Attached files
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| EX-10.1 - STOCK PURCHASE AGREEMENT - INTERCLOUD SYSTEMS, INC. | f8k081511ex10i_genesis.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 15, 2011
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GENESIS GROUP HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-32037
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65-0908171
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2500 N. Military Trail, Suite 275, Boca Raton, FL
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33431
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(561) 988-1988
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(Former name or former address, if changed since last report)
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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))
Item 1.02 Entry into a Material Definitive Agreement
On August 15, 2011 we entered into a Stock Purchase Agreement with Tropical Communications, Inc. and their principle shareholder for the purchase of 100% of the issued and outstanding stock of that company. Tropical Communications, Inc. is a telecommunications infrastructure and structured cabling provider located in Miami, Florida.
Under the terms of the Agreement, and subject to the completion of due diligence, the company will issue 1,000,000 shares of common stock in exchange for all of the shares of Tropical Communications, Inc.
Additional compensation will be paid in form of an earn-out as well as cashless warrants priced at .30 per share for up to 500,000 additional shares, for each $500,000 in earnings during the twenty-four months following closing.
The closing of the transaction is not scheduled as yet.
Item 9.01 Exhibits
Stock Purchase Agreement
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 GROUP HOLDINGS, INC.
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Date: August 16, 2011
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By: /s/ Gideon Taylor
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Gideon Taylor,
Chief Executive Officer
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