標題: 答「華夏之聲」友人有關GTEC的評論 [列印本頁] 作者: jp8888 時間: 2007-11-15 06:26 標題: 答「華夏之聲」友人有關GTEC的評論 Stock Activity
Last Price 0.30
52 Week High 0.49
52 Week Low 0.09
Volume 544,850
Average Daily Volume (13wk) 1.41 Mil
50 Day Moving Average 0.25
200 Day Moving Average 0.17
Volatility (beta) 3.83
Genesis Pharmaceuticals Enterprises, Inc, formerly Genesis Technology Group, Inc., is a business development and marketing firm that specializes in advising and providing a turn key solution for Chinese small and mid-sized companies entering Western markets.
基金持有25000股。
McIntyre, Freedman & Flynn Investment Advisers, In 15,000
Cape Cod Five Cents Savings Bank 10,000
Genesis Pharmaceuticals Announces Signing of $5 Million Private Placement
Financing
Thursday November 8, 8:30 am ET
LAIYANG, China, Nov. 8, 2007 (PRIME NEWSWIRE) -- Genesis Pharmaceuticals
Enterprises, Inc. (OTC BB:GTEC.OB - News) (``Genesis'' or the ``Company''),
a leading pharmaceutical company in the People's Republic of China, announced
today that it has completed a private placement of $5 million of convertible
notes and common stock purchase warrants with Pope Investments, LLC. The
notes mature on November 30, 2010 and are convertible into the Company's
common stock at a conversion price of $0.25 per share. The Company also
issued warrants to purchase 10,000,000 shares of common stock at an exercise
price of $0.32.
4)如果要等到所有大的基金都進來您再買，您就只能貴買賤賣了。
我不是要大家去冒險，只是要大家擦亮眼。
This kind of chance doesn't happen all the time. Just to share. Hope someone will realize the value!
編輯 引用 報告 回復
[推薦] 美元貶值，還不來賺歐元？免費模擬炒匯，現在體驗
Securities representing equity ownership in a corporation, providing voting rights, and entitling the holder to a share of the company's success through dividends and/or capital appreciation. In the event of liquidation, common stockholders have rights to a company's assets only after bondholders, other debt holders, and preferred stockholders have been satisfied. Typically, common stockholders receive one vote per share to elect the company』s board of directors (although the number of votes is not always directly proportional to the number of shares owned). The board of directors is the group of individuals that represents the owners of the corporation and oversees major decisions for the company. Common shareholders also receive voting rights regarding other company matters such as stock splits and company objectives. In addition to voting rights, common shareholders sometimes enjoy what are called "preemptive rights". Preemptive rights allow common shareholders to maintain their proportional ownership in the company in the event that the company issues another offering of stock. This means that common shareholders with preemptive rights have the right but not the obligation to purchase as many new shares of the stock as it would take to maintain their proportional ownership in the company. also called junior equity.作者: 華夏之聲 時間: 2007-11-15 06:57
既然你說『不知是您英文不好，還是一時糊塗。』
我顯然不是你的友人。
1)For the people who care, I have been with this stock for over 4 years
and will try to give a short history along with my opinions of this merger.
GTEC's recent business has been bringing Chinese companies to the US equity
markets. They have succeeded with LTUS and SPEH and have received restricted
shares of these companies for their efforts. GTEC had 4 more clients who
were scheduled to follow suit in FY08, but the Chinese imposed a new regulation(
REG 106) in JUly 2007, which put large obstacles in the way. Therefore,
GTEC took its biggest client(LiangBo Pharmaceuticals) and completed a reverse
merger, and in turn the US shareholders were given 25% of the company. Since
the US shareholders combined(with warrants and options) own 100M shares,
LiangBo shareholders were given 300M(6M B shares to be converted later).
Being that only 200M were allowed with the old GTEC, the board agreed to
allow 600M shares. This had to be done to complete the merger, it is not
a real dilution. So in all, the new company, Genesis Pharmaceutical, has
600M authorized shares, but only 400M are currently assigned. The other
200M shares can be assigned in the future to allow for equity financing
which will most likely be used to strengthen the company through acquisitions.
When figuring out PE for trailing and future growth use the 400M share
number. Genesis Pharm.(LiangBo) has 55M in assets, and trailing annual net
income of 22M. This net income accounts for 0.055 per share and at a share
price of 0.40, the trailing PE would be 7.27. Considering the potential
growth of this company, this company is extremely undervalued. Given a close
comparison, use DRUG.OB as an example(as per Stock_Master). They are on the
OTCBB, have earnings not as strong as GTEC, but trade at a PE over 25. If
GTEC grows 50%, and is given a 25 PE, its share price would be over $3.
Some newbies have questioned the reverse stock split of 7:1. IMO, this would
happen for one reason, and that would be to get to a larger more credible
exchange. This is a good thing, and would make GTEC comparable to say an
AOB. So, do your own Due Diligence(DD), read the recent SEC filings thru
and thru, don't listen to these non-sensual bashers, and make up your own
mind.
Carl Sentiment : Strong Buy
2)Form 8-K for GENESIS PHARMACEUTICALS ENTERPRISES, INC.
9-Nov-2007
Unregistered Sale of Equity Securities, Financial State
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 6, 2007, Genesis Pharmaceuticals Enterprises, Inc. (the "Company"
) entered into a Securities Purchase Agreement with Pope Investments, LLC
(the "Investor") pursuant to which the Company, on November 7, 2007 (the
"Closing Date") issued and sold to the Investor, for $5,000,000 (a) 6% convertible
subordinated debentures due November 30, 2010 (the "Debenture") and (b)
a three-year warrant (the "Warrant") to purchase 10,000,000 shares of the
Company's common stock, par value $0.001 per share, at an exercise price
of $0.32 per share, subject to adjustment as provided therein.
The Debenture bears interest at the rate of 6% per annum, payable in semi-annual
installments on May 31 and November 30 of each year, with the first interest
payment being due on May 31, 2008. The initial conversion price ("Conversion
Price") of the Debentures is $0.25 per share. If the Company issues common
stock at a price that is less than the effective Conversion Price, or common
stock equivalents with an exercise or conversion price less than the then
effective Conversion Price, the Conversion Price of the Debenture and the
exercise price of the Warrant will be reduced to such price. The Debenture
may not be prepaid without the prior written consent of the Holder.
In connection with the Offering, the Company's principal stockholder placed
in escrow 20,000,000 shares of Common Stock, which shall be replaced by
20,000,000 shares issued by the Company in the name of the escrow agent,
at which time the shares delivered by the principal stockholder will be
returned. In the event the Company's consolidated Net Income Per Share (as
defined in the Purchase Agreement), for the year ended June 30, 2008 is less
than $0.038, the escrow agent shall deliver the 20,000,000 shares to the
Investor.
Pursuant to the Securities Purchase Agreement, the Company entered into
a Registration Rights Agreement. Pursuant to the Registration Rights Agreement,
the Company must file on each Filing Date (as defined in the Registration
Rights Agreement) a registration statement to register the portion of the
Registrable Securities (as defined therein) as permitted by the Securities
and Exchange Commission's guidance.
The initial registration statement must be filed within 90 days of the Closing
Date and declared effective within 180 days following the Closing Date.
Any subsequent registration statements that are required to be filed on
the earliest practical date on which the Company is permitted by the Securities
and Exchange Commission's guidance to file such additional registration statement.
Such additional registration statements must be effective 90 days following
the date on which it is required to be filed.
In the event that the registration statement is not timely filed or declared
effective, the Company will be required to pay liquidated damages. Such
liquidated damages shall be, at the investor's option, either $1,643.83
or 6,575 shares of Common Stock per day that the registration statement
is not timely filed or declared effective as required pursuant to the Registration
Rights Agreement, subject to an amount of liquidated damages not exceeding
either $600,000, 2,400,000 shares of Common Stock, or a combination thereof
based upon 12% liquidated damages in the aggregate.
The sale of the Debenture and Warrants and the issuance of the 20,000,000
shares to be held in escrow are exempt from the registration requirements
of the Act for the private placement of these securities pursuant to Section
4(2) of the Act and/or Rule 506 promulgated thereunder since, among other
things, the transaction did not involve a public offering, the investors
were accredited investors and acquired the securities for investment and
not resale, and the Company took appropriate measures to restrict the transfer
of the securities.
Copies of the Securities Purchase Agreement, Convertible Subordinated Debenture,
Common Stock Purchase Warrant, and the Registration Rights Agreement are
filed as exhibits to this Current Report on Form 8-K. The summary of these
agreements as set forth above is qualified by reference to such exhibits.
我個人更喜歡翻倍率高的。作者: 華夏之聲 時間: 2007-11-15 20:57 標題: 回復 #4 jp8888 的帖子 "The notes mature on November 30, 2010 and are convertible into the Company's common stock at a conversion price of $0.25 per share. "
你連債轉股這種事情都不清楚。債轉股，就是額外增發股份。
買GTEC這種股票，還不如買大股票option，我看許多股票風險還小點，回報還高點。不信你買幾個wm、mer、wfc、c、bac到2010年2月的call。作者: jp8888 時間: 2007-11-16 10:07 標題: 回復 #7 王劍 的帖子 Thank you very much for the information. I surely will take a serious look.作者: jp8888 時間: 2007-11-16 11:10 標題: 回復 #6 華夏之聲 的帖子 因為我真的不知道什麼是「債轉股」，因此在網上查了一下。
A Final Letter to Our Shareholders
October 1, 2007
Dear Fellow Shareholders:
This will be the final letter that I, as your CEO, write to our Shareholders. After five years of serving in that role, I am honored to turn over this position to Mr. Wubo Cao, founder of Laiyang Jiangbo Pharmaceuticals Co., Ltd. ("LJPC"), one of China's most dynamic and fastest growing pharmaceutical enterprises.
As the "crowning achievement" of Genesis management, your company has officially merged with LJPC, and effectively the Chinese company will guide the merged Company's future. This action was taken after years of seeking a suitable partner and numerous failed attempts. But such delays proved propitious for our Shareholders, as no former candidate came close to the power and potential of LJPC.
Before listing the accolades of LJPC and what the future might hold, I want to explain the structure, the history of the merger, and what present and future Shareholders might expect.
Structure of the Merger
Upon final completion of the merger, signified by the upcoming filing of the commonly called "Super 8K", present GTEC shareholders will own 25% and LJPC will own 75% of the merged entity to be known as Genesis Pharmaceutical Enterprises, Inc. For the time being, the stock symbol (GTEC) shall remain the same.
Past GTEC officers-CEO Gary L. Wolfson, CFO Adam Wasserman, and President Kenneth Clinton-have resigned, being replaced by LJPC management, led by Chairman/CEO Wubo Cao and Chief Financial Officer Elsa Sung. Board Directors Dr. Shaohua Tan and Messrs. Wolfson and Clinton have also been replaced by LJPC appointees, although Independent Directors Robert D. Cain and Rodrigo Arboleda remain on the new Board of Directors.
The Genesis Equity Partners, LLC, stock portfolio, the assets earned through GTEC's private-to-public business model, shall exist as a subsidiary of the merged Company, under the direction of an appointee of the previous GTEC Board. This portfolio will be methodically liquidated to cover all remaining expenses incurred by GTEC and GEP, with any dividends to be paid out to only U.S. shareholders in GTEC. More details about this subsidiary will be forthcoming.
History of the Merger
In May 2007, GTEC announced the signing of an agreement with LJPC, but the actual final decision to pursue the merger strategy did not occur until site visits by Dr. Shaohua Tan and Mr. Wolfson in June. LJPC had been sourced, screened and cultivated by Dr. Tan, who has headed the China operations since October 2005, with pronounced success. Completing a rigorous and extensive due diligence process, GTEC concluded that LJPC was an ideal merger partner. The strength and potential of LJPC, augmented by superior leadership and history, were the deciding factors. On the advice of counsel and because the merger contract could be cancelled at any time during the process, Genesis management and directors were committed to total confidentiality and secrecy until the merger was officially completed on Monday, October 1, 2007.
Because of the size and scope of LJPC, Genesis engaged Moore Stephens Wurth Frazer and Torbet, LLP ("MSWFT") of Los Angeles, California, as the auditor. AllBright Law Firm of Shanghai and Richardson Patel Law Firm of L.A. served as LJPC's counsel; while Schneider Weinberger Beilly, corporate counsel for Genesis since its inception, served GTEC.
On July 1, 2007, the CSRS, China's equivalent to the U.S. Securities & Exchange Commission, imposed Regulation No. 106, which ostensibly required new and complicated government approvals on any mergers with U.S. public companies. This regulation apparently has been viewed, by U.S. financial experts, as a serious obstacle in completing such mergers, as the Chinese government has a history of acting unevenly and slowly in granting such approvals. Yet, when confronted with the challenge and with Mr. Cao's leadership, LJPC became only the second company in the entire country to obtain "Regulation No. 106 approval", and thus joined an elite group to complete a merger in the U.S.
In early September 2007, Dr. Tan, Mr. Wolfson and a U.S. financial advisor returned to LJPC, located in the coastal city of Laiyang, Shandong Province. Over a period of days, the final steps to completing the merger were devised. Upon returning to the U.S., Mr. Wolfson called for a Board of Directors meeting, which resulted in unanimous approval of the final merger transaction.
The merger between Laiyang Jiangbo Pharmaceuticals Co., Ltd and Genesis Technology Group, Inc. occurred officially on Monday, October 1, 2007, creating Genesis Pharmaceuticals Enterprises, Inc. (OTCBB: GTEC).
Profile of LJPC
For its fiscal year ended June 30, 2007, LJPC reported total revenue of $76,000,000; net income of $22,000,000; total assets of $55,000,000; and cash on hand of $17,000,000. Revenues have grown by an average of 187% over the previous two years, and net income has risen by an average of 748% over the same period, based on research by a U.S. consulting firm and merchant bank, which inspected the LJPC facilities in Laiyang City in September.
LJPC's fiscal years, as audited by MSWFT, run from July 1st to June 30th of each calendar year. Moore Stephens will serve as GTEC's auditor going forward.
An independent U.S. financial advisor accompanied Dr. Tan and Mr. Wolfson to LJPC last month and provided the following information:
Laiyang Jiangbo Pharmaceuticals was established in July 2003 and is a medium-sized pharmaceutical company that is currently producing and selling five (5) Government approved drugs with several in the pipeline awaiting final approval. The company is located in Northeast China in an Economic Development Zone, Laiyang City, Shandong Province.
The company has 440 full time sales representatives and 620 part time representatives located in all major commerce areas across China
The company has numerous GMP (Chinese State Drug Administration - SDA) approved manufacturing facilities and production lines and is approved to produce tablets, capsules and granules. In 2007, LJPC produced 300 million tablets, 50 million bags of granule and 50 million capsules. Company's top four products include Clarithromycin sustained-release tablets, Itopride Hydrochloride granules, Ciprofloxacin Hydrochloride tablets, and Paracetamol tablets.
The Future of GTEC
GTEC has become a pharmaceutical company, with a subsidiary that holds the stock earned during its previous private-to-public business model. That stock will be liquidated, over a period of time, and the resulting cash will be utilized to cover existing and ongoing expenses related to the program, with the remaining cash, if any, to be distributed as a dividend to its U.S. shareholders. Upon liquidation, the subsidiary will be dissolved no later than 12 months hence.
The future of Genesis Pharmaceutical Enterprises, Inc. (OTCBB: GTEC) shall be determined by Mr. Wubo Cao, his experienced staff and Board of Directors. In the near future, Mr. Cao will reveal the plans for the Company's future. A new website is under construction and should debut soon.
After five years of serving your Company and 15 years of working in China, I am gratified that we have succeeded in reaching our allusive goal. To call the merger the "crowning achievement" of management is no exaggeration. My own contribution in attaining this reward is only a small part of the huge effort and remarkable achievements of numerous professionals, including:
Dr. Shaohua (Joshua) Tan, whose leadership in China, revolutionized the Company. Dr. Tan, with whom I have worked closely for nine years, is a man of unsurpassed ability and integrity. With his energy and optimism, Dr. Tan infected the entire Company and its support teams with enthusiasm and confidence. Nurturing his network that took decades to build, no one is more effective or influential in Chinese business than Joshua Tan.
Kenneth Clinton, who revamped the Company's management beginning in July 2002, and focused operations on the profitable private-to-public program. Ken never gave up on Genesis, even during the darkest periods when the future was uncertain and problems seemed insurmountable.
Adam Wasserman, who served as a tireless and effective Chief Financial Officer, from the inception of the Company. Adam is among the most respected and popular professionals working with Chinese companies. In addition to his expertise, Adam's humility and sincerity resonant with the Chinese.
Jim Schneider, whose guidance as Corporate Counsel proved invaluable. No one speaks with more knowledge or authority in the public market sector. To complete the merger, Schneider Weinberger and Beilly worked closely with Richardson & Patel and AllBright Law Firms in a cooperative effort that resulted in a smooth and effective transition. The lawyers in all three firms are to be commended.
Steve Sherb, whose firm Sherb & Company served as auditor for the Company from its inception through 2007. Sherb has expertise in working with Chinese companies, and this is no minor achievement. Someone told me that your auditor is more like a spouse than any other professional relationship, and I urge the old adage of "never go to bed angry" should apply to both marriages and auditors. In reality, Sherb & Co. seriously protects the Shareholders and meticulously abides by the arcane regulations of the S.E.C.
Robert D. Cain and Rodrigo Arboleda, who remain as Directors of the merged Company, who never wavered in their dedication to serve all Shareholders. Their credentials, experience and guidance proved of great value in the past year, as the merger strategy crystallized.
Gregory Wolfson, my son who worked in the Shanghai operation during the most contentious and difficult period in the Company's history. Greg has moved on to other challenges, but without his devotion and steadfastness, Genesis may not have been able to reach its success today.
A long list of professionals, both in the U.S. and China, who have performed remarkably with countless challenges from a foreign government and in an economy that has boggled the minds of experts throughout the world.
And most of all, to our Shareholders, who have exhibited great patience and confidence during times that were often difficult and uncertain. We have always been sincerely dedicated to our Shareholders, and we offer our heartfelt appreciation for your loyalty over the years.
Two more groups deserve special recognition, although not as part of the Genesis family, per se. I must express my deep and abiding gratitude to the Chinese people. Since October 1992, they-and their remarkable country-have dominated my life. I have said repeatedly that China has supported my family continuously for the past 15 years, and I cannot put into words what an astonishing experience this has been. The Chinese people are like people everywhere. They want to make the future better for their children. Generally, politics and the vagaries of governments are of little interest to the average Chinese. Yet, they are different from Westerners, to be sure. They view the whole as being more important than its parts, while we have an unshakeable dedication to focusing on the individual. As Rob Gifford observes in his new book China Road, the best book ever written on contemporary China, countries like France have implemented the 35-hour work week, which is often only two days of labor for many Chinese. The Chinese believe that the future is theirs, and the optimism of that country is unmatched in the world today. If you have not visited China, I urge you to witness the dynamo of the 21st century, and, most of all, enjoy some of the most energetic and friendly people on the entire planet.
The second group, and most important to me, is my own family who persevered during very difficult times, especially during my early years in China. Their understanding, faith and encouragement are the only reasons that I could have survived, persisted and reached this final destination.
我說的對不對,不信你可以問一下你的老闆曹務波.作者: jp8888 時間: 2007-12-9 23:10 標題: 回復 #10 fyllqlmn 的帖子 You basically copied this post from the other web site.
Well, my answer is the same:多謝指點! 我本是小小投資人，既然先生這麼了解曹務波，可否告我您是如何認識他的？我的資料全是網上(SEC FILING)看來的。
