SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
August 18, 2005
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Date of Report
(Date of earliest event reported)
THE AUTOLINE GROUP, INC.
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(Exact name of registrant as specified in its charter)
Utah 000-49817 87-0671592
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
5442 South 900 East #125
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
(310) 795-0252
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(Registrant's Telephone Number)
N/A
---
(Former Name or Former Address if changed Since Last Report)
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 14-a-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))
Item 1.01 Entry into a Material Definitive Agreement
(a) Effective as of August 18, 2005, the Registrant, ("Autoline," the
"Company," "we," "our," "us" and words of similar import); Autoline
Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of
Autoline ("Subsidiary"); and GeNOsys, Inc., a Nevada corporation ("GeNOsys");
executed an Agreement and Plan of Merger (the "Merger Agreement"), whereby
Subsidiary merged with and into GeNOsys with GeNOsys being the surviving
entity and becoming a wholly-owned subsidiary of ours; and whereby each one
(1) share of issued and outstanding common stock of GeNOsys (the "GeNOsys
Shares") were exchanged by the GeNOsys stockholders (the "GeNOsys
Stockholders") for one (1) share of our common stock, amounting to 40,000,000
shares in the aggregate, all "restricted securities" as defined in Rule 144
(the "Merger").
Our Board of Directors conditioned the completion of the Merger Agreement
on the execution and delivery of a Compromise and Settlement Agreement (the
"Settlement Agreement") by and among 1017975 Alberta Ltd., a corporation
incorporated under the laws of the Province of Alberta ("1017975"); the
shareholders of 1017975 (the "1017975 Shareholders"); John W. R. Miller
("Miller") and Christie M. Woodruff ("Woodruff"), both of whom are directors
and
executive officers of GeNOsys, and GeNOsys, a copy of which is attached hereto
and incorporated herein by reference, and under which we are a third party
beneficiary, along with the execution and delivery of a Shareholder Consent to
Proposed Merger (the "Shareholder Consent") by each of the GeNOsys
Stockholders,
a copy of which is attached hereto and incorporated herein by reference.
There
were no dissenters to the Merger. See Item 9.01, Exhibits A and B of Exhibit
2.1.
As a part of the execution and delivery of the Settlement Agreement,
Miller, Woodruff, Larry Kincade ("Kincade") and Richard Bayly ("Bayly")
executed and delivered a Technology Transfer Agreement (the "Technology
Transfer Agreement") that is attached hereto and incorporated herein by
reference and by which Miller, Woodruff, Kincade and Bayly assigned all of
their right, title and interest in the technology (the "Technology") listed in
the Technology Agreement to GeNOsys. See Item 9.01, Exhibit C of Exhibit 2.1.
The combination of these entities was treated as a "reverse" purchase for
accounting purposes, with GeNOsys becoming our wholly-owned subsidiary on the
closing of the Merger Agreement.
To the knowledge of our management and based upon a review of the
stock ledger maintained by our transfer agent and registrar, the following
table sets forth the beneficial ownership of persons who owned more than five
percent of our common stock prior to the closing of the Merger, and the share
holdings of the then members of our management, such computations being based
upon the 2,556,500 shares of our common stock that were then outstanding:
Name Positions Held Shares Owned %
- ---- -------------- ------------- --
Steven Brand Stockholder 237,500 9.3%
885 E. Three Fountains Dr. #212
Salt Lake City, UT 84107
Elinore Doolin* Stockholder 235,000 9.2%
8439 South Sun Valley Dr.
Sandy, UT 84093
James P. Doolin President and 1,000,000 39.1%
5130 S. Fort Apache, #215-413 Director
Las Vegas, Nevada 89148
Cory Powers Stockholder 237,500 9.3%
864 Northcrest
Salt Lake City, UT 84103
Quad D LTD Partnership* Stockholder 240,000 9.4%
Sharlene Doolin
5 Pepperwood Drive
Sandy, UT 84092
Burke Staker Secretary/ 500,000 19.5%
10292 So. Dimple Dell Road Treasurer and
Sandy, UT 84092 Director
TOTAL 2,450,000 95.8%
* Sharlene Doolin is deemed a beneficial owner of these shares as she
is the general partner of Quad D LTD Partnership; and she is the
mother of James Doolin. She is also the daughter-in-law of Elinore
Doolin.
To the knowledge of our management and based upon a review of the stock
ledger maintained by our transfer agent and registrar, the following table
sets forth the beneficial ownership of persons who owned more than five
percent of our common stock following the closing of the Merger, and the share
holdings of the new members of our management, such computations being based
upon the 42,556,500 shares of our common stock that are or will be outstanding
following the closing of the Merger:
Name Positions Held Shares Owned %
- ---- -------------- ------------ ---
John W. R. Miller President and 25,068,592* 58.9%
5063 N. Riverpark Way Director
Provo, Utah 84604
Christie Melanie Woodruff Secretary/ 195,000* 0.46%
5063 N. Riverpark Way Treasurer and
Provo, Utah 84604 Director
Clark M. Mower Director 8,357,864 19.6%
5509 Mountain View Drive
Mountain Green, Utah 84050
Smith Consulting Services, Inc. Stockholder 3,800,000 8.9%
455 East 500 So., #201
Salt Lake City, Utah 84111
* These amounts include 120,000 shares which are jointly owned by
John W. R. Miller and Christie Melanie Woodruff.
By virtue of the percentage of our common stock acquired under the Merger
by the GeNOsys Stockholders, this Merger is deemed to have involved a "change
of control" of our Company.
The source of the consideration used by the GeNOsys Stockholders to
acquire their interests in our Company was the exchange of their respective
GeNOsys Shares as outlined above.
The primary basis of such "control" by the GeNOsys Stockholders is stock
Ownership and/or executive officer or director positions.
The following are the principal terms of the Merger Agreement:
1. Subsidiary merged with and into GeNOsys, with GeNOsys being the
Surviving Corporation (as defined therein); the separate existence of
Subsidiary ceased.
2. Each one (1) GeNOsys Share was exchanged for one (1) share of our
common stock, amounting to 40,000,000 shares in the aggregate.
3. James P. Doolin ("Doolin"), our former President and director, in
consideration of the sum of $25,000 in cash that we have the 30 day option of
paying by the conveyance of the outstanding voting securities of our other
wholly-owned subsidiary, The Autoline Group 2, Inc., which is engaged in the
purchase and sale of automobiles, executed and delivered an Indemnification
Agreement regarding the payment and personal indemnification of us and GeNOsys
from and against any breach of warranty or false representation made in the
Merger Agreement and any and all past liabilities of any type or nature
whatsoever of ours existing immediately prior to the closing, and which
included but were not limited to our expenses related to the negotiation and
the closing of the Merger Agreement, and the compromise and settlement of any
amounts due and owing by us to Mr. Doolin for advances, loans or services to
or for the benefit of us or otherwise that were incurred by us prior to
closing.
As of the closing of the Merger Agreement, and including our currently
outstanding shares, there are or will be on issuance, 42,556,500 post-Merger
outstanding shares of our common stock.
A copy of the Merger Agreement, including all material exhibits
and related instruments, accompanies this Current Report, which, by this
reference, is incorporated herein; the foregoing summary is modified in its
entirety by such reference. See Item 9.01, Exhibit 2.1.
Item 2.01 Completion of Acquisition or Disposition of Assets.
(a) See Item 1.01 above.
(b) Pursuant to the Technology Transfer Agreement, certain intellectual
property rights (the "Technology Rights") to the technologies
described in the patents, patent applications and design
registration and design application described therein, were sold,
transferred and assigned to GeNOsys.
(c) The Technology Rights were sold, transferred and assigned by Miller,
Woodruff, Kincade and Bayly, all of whom were 1017975 Shareholders.
Following the closing of the Merger, Miller and Woodruff became
directors of our Company and the President and Secretary/Treasurer,
respectively, of our Company.
(d) The purchase price paid for the Technology Rights was $20.00, which was
paid by the issuance to Miller, Woodruff, Kincade and Bayly of a
total of 200,000 shares of the GeNOsys Shares, 75,000 shares each to
Miller and Woodruff and 25,000 shares each to Kincade and Bayly.
Item 3.02 Unregistered Sales of Equity Securities.
See Items 1.01 and 2.01 above.
Item 5.01 Changes in Control of Registrant.
See Items 1.01 and 2.01 above.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
See Items 1.01 and 2.01 above.
Pursuant to the Merger Agreement, the current officers and directors of
GeNOsys became members of our Board of Directors and our executive officers,
to serve until the next respective annual meetings of our stockholders and our
Board of Directors and until their respective successors are elected and
qualified or until their prior resignations or terminations. Effective on
August 18, 2005, they were: John W. R. Miller, President and Director;
Christie M. Woodruff, Secretary/Treasurer and Director; and Clark M. Mower,
Director. Our directors and executive officers, James P. Doolin and Burke
Staker, resigned, in seriatim, on closing of the Merger.
The following delineates certain information concerning our newly
designated directors and executive officers:
Positions
Positions with with
Name Age the Company GeNOsys
---- --- ----------- -------
John W. R. Miller President and President and
Director Director
Clark M. Mower Director Director
Christie M. Woodruff Secretary/Treasurer Secretary/
and Director Treasurer and
Director
Directors are elected by our stockholders to serve until the next
annual meeting of our stockholders or until their successors have been elected
and have duly qualified. Officers are appointed to serve until the annual
meeting of our Board of Directors following the next annual meeting of our
stockholders and until their successors have been elected and have qualified.
The following is a summary of the business experience of each of our
current directors and executive officers:
John W. R. Miller. Mr. Miller is 55 years old. In 2003, he co-founded
Alberta 1017975 with Christie Woodruff. From 2001 to 2003, Mr. Miller was
self-employed. Mr. Miller was the President and a Co-Founder of Pulmonox
Research and Development Corp., a biotechnology corporation, where he worked
from 1990 to 2001, where he was responsible for the FDA approval of inhaled
nitric oxide therapy. Mr. Miller sold his interest in Pulmonox in 2001. Mr.
Miller received a B.S. Degree in Education/Business from Brigham Young
University in 1972.
Clark M. Mower. Mr. Mower is a director of our Company and is 58 years old.
From December 2004 to the present, Mr. Mower has been the President/CEO and a
director of Flexpoint Sensor Systems, Inc., a producer of sensors for
automotive and industrial uses. His responsibilities include all areas of
management, including staffing and financial responsibilities of a growing
sensor company. From August 2002 to the present, Mr. Mower has also served as
a co-founder and managing member of Polar Energy, LLC, of Mountain Green,
Utah, and Littleton, Colorado, which provides consulting services to companies
that are considering divestiture, mergers or acquisitions. From January 2000
to August 2002, Mr. Mower was Senior Vice President, Mergers and Acquisitions,
Merchant Energy Group, with El Paso Energy in Golden, Colorado, where he
worked on or lead teams that successfully closed power related acquisitions
and divestitures. Mr. Mower studied Business and Accounting at the University
of Utah.
Christie M. Woodruff. Christie Woodruff is 23 years old. Ms. Woodruff co-
founded Alberta 1017975 in 2003 and is the President of Alberta 1017975. In
fall of 2003 she became President of Pulmonox Medical Corp., a biotechnology
corporation. Ms. Woodruff has been Executive Assistant to John W.R. Miller
since 1999. Her responsibilities included: tracking nitric oxide research
projects, supervising manufacturing contractors, payroll, scheduling, and
supervision of personnel. Ms. Woodruff studied mathematics at Grants MacEwan
Community College in Edmonton, Alberta, Canada.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
GeNOsys, Inc.
Financial Statements
June 30, 2005
GeNOsys, Inc.
Balance Sheet
June 30, 2005
ASSETS
Assets
Current Assets
Cash $ 3,323
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Total Current Assets 3,323
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Total Assets $ 3,323
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities $ 0
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Total Current Liabilities 0
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Total Liabilities $ 0
Stockholders' Equity
Common Stock - 50,000,000 shares authorized,
par value of $0.0001 per share, 33,231,456
shares issued and outstanding 3,323
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Total Stockholders' Equity 3,323
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Total Liabilities and Stockholders'
Equity $ 3,323
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See accompanying notes to the financial statements
GeNOsys, Inc.
Notes to Interim Financial Statements
June 30, 2005
NOTE 1 BASIS OF PRESENTATION
The accompanying financial statements have been prepared without audit,
pursuant to the rules and regulations of the Security and Exchange
Commission. The interim financial statements reflect all adjustments
which, in the opinion of management, are necessary to present a fair
statement of the results for the period.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.
NOTE 2 - GOING CONCERN
The Company does not have significant assets, nor has it established
operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, well-capitalized operating
company. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
NOTE 3 EQUITY TRANSACTIONS
On June 30, 2005, the Company issued 33,231,456 shares, at par value,
for $3,323 cash.
NOTE 4 SUBSEQUENT EVENTS
On August 18, 2005, the Company entered into an agreement and plan of
merger with The Autoline Group, Inc ("Autoline"). All outstanding
shares of the Company were converted into and exchanged for one share
of Autoline. In conjunction with this agreement, GeNOsys issued
200,000 shares of stock in order to obtain intellectual property
rights. In addition, GeNOsys issued 2,768,544 shares as part of a
compromise and settlement agreement to obtain additional intellectual
property rights. Furthermore, GeNOsys issued 3,800,000 shares for a
consulting agreement. Finally, a shareholder paid attorney fees of
$20,000 on behalf of GeNOsys. Autoline agreed to pay a director $25,000
for an Indemnification Agreement.
(b) Pro Forma Financial Information.
GeNOsys, Inc.
[Formerly known as The Autoline Group, Inc.]
Pro Forma Financial Statements
June 30, 2005
GeNOsys, Inc.
Pro Forma Balance Sheet
June 30, 2005
(Unaudited)
Pro Forma
Giving Effect to
Autoline Merger as of
Group, Inc. GeNOsys, Inc. Adjustments June 30, 2005
Current Assets:
Cash and cash
equivalents 8,161 3,323 (8,161) 3,323
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Total current
assets 8,161 3,323 (8,161) 3,323
Other assets:
Intangible assets 0 0 677 677
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Total other assets 0 0 677 677
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Total Assets 8,161 3,323 (7,484) 4,000
========== ============ =========== =============
Current Liabilities:
Accrued
Liabilities 4,067 0 (4,067) 0
Sales Tax Payable 4,587 0 (4,587) 0
Related Party
Payable 36,167 0 (16,167) 20,000
----------- ------------ ----------- --------------
Total current
liabilities 44,821 0 (24,821) 20,000
Related Party Note
Payable 15,258 0 (15,258) 0
----------- ------------ ----------- --------------
Total Liabilities 60,079 0 (40,079) 20,000
Stockholders' Equity:
Common Stock 2,557 3,323 36,677 42,557
Paid-in Capital 26,243 0 (64,800) (38,557)
Accumulated Deficit (80,718) 0 60,718 (20,000)
------------ ------------ ----------- --------------
Total
stockholders'
equity (51,918) 3,323 32,595 (16,000)
------------ ------------ ----------- --------------
Total Liabilities and
Stockholders' Equity 8,161 3,323 (7,484) 4,000
============ ============ =========== ==============
See accompanying notes to Pro Forma Financial Statements.
GeNOsys, Inc.
Notes to Pro Forma Financial Statements
June 30, 2005
(Unaudited)
Note 1 DESCRIPTION OF THE TRANSACTION
Effective August 18, 2005, Autoline Group, Inc. ("Autoline"), entered
into an agreement and plan of merger ("the agreement") with GeNOsys, Inc.
("GeNOsys") a Nevada corporation. The agreement calls for each share of
issued and outstanding common stock of GeNOsys be converted into and
exchanged for one share of Autoline. In conjunction with this
agreement, the Company had the option of paying a director $25,000 or
divesting a newly created subsidiary, The Autoline Group 2, Inc., which
includes the automobile dealership operations, for an Indemnification
Agreement. These Pro Forma Statements have been prepared under the
assumption that the Company chose the option to divest the dealership
operations, which is currently the intent of management. Accordingly,
the remaining assets and liabilities were divested through the
subsidiary. Also pursuant to this agreement, GeNOsys issued 200,000
shares of stock in order to obtain intellectual property rights. In
addition, GeNOsys issued 2,768,544 shares as part of a compromise and
settlement agreement to obtain additional intellectual property rights.
Furthermore, GeNOsys issued 3,800,000 shares for a consulting agreement.
Finally, a shareholder paid attorney fees of $20,000 on behalf of
GeNOsys.
(c)(i) Registrant's Exhibits:
Attached:
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2.1 Agreement and Plan of Merger
Exhibit A Compromise and Settlement Agreement
Exhibit B Shareholder consent to Proposed Merger
Exhibit C Technology Transfer Agreement
Schedule 2.1 GeNOsys Disclosure Schedule
Schedule 3.1 Autoline Disclosure Schedule
Schedule 6.4(b) Indemnification Agreement
3 Certificate of Merger
(c)(ii) GeNOsys' Exhibits:
3.1 Articles of Incorporation.
3.2 Bylaws.
Documents Incorporated by Reference:
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10-KSB Annual Report for the year ended November 30, 2004, filed with the
Securities and Exchange Commission on February 24, 2005.
10-QSB Quarterly Report for the quarter ended February 28, 2005, filed with
the Securities and Exchange Commission on April 12, 2005.
10-QSB Quarterly Report for the quarter ended May 31, 2005, filed with the
Securities and Exchange Commission on July 14, 2005.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
The AUTOLINE GROUP, INC.
Date:
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John W. R. Miller
President and Director