Item 3.02 Unregistered Sale of Equity Securities
On January 21, 2021, Shefali Vibhakar, President of Genesys Industries, Inc.
(the "Company") closed a Share Purchase Agreement (the "Agreement") that she
entered into with John Forzani to sell all of her 17,000,000 common shares and
10,000,000 preferred shares to John Forzani for cash consideration of $177,000.
Further, as part of the Agreement, Ms. Vibhakar agrees to spin out all of the
Company's assets (except for certain machinery valued at $40,000 - which is
subject to a separate purchase agreement) as well as all of the Company's
liabilities (except the Company's note with Tangiers Capital, LLC). The value
date of the assets and liabilities will be January 21, 2021.
Also, as of January 21, 2021, the Company entered into an acquisition agreement
with Mr. Forzani to acquire all of the ownership and the rights to certain late
developmental stage products, including the J4 Sport, J4 X and J4 Fitbelt in
exchange for the issuance of 1,000,000 common shares. As a result of this
acquisition, the Company is moving out of the precision CNC manufacturing and
fabrication business and moving into the health-tech wearable performance
business.
The Shares were issued to Mr. Forzani were issued in reliance upon the
exemptions from the registration requirements of the Securities Act of 1933, as
amended, afforded the Company under Regulation S as the securities were issued
in an "offshore transaction", as defined in Rule 902(h) of Regulation and the
Company did not engage in any directed selling efforts, as defined in Regulation
S, in the United States in connection with the sale of the securities. Mr.
Forzani is not a U.S. person, as defined in Regulation S, and is not acquiring
the securities for the account or benefit of a U.S. person.
Item 5.01. Changes in Control of Registrant.
On January 21, 2021, a change in control of the Company occurred pursuant to the
Agreement. Mr. Forzani now has voting control over 93.9% of the Company's issued
and outstanding common stock.
There are no arrangements or understandings among members of both the former and
new control groups and their associates with respect to election of directors or
other matters.To the knowledge of the Company, there are no arrangements,
including any pledge by any person of securities of the Company, the operation
of which may at a subsequent date result in a further change in control of the
Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers.On January 21, 2021, a shareholder holding
majority voting power of the shares of the Company, by written consent, voted to
elect John Forzani, Tom Forzani and Geoff Stanbury to the Company's board of
Directors.
On January 21, 2021, the Company received the resignation of Shefali Vibhakar as
the Company's President, Chief Executive Officer, Treasurer, Chief Financial
Officer, Secretary and Director. As a result of the foregoing changes, the
Company's Board of Directors now has 3 members.Also on January 21, 2021, the
Company appointed John Forzani as its President, Chief Executive Officer,
Treasurer, Chief Financial Officer and Secretary.
John Forzani is a former Professional Football Player and is an Entrepreneur and
Inventor. Mr. Forzani played Division 1 NCAA Football at Washington State
University, where he set an NCAA record for the longest touchdown reception.
During his professional football career, playing with his hometown Calgary
Stampeders, Mr. Forzani started creating his first invention. In 2017, Mr.
Forzani's founded, G-Tech Apparel USA Inc. and G-Tech Apparel Canada Inc. and
was issued a Utility & Design Patent from the USPTO, for G-Tech's Battery
Powered Thermal Handwarmer.
Mr. Forzani has been the founder of G-Tech Apparel USA Inc. and G-Tech Apparel
Canada Inc since 2014. From, 2014 to 2019, Mr. Forzani acted as CEO and CTO of
both companies.Tom Forzani is a one of three brothers to play for the Calgary
Stampeders of the CFL. Described as one of the best wide receivers to ever play
at Utah State, Mr. Forzani earned honorable mention All-America honors from The
Associated Press as a senior in 1972 as he led the nation with receptions, while
adding 1,169 receiving yards to set then-single-season school records in both
categories.
Following his Utah State career, Mr. Forzani played professionally for the
Calgary Stampeders from 1972-83 and was a five-time CFL All-Star. He finished
his CFL career ranking second all-time in Stampeders history in receptions
(553), receiving yards (8,825) and receiving touchdowns (62). Mr. Forzani was
named to Utah State's All-Century Football Team in 1993.Mr. Forzani began his
business career towards the end of his football career, earning his realtors
license in 1979. Mr. Forzani started Kelvion Properties in 1990, which
specialized in most aspects of the Real Estate business including Land Purchase,
Land Zoning, House Building, Land Sub Division, Mortgage Loaning and
Renovations.
In 1974, Mr. Forzani was one of the Original Founders and Owners of Forzani
Locker Room which became the Canadian publicly traded company The Forzani Group
in 1993. The Forzani Group went from one store in 1974, to a retail empire
encompassing more than 500 retail locations and over 13,000 employees. In 2011,
The Forzani Group sold to Canadian conglomerate Canadian Tire Corporation for
$800,000,000 (Canadian Dollars).
Mr. Forzani has been retired for the past 5 years.Geoff Stanbury was born and
raised in South West England and immigrated to North America at 19. In 1981
shortly after settling in Alberta, Mr. Stanbury founded his company Good Earth
Environs which specializes in Land, Snow, and Erosion management. Good Earth has
maintained contracts with some of Alberta's largest Residential companies
including Brookfeild RP, for over 20 years.
Today, Mr. Stanbury is a seasoned Investor with a portfolio ranging in both the
private and public sector. Mr. Stanbury is passionate about entrepreneurship and
innovation. He looks forward to providing veteran leadership to the board,
assisting in the best way possible, on the path to success.
Mr. Stanbury has been President, Founder and CEO of Good Earth Environs, a
private company, from 1981 to present.Messrs. Forzani and Stanbury will serve as
Company directors and officers until their duly elected successor is appointed
or they resign. There are no arrangements or understandings between Messrs.
Forzani and Stanbury any other person pursuant to which they were selected as an
officer or director. Tom Forzani is the father of John Forzani. Other than that
relation, there are no family relationships between Messrs. Forzani and Stanbury
and any of the Company's officers or directors. Messrs. Forzani and Stanbury
have not held any other directorships in a company with a class of securities
registered pursuant to section 12 of the Exchange Act or subject to the
requirements of section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940 during the past 5
years.
Item 8.01 Other Events
Effective January 21, 2021, the Company's new address is 30 Forzani Way NW,
Calgary, Alberta, Canada T3Z 1L5. The Company's new phone number is (702)
205-2064.
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