- Current report filing (8-K)
May 14 2010 - 2:38PM
Edgar (US Regulatory)
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report: May 10, 2010
(Date of Earliest Event Reported)
Genesis Electronics Group, Inc.
(Exact name of Registrant in its charter)
Nevada 333-118993 41-2137356
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
|
5555 Hollywood Blvd., Suite 303
Hollywood, Florida 33021
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (972) 272-1200
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:
___Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
___Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
___Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14-2(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
In May 2010, the registrant entered into a Securities Purchase
Agreement with Tangiers Investors, LP. The registrant has agreed to
issue and sell to Tangiers pursuant to the terms of this agreement for
an aggregate purchase price of up to $5,000,000. The purchase price
shall be set at 85% of the lowest volume weighted average price of the
registrant's common stock during the pricing period as quoted by
Bloomberg, LP on the Over-the-Counter Bulletin Board. The registrant
shall prepare and file a registration statement with the Securities and
Exchange Commission and shall cause such registration statement to be
declared effective prior to the first sale to Tangier's of the
registrant's common stock. The registrant agrees to pay Tangier a
commitment fee of 3,000,000 shares of the registrant's common stock
pursuant to the Securities Purchase Agreement.
In May 2010, the registrant issued a 9% Secured Convertible Debenture
for $20,000 to Tangiers Investors, LP. This debenture matures on
December 23, 2010. The registrant may prepay any portion of the
principal amount at 150% of such amount along with the accrued
interest. This debenture including interest shall be convertible into
shares of the registrant's common stock at the lower of $0.01 per share
or a price of 70% of the average of the two lowest volume weighted
average price determined on the then current trading market for ten
trading days prior to conversion at the option of the holder.
Item 3.02 Unregistered Sales of Equity Securities
See above discussion.
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1 Stock Purchase Agreement dated May 10, 2010
Exhibit 10.2 Registration Rights Agreement dated May 10, 2010
Exhibit 10.3 9% Secured Convertible Debenture dated May 10, 2010
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Genesis Electronics Group, Inc.
By: /s/Edward C. Dillon
------------------------
Edward C. Dillon
Chief Executive Officer
Dated: May 14, 2010
|
Genesis Electronics (CE) (USOTC:GEGI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Genesis Electronics (CE) (USOTC:GEGI)
Historical Stock Chart
From Sep 2023 to Sep 2024