8-K 1 f8k_genesisreal.txt CHANGE IN CONTROL OF REGISTRANT 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 Earliest Event Reported: October 5, 2001 GENESIS REALTY GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-32037 65-0963722 State or other jurisdiction (Commission File Number) (IRS Employer of incorporation or Identification No.) Oganization) 1221 Brickell Blvd., Suite 900, Miami, Florida 33131 (Address of principal executive offices, including zip code) (305)539-0900 (Registrant's telephone number, including area code) Former name of Registrant: i-Realty Group, Inc. Item 1. Changes in Control of Registrant. On October 5, 2001, as a result of the Share Purchase Agreement (the "Purchase Agreement") entered into between Genesis Realty Group, Inc. ("Genesis Realty" or the "Company") and Glick Global Development, LLC ("Glick Global"), Glick Global purchased 17,078,661 shares of common stock of Genesis the Company for an aggregate consideration of $170,786.61 to be paid in the form of a non-recourse promissory note. The promissory note is in the principal amount of $179,786.61 and bears interest at an annual rate equivalent to 6.0% per annum and is due and payable on October 4, 2005. Such note is secured by the 17,078,661 Genesis realty shares. On such date, Michael D. Farkas resigned as President of the Company and Jamee Kalimi resigned as Vice President, Secretary and Director of the Company. Jeffrey Glick and Darren Glick were appointed to the Board of Directors and Jeffrey Glick was named as the Chief Executive Officer of the Company and Darren Glick was named as President and Secretary of the Company. Michael D. Farkas remained on the Company's Board of Directors. The Share Purchase Agreement was adopted, ratified and approved by the members of the Board of Directors of the Company and by the Board of Directors of Glick Global. The basis of the "control" by Glick Global is its stock ownership in Genesis Realty. See the table below. A copy of the Agreement accompanies this Report, which, by this reference, is incorporated herein; the foregoing summary is modified in its entirety by such reference. The following table contains information regarding shareholdings of the Company's current directors and executive officers and those persons or entities who beneficially own more than 5% of the Company's issued and outstanding common stock, after taking into account the completion of the Purchase Agreement:
Amount and Nature Percent of Benefici of Name Title Ownership Class ---- ----- --------- ----- Glick Global Development LLC Shareholder 17,078,661 87.22% Jeffrey Glick Chief Executive Officer Darren Glick President and Secretary Michael D. Farkas Director 988,200 5.05% All directors and executive officers as a group 1,004,389 5.13%
Exhibits pursuant to Item 601 of Regulation S-B: Exhibit No. Description 10 Share Purchase Agreement with Promissory Note SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. GENESIS REALTY GROUP, INC. /s/ Darren Glick ---------------------------------- By: DARREN GLICK, President Date: October 24, 2001