-----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, FzGKOBO/qBvdDscNvuPkPAFf/xWTtS75GHxtR1pe17oFd6dtXuK7INxQdq5eGb4G 6z7qjlhoauRfbzwxDwE24w== 0001144204-08-041628.txt : 20080724 0001144204-08-041628.hdr.sgml : 20080724 20080724124651 ACCESSION NUMBER: 0001144204-08-041628 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080718 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080724 DATE AS OF CHANGE: 20080724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Genesis Pharmaceuticals Enterprises, Inc. CENTRAL INDEX KEY: 0001091164 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 651130026 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53037 FILM NUMBER: 08967643 BUSINESS ADDRESS: STREET 1: MIDDLE SECTION, LONGMAO STREET, AREA A STREET 2: LAIYANG WAIXIANGXING INDUSTRIAL PARK CITY: LAIYANG CITY, YANTAI, SHANDONG STATE: F4 ZIP: 710075 BUSINESS PHONE: 5619889880 MAIL ADDRESS: STREET 1: MIDDLE SECTION, LONGMAO STREET, AREA A STREET 2: LAIYANG WAIXIANGXING INDUSTRIAL PARK CITY: LAIYANG CITY, YANTAI, SHANDONG STATE: F4 ZIP: 710075 FORMER COMPANY: FORMER CONFORMED NAME: GENESIS TECHNOLOGY GROUP INC DATE OF NAME CHANGE: 20020516 FORMER COMPANY: FORMER CONFORMED NAME: NEWAGECITIES COM INC DATE OF NAME CHANGE: 19990719 8-K 1 v120743_8k.htm Unassociated Document
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 1934

Date of Report (date of earliest event reported): July 18, 2008


GENESIS PHARMACEUTICALS ENTERPRISES, INC.
(Exact name of registrant as specified in charter)

Florida
(State or other jurisdiction of incorporation)

333-86347
65-1130026
(Commission File Number)
(IRS Employer Identification No.)
 
Middle Section, Longmao Street, Area A, Laiyang Waixiangxing Industrial Park
Laiyang City, Yantai, Shandong Province, People’s Republic of China 265200

(Address of principal executive offices and zip code)

(0086)535-7282997

(Registrant's telephone number including area code)



(Registrant's 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 registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
1

 

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 18, 2008, the Board of Directors (the “Board”) of Genesis Pharmaceuticals Enterprises, Inc. (the “Company”) appointed Michael Marks to serve a s a member of the Board of the Company. Mr. Marks has been appointed to serve as an independent director of the Board. A press release was issued on July 23, 2008 to this effect, a copy of which is attached to this report as Exhibit 99.1.
 
Mr. Michael Marks was appointed to the Company’s Board of Directors on July 18, 2008. Since 2007, he has served as an independent director of China Housing & Land Development, Inc., a property developer in China. In 2006, Mr. Marks became the President of Middle Kingdom Alliance Corp., a publicly traded Special Purpose Acquisition Corporation active in China. In January of 2003, Mr. Marks founded the China practice of Sonnenblick Goldman, a real estate investment bank, and served as its Managing Director in China until December 2007. In 2001, he founded B2Globe, providing technology solutions to international internet businesses in Asia. In 1999, he co-founded Metro Corporate Training in Shanghai to offer training and management development, and was its Chief Executive Officer until 2001. During his nine-year tenure in China, Mr. Marks has had a role as advisor, banker or principal in over $2 billion of transactions. From 1998 to 1999, Mr. Marks worked as a management consultant with Horwath Asia Pacific in Australia and China. From 1995 to 1998, Mr. Marks worked in the audit, corporate finance and advisory divisions of PricewaterhouseCoopers in South Africa. Mr. Marks received a Bachelor of Commerce (Honors) in 1994 and Masters of Commerce in 1997 from the University of the Witwatersrand in Johannesburg, South Africa. In 1998, he graduated with a Bachelor of Arts (Psychology) degree from the University of South Africa. In 1997, Mr. Marks became a Chartered Accountant in South Africa, and a Fellow of the Association of International Accountants in the United Kingdom in 1999. He speaks fluent Mandarin, French and English.
 
Simultaneous with Mr. Marks’ appointment as a director of the Company, the Board has appointed Mr. Marks as a member and chairman of the Board’s Audit Committee.
 
Mr. Marks has no family relationships with any of the executive officers or directors of the Company. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Marks had, or will have, a direct or indirect material interest.
 
On July 18, 2008, the Company received resignation letters of Messrs. Yihua Zhang and Rodrigo Arboleda that effective immediately, they resign from their positions as directors of the Company. Messrs. Zhang and Arboleda informed the Company that their decision to resign from their positions as directors of the Company was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
Item 9.01 Financial Statements and Exhibits.
 
 
 

 
 
Exhibit No.
Description
 
Press Release dated July 23, 2008.
99.1
 
 
 
 

 
 
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 PHARMACEUTICALS ENTERPRISES, INC.
 
 
 
 
 
 
  By:   /s/ Wubo Cao                              
  Name: Wubo Cao
  Title: Chief Executive Officer
 
Dated: July 24, 2008
 
 
 

 
 
EX-99.1 2 v120743_ex99-1.htm Unassociated Document
Exhibit 99.1
Press Release
Source: Genesis Pharmaceuticals Enterprises, Inc.
 
Genesis Pharmaceuticals Announces New Board Member and Forms Committees
Wednesday July 23, 10:54 am ET
 
LAIYANG, China, July 23 /Xinhua-PRNewswire-FirstCall/ -- Genesis Pharmaceuticals Enterprises, Inc. (OTC Bulletin Board: GTEC - News; "Genesis" or the "Company"), a leading pharmaceutical company in the People's Republic of China, held a Board of Directors meeting on July 18, 2008 at which a new Board member was appointed to serve on the Board of Directors of the Company, and an Audit Committee and a Compensation Committee were formed.
 
Mr. Michael Marks was appointed to the Company's Board of Directors on July 18, 2008. Since 2007, he has served as an independent director of China Housing & Land Development, Inc., a property developer in China. In 2006, Mr. Marks became President of Middle Kingdom Alliance Corp., a publicly traded Special Purpose Acquisition Corporation active in China. In 2003, Mr. Marks founded the China practice of Sonnenblick Goldman, a real estate investment bank, and served as its Managing Director in China until 2007. In 2001, he founded B2Globe, providing technology solutions to international internet businesses in Asia. In 1999, he co-founded Metro Corporate Training in Shanghai to offer training and management development, and was its Chief Executive Officer until 2001. During his nine-year tenure in China, Mr. Marks has had a role as advisor, banker or principal in over $2 billion of transactions. From 1998 to 1999, Mr. Marks worked as a management consultant with Horwath Asia Pacific in Australia and China. From 1995 to 1998, Mr. Marks worked in the audit, corporate finance and advisory divisions of PricewaterhouseCoopers in South Africa. Mr. Marks received a Bachelor of Commerce (Honors) in 1994 and Masters of Commerce in 1997 from the University of the Witwatersrand in Johannesburg, South Africa. In 1998, he graduated with a Bachelor of Arts (Psychology) degree from the University of South Africa. In 1997, Mr. Marks became a Chartered Accountant in South Africa, and a Fellow of the Association of International Accountants in the United Kingdom in 1999. He speaks fluent Mandarin, French and English.
 
The Board of Directors accepted the resignations of Mr. Zhang Yihua and Mr. Rodrigo Arboleda. The resignations of Mr. Zhang and Mr. Arboleda from the Company's Board of Directors were not the result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices.
 
"I look forward to working with Genesis," stated Michael Marks. "Having participated in the growth of a number of companies in China, I know that Genesis is a company with a tremendous future. I am excited to be a part of its development."
 
The Board of Directors authorized and approved creation of an Audit Committee that will oversee matters relating to the Company's financial reporting. Qualifying as an "audit committee financial expert" in compliance with applicable SEC and current stock exchange rules and regulations, Michael Marks was appointed as the Chairman of the Audit Committee. Each member of the Audit Committee is "independent" as defined in Section 10A of the Securities Exchange Act of 1934.
 
 
 

 
 
The Board of Directors also authorized and approved creation of a Compensation Committee that will, among other things, make recommendations to the Board of Directors concerning salaries and incentive compensation for the Company's officers. Feng Xiaowei was appointed as the Chairman of the Compensation Committee. Each member of the Compensation Committee is "independent" as defined in Section 10A of the Securities Exchange Act of 1934.
 
"We are pleased to welcome Michael Marks to serve as a member of our Board of Directors. We believe that he will make an immediate and valuable contribution to the work of our Board," said Mr. Cao Wubo, Chairman and CEO of Genesis Pharmaceuticals Enterprises. "At its last meeting, our Board of Directors created an Audit Committee and Compensation Committee composed of independent Board members. We believe that the establishment of these committees will help to assure investors that Genesis is fully committed to the highest possible standards of corporate governance."
 
About Genesis Pharmaceuticals Enterprises, Inc.
 
Genesis Pharmaceuticals Enterprises, Inc. is a U.S. public company engaged in the research, development, production, marketing and sales of pharmaceutical products in the People's Republic of China. Its operations are located in Northeast China in an Economic Development Zone in Laiyang City, Shandong province. Genesis is a major pharmaceutical company in China producing tablets, capsules, and granules for both western and Chinese herbal- based medical drugs.
 
Safe Harbor Statement
 
Certain statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the Company's actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company's ability to introduce, manufacture and distribute new drugs. Actual results may differ materially from anticipated or predicted results, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company's ability to obtain raw materials needed in manufacturing, the continuing employment of key employees, the failure risks inherent in testing any new drug, the possibility that regulatory approvals may be delayed or become unavailable, patent or licensing concerns that may include litigation, direct competition from other manufacturers and product obsolescence. More information about the potential factors that could affect the Company's business and financial results is included in the Company's filings, available via the United States Securities and Exchange Commission.
 
 
 

 
 
For more information, please contact:

Genesis Pharmaceuticals Enterprises, Inc.
Ms. Elsa Sung, CFO
Tel:  +1-954-727-8436 
Email: genesispharm@gmail.com
Web: http://www.genesis-china.net

CCG Investor Relations, Inc.
Mr. Crocker Coulson, President
Tel:  +1-646-213-1915 
Email: crocker.coulson@ccgir.com
Web: http://www.ccgir.com
 
 
 

 



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