Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): October 10, 2007 (October 1,
2007)
GENESIS
TECHNOLOGY GROUP, INC.
(Exact
name of registrant as specified in Charter)
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Florida
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333-86347
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65-1130026
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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7900
Glades Road, Suite 420
Boca
Raton, Florida 33434
(Address
of Principal Executive Offices)
(561)
988-9880
(Issuer
Telephone number)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Forward
Looking Statements
This
Form 8-K/A and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the section of this report entitled
“Risk Factors”) relating to Registrant’s industry, Registrant’s operations and
results of operations and any businesses that may be acquired by Registrant.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels
of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements
to
actual results. The following discussion should be read in conjunction with
Registrant’s pro forma financial statements and the related notes filed with
this Form 8-K/A.
In
this Form 8-K/A, references to “we,” “our,” “us “Genesis” or the “Registrant”
refer to Genesis Technology Group, Inc., a Florida
corporation.
Introductory
Explanation
This
Form
8-K/A amends an earlier Current Report on Form 8-K filed by Genesis Technology
Group, Inc. on October 9, 2007 (the “October
9 Report”).
As
reported in the October 9 Report, Genesis acquired 100% of the capital stock
of
Karmoya International Ltd, a British Virgin Islands company (“Karmoya”)
in a
share exchange transaction dated October 1, 2007 (the “Exchange
Transaction”).
As a
result of the Exchange Transaction, Genesis acquired control of the business
and
operations of Karmoya and certain of its subsidiaries (collectively, the
“LJ
Group”).
This
Form 8-K/A amends the October 9 Report, to correct inadvertent inaccurate
information regarding products and sales revenue for the LJ Group’s operating
company, Laiyang Jiangbo Pharmaceutical Co., Ltd. (“Laiyang
Jiangbo”),
which
was disclosed in Item 2.01 of the October 9 Report in the subsection entitled
“DESCRIPTION OF BUSINESS - Principal Products or Services.”
Capitalized
terms used herein and not defined have the same meaning as in the October 9
Report. Items 1.01, 3.02, 5.01, 5.02, and 9.01 of the October 9 Report are
hereby incorporated by reference. Except for the revisions made to Item 2.01
in
the subsection entitled “DESCRIPTION OF BUSINESS - Principal Products or
Services” contained herein, all other disclosures in Item 2.01 of the October 9
Report remain unchanged and are hereby incorporated by reference.
Item 2.01 Completion
of Acquisition or Disposition of Assets
DESCRIPTION
OF BUSINESS
PRINCIPAL
PRODUCTS OR SERVICES
Laiyang
Jiangbo is engaged in research, development, production, marketing and sales
of
pharmaceutical products. It is located in Northeast China in an Economic
Development Zone in Laiyang City, Shandong province and is one of the major
pharmaceutical companies in China producing tablets, capsules, and granules
for
both Western medical drugs and Chinese herbal-based medical drugs. Approximately
20% of its current products are Chinese herbal-based drugs and 80% are Western
medical drugs. Laiyang Jiangbo has several Certificates of Good Manufacturing
Practices for Pharmaceutical Products (GMP Certificates) issued by the Shandong
State Drug Administration (SDA) and currently produces five
different types of drugs.
Laiyang
Jiangbo’s top four products in fiscal 2007 include Clarithromycin
sustained-release tablets, Itopride Hydrochloride granules, Ciprofloxacin
Hydrochloride tablets, and Paracetamol tablets.
Drug
Development and Production
Development
and production of pharmaceutical products is Laiyang Jiangbo’s largest and most
profitable business. Its principal pharmaceutical products include:
Clarithromycin
sustained-release tablets
Clarithromycin
sustained-release tablets, Chinese Drug Approval Number H20052746, are
semi-synthetic antibiotics for curing Clarithromycin sensitive microorganism
infections. Laiyang Jiangbo is one of only two domestic Chinese pharmaceutical
companies having the technology to manufacture this drug. Laiyang Jiangbo’s
sales of this drug were over RMB 248.4 million (US $31.82 million) in fiscal
2007, which is approximately 50% of the market share in China for this type
of
drug.
Clarithromycin
is the second generation of macrolide antibiotic and replaces the older
generation of Erythromycin. Clarithromycin first entered the pharmaceutical
market in Ireland in 1989, and as of 2007, it is one of thirty medicines which
generate the greatest sales revenue all over the world. Chemically,
Clarithromycin has a wider antimicrobial spectrum and longer duration of acid
resistance. Its activity is 2 to 4 times better than Erythromycin, but the
toxicity is 2-12 times lower.
Clarithromycin
sustained-release tablets utilize sustained-release technology, which requires
a
high degree of production technology. Because of the high degree of technology
required to produce this product, PRC production requirements are very strict
and there are very few manufacturers who gain permission to produce this
product. Therefore, there is a significant barrier to entry in the PRC market.
Currently, our Clarithromycin sustained-release tablets are the leading product
in the PRC domestic antibiotic sustained-release tablets market. Our goal is
to
maintain our current market share for this product.
Itopride
Hydrochloride granules
Itopride
Hydrochloride granules, Chinese Drug Approval Number H20050932, are a stomach
and intestinal drug for curing digestive system-related diseases. Laiyang
Jiangbo’s sales for this drug reached RMB 228.08 million (US $29.22 million) in
fiscal 2007, which is approximately 12.6% of the market share in China for
this
type of drug. This product is widely regarded for its pharmacological
properties, i.e. rapid absorption, positive clinical effects, and few side
effects. Based on clinical observation, it has been shown that Itopride
Hydrochloride granules can improve 95.1% of gastrointestinal indigestion
symptoms.
Itopride
Hydrochloride granules are the fourth generation of gastrointestinal double
dynamic medicines, which are used for curing most symptoms due to functional
indigestion. The older generations are Metoclopramide Paspertin, Domperidone
and
Cisapride.
Itopride
Hydrochloride granules are SDA-approved and entered the PRC pharmaceutical
market in June 2005. Since 2005, Laiyang Jiangbo has seized the opportunity
presented by this product by rapidly establishing a domestic sales network
and
developing the market for this product. Currently, this product has competition
from two other famous stomach medicines, namely Dompendone Tablets and Vitamin
U
Belladonna and Aluminum Capsules II. Itopride Hydrochloride granules are a
new
product for Laiyang Jiangbo, but it already has a nationwide sales network
in
China. Laiyang Jiangbo’s goal is to have sales of Itopride Hydrochloride
granules exceed sales of the other two medicines in the near
future.
Ciprofloxacin
Hydrochloride tablets
Ciprofloxacin
Hydrochloride tablets, Chinese Drug Approval Number H37022737, are an antibiotic
drug used to cure infection caused by bacteria. Laiyang Jiangbo’s sales for this
drug reached RMB 91.73 million (US $11.75 million) in fiscal 2007, which is
approximately 19.61% of the total market for this type of antibiotic drug in
China.
Due
to a
stoppage in production of raw material manufacturing in PRC in 2004, the price
of certain raw materials which are used to produce Ciprofloxacin Hydrochloride
tablets rose rapidly and Laiyang Jiangbo seized this opportunity by using its
stored raw materials to produce a significant amount of Ciprofloxacin
Hydrochloride tablets. As a result, Laiyang Jiangbo’s sales of this product won
a large percentage of the market in PRC from 2004 to 2006. However, other
companies resumed production in 2007, which has lead to stronger competition
and
a decrease in Laiyang Jiangbo’s profits for this product. Despite the recent
decrease in profits for this product, Laiyang Jiangbo’s goal is to continue
producing Ciprofloxacin Hydrochloride tablets as a principal product to promote
the popularity of its product and brand.
Paracetamol
tablets
Paracetamol
tablets, Chinese Drug Approval Number H37022733, are a nonprescription analgesic
drug, mainly used for curing fever due to common flu or influenza. It is also
used for relief of aches and pains. Laiyang Jiangbo’s sales for this drug
reached RMB 26.61 million (US $3.41 million) in fiscal 2007, which is
approximately 0.6% of the total market for similar types of drugs in
China.
Laiyang
Jiangbo is authorized by the PRC Ministry of Health to be an appointed producer
of common antibiotics in Jiangsu Province, Guangdong Province, Zhejiang
Province, Fujian Province, Shandong Province and Guangxi Province. Paracetamol
tablets are one of PRC’s national A-level Medicare medicines. This product
entered the Chinese market in July 2004.
Baobaole
Chewable tablets
Baobaole
Chewable tablets, Chinese Drug Approval Number Z20060294, are a new product
of
Laiyang Jiangbo and entered the market in August 2007. Baobaole Chewable tablets
are nonprescription drugs for gastric cavity aches. This drug stimulates the
appetite and promotes digestion. Baobaole is used to cure deficiencies in the
spleen and stomach, abdomen aches, loss of appetite, and loose bowels. Its
effects are mild and lasting.
As
of
August 2007, Laiyang Jiangbo has completed its entire distribution network
for
this product and its goal is to reach sales volume of RMB 140 million (US $17.93
million) for this product for the fiscal year ended June 30, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report on Form 8-K/A to be signed on its behalf by the
undersigned hereunto duly authorized.
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GENESIS
TECHNOLOGY GROUP, INC.
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By: |
/s/
Cao Wubo
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Cao
Wubo
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Chief
Executive Officer
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Dated:
October 10, 2007