Completed Deal Case Study:

  • In 2006 Genesis partner met China Inc. CEO who agreed to engage with Genesis in the Private-to-Public Process
  • Genesis engaged a local Chinese PCAOB qualified CPA to conduct a pre-audit
    • Organize the partner company so it is GAAP-compliant
    • Organize company’s records so they are ready for full audit
    • Identify any other issues that might impede the PPP process
  • Genesis engaged both a U.S.-based and a China-based law firm to conduct “pre-legal” preparation and assessment prior to full legal review
  • Upon satisfactory completion of pre-audit, Genesis selected and engaged a U.S. auditor with a strong presence in China
    • Auditor, equipped with specialized knowledge of Chinese accounting practices, prepared fully audited financial statements consistent with U.S. accounting principles
  • While audit was ongoing, full legal review commenced
    • Chinese firm addressed all the legal issues related to transferring ownership of assets to an overseas entity with the CSRC (China’s equivalent of the SEC)
    • U.S. law firm addressed these same legal issues with the SEC
  • China Co shareholder structure was reorganized to comply with SEC requirements. Genesis established a Nevada corporation that became the new U.S. corporate entity for Lotus
  • Genesis, working with the U.S. law firm, acquired a suitable U.S. OTCBB shell for the purpose of taking China Inc. public. Acquisition of shell was completed after rigorous due diligence
  • Genesis explored potential funding sources to provide capital for China Inc. ongoing operations, to be invested in the public entity
  • Stock exchange agreement was signed, swapping shares between the private Nevada corporation and the public shell, thus effecting completion of a reverse-merger
  • Within 4 days of execution of the stock exchange agreement, the newly public China Inc. filed a “Super 8-K” with the SEC, thus completing the public-to-private process and allowing it to trade publicly
  • Genesis continued its support of China Inc. financial operations by lining up market makers to begin trading the new China Inc. stock
  • Closing of $3 million financing; Genesis also raised an additional $5 Million from 3rd party investors to provide additional expansion capital to fund several acquisitions