Genesis Holdings, Inc. - Current report filing (8-K)
March 21 2008 - 3:47PM
Edgar (US Regulatory)
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 (Date of earliest event reported):
March
21,
2008 (March 17, 2008)
Genesis
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-33073
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20-2775009
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(State
or other Jurisdiction of
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(Commission
File No.)
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(IRS
Employer
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Incorporation)
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Identification
No.)
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15849
N.
71
st
Street,
Suite 226
Scottsdale,
Arizona 85254-2179
(Address
of Registrant's Principal Executive Offices) (Zip Code)
(480)
281-1494
(Registrant's
telephone number, including area code)
1525
Clover Hill Road, Mansfield, Texas 76063
(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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Items
in
Form 8-K
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Page
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Facing
Page
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1
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Item
1.01
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Entry
Into A Material Definitive Agreement
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3
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Item
2.01
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Completion
of Acquisition or Disposition of Assets
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3
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Item
9.01
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Financial
Statements and Exhibits
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4
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Signatures
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4
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Exhibit
Index
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4
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Item
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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The
Closing of the Share Exchange Agreement dated February 18, 2008 (the
“Agreement”) by and among Genesis Holdings, Inc. (the “Company”), its
wholly-owned real estate subsidiary Genesis Land, Inc. (“Genesis Land”) and the
Bankston Third Family Limited Partnership (“Bankston”) whereby the Company will
transfer all interests in Genesis Land to Bankston in exchange for 16,780,226
shares of common stock of the Company owned by Bankston was to occur on or
before March 17, 2008. The Company has received from Bankston the 16,780,226
shares of common stock of the Company and cancelled those shares. Effective
March 17, 2008, the parties have agreed to extend the Closing Date to on or
before March 31, 2008 and have executed a First Amendment to the Agreement
to
reflect the extension. The summary of the Agreement and the First Amendment
set
forth above do not purport to be a complete statement of the terms of the
Agreement and the First Amendment. The summary is qualified in its entirety
by
reference to the full text of the Agreement attached as Exhibit 2.2 to the
report on Form 8-K filed on February 22, 2008, and to the full text of the
First
Amendment attached as Exhibit 2.1 to this report, both of which are incorporated
herein by this reference.
Larry
Don
Bankston, a partner in the Bankston Third Family Limited Partnership, is a
director of the Company.
Item
2.01.
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COMPLETION
OF ACQUISITION OR DISPOSITION OF
ASSETS
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The
Company hereby incorporates by reference its response in Item 1.01 in response
to Item 2.01.
Item
9.01.
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FINANCIAL
STATEMENTS AND
EXHIBITS.
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2.1
First
Amendment to Share Exchange Agreement dated February 18, 2008 by and among
the
Company, Genesis Land, Inc. and the Bankston Third Family Limited
Partnership.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GENESIS
HOLDINGS, INC.
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Dated:
March 21, 2008
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By:
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/s/
Yada Schneider
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Yada
Schneider,
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President
and CEO
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EXHIBIT
INDEX
Exhibit
No.
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Description
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2.1*
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First
Amendment to Share Exchange Agreement dated February 18, 2008 by
and among
the Company, Genesis Land, Inc. and the Bankston Third Family Limited
Partnership.
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*Filed
herewith
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