SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: November 13, 2001
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GENESIS CAPITAL CORPORATION OF NEVADA. INC.
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(Exact name of registrant as specified in its charter)
Nevada 91-1947658
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11701 South Freeway, Burleson, Texas 76028
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(Address of principal executive offices, including zip code)
(503) 538-3710
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(Issuer's telephone number)
N/A
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(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant
On August 30, 2001, the Registrant entered into a Stock Acquisition
Agreement ("Acquisition Agreement") with Christopher Astrom; Hudson Consulting
Group, Inc.; and Global Universal, Inc, of Delaware pursuant to which Mr. Astrom
was granted the right to purchase from Genesis 54,110,309 shares of common stock
and 1,477,345 shares of preferred stock, which represented 95% of the issued and
outstanding shares of each class. Under the Acquisition Agreement, Mr. Astrom
was to be pay $ 315,000 to the Registrant for the common and preferred stock and
tender to the Registrant all of the issued and outstanding common stock of
Senior Lifestyle Communities, Inc.("Communities"). The Acquisition Agreement was
to close on or before October 30, 2001.
On October 30, 2001, the Registrant entered into a Share Exchange
Agreement and Plan of Reorganization ("Exchange Agreement") with Mr. Astrom and
Communities, the purpose of which was to accommodate the financing by Mr. Astrom
of his obligations to the Registrant under the Acquisition Agreement. To provide
the financing on behalf of Mr. Astrom, Communities issued its 8% Series SPA
Senior Subordinated Convertible Debentures in the initial amount of $ 360,000 to
an non-affiliated private source of financing. At the close of the Acquisition
Agreement and the Exchange Agreement, Communities became a wholly-owned
subsidiary of the Registrant.
Communities owns all of the issued and outstanding common stock of
Senior Adult Lifestyle, Inc ("Lifestyle"). The business plan of Communities and
Lifestyle involves developing active adult communities consisting of condominium
developments which are restricted to residents fifty-five years of age and over.
The initial development projects will occur in the northeast portion of the
United States. Thus far, five towns in Connecticut are being considered for the
development of in excess of 500 condominium units. The estimated sales prices
for the condominium units will range from $175,000 to $250,000. The development
will involve property with a combined value of approximately one and one-half
million dollars ($1,500,000), which has been acquired by Lifestyle.
The Acquisition Agreement and the Exchange Agreement are included in
this report as exhibits.
Inasmuch as the change in control of Registrant as disclosed also
resulted in the acquisition of a subsidiary, the Registrant will file, within 60
days of the date of this Report, the financial statements called for by Item 7.
Item 4. Changes in Registrant's Certifying Accountants
On November 6, 2001, the Registrant dismissed Clyde Bailey P.C. as the
Registrant's principal accountant.
The Clyde Bailey P.C. report on the financial statements of the
Registrant for either of the past two fiscal years did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to the
uncertainty, audit scope or accounting principles. During the Registrant's two
most recent fiscal years and the subsequent interim period preceding the
dismissal, there were no disagreements between the Registrant and Clyde Bailey
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
The decision to change accountants was approved by the Board of
Directors of the Registrant.
Attached as an exhibit is the letter from Clyde Bailey P.C. required
pursuant to Item 304 of Regulation SB.
Effective November 6, 2001, the Registrant engaged Bagell Josephs &
Company LLC as its principal accountant and auditors. The Registrant has not
previously consulted with Bagell Josephs & Company on the application of
accounting principles to a specified transaction or the type of audit opinion
that might be rendered on the Registrant's financial statements.
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.
Genesis Capital Corporation of Nevada
/s/ Richard Astrom
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Richard Astrom, President
Date: November 14, 2001.
Exhibits
No. Description
2.1 Stock Acquisition Agreement dated August 30, 2001.
2.2 Share Exchange Agreement and Plan of Reorganization dated
October 30, 2001.
16 Letter from Clyde Bailey P.C. dated
November 12, 2001.