-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KJhQtA7GgOO3WYqG4Ge4YIerkH2aGen9LKwjxOMpCaatIpLckbAb/Y88j1/SuPF8 34NH7Bwq+7E2qfLpjusmDA== 0001408299-08-000003.txt : 20080716 0001408299-08-000003.hdr.sgml : 20080716 20080716152220 ACCESSION NUMBER: 0001408299-08-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080710 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant FILED AS OF DATE: 20080716 DATE AS OF CHANGE: 20080716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Generic Marketing Services, Inc. CENTRAL INDEX KEY: 0001408299 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 260561199 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52864 FILM NUMBER: 08954997 BUSINESS ADDRESS: STREET 1: 2811 REIDVILLE RD. STREET 2: SUITE 23 CITY: SPARTANBURG STATE: SC ZIP: 29301 BUSINESS PHONE: 864-316-2909 MAIL ADDRESS: STREET 1: 2811 REIDVILLE RD. STREET 2: SUITE 23 CITY: SPARTANBURG STATE: SC ZIP: 29301 8-K 1 generic.txt 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 of 1934 Date of Report (Date of earliest event reported): July 10, 2008 Generic Marketing Services, Inc. ------------------------------------------------ (Name of Small Business Issuer in its Charter) Nevada 000-52864 26-0561199 ---------------------------- ------------ ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2811 Reidville Road, Suite 23, Spartanburg, SC 29301 ---------------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) (864) 316-2909 --------------------------- (Issuer's telephone number) ------------------------------------------------------------- (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 the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ============================================================================= 1 Item 3.02 Unregistered Sales of Equity Securities On July 10, 2008, Generic Marketing Services (the "Company") issued 40,000,000 unregistered shares of its common stock, par value $0.001, from its treasury to fifteen individuals in exchange for $40,000 cash. Generic Marketing Services sold these shares to further capitalize the Company, in order to execute its business plan. Generic Marketing Services is relying on the exemption from registration provided by Section 4(2) and Rule 506 of Regulation D under the Securities Act of 1933, as amended ("Regulation D"), for sales to "accredited investors" (as such term is defined in Rule 501 of Regulation D). Each purchaser has represented to the Company that they are an "accredited investor." We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale. Item 5.01. Changes in Control of Registrant. The following information is being provided with respect to the Company after giving effect to the Change in Control pursuant to the requirements of Item 5.01 of Form 8-K. On July 10, 2008, the Company issued 40,000,000 unregistered shares of its common stock from its treasury to fifteen individuals. The issuance of these shares changed the control of the Company. (See Security Ownership of Beneficial Ownership and Management Table below.) Each share of common stock that the buyers acquired are entitled to one vote on all matters upon which such shares can vote. All shares of common stock are equal to each other with respect to the election of directors and cumulative voting is not permitted. There are no preemptive rights. In the event of liquidation or dissolution, holders of common stock are entitled to receive, pro rata, the assets remaining, after creditors, and holders of any class of stock having liquidation rights senior to holders of shares of common stock, have been paid in full. All shares of common stock are entitled to such dividends as the board of directors of the Registrant (the "Board of Directors") may declare from time to time. There are no provisions in the articles of incorporation or bylaws that would delay, defer or prevent a change of control. The Registrant does not have any other classes of issued and outstanding capital stock. Other than the transactions disclosed in this Form 8-K, the Company knows of no arrangements which may result in a further change in control of the Registrant. 2 SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT The following table sets forth information as of the date hereof with respect to the beneficial ownership of the outstanding shares the Company's common stock immediately following the issuance of 40,000,000 common shares by (i) our officers and directors; (ii) each person known by us to beneficially own five percent (5%) or more of our outstanding shares; and (iii) our officers and directors as a group. Amount Title Name and Address of shares Percent of of Beneficial held by of Class Owner of Shares Position Owner Class(1) - ------------------------------------------------------------------------------ Common Frank Arnone (2) Chairman/CEO 500,000 0.9% Common Marvin Housman, M.D. (3) Shareholder 20,000,000 39.3% Common T. J. Jesky (4) Shareholder 5,000,000 9.8%% Common Mark DeStefano (5) Shareholder 4,500,000 8.8% - ------------------------------------------------------------------------------ All Executive Officers, Directors as a Group (1 person) 500,000 0.9% (1) The percentages listed in the Percent of Class column are based upon 50,873,750 issued and outstanding shares of Common Stock. (2) Frank Arnone, 2811 Reidville Road, Suite 23, Spartanburg, SC 29301. (3) Marvin Hausman, M.D., 80 NW Columbia; P.O. Box 910, Stevenson, WA 98648. (4) T. J. Jesky, 2235 E. Flamingo Road, Suite 114, Las Vegas, NV 89119. (5) Mark DeStefano, 9604 Royal Lamb Drive, Las Vegas, Nevada 89145. 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. Generic Marketing Services, Inc. -------------------------------- Registrant By: /s/ Frank Arnone ------------------------------------ Name: Frank Arnone Title: President/Director Dated: July 11, 2008 ------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----