UNITED STATES
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: August 16, 2001
Genesis Capital Corporation of Nevada
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(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
0-27831 91-1947658
(Commission File Number) (IRS Employer Identification Number)
Reginald Davis, President
11701 South Freeway, Burleson, Texas 76028
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(Address of principal executive offices)
(817) 293-9334
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(Registrant's telephone number, including area code)
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ITEM 5. Other Events
On August 8, 2001, the Genesis Capital Corporation of Nevada (GNCP) entered
into a letter of intent with Christopher Astrom to acquire a 100% interest in
Senior Residence Lifestyles, Inc. (SRL). In exchange for the 100% interest in
SRL, GNCP will issue sufficient shares of its preferred and common shares such
that Mr. Astrom will hold a 95% interest in each class of shares. SRL's plan is
to become a residential real estate development company. SRL's focus will be on
developing active adult communities which include condominium developments which
are restricted to residents fifty- five and over in the northeast portion of the
United States. Thus far, SRL has identified 5 towns in Connecticut in which SRL
plans to develop in excess of 500 condominiums. The estimated sales prices for
each unit is between $175,000 and $250,000. The profits to be derived from the
sales are expected to be $10,000,000 over the next 2 years. SRL expects to
acquire two pieces of land with a combined value of $1,500,000 within 60 days of
being acquired by GNCP. The acquisition of land is subject to obtaining the
necessary financing to consummate the transaction which is anticipated to occur
on the same date that GNCP acquires SRL.
The letter of intent is subject to a definitive agreement which is expected
to be executed and closed upon by September 17, 2001.
ITEM 7. Financial Statements and Exhibits
The following exhibit(s) are included as part of this report:
a) Binding Letter of Intent dated August 8, 2001.
Pursuant to the requirement of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Genesis Capital Corporation of Nevada
Signature Date
\s\ Reginald Davis
- ------------------------- By: August 16, 2001
Name: Reginald Davis
Title: President
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Exhibit A
Letter of Intent
To: Christopher Astrom
2921 NW 6 Ave
Miami, Florida 33127
From: Richard Surber
Hudson Consulting Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
and Reginald Davis
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, Texas 76028
and Reginald Davis
Global Universal, Inc. of Delaware
P.O. Box 6653
Fort Worth, TX 76115
Re: Genesis Capital Corporation of Nevada (GNCP) acquisition of Senior
Lifestyles Communities, Inc. (Newco), a Nevada corporation. Dear Mr.
Astrom:
We write to confirm the following general terms upon which Senior
Lifestyles Communities, Inc. a to be formed company ( "Newco") will be acquired
by Genesis Capital Corporation of Nevada, a fully reporting and publically
traded company ("GNCP"). Further, we offer additional services which will
include the drafting and filing of a Schedule 14C, Form 8K, filing of amended
articles increasing GNCP's authorized shares to 500,000,000 and a name change.
1. The Acquisition
We are prepared to transfer a ninety five percent (95%) interest in both
classes of GNCP's stock subject to the following terms and conditions:
A. Cash payment of $315,000 by Newco or Astrom, payable to
Hudson Consulting Group, Inc. ("Hudson") and Global
Universal, Inc. of Delaware (Global), to cover past
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expenses associated with maintaining GNCP. Hudson shall
be paid $100,000 and Global shall be paid $215,000. The
cash payment will be payable to Hudson and Global at
closing to compensate them for services previously
rendered on behalf of GNCP.
B. GNCP shall have $0 assets and $0 liabilities upon
acquiring Newco. Global shall be responsible for
settling all liabilities of Genesis which are shown on
its SEC filings, and will retain all of the assets
currently showing on the books of Genesis for such
services.
C. GNCP will then issue common stock and preferred stock
in an amount equal to 95% of its issued and outstanding
shares of common and preferred shares to the
shareholders of Newco in exchange for the 100%
acquisition of Newco. GNCP would then be held
approximately 95% by the shareholders of Newco and 5%
by the current shareholders. The new majority
shareholders of GNCP could then effect a name change to
reflect the business of Newco and other shareholder
actions.
D. Newco will acquire certain real estate with a gross
value of at least $1,500,000 within sixty (60) days of
closing.
E. Current management of GNCP will resign and be replaced
by officers and directors appointed by the shareholders
of Newco.
F. We expect the acquisition process to take approximately
15-30 days. Newco will provide financial statements,
audited according to US GAAP, within sixty (60) days of
closing, which financial statements will reflect
ownership of the properties referred to in paragraph 1D
herein.
G. Newco will acquire the real estate through a
wholly-owned subsidiary.
2. Services by Hudson.
Hudson will perform the below listed services as part of this
agreement. GNCP understands that the services listed below, to be
performed by Hudson, do not include legal services and GNCP would
be advised to employ its own counsel to review any work performed
by Hudson. The work to be performed by Hudson will consist of
preparing the following:
A. Hudson will prepare on behalf of GNCP stock acquisition
documentation for the purpose of Newco obtaining a
controlling interest in GNCP, and such other documents as
are necessary to effectuate the change of control of GNCP to
Newco and its shareholders.
B. Hudson will prepare and file an initial Form 8K with the SEC
to document Newco's acquisition of GNCP.
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C. Hudson will prepare a Schedule 14C to reflect the name
change and the increase of the authorized shares to
500,000,000, this is to be completed prior to the proposed
merger to insure there will be sufficient authorized capital
for the surviving corporation to complete its pre-arranged
financing. Closing date could be set for a date immediately
following the mailing of the definitive 14(c) to GNCP
shareholders.ely following the mailing of the definitive
14(c) to GNCP shareholders.
3. Deposit
Newco or Christopher Astrom will pay a non-refundable deposit of
$10,000 to Hudson which shall be credited against the $315,000 owed to
Hudson and Global for services performed in initiating the process of
GNCP's acquisition of Newco. The $10,000 will be paid to Hudson no
later than 5 days after the signing of this Letter of Intent. In the
event Newco fails to complete the closing, through no fault of GNCP,
the $10,000 deposit shall be retained by Hudson and Global as
compensation for services rendered.
4. Reverse Splits
For a period of one (1) year from closing, GNCP, under its new
directors, will not effect any reverse split of its shares. This
provision is applicable for as long as Hudson or Global hold any
shares in GNCP during the twelve (12) months following GNCP's
acquisition of Newco. The purpose of this provision is to allow both
Hudson and Global to sell 532,640 and 545,500 shares of GNCP,
respectively.
5. Payment of Fees
Hudson and Global shall be paid all fees due them on or before
closing.
6. Closing
The closing under this Letter of Intent will take place on or before
August 31, 2001. The parties shall be responsible for executing a
Definitive Acquisition, Merger or Stock Purchase Agreement (Definitive
Agreement) which shall occur on or before August 17, 2001.
7. Public Relations
Newco will enter into a public relation agreement with
www.thesubway.com for a period of no less than three months. The cost
for which is borne by Newco subsequent to the consummation of the
acquisition. The public relations effort is designed to inform the
market place as to GNCP's new business and to generate interest in
GNCP's stock.
8. Addresses
All notices or other information deemed required or necessary to be
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given to any of the parties shall be given at the following address:
Hudson Consulting, Group, Inc.
268 West. 400 South, #300
Salt Lake City, Utah 84101
801-575-8073
Attn.: Richard Surber
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, Texas 76028
Attn: Reginald Davis
AND, Senior Lifestyles Communities, Inc.
2921 NW 6 Ave
Miami, Florida 33127
Attn.: Mr. Christopher Astrom
9. The transactions which are contemplated herein, to the extent
permitted, shall be governed by and construed in accordance with the
laws of the State of Nevada.
10. Each party and its agents, attorneys and representatives shall have
full and free access to the properties, books and records of the other
party (the confidentiality of which the investigating party agrees to
retain) for purposes of conducting investigations of the other party.
11. The substance of any public announcement with respect to the
acquisition, other than notices required by law shall be approved in
advance by all parties or their duly authorized representatives.
12. Newco shall complete and pay for all necessary audits to allow filing
of financial statements required by Form 8-K within sixty (60) days of
the date of the acquisition, to allow for the required amendment of
Form 8-K within 60 days of its original filing to include required
financial statements. The cost of acquiring said financial statements
shall be the sole responsibility of Newco
13. The parties agree that any suit to enforce the provisions of this
agreement shall be brought in the Third Judicial District Court of
Salt Lake County, State of Utah, and the parties consent to personal
jurisdiction in said court and agree that venue for any suit to
enforce the provisions of this agreement shall be in Salt Lake County,
State of Utah.
1. This letter of intent shall constitute a legally binding agreement in
consideration of the respective undertakings of GNCP, Newco, Astrom,
Hudson and Global.
2. All Securities Exchange Act of 1934 and Securities Act of 1933
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filings involving Genesis are incorporate herein.
16. Counterparts. This Letter of Intent may be executed in any number
of counterparts and each counterpart shall be deemed to be an original
instrument, but all of such counterparts together shall constitute but
one agreement.
Agreed to this 8th, day of August 2001
"Newco"
By: /s/ Christopher Astrom
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Christopher Astrom, Individually and as President
Hudson Consulting Group, Inc.
By: /s/ Richard Surber
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Richard Surber, President
Genesis Capital Corporation of Nevada
By:/s/ Reginald Davis
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Reginald Davis, President
Global Universal, Inc. of Delaware
By:/s/ Reginald Davis
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Reginald Davis, President
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