Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V72M2Ra2SdToWG1ge2X6NJBlYJKtPcQjiTZ7qshsYcNFLDd14YxB4i+bzPEPj14q G34TANOK2uwHPasHcp1W5Q== 0001193125-07-250467.txt : 20071119 0001193125-07-250467.hdr.sgml : 20071119 20071119172422 ACCESSION NUMBER: 0001193125-07-250467 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071119 DATE AS OF CHANGE: 20071119 GROUP MEMBERS: FG2 ADVISORS, LLC GROUP MEMBERS: HARVEY SAWIKIN GROUP MEMBERS: JAMES PASSIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS BIOVENTURES INC CENTRAL INDEX KEY: 0001084966 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 980163232 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62309 FILM NUMBER: 071257527 BUSINESS ADDRESS: STREET 1: 10940 WILSHIRE BOULEVARD STREET 2: SUITE 600 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-443-4102 MAIL ADDRESS: STREET 1: 10940 WILSHIRE BOULEVARD STREET 2: SUITE 600 CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: BIOLABS INC DATE OF NAME CHANGE: 19990811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Firebird Global Master Fund II, Ltd. CENTRAL INDEX KEY: 0001397017 IRS NUMBER: 980494691 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.698.9260 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D


OMB APPROVAL
OMB Number:		3235-0145
Expires:		February 28, 2009
Estimated average burden
hours per response		14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Genesis Bioventures, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

371828104

(CUSIP Number)

Joanne Tuckman

Chief Financial Officer

FG2 Advisors, LLC

152 West 57^th Street, 24^th Floor

New York, New York 10019

(212) 698-9260

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 11, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746 (3-06)

CUSIP NO. 371828104


1.	Names of Reporting Persons. Firebird Global Master Fund II, Ltd. I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of funds (See Instructions) WC
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 22,907,937
		9. Sole Dispositive Power
		10. Shared Dispositive Power 22,907,937


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,937
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 21.79 %
14.	Type of Reporting Person (See Instructions) OO

CUSIP NO. 371828104


1.	Names of Reporting Persons. FG2 Advisors, LLC I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization New York


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 22,907,937
		9. Sole Dispositive Power
		10. Shared Dispositive Power 22,907,937


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,937
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 21.79%
14.	Type of Reporting Person (See Instructions) IA

CUSIP NO. 371828104


1.	Names of Reporting Persons. James Passin I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States of America


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 22,907,937
		9. Sole Dispositive Power
		10. Shared Dispositive Power 22,907,937


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,937
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 21.79 %
14.	Type of Reporting Person (See Instructions) IN

CUSIP NO. 371828104


1.	Names of Reporting Persons. Harvey Sawikin I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States of America


Number of Shares Beneficially Owned by Each Reporting Person With:		7. Sole Voting Power
		8. Shared Voting Power 22,907,937
		9. Sole Dispositive Power
		10. Shared Dispositive Power 22,907,937


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,907,937
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 21.79%
14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This Schedule 13D relates to the Common Stock, par value $0.0001 per share (the “Common Stock”) of Genesis Bioventures, Inc., a New York corporation (the “Issuer”). The address of the executive offices of the Issuer is 10940 Wilshire Boulevard, Suite 600, Los Angeles, CA 90024.

Item 2.

Identity and Background

(a-f) This Schedule 13D is being filed by Firebird Global Master Fund II, Ltd. (the “Fund”), FG2 Advisors, LLC (“FG2”), James Passin (“Mr. Passin”) and Harvey Sawikin (“Mr. Sawikin” and together with FG2, the Fund and Mr. Passin, the “Reporting Persons”).

James Passin, a citizen of the United States of America, has a business address of 152 West 57th Street, 24th Floor, New York, NY 10019. His principal occupation is manager and controlling principal of FG2 and of FGS Advisors, LLC (“FGS”). Harvey Sawikin, a citizen of the United States of America, has a business address of 152 West 57th Street, 24th Floor, New York, NY 10019. His principal occupation is manager and controlling principal of Firebird Management, LLC, and he is also a controlling principal of FG2 and of FGS.

FG2 is a New York limited liability company which has its principal office at 152 West 57th Street, 24th Floor, New York, NY 10019. The principal business of FG2 is to serve as investment manager to the Fund and to control the investing and trading in securities of the Fund. The principal business of the Fund is to invest and trade in securities.

During the past five years, none of the Reporting Persons have been: (i) convicted in any criminal proceeding, or (ii) a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The shares of Common Stock held by the Fund were acquired pursuant to conversion of a promissory note with a face value of $500,000 (the “Note”), according to the terms of the Note. The Note was initially purchased for its face value from the Issuer in December, 2006 using the working capital of the Fund.

Item 4.

Purpose of Transaction

On behalf of the Fund, FG2 has directed the conversion of the Note and the acquisition of the Common Stock reported by them as an investment for the Fund. FG2 and the Fund share investment power and voting power with respect to the Common Stock reported by them. Mr. Passin and Mr. Sawikin, who serve as the control persons of FG2, share investment power and voting power with respect to the Common Stock reported by FG2 and the Fund. The Fund acquired the Note, and subsequently the Common Stock, because FG2 considered each of them to be an attractive investment opportunity. FG2 may cause the Fund to make further acquisitions of Common Stock from time to time or to dispose of any or all of the shares of Common Stock held by the Fund at any time.

FG2 intends to review continuously the Fund’s investment in the Issuer and may in the future change its present course of action. Depending upon a variety of factors, including, without limitation, current and anticipated future trading prices of the Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, FG2 may cause the sale of all or part of the Common Stock held by the Fund, or may cause the purchase of additional Common Stock or other securities of the Issuer, in privately negotiated transactions, as part of a cash tender offer or exchange offer, or otherwise. Any such purchases or sales may be made at any time without prior notice. Depending upon the foregoing factors or other factors not listed herein, the Reporting Persons may formulate other purposes, plans or proposals with respect to the Issuer, the Common Stock or other equity securities of the Issuer.

The foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of the actions set forth above. Except as otherwise described in this Item 4, the Reporting Persons currently have no plan or proposal which relates to, or would result, in any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although the Reporting Persons reserve the right to formulate such plans or proposals in the future.

Item 5.

Interest in Securities of the Issuer

(a and b) As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 22,907,937 shares of Common Stock (the “Shares”), which represents 21.79% of Issuer’s total outstanding Common Stock, and they share voting and dispositive power over these Shares.

(c) During the past sixty days, FG2, on behalf of the Fund, effected two transactions involving the Common Stock of the Issuer. On September 11, 2007, the Fund received from the Issuer the share certificate confirming the conversion of principal and interest due to the Fund under the Note, at a conversion price of $0.02625 per share, resulting in the acquisition by the Fund of 21,531,637 shares of Common Stock. On September 21, 2007, FG2, on behalf of the Fund, effected the acquisition of 50,000 shares of Common Stock in the open market at a price of $0.05 per share.

(d) Other than the Fund, which directly holds the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

By virtue of the relationship between the Reporting Persons, as described in Item 2, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, Mr. Passin, Mr. Sawikin, and FG2 expressly disclaim beneficial ownership of any of the shares of Common Stock beneficially owned by the Fund and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any of Mr. Passin, Mr. Sawikin, or FG2 is a beneficial owner of any such shares.

Item 7.

Material to Be Filed as Exhibits

1. Joint Filing Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: November 19, 2007	FG2 Advisors, LLC

	/s/ James Passin
	Name:	James Passin
	Title:	Principal

	Firebird Global Master Fund II, Ltd.

	/s/ James Passin
	Name:	James Passin
	Title:	Director

	/s/ James Passin
	Name:	James Passin

	/s/ Harvey Sawikin
	Name:	Harvey Sawikin

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 1

JOINT FILING AGREEMENT

FG2 Advisors, LLC, Firebird Global Master Fund II, Ltd., James Passin, and Harvey Sawikin, in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such person or entity, that each such person or entity is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person or entity contained therein.


Date: November 19, 2007	FG2 Advisors, LLC

	/s/ James Passin
	Name:	James Passin
	Title:	Principal

	Firebird Global Master Fund II, Ltd.

	/s/ James Passin
	Name:	James Passin
	Title:	Director

	/s/ James Passin
	Name:	James Passin

	/s/ Harvey Sawikin
	Name:	Harvey Sawikin

-----END PRIVACY-ENHANCED MESSAGE-----