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): August
29, 2008
GENESIS
PHARMACEUTICALS ENTERPRISES, INC.
(Exact
name of registrant as specified in charter)
Florida
(State
or
other jurisdiction of incorporation)
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333-86347
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65-1130026
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Middle
Section, Longmao Street, Area A, Laiyang Waixiangxing Industrial
Park
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Laiyang
City, Yantai, Shandong Province, People’s Republic of China
265200
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(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))
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
statements contained in this Form 8-K that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934,
as amended. These include statements about the Registrant’s expectations,
beliefs, intentions or strategies for the future, which are indicated by words
or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the
Registrant believes,” “management believes” and similar words or phrases. The
forward-looking statements are based on the Registrant’s current expectations
and are subject to certain risks, uncertainties and assumptions. The
Registrant’s actual results could differ materially from results anticipated in
these forward-looking statements. All forward-looking statements included in
this document are based on information available to the Registrant on the date
hereof, and the Registrant assumes no obligation to update any such
forward-looking statements.
Item
3.03. Material Modifications to Rights of Security Holders.
The
information set forth in Item 5.03 is incorporated by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August
29, 2008, Genesis Pharmaceuticals Enterprises, Inc. (the “Company”) received
confirmation from the Department of State of the State of Florida that the
Articles of Amendment to the Amended and Restated Articles of Incorporation
(“Amended Articles of Incorporation”) to effect a reverse stock split was duly
filed and on September 3, 2008, the Company effected
a reverse stock split pursuant to which each forty (40) currently outstanding
shares of common stock, par value $0.001, were automatically converted into
one
(1) share of common stock, par value $0.001, and the total number of shares
of
our common stock outstanding was reduced from 412,986,078 shares to
approximately 10,325,000 shares (the "Stock Split").
Pursuant
to the Amended Articles of Incorporation, the maximum number of shares of common
stock that the Company is authorized to issue was also reduced from 900,000,000
to 22,500,000.
Each
stockholder's percentage ownership interest in the Company and proportional
voting power remains unchanged after the reverse stock split except for minor
changes and adjustments resulting from rounding of fractional interests. The
rights and privileges of the holders of common stock are substantially
unaffected by the reverse stock split.
A
form of
the Amended Articles of Incorporation that was filed with the Department of
State of the State of Florida is attached to this Form 8-K as Exhibit
3.1.
Item.
8.01. Other Events
On
September 4, 2008, the Company issued a press release announcing the reverse
stock split and the commencement of trading of its common stock under a new
trading symbol, GNPH. A copy of the Press Release is attached hereto as Exhibit
99.1.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles
of Amendment to the Registrant’s Articles of
Incorporation
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99.1
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Press
Release, dated September 4, 2008
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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.
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GENESIS PHARMACEUTICALS ENTERPRISES,
INC. |
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By: |
/s/ Wubo Cao |
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Name:
Wubo Cao
Title:
Chief Executive Officer
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| Dated: September
5, 2008 |
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