UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 20, 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
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(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. 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
By: /s/ Reginald Davis August 20, 2001
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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
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Consulting Group, Inc. ("Hudson") and Global Universal, Inc. of
Delaware (Global), to cover past 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.
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
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All notices or other information deemed required or necessary to be
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.
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2. All Securities Exchange Act of 1934 and Securities Act of 1933 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/ Richard Surber
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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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