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) January 16, 2004
-----------------
GENESIS TECHNOLOGY GROUP, INC.
--------------------------- -------------------------------
(Exact name of registrant as specified in its charter)
Florida 33-86347 65-1130026
--------- -------------------- ------------
(State of other (Commission File Number) (IRS Employer
jurisdiction or incorporation) Identification No.)
777 Yamato Road, Suite 130, Boca Raton, Florida 33431
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (561) 988-9880
---------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On January 16, 2004, Genesis Technology Group, Inc. (the "Company" or
"Genesis") consummated a securities purchase agreement under which Genesis
agreed to issue $2,000,000 stated value of its newly created Series A 6%
Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") to
several institutional investors. The stated value of the Series A Preferred
Stock is $10.00 per share. Of this amount, $1,000,000 stated value of the Series
A Preferred Stock and related warrants were reserved for issuance upon
effectiveness of the Company's registration statement concerning to the
transaction and certification of the absence of any default under the provisions
of the Series A Preferred Stock. The Series A Preferred Stock is convertible at
$0.232 per share. In addition, Genesis issued warrants to purchase 215,517
shares of its common stock at $0.3045 on the initial closing and a similar
amount will be issued at the time of the second issuance, subject to adjustment
in the event accrued and unpaid dividends are elected to be converted into
common stock.
Genesis will pay a broker's fee to Coastline Capital Partners, an
institutional finance division of Western International Securities, Inc., of
$90,000 and will issue warrants to purchase a total of 300,000 shares of its
common stock exercisable at $0.3045. Genesis has agreed to file a registration
statement covering the shares issued and issuable under the Subscription
Agreement within 45 days following the above closing.
The Subscription Agreement and related attachments are included as
exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Subscription Agreement
99.2 Articles of Amendment Designating Rights of Series A 6% Cumulative
Convertible Preferred Stock
99.3 Form of Warrant
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.
GENESIS TECHNOLOGY GROUP, INC.
By: /S/ Gary Wolfson
--------------------------
Gary Wolfson, CEO
DATED: January 16, 2004