UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 16, 2001
GENESIS CAPITAL CORPORATION OF NEVADA
-------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
37183K 10 6 91-1947658
----------- ----------
(CUSIP Number) (IRS Employer Identification Number)
11701 South Freeway, Burleson, Texas 76028
------------------------------------------
(Address of principal executive offices)
(817) 293-9334
--------------
(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
Check the appropriate box:
[X ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[ ] Definitive Information Statement
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ X] Fee computed on table below per Exchange Act Rules
14(c)-5(g) and 0-11. 1) Title of each class of securities to
which transaction applies: 2) Aggregate number of securities
to which transaction applies: 3) Per unit price or other
underlying value of transaction computed pursuant to Exchange
Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
1
5) Total fee paid: $125.00
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. 1) Amount Previously
Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed
- -------------------------------------------------------------------------------
GENESIS CAPITAL CORPORATION OF NEVADA
11701 South Freeway
Burleson, Texas 76028
Notice of Proposed Action by Written Consent
of a
Majority of the Outstanding Common Stock
to be taken on or about September 17, 2001.
To the Stockholders of GENESIS CAPITAL CORPORATION OF NEVADA
Notice is hereby given that upon Written Consent by the holders of a majority of
the outstanding shares of common and preferred stock of Genesis Capital
Corporation of Nevada (the "Company") intends to amend its Articles of
Incorporation to increase the number of authorized shares of common stock from
50,000,000 to 500,000,000, without changing the par value of the common stock
nor changing the number of shares of preferred stock that are authorized and
that Article III of the Articles of Incorporation be amended to reflect such
changes. The change will be effected on or after 20 days from the date this
schedule is mailed to shareholders and is expected to be on or about September
17, 2001
Only stockholders of record at the close of business on August 10, 2001 will be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Reginald Davis
----------------------------
President of the Company
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
2
GENESIS CAPITAL CORPORATION OF NEVADA
11701 South Freeway
Burleson, Texas 76028
Telephone (817) 293-9334
INFORMATION STATEMENT
ACTION BY A MAJORITY OF STOCKHOLDERS
This Information Statement is furnished to all holders of the Common Stock,
$.001 par value per share, of the Company, in connection with proposed action by
holders of a majority of the issued and outstanding shares of common and
preferred voting stock of Genesis Capital Corporation of Nevada, a Nevada
Corporation (the "Company") to change the capitalization of the Company's common
stock from Fifty Million (50,000,000) $.001 par value common shares to Five
Hundred Million (500,000,000) $.001 par value common shares. This action is
proposed to occur on or about September 17, 2001. This Information Statement is
first being mailed to stockholders on or about August 27, 2001.
Only stockholders of record at the close of business on August 10, 2001 are
entitled to notice of the action to be taken. There will be no vote on the
matters by the shareholders of the Company because the proposed action will be
accomplished by the written consent of a majority of the shareholders of the
Company as allowed by Section 78.320 of the Nevada Revised Statutes.
The Board of Directors and persons owning the majority of the outstanding voting
securities of Genesis have unanimously adopted, ratified and approved
resolutions to effect the increase in the number of authorized shares of
Genesis. No other votes are required or necessary. See the caption "Vote
Required for Approval," below. The Amendment will be filed and is expected to
become effective on or about September 17, 2001.
The Form 10-KSB filed by Genesis with the Securities and Exchange Commission may
be viewed on the Securities and Exchange Commission's web site at www.sec.gov in
the Edgar Archives. Genesis is presently "current" in the filing of all reports
required to be filed by it.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes ("the Nevada Law") do not provide for dissenter's
rights of appraisal in connection with the Recapitalization.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on August 10, 2001 as the
record date for the determination of the common shareholders entitled to notice
of proposed action by written consent.
At the record date, the Company had outstanding 2,247,911 shares of $0.001 par
value common stock and 77,755 shares of $0.001 par value preferred stock. The
3
Company's officers, directors and principal shareholders own or control in the
aggregate greater than 50% of the aggregate total of issued and outstanding
shares of Common and Preferred Stock on the Record Date, these persons have
signed a consent to the taking of this action. This consent will be sufficient,
without any further action, to provide the necessary stockholder approval of the
action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth certain information concerning the ownership of
the Company's Common and Preferred Stock as of August 10, 2001, with respect to:
(i) each person known to the Company to be the beneficial owner of more than
five percent of the Company's Common and/or Preferred Stock; (ii) all directors;
and (iii) directors and executive officers of the Company as a group. The notes
accompanying the information in the table below are necessary for a complete
understanding of the figures provided below. As of August 10, 2001, there were
2,247,911 shares of Common Stock issued and outstanding, and 77,755 shares of
Preferred Stock issued and outstanding for a total of 2,325,666 shares.
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------ ------------------------------------- --------------------- ------------
Common Stock Reginald Davis 60,076 2.59%
($0.001 par value) (President & Director) (602,576)(2) 25.9%
11701 South Freeway
Burleson, TX 76028
- ------------------ ------------------------------------- --------------------- ------------
Common Stock Jerry Conditt 12,872 0.55%
($0.001 par value) (Vice Pres. & Director)
11701 South Freeway
Burleson, TX 76028
- ------------------ ------------------------------------- --------------------- ------------
Common Stock All Executive Officers and Directors 72,948 3.13%
($0.001 par value) as a Group (615,448)(2) 26.46%
(Davis & Conditt)
- ------------------ ------------------------------------- --------------------- ------------
Common Stock Global Universal, Inc.(1) 542,500 23.32%
($0.001 par value) P.O. Box 6653
Fort Worth, TX 76115
- ------------------ ------------------------------------- --------------------- ------------
Common Stock Hudson Consulting Group, Inc. 532,640 22.90%
($0.001 par value) 268 West 400 South, Ste. 300
Salt Lake City, UT 84101
- ------------------ ------------------------------------- --------------------- ------------
Common Stock Donald Walker 250,000 10.74%
($0.001 par value) 1501 Azure Hills
Van Buren, AR 72956
- ------------------ ------------------------------------- --------------------- ------------
(1) Global Universal, Inc. is controlled by Reginald Davis.
(2) Including the Global Universal stock with Mr. Davis' personal stock.
4
NO CHANGE IN BUSINESS OR PHYSICAL LOCATION
The proposed Amendment to the Company's Articles of Incorporation will effect a
change in the capitalization of Genesis Capital Corporation of Nevada as
described herein. However, the recapitalization will not result in any change in
our business, management, location of our principal executive offices, assets,
liabilities or net worth (other than as a result of the costs incident to the
recapitalization, which are immaterial). Our management, including all directors
and officers, will remain the same after the recapitalization.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company's authorized capital consists of 50,000,000 shares of Common Stock,
$0.001 par value and 10,000,000 shares of Preferred Stock, $0.001 par value. As
of August 10, 2001 there were 2,247,911 shares of Common Stock outstanding and
77,755 shares of Preferred Stock outstanding for a total of 2,325,666 shares
outstanding. The holders of Common and Preferred Stock are entitled to vote as a
unit on all matters to come before a vote of the shareholders of the Company.
VOTE REQUIRED FOR APPROVAL
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendment discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration at an annual or special meeting and must be
approved by a majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action required
to be taken at a special or annual meeting of the stockholders of a Nevada
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power.
The Board of Directors of Genesis Capital Corporation of Nevada and persons
owning and having voting power in excess of 50% of the outstanding voting
securities of Genesis have adopted, ratified and approved the increase in
authorized shares. (see the heading "Voting Securities and Principal Holders
Thereof" above). No further votes are required or necessary to effect the
proposed amendment.
The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of 2,247,911
shares of issued and outstanding shares of the Company's $0.001 par value common
voting stock and 77,755 shares of issued and outstanding shares of the Company's
$0.001 par value preferred voting stock, for a total of 2,325,666 shares
outstanding on August 10, 2001, the record date for determining shareholders who
would have been entitled to notice of and to vote on the proposed amendment to
Genesis's Articles of Incorporation.
INCORPORATION BY REFERENCE OF CERTAIN FINANCIAL INFORMATION
The following portions of the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 2000 are incorporated herein by reference:
"Item 1. Business", "Item 5. Market Information for Common Equity and Related
Shareholder Matters", and "Item 7. Financial Statements."' The following
portions of the Company's Quarterly Report on Form 10-QSB for the period ended
June 30, 2001 are also incorporated herein
5
by reference: "Part I. Item 1: Financial Statements" and "Part I. Item 2:
Management's Discussion and Analysis of Financial Condition and Results of
Operations."' Copies of these documents are available without charge to any
person, including any beneficial holder of the Company's Common Stock to whom
this Information Statement was delivered, on written or oral request to Genesis
Capital Corporation of Nevada, 11701 South Freeway, Burleson, Texas 76028,
Attention: Secretary (telephone number: (817) 293-9334). Any statement contained
in a document all or a portion of which is incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Information
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Information
Statement except as so modified or superseded.
INCREASE IN CAPITALIZATION
The Company currently has 50,000,000 authorized shares of Common Stock, par
value $0.001 per share, of which 2,247,911 shares were outstanding on August 10,
2001. The Company currently has 10,000,000 authorized shares of Preferred Stock,
par value $0.001 per share, of which 77,755 shares were outstanding on August
10, 2001. The proposed amendment to the Company's Articles of Incorporation, if
approved by the stockholders, will authorize the Company to issue 500,000,000
shares of common stock par value $0.001. The number of authorized preferred
shares will remain the same at 10,000,000 shares of preferred stock par value
$0.001. The effect of the amendment will be to increase the number of authorized
common shares which may be issued by the Company from 50,000,000 to 500,000,000.
Since the Board of Directors believes that the currently authorized number of
shares may not be sufficient to meet anticipated needs in the immediate future,
the Board considers it desirable that the Company has the flexibility to issue
an additional amount of Common Stock without further stockholder action, unless
otherwise required by law or other regulations. The availability of these
additional shares will enhance the Company's flexibility in connection with any
possible acquisition or merger, stock splits or dividends, financings and other
corporate purposes and will allow such shares to be issued without the expense
and delay of a special stockholders' meeting, unless such action is required by
applicable law or rules of any stock exchange on which the Company's securities
may then be listed.
Presently, the Company has issued shares in both of its two authorized classes
of stock, Common Stock, par value $0.001 per share, and preferred stock, par
value $0.001 per share. All of such common and preferred shares are voting
shares and have the same voting rights. However, none of such common or
preferred shares confer any preemptive rights on the holders thereof to purchase
or receive any additional shares of the Company's Common Stock or any other
securities, rights or options for the Company's securities authorized or
acquired by the Company in the future. The Board may issue the Common Stock and
Preferred Stock authorized by the Company's Charter for such consideration as
may be fixed by the Board and for any corporate purpose without further action
by the stockholders, except as may be required by law. Each share of Preferred
Stock has dividend and liquidation preferences over common shares of the
Company. Each share of Common Stock has equal dividend rights and participates
equally upon liquidation
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
No person who has been a director or officer of the Company at any time since
the beginning of the last fiscal year, nominee for election as a director of the
Company, nor associate of the foregoing persons has any
6
substantial interest, direct or indirect, in the Company's recapitalization
which differs from that of other shareholders of the Company. No director of the
Company opposes the proposed action of recapitalizing the Company's common
shares.
ADDITIONAL INFORMATION
Additional information concerning Genesis Capital Corporation of Nevada,
including its Form 10-KSB for the year ended September 30, 2000 and Form 10-QSB
for the quarter ended June 30, 2001, which has been filed with the Securities
and Exchange Commission, may be accessed through the EDGAR archives, at
www.sec.gov and is incorporated herein by reference.
Dated: AUGUST 16, 2001
By Order of the Board of Directors
/s/ Reginald Davis
----------------------------
President of the Company
7