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 of 1934
Date of Report (Date of earliest event reported) December 13, 2004
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GENESIS TECHNOLOGY GROUP, INC
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation)
333-86347 65-1130026
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(Commission File Number) (IRS Employer Identification No.)
777 Yamato Road, Suite 130, Boca Raton, Florida 33431
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(Address of Principal Executive Offices) (Zip Code)
(561) 988-9880
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(Registrant's Telephone Number, Including Area Code)
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(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 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 133-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Genesis Technology Group, Inc. (the "Company") entered into a
Separation and Severance Agreement ("Agreement") with Dr. James Wang
("Dr.Wang"), Yastock Investment Consulting Company, Limited ("Yastock"), and
Shanghai Yastand Information Technology Company, Limited ("Yastand") as of the
13th day of December 2004. The Agreement provides, effective December 13th,
2004, the resignation of Dr. Wang as President, Chairman of the Board and as a
director of the Company, and the termination of his Employment Agreement dated
August 1, 2004, including all rights, benefits and obligations pursuant thereto.
The Agreement provides the following severance provisions:
(a) The Company shall transfer its ownership interest in and to Yastock
and Yastand, free and clear of all liens, pledges, hypothecation, option,
contract and other encumbrance, to the previous owners.
(b) Yastock/Yastand shall transfer all rights and privileges of the
following agreements to Company:
panel contract
personal computer agreement
OEM agreement
PC contract
(c) The Company shall transfer to Yastock 2/3rds of its ownership
interest in the joint venture with CIIC Investment Banking Services Company,
Limited, free and clear of all liens, pledges, hypothecation, option, contract
and other encumbrance.
(d) The Company shall issue Dr. Wang 562,5000 shares of the Company's
common stock ("Shares") pursuant to the Company's 2004 Stock Option Plan, which
Shares shall be registered under an effective registration statement on Form
S-8.
(e) The Company shall pay Dr. Wang $100,000 on the day after the
Company files its annual report on Form 10-KSB for the year ended September 30,
2004 with the Securities and Exchange Commission ("SEC") and the Annual Report
is accepted by the SEC edgar filing system.
(f) Dr. Wang will provide substantial assistance to the Company in the
preparation of the Company's annual report and organization of all audits of
subsidiaries. Dr. Wang will assist the Company in maintaining a positive
relationship between the Company and its subsidiary, Chorry Technologies, LTD.
(g) Dr. Wang's options ("Options") to purchase 1,500,000 shares
("Option Shares") of the Company's common stock at an exercise price of .06
cents per share received pursuant to the Employment Agreement and the Company's
Non-Qualified Stock Option Plan, shall terminate on December 31, 2005, unless
exercised prior thereto.
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(h) For a period of three (3) years, Wang, Yastock and Yastand shall
not (i) without first obtaining the written consent of the Company, directly or
indirectly, do business with any of the past or current customers of the
Company, or (ii) directly or indirectly, solicit or proposition, or otherwise
attempt to induce any of the customers of the Company to terminate their
relationships with the Company.
(i) The Company shall, if Dr. Wang is made a party, is threatened to be
made a party, to any action, suit or proceeding, whether civil, criminal,
administrative, or investigative (a "Proceeding"), by reason of the fact that
Dr. Wang was a director, officer, or employee of the Company, or was serving at
the request of the Company as a director, officer, member, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Proceeding is Dr. Wang's alleged action in an official capacity
while serving as a director, officer, member, employee, or agent, indemnify and
hold Dr. Wang harmless to the fullest extent legally permitted or authorized by
the Company's Articles of Incorporation, Bylaws, or resolutions of the Board of
the Company, or, if greater, by the laws of the State of Florida.
(j) The Company shall transfer to Yastock 95,000 shares of Dragon
International Group Corp. restricted common stock.
With the departure of Dr. Wang, Dr. Li Shaoquing, a Director of the
Company, assumed responsibility for overseeing the Company's operations in China
as CEO of Genesis' China operations. In connection with the assumption of
operating responsibility, Dr. Li has entered into an agreement with the Company,
and will be paid $4,000 per month for a twelve-month term. He will also receive
1,000,000 shares of common stock of the Company as well as 5% of net profits
attributable to Genesis' China operations.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On December 13, 2004, as described in the Separation and Severance Agreement
discussed in Item 1.01 above, the Company and Dr. Wang amicably terminated the
Employment Agreement dated August 1, 2004 between the Company and Dr. Wang.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) On December 13, 2004, as described in the Separation and Severance
Agreement discussed in Item 1.01 above, Dr. James Wang resigned as President,
Chairman of the Board and as a director the Company.
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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/ Kenneth Clinton
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Kenneth Clinton
Chief Operating Officer
DATED: December 17, 2004
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