EarthBlock Technologies Completes Acquisition of Earth Gen-Biofuel, Inc.
September 25 2012 - 4:00PM
Marketwired
EarthBlock Technologies Inc. (PINKSHEETS: EBLC) at its Board
meeting today approved the terms of the purchase agreement and
authorized its President to close the transaction today for the
acquisition of 100% of the equity of Earth Gen-Biofuel Inc., a Los
Angeles-based company that is establishing itself as a supplier of
castor beans to be grown and processed into vegetable oil for use
as biofuel.
Completing the acquisition of the Earth Gen-Biofuel Inc.
provides EarthBlock with an opportunity to expand its construction
operations into countries where Earth Gen-Biofuel operates and
provides a very exciting new business opportunity for the company.
EarthBlock has worked with Earth Gen-Biofuel's management in the
pursuit of construction projects in Latin American and recently in
Southeast Asia. Earth Gen-Biofuel's management has proven they have
the knowledge of the culture, the business methods and have the
relationships needed to operate successfully in our target
countries.
EarthBlock Technologies Inc. has 2,000,000,000 Common shares
authorized prior to the transaction and there were 101,965,018
Common shares issued and outstanding. There are also two shares of
Series "A" Preferred stock issued and outstanding with voting
rights that allow the holders of the preferred to the number of
votes that would equal 60% of all votes, these shares have been
purchased by George Shen the new CEO of EarthBlock. The transaction
calls for EarthBlock Technologies Inc. to issue approximately
1,484,000 shares of Common stock in exchange for the Common stock
representing 100% of the equity of Earth Gen-Biofuel Inc. Earth
Gen-Biofuel will operate as a wholly owned subsidiary of EarthBlock
under its own name and EarthBlock Technologies Inc. will continue
its operations under its name. The transaction contemplated by the
Share Exchange and Reorganization Agreement is intended to
constitute a share for share exchange with the shareholders of
Earth Gen-Biofuel becoming the majority owners and the transaction
to be treated as a reorganization conforming to the provisions of
Section 368(a)(2) of the Internal Revenue Code of 1954.
EarthBlock Technologies Inc. plans to operate as a holding
company for its subsidiaries that are utilizing renewable resources
to create products that support sustainable living environments for
people around the World. Since 2003 EarthBlock has been a
developer, manufacturer, and distributor of the technologies and
equipment that provide environmentally friendly solutions to the
World's need for cost efficient construction systems for
residential and commercial buildings.
EarthBlock's acquisition agreement called for Mr. George Shen to
be appointed to the Board of Directors and he was also given the
position of President and CEO. He will also retain those positions
with the Earth Gen-Boifuel. Upon the appointment of Mr. Shen, the
current officers and directors of EarthBlock resigned their
positions leaving Mr. Shen as the sole officer and Director.
The acquisition of Earth Gen-Biofuel Inc. brings the management
expertise for EarthBlock to operate in developing countries and
provides EarthBlock an operating presence and will establish the
local operations presence that our housing business requires to be
successful in developing large-scale low cost housing projects were
they are needed most.
Mr. Shen, EarthBlock's newly appoited CEO, has worked in
developing countries and has extensive international business
experience. He held senior management positions in China, Hong
Kong, Taiwan, Nicaragua, and Peru. He started his business career
with Dean Witter Reynolds (now Morgan Stanley), served as Managing
Director of Southern Cross Apparel of South Africa. He represented
Clarion Communication in Asia as the President of Asian Operations.
He also served as a senior advisor for business development for
Davis Petroleum in China and in Latin America. The Davis business
interests included oil and gas operations in Colorado, Texas and
Asia. Additionally, Davis owned 20th Century Fox, Pebble Beach Golf
Resorts, and the Beverly Hills Hotel among other business
properties.
Mr. Shen has ownership interests in Southern California
newspapers including Beverly Hills Courier, San Marino Tribune and
Life Style Magazine. Mr. Shen is a regular commentator on China
topics ranging from politics, economics and business law for local
radio and television stations. He was a member of the US Department
of Commerce Advisory Committee on the Environment and Energy. He
was also a Board Member of Justiceville (in support of temporarily
homeless victims) and serves on the Board of Smart Meter, a company
producing utility meters for use in developing countries.
George was born in Taipei, Taiwan, ROC in 1956, and moved to the
United States in 1972. He served in the US Marine Corps from 1979
to 1983 and volunteered to join the California National Guard after
the events of 9/11. Mr. Shen received his BS degree in Business
Economics from Chapman University while serving in the US Marine
Corps. Mr. Shen received a J.D. degree from Northwestern California
School of Law. He later earned an MBA degree from China Central
Normal University with a special thesis on Chinese Banking Reform
and is currently enrolled at Central University for Finance and
Economics of China, the number one graduate business school to
continue building his insights into the Chinese economy and develop
relationships with senior banking and business leaders.
Earth Gen-Biofuel has signed a memorandum of understanding to
create two agricultural projects in Southeast Asia. One operation
located in Vietnam and one in Laos, encompassing a total of 70,000
acres of land dedicated to growing castor beans to be used for
creating a vegetable oil used in Biofuel. The plan is to have Earth
Gen-Biofuel be the agricultural and business manager of the
operation. The project was created in conjunction with the
Governments of Vietnam and Laos to continue to develop a Biofuel
Industry based on land granted as the Nui Rung Project and used by
Earth Gen-Biofuel. The operations are to be carried out in line
with the "Biofuel Development Project" up through 2015 with an
extension to 2025 as approved under Decision number 177/2007/QD-TTg
of the Prime Minister dated November 20, 2007 under the auspices of
the Laws of Vietnam.
The project calls for Earth Gen-Biofuel to provide the
seed-stock for planting, the planting equipment, the harvesting
equipment, the transportation and the farming management for the
70,000 acre project, as well as the marketing expertise to sell the
crop as harvested into the international market. The farming plan
is proposed to begin in 90 to 120 days and calls for 1,200 acres to
be planted first and then followed by a 2,500 to 5,000 acre
planting every 3 to 4 months in balance of the first year, bringing
the total acres in production to 20,000. The balance of 50,000
acres will go into production over the next 24-month period. In
exchange for Earth Gen-Biofuel providing management and the
operating capital, the governments are providing the land and
paying the domestic work force. The proposed terms of the agreement
call for Earth Gen-Biofuel to purchase the harvested and processed
bean crop at a fixed price below the world market price. The
vegetable oil derived from the processing of the beans is in
widespread use and in high demand for blending with diesel fuel to
create a blended Biofuel. Castor Beans will grow well in this
region and can be produced economically in these countries. The end
product will meet the growing demand for Biofuel in neighboring
China and elsewhere in the World.
Forward-looking Statements: This release contains statements
that are forward-looking in nature -- statements that are
predictive and which depend upon or refer to future events or
conditions. These statements are made based upon information
available to the Company as of the date of this release, and we
assume no obligation to update any such forward-looking statements.
These statements are not guarantees of future performance and
actual results could differ materially from our current
expectations. Factors that could cause or contribute to such
differences include, but are not limited to, the final adoption of
the agricultural operating agreements, dependence on foreign
governments, the risks of farming, reliance on sub-contractors,
suppliers; lack of financing; delays in shipment of supplies;
changes in import and export regulations; change in prices for
castor seeds, inability to expand our operations to support
increased growth; and declining economic conditions.
CONTACT: EarthBlock Technologies Inc. Email Contact