorized number
of directors.
Change
in Management.
In
connection with the Closing of this transaction, and as more fully described
in
Item 5.02 below, certain of Genesis’s directors and all of Genesis’s officers
resigned (and their respective employment agreements were terminated) and
designees of Karmoya were appointed as new directors and officers of Genesis
effective at Closing.
The
closing of this transaction (the “Closing”)
occurred on October 1, 2007 (the “Closing
Date”).
A
copy of the Exchange Agreement is included as Exhibit 2.1 to this Current Report
on Form 8-K.
Item 2.01 Completion
of Acquisition or Disposition of Assets
As
more
fully described in Item 1.01 above, on October 1, 2007, Genesis Technology
Group, Inc., a Florida corporation (“Genesis”)
executed a Share Acquisition and Exchange Agreement (“Exchange
Agreement”)
by and
among Genesis, Karmoya International Ltd., a British Virgin Islands company
(“Karmoya”),
and
the following shareholders of 100% of Karmoya’s capital stock (the “Karmoya
Shareholders”):
Wang
Shuo, Ai Yunian, Zhao Qun, Chang Zhaozhen, Cawston Enterprises Ltd., Greenview
Capital Advisors LLC, Cao Wubo, Xun Guihong, and Zhang Yihua. Separately,
Karmoya owns 100% of the capital stock of Union Well International Limited,
a
Cayman Islands company (“Union
Well”),
which
has established and owns 100% of the equity in Genesis Jiangbo (Laiyang) Biotech
Technologies Co., Ltd., a wholly foreign owned enterprise in the People’s
Republic of China (“GJBT”).
GJBT
has entered into consulting service agreements and equity-related agreements
with Laiyang Jiangbo Pharmaceutical Co., Ltd. (“Laiyang
Jiangbo”),
a
limited liability company headquartered in, and organized under the laws of,
China. Throughout this Form 8-K, Karmoya, Union Well, GJBT and Laiyang Jiangbo
are sometimes collectively referred to as the “LJ Group.”
Under
the
Exchange Agreement, on the Closing Date, we issued 5,995,780 shares of our
Series B Voting Convertible Preferred Stock (the “Series
B Preferred Stock”)
to the
Karmoya Shareholders and 597 shares of our common stock in exchange for 100%
of
the capital stock of Karmoya. The shares of Series B Preferred Stock issued
are
convertible, in the aggregate, into a number of shares of our common stock
that,
when combined with the common stock issued to the Karmoya Shareholders, would
equal 75% of the issued and outstanding shares of our common stock, if the
shares were to be converted on the Closing Date. The Closing of the Exchange
Agreement and the transactions contemplated thereunder (the “Exchange
Transaction”)
occurred on October 1, 2007.
As
a
result of the Exchange Transaction, the Karmoya Shareholders became our
controlling shareholders and Karmoya became our wholly-owned subsidiary. In
connection with Karmoya becoming our wholly owned subsidiary, we acquired the
business and operations of the LJ Group. Through various consulting service
agreements and equity-related agreements between certain LJ Group entities
(the
“LJ
Agreements”),
our
principal business activities shall continue to be conducted through the LJ
Group’s operating company in China, Laiyang Jiangbo.
In
connection with the Exchange Agreement, we agreed to form and issue voting
only
preferred stock to a major Karmoya shareholder, so that such shareholder would
hold a majority of the outstanding Genesis voting securities after the Closing.
This was a material inducement into causing Karmoya and their shareholders
to
enter into the Exchange Transaction.
The
Karmoya Shareholders have acknowledged that the current assets of Genesis will
be distributed to the Genesis shareholders other than the former Karmoya
Shareholders and their assignees or transferees.
In
this
Form 8-K, references to the “combined entity” refer to Genesis and the LJ Group
entities as a combined entity. Copies of the LJ Agreements are included as
Exhibits 99.1 to 99.5 to this Current Report on Form 8-K
Item 3.02 Unregistered
Sales of Equity Securities
As
more
fully described in Items 1.01 and 2.01 above, in connection with the Exchange
Agreement, on the Closing Date, we issued
5,995,780
shares
of our Series B Preferred Stock and 597 shares of our common stock to the
Karmoya Shareholders in exchange for 100% of the capital stock of Karmoya.
Reference is made to the disclosures set forth under Items 1.01 and 2.01 of
this
Current Report on Form 8-K, which disclosures are incorporated herein by
reference. The shares of Series B Preferred Stock issued are convertible, in
the
aggregate, into a number of shares of our common stock that, when combined
with
the 597 shares of our common stock, would equal 75% of the outstanding shares
of
our common stock (on a fully-diluted basis) if the shares were to be converted
on the Closing Date. Under the terms of conversion, each share of Series B
Preferred Stock will not be convertible into common stock unless and until
we
amend our Articles of Incorporation to increase the authorized number of shares
of common stock available for issuance in an amount sufficient to permit the
conversion of all the shares of Series B Preferred Stock, and all of our other
convertible securities and instruments into common stock. As of the Closing
Date, we had not amended our Articles of Incorporation to effectuate such an
increase in authorized common stock. However, at such time as we effectuate
such
an increase in our authorized common stock, each share of Series B Preferred
Stock will automatically convert into fifty (50) fully paid and nonassessable
shares of our common stock. The issuance of the Series B Preferred Stock to
the
Karmoya Shareholders pursuant to the Exchange Agreement was exempt from
registration under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(2) and/or Regulation D thereof. We made this
determination based on the representations of the Karmoya Shareholders which
included, in pertinent part, that such shareholders were (a) "accredited
investors" within the meaning of Rule 501 of Regulation D promulgated under
the
Securities Act., and that such shareholders were acquiring our common stock,
for
investment purposes for their own respective accounts and not as nominees or
agents, and not with a view to the resale or distribution thereof, and that
each
member understood that the shares of our common stock may not be sold or
otherwise disposed of without registration under the Securities Act or an
applicable exemption therefrom.
Item 5.01 Changes
in Control of Registrant.
As
more
fully described in Items 1.01 and 2.01 above, on October 1, 2007, Genesis
Technology Group, Inc., a Florida corporation (“Genesis”)
executed a Share Acquisition and Exchange Agreement (“Exchange
Agreement”)
by and
among Genesis, Karmoya International Ltd., a British Virgin Islands company
(“Karmoya”),
and
the shareholders of 100% of Karmoya’s capital stock (the “Karmoya
Shareholders”).
The
Closing of this transaction occurred on October 1, 2007. Reference is made
to
the disclosures set forth under Items 1.01 and 2.01 of this Current Report
on
Form 8-K, which disclosures are incorporated herein by reference.
Under
the
Exchange Agreement, on the Closing Date, we issued 5,995,780 shares of our
Series B Voting Convertible Preferred Stock (the “Series
B Preferred Stock”)
and
597 shares of our common stock to the Karmoya Shareholders in exchange for
100%
of the capital stock of Karmoya. As a result of this transaction, the Karmoya
Shareholders acquired control of our company because the shares of Series B
Preferred Stock entitle the Karmoya Shareholders to voting rights with respect
to any and all matters presented to our shareholders for their action or
consideration that is equal to the number of shares of our outstanding shares
of
common stock in which such shares are convertible. The shares of Series B
Preferred Stock acquired by the Karmoya Shareholders are convertible, in the
aggregate, into a number of shares of our common stock that, when combined
with
the 597 shares of our common stock, would equal 75% of the outstanding shares
of
our common stock (on a fully-diluted basis) if the shares were to be converted
on the Closing Date. Each share of our outstanding common stock entitles the
holders of common stock to one vote. Thus, the Karmoya Shareholders hold 75%
or
the majority number of voting shares of our company on a fully diluted basis.
In
connection with this change in control, and as explained more fully in Item
5.02
below, effective October 1, 2007, Gary Wolfson, Adam Wasserman and Kenneth
Clinton each resigned as our Chief Executive Officer, Chief Financial Officer,
and President, respectively. In addition, effective October 1, 2007, Gary
Wolfson, Kenneth Clinton, and Dr. Shaohua Tan each resigned as members of our
board of directors. Further, effective October 1, 2007, we appointed the
following new directors and officers:
|
Name
|
|
Age
|
|
Position
|
|
Cao
Wubo
|
|
42
|
|
Chief
Executive Officer and Chairman of the Board
|
|
Elsa
Sung
|
|
33
|
|
Chief
Financial Officer
|
|
Xu
Haibo
|
|
36
|
|
Vice
President, Chief Operating Officer and Director
|
|
Dong
Lining
|
|
47
|
|
Vice
President, Director of Technology
|
|
Yang
Weidong
|
|
36
|
|
Vice
President, Director of Sales
|
|
Xin
Jingsheng
|
|
52
|
|
Director
of Equipment
|
|
Xue
Hong
|
|
39
|
|
Controller
|
|
Feng
Xiaowei
|
|
40
|
|
Director
|
|
Huang
Lei
|
|
24
|
|
Director
|
|
Ge
Jian
|
|
36
|
|
Director
|
|
Zhang
Yihua
|
|
26
|
|
Director
|
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As
more
fully described in Items 1.01, 2.01 and 5.01 above, on October 1, 2007, Genesis
Technology Group, Inc., a Florida corporation (“Genesis”)
executed a Share Acquisition and Exchange Agreement (“Exchange
Agreement”)
by and
among Genesis, Karmoya International Ltd., a British Virgin Islands company
(“Karmoya”),
and
the shareholders of 100% of Karmoya’s capital stock (the “Karmoya
Shareholders”).
The
Closing of this transaction occurred on October 1, 2007. Reference is made
to
the disclosures set forth under Items 1.01, 2.01 and 5.01 of this Current Report
on Form 8-K, which disclosures are incorporated herein by
reference.
(a) Resignation
of Directors
Effective
October 1, 2007, Gary Wolfson, Kenneth Clinton, and Dr. Shaohua Tan
(individually, a “Resigning
Director”
and
collectively, the “Resigning
Directors”)
resigned as members of our board of directors. There were no disagreements
between any Resigning Director and any of our officers or directors. We provided
a copy of the disclosures we are making in response to this Item 5.02 to
the Resigning Directors and informed each Resigning Director that he may furnish
the company as promptly as possible with a letter stating whether he agrees
or
disagrees with the disclosures made in response to this Item 5.02, and that
if he disagrees, then the company requests that he provide the respects in
which
he does not agree with the disclosures. We will undertake to file any letter
received from a Resigning Director, if any, as an exhibit to an amendment to
this current report on Form 8-K within two business days after receipt.
(b) Resignation
of Officers
Effective
October 1, 2007, Gary Wolfson resigned as our Chief Executive Officer, Adam
Wasserman resigned as our Chief Financial Officer, and Kenneth Clinton resigned
as our President.
(c) Appointment
of Officers
Effective
October 1, 2007, the following persons were appointed as our newly appointed
officers (individually, a “New
Officer”
and
collectively, the “New
Officers”):
|
Name
|
|
Age
|
|
Position
|
|
Cao
Wubo
|
|
42
|
|
Chief
Executive Officer and Chairman of the Board
|
|
Elsa
Sung
|
|
33
|
|
Chief
Financial Officer
|
|
Xu
Haibo
|
|
36
|
|
Vice
President, Chief Operating Officer and Director
|
|
Dong
Lining
|
|
47
|
|
Vice
President, Director of Technology
|
|
Yang
Weidong
|
|
36
|
|
Vice
President, Director of Sales
|
|
Xin
Jingsheng
|
|
52
|
|
Director
of Equipment
|
|
Xue
Hong
|
|
39
|
|
Controller
|
There
are
no family relationships among any of our officers or directors. None of the
New
Officers currently has an employment agreement with Genesis. Other than the
Exchange Transaction, there are no transactions, since the beginning of our
last
fiscal year, or any currently proposed transaction, in which Genesis was or
is
to be a participant and the amount involved exceeds the lesser of $120,000
or
one percent of the average of Genesis’s total assets at year-end for the last
three completed fiscal years, and in which any of the New Officers had or will
have a direct or indirect material interest. Other than the Exchange
Transaction, there is no material plan, contract or arrangement (whether or
not
written) to which any of the New Officers is a party or in which any New Officer
participates that is entered into or material amendment in connection with
our
appointment of the New Officers, or any grant or award to any New Officer or
modification thereto, under any such plan, contract or arrangement in connection
with our appointment of the New Officers.
The
following is a brief description of the business experience of each New
Officer:
Cao
Wubo,
age 42,
has served as the chairman and general manager of Laiyang Jiangbo since 2003,
and shall serve as Chairman and CEO of the combined entity. Mr. Cao was born
in
September 1965 and is of Chinese nationality. He graduated from Tsinghua
University with a masters degree. From 1981 to 1988, Mr. Cao completed his
military service in the Chinese Army, during which he was sales section director
in Laiyang Yongkang Pharmaceutical Factory. From 1988 to 1998, he continued
working in Laiyang Yongkang Pharmaceutical Factory as Marketing Manager. From
1998 until 2003, he was general manager of Laiyang Jiangbo Pharmacy Co. Ltd.
and
Laiyang Jiangbo Chinese and Western Pharmacy Co. Ltd. Since 2003, he has been
chairman and general manager of Laiyang Jiangbo Pharmaceutical Co. Ltd. He
is
the founder of Laiyang Jiangbo Pharmacy Co. Ltd., Laiyang Jiangbo Chinese and
Western Pharmacy Co. Ltd., and Laiyang Jiangbo Pharmaceutical Co.
Ltd.
Elsa
Sung,
age 33,
is currently Vice President of CFO Oncall, Inc. and shall serve as Chief
Financial Officer of the combined entity. Prior to joining CFO Oncall, Inc.,
Ms.
Sung was an Audit Manager at Sherb & Co., Boca Raton, Florida. She was
responsible for managing, monitoring, as well as performing audits for domestic
and international clients. Ms. Sung was primarily responsible for providing
assurance services to public companies located in China. Before joining Sherb
& Co., Ms. Sung was a Senior Internal Auditor at Applica Consumer Products,
Inc., a U.S. public traded company. Prior to this, Ms. Sung was with Ernst
&
Young, LLP in West Palm Beach, Florida as a Senior Auditor in the Assurance
and
Advisory Business Service Group. Ms. Sung is a licensed CPA in the State of
Georgia and a member of the American Institute of Certified Public Accountants.
She received her Master of Business Administration and Bachelor’s Degree,
graduated “Cum Laude”, in Accounting from Florida Atlantic University. She also
holds a Bachelor’s Degree in Sociology from National Chengchi University in
Taipei, Taiwan.
Xu
Haibo,
age 36,
has served as a deputy general manager of Laiyang Jiangbo since August 2006,
and
shall serve as Vice President and COO of the combined entity. Mr. Xu was born
in
October 1970 and is of Chinese nationality. He graduated from Shanghai Financial
and Economic University on July 1, 1993 and has engaged in a banking career
for
more than ten years. From July 1993 to July 2004, he worked in the Bank of
China
Yantai Branch as Credit Clerk in the Credit Department, Section Chief in the
Operation Department, Governor of the Bank of China Yantai Fushan Branch, and
Director of the Risk Control Department in the Bank of China Yantai Branch.
From
August 2004 to July 2006, he was general manager of Shandong Province Licheng
Investment Co. Ltd. From August 2006 until the present, he has been the deputy
general manager of Laiyang Jiangbo Pharmaceutical Co. Ltd. Mr. Xu has a national
registered accountant certificate in China.
Dong
Lining,
age 47,
has served as deputy manager of Laiyang Jiangbo since July 2003 and shall
continue to serve as Vice President and Director of Technology of the combined
entity. Mr. Lining was born in born in January 1960 and is of Chinese
nationality. He graduated from Shandong Pharmacy University in 1995. From July
1986 to July 2003, he worked in Laiyang Biochemistry Pharmaceutical Factory,
where he was a checker, technologist, workshop director, product technology
section chief, technology deputy factory director, and factory director. He
has
been deputy manager of Laiyang Jiangbo Pharmaceutical Co. Ltd. from July 2003
until now. He has published several pharmaceutical thesis articles in magazines
such as, Chinese Biochemical Medical Magazin, Food and Drug, and China New
Clinical Medicine.
Yang
Weidong,
age 36,
has served as a deputy general manager for Laiyang Jiangbo since August 2004
and
shall continue to serve as Vice President and Director of Sales of the combined
entity. Mr. Yang was born in 1971 and is of Chinese nationality. He graduated
from Nanjing University with a masters degree. From February 1995 to March
2000,
he worked at Jiangsu Yangtze Pharmaceutical Co. Ltd as a sales clerk. From
April
2000 to July 2004, he was area director in Jiangsu Jizhou Pharmaceutical Co.
Ltd. Since August 2004, he has been deputy general manager in Laiyang Jiangbo
Pharmaceutical Co. Ltd.
Xin
Jingsheng,
age 52,
has served as a deputy general manager of Laiyang Jiangbo since October 2003
and
shall continue to serve as Director of Equipment of the combined entity. Mr.
Xin
was born in July 1955 and is of Chinese nationality. He graduated from the
Chinese People’s Liberation Army Shengqing Engineering Institute in August 1978.
Mr. Xin has experience as a member of a group of trained personnel at 54685
Army
Pharmacy from April 1983 to August 2001 and at China Laiyang Construction Bureau
from August 2001 to September 2003. Since October 2003, he has been deputy
general manager in China Laiyang Jiangbo Pharmaceutical Co. Ltd. He has been
engaged in the pharmaceutical industry for more than 20 years, and his varied
experience includes positions as a technician, engineer assistant, engineer,
deputy factory director, factory director and deputy general manager. He has
participated in industry training held by the Chinese National Drug Supervising
Department and Shandong Drug Supervising Department and is very familiar with
laws and statutes in the Chinese pharmaceutical industry.
Xue
Hong,
age 39,
has served as finance controller of Laiyang Jiangbo since April 2003 and shall
continue to serve as Controller of the combined entity. Ms. Xue was born in
November 1967 and is of Chinese nationality. From July 1988 to March 1989,
she
worked in Qingzhou Iron and Steel Works as quality control inspector and
auditor. From March 1999 to March 2000, she was accountant in Laiyang Yongkang
Company. From March 2000 to September 2003, she was chief accountant of Laiyang
Jiangbo Pharmacy. From April 2003 until now, she has served as the finance
controller for Laiyang Jiangbo Pharmaceutical Co. Ltd.
(d) Appointment
of Directors
Effective
October 1, 2007, the following persons were appointed as new members of our
board of directors (individually, a “New
Director”
and
collectively, the “New
Directors”):
|
Name
|
|
Age
|
|
Position
|
|
Cao
Wubo (1)
|
|
42
|
|
Chairman
of the Board of Directors
|
|
Xu
Haibo (1)
|
|
36
|
|
Director
|
|
Feng
Xiaowei
|
|
40
|
|
Director
|
|
Huang
Lei
|
|
24
|
|
Director
|
|
Ge
Jian
|
|
36
|
|
Director
|
|
Zhang
Yihua
|
|
29
|
|
Director
|
(1)
A
description of the business experience of this director can be found above
in
the section titled “Appointment of Officers.”
There
are
no family relationships among any of our officers or directors. None of the
New
Directors has been named or, at the time of this Current Report, is expected
to
be named to any committee of the board of directors. Other than the Exchange
Transaction, there are no transactions, since the beginning of our last fiscal
year, or any currently proposed transaction, in which Genesis was or is to
be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of Genesis’s total assets at year-end for the last three
completed fiscal years, and in which any of the New Directors had or will have
a
direct or indirect material interest. Other than the Exchange Transaction,
there
is no material plan, contract or arrangement (whether or not written) to which
any of the New Directors is a party or in which any New Director participates
that is entered into or material amendment in connection with our appointment
of
the New Directors, or any grant or award to any New Director or modification
thereto, under any such plan, contract or arrangement in connection with our
appointment of the New Directors.
The
following is a brief description of the business experience of each New
Director:
Feng
Xiaowei,
age 40,
was born in August 1967 and is of Chinese nationality. Mr. Feng graduated from
Dalian Jiaotong University Railway Locomotive & Car Department with a
bachelors degree and Jilin University Postgraduate Research Institute Foreign
Economic Law Department with a masters degree. Over the course of his career,
he
has been procurator in Shenyang Railroad Transportation Procuratorate, associate
professor in Jilin University, counsel in China Jilin International Trust and
Investment Corporation, expert commissary of China Strategy and Administration
Association, and deputy secretary-general of the “China Strengthening
Self-Innovative Capacity and Building Innovative Nation Forum”. He has
participated in the Research on National Economic Development Strategy and
in
the subject investigation of Beijing Olympic Games, Guangzhou Development Zone
and Tianjin Development Zone. He has been commissioner of Yunnan Province Policy
and Economic Development Task Team, commissioner of the Xinjiang Uygur
Autonomous Region Policy and Economic Development Task Team and commissioner
of
the China Shi Hezi National Economic Development Zone Task Team. He is the
founder of the Chinese Young People Network Home Co. Ltd., and has presided
over
the China Young People Card Project.
Huang
Lei,
age 24,
was born in July 1983 and is of Chinese nationality. Ms. Huang graduated from
Kwantlen University College in Canada. She also earned her MBA degree from
the
University of British Columbia in October 2006. From November 2006 to 2007,
she
was marketing manager in CúC Top Enterprises Ltd. While a student, Ms. Huang has
published articles on business administration at Canada Weekly and school
magazines, and earned the Best International Student Scholarship and a full
scholarship. Ms. Huang speaks English, French, Mandarin and Cantonese, and
has a
working knowledge of accountancy and business administration.
Ge
Jian,
age 36,
was born in January 1971 and is of Chinese nationality. Mr. Ge Jian graduated
from Shandong University Management Sciences Department with a Bachelor of
Business Administration in 1992. From 1992 to the end of 2000, he worked for
the
Development and Reform Commission of Yantai. From 2001 to 2006, he was minister
of Capital Operation Department and minister of Development Department in
Zhenghai Group Co. Ltd., and director of Yantai Hualian Development Group Co.
Ltd. At present, he is general manager of Yantai Zhenghai Pawn Co. Ltd.
Zhang
Yihua,
age 29,
has served as a director of Laiyang Jiangbo since November 2003. Ms. Zhang
was
born in July 1978 and is of Chinese nationality. She graduated from Shandong
Economic Institute in July 2001. From September 2001 to August 2003, she was
minister of human resources department in Yantai Huafa Pharmaceutical Co. Ltd.,
and from September 2002 to October 2003, she was also manager of the Labor
and
Personnel Department and General Manager Assistant. Since November 2003, she
has
been a director of Laiyang Jiangbo Pharmaceutical Co. Ltd. After years of
dealing with enterprise administration and management work, she has a deep
understanding about enterprise operations of administration and management.
Item 9.01 Financial
Statement and Exhibits.
(a)
Financial Statements of Business Acquired
The
financial statements of Karmoya will be filed within 71 calendar days after
the
date that this Form 8-K is required to be filed.
(b)
Pro Form Financial Information
The
pro
forma financial statements of Karmoya will be filed within 71 calendar days
after the date that this Form 8-K is required to be filed.
(d)
Exhibits
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
2.1
|
|
Share
Acquisition and Exchange Agreement by and among Genesis, Karmoya
and
Karmoya Shareholders dated October 1, 2007
|
| |
|
|
|
99.1
|
|
Consulting
Services Agreement between Genesis Jiangbo (Laiyang) Biotech Technologies
Co., Ltd., and Laiyang Jiangbo Pharmaceutical Co., Ltd. dated September
21, 2007 (English Translation)
|
| |
|
|
|
99.2
|
|
Equity
Pledge Agreement between Genesis Jiangbo (Laiyang) Biotech Technologies
Co., Ltd., and Laiyang Jiangbo Pharmaceutical Co., Ltd. dated September
21, 2007 (English Translation)
|
| |
|
|
|
99.3
|
|
Operating
Agreement between Genesis Jiangbo (Laiyang) Biotech Technologies
Co.,
Ltd., and Laiyang Jiangbo Pharmaceutical Co., Ltd. dated September
21,
2007 (English Translation)
|
| |
|
|
|
99.4
|
|
Proxy
Agreement between Genesis Jiangbo (Laiyang) Biotech Technologies
Co.,
Ltd., and Laiyang Jiangbo Pharmaceutical Co., Ltd. dated September
21,
2007 (English Translation)
|
| |
|
|
|
99.5
|
|
Option
Agreement between Genesis Jiangbo (Laiyang) Biotech Technologies
Co.,
Ltd., and Laiyang Jiangbo Pharmaceutical Co., Ltd. dated September
21,
2007 (English Translation)
|
| |
|
|
|
99.6
|
|
Letter
of Resignation from Gary Wolfson to the Board of
Directors.
|
| |
|
|
|
99.7
|
|
Letter
of Resignation from Kenneth Clinton to the Board of
Directors.
|
| |
|
|
|
99.8
|
|
Letter
of Resignation from Shaohua Tan to the Board of
Directors.
|
| |
|
|
|
99.9
|
|
Letter
of Resignation from Adam Wasserman to the Board of
Directors.
|
| |
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
|
GENESIS
TECHNOLOGY GROUP, INC.
|
| |
|
|
By:
|
/s/
Cao Wubo
|
|
|
Cao
Wubo
|
|
|
President
and Chief Executive Officer
|
Dated:
October 1, 2007