<HTML>
<HEAD>
   <TITLE>genesis8k112409.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing</TITLE>
</HEAD>

<BODY bgcolor="#ffffff">


<A name="page_1"></A>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=5>UNITED STATES</FONT></B><BR>
<B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=5>SECURITIES AND EXCHANGE COMMISSION</FONT></B></TD></TR></TABLE></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=2>WASHINGTON, D.C. 20549</FONT></B><BR>
<B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=2>______________________</FONT></B></TD></TR></TABLE></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=5>FORM 8-K</FONT></B></TD></TR></TABLE></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">CURRENT REPORT</FONT></B><BR>
<B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</FONT></B></TD></TR></TABLE></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Date of Report: November 24, 2009</FONT></B><BR>
<BR>
<B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=5>GENESIS SOLAR CORPORATION</FONT></B><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>(Name of registrant as specified in its charter)</FONT></TD></TR></TABLE></P>
<TABLE style="WIDTH: 726px; HEIGHT: 95px" cellSpacing=0 cellPadding=0 align=center border=0>
<TR>
     <TD width="27%"></TD>
     <TD width="2%"></TD>
     <TD width="41%"></TD>
     <TD width="2%"></TD>
     <TD width="27%"></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=center><B><U><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Colorado</FONT></U></B>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=center><B><U><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">2-87052-D</FONT></U></B>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=center><B><U><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">84-0194754</FONT></U></B>&nbsp; </TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>State of</FONT>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Commission File</FONT>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>IRS Employer</FONT>&nbsp; </TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Incorporation</FONT>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Number</FONT>&nbsp; </TD>
     <TD>&nbsp; </TD>
     <TD noWrap align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Identification No.</FONT>&nbsp; </TD></TR></TABLE><BR>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=2>6400 South Fiddler&#146;s Green Circle, Suite 1840</FONT></B><BR>
<B><U><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif" size=2>Greenwood Village, CO</FONT></U></B><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Address of principal executive offices</FONT></TD></TR></TABLE></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><U><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">303-758-1357</FONT></U></B><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Telephone number, including</FONT><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Area code</FONT></TD></TR></TABLE></P>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><U><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Cogenco International, Inc.</FONT></U></B><BR>
<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>Former name or former address if changed since last report</FONT></TD></TR></TABLE></P>
<P align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">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:</FONT></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>
<TR>
     <TD vAlign=top noWrap><FONT face=Wingdings>&#168;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Written communications pursuant to Rule 425 under the Securities Act</FONT> </TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face=Wingdings>&#168;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Soliciting material pursuant to Rule 14a-12 under the Exchange Act</FONT> </TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face=Wingdings>&#168;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act</FONT> </TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face=Wingdings>&#168;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act</FONT> </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR></TABLE>
<P align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Indicate by checkmark whether registrant is a shell company as defined in Rule 12b-2 of the Exchange Act:&nbsp;&nbsp;&nbsp;&nbsp; Yes&nbsp;&nbsp; &nbsp;XX&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;No ___</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_2"></A>
<P align=left><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Item 1.01 &#150; Entry Into a Material Definitive Agreement</FONT></B></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">On November 24, 2009 Cogenco International Inc. (&#147;Cogenco&#148;) entered into an amendment (the &#147;Amendment&#148;) to the earlier (July 24, 2009) Stock Purchase Agreement (the &#147;SPA&#148;) with Genesis Energy Investments PLC (&#147;GEI Plc&#148;). Although dated July 24, 2009, the SPA was not executed and delivered (and therefore did not become effective or binding) until August 11, 2009. This was originally reported in Cogenco&#146;s Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 14, 2009.</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">GEI Plc is an Hungarian entity operating as a public company whose common stock is traded on the Budapest Stock Exchange. As previously disclosed in reports filed with the Securities and Exchange Commission, in April 2009 Cogenco and GEI Plc entered into a Memorandum of Understanding regarding Cogenco&#146;s potential acquisition of GEI Plc&#146;s entire interest in Genesis Solar Espa&#241;a, S.L. (&#147;GSE&#148;), Genesis Solar Singapore Pte. Ltd. (&#147;GSS&#148;), and a third subsidiary, Genesis Solar Hungary Kft (&#147;GSH&#148;). Although the SPA imposes certain obligations on the parties, and contemplates the parties taking certain actions prior to and after the closing, as further described in this report, the closing of the transaction remains subject to a number of conditions precedent and Cogenco cannot offer any assurance that the transaction will be completed.</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">In the Amendment, Cogenco and GEI Plc waived certain conditions precedent to Cogenco&#146;s acquisition of GSE and GSS, and waived Cogenco&#146;s obligation to buy and GEI Plc&#146;s obligation to sell the GSH Shares, and&nbsp;instead provide Cogenco an option to purchase the GSH Shares (the &#147;GSH Option&#148;). In addition, Cogenco and GEI Plc agreed to extend the anticipated closing date until March 1, 2010 to provide more time for the due diligence and financing process. The material terms of the SPA as amended are described below.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Acquisition of Equity Interests</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Pursuant to the SPA as amended, Cogenco has agreed to purchase Genesis Energy&#146;s entire equity interest it now owns, or will own, at the closing of the transaction in the following entities:</FONT></P>
<UL>
<LI><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">GSE, a Spanish entity that is in the process of planning, financing and</FONT> <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">building a plant in Spain to manufacture hi-tech solar panels using thin</FONT> <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">film technology which has acquired real estate and is substantially</FONT> <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">advanced in the permitting process for the manufacturing plant to be</FONT> <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">located near C&#225;diz, Spain; and</FONT>
<LI><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">GSS, a corporation formed under the laws of Singapore that is also in the</FONT> <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">process of planning, financing and building a plant to manufacture high-</FONT> <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">tech solar panels using thin film technology in Singapore.</FONT> </LI></UL>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">GEI Plc owns, or will own, at the closing of the transaction, 100% of the equity interest in GSE, as well as 100% of the equity interest in GSS. GEI Plc has agreed that it <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">will use its best efforts to acquire any outstanding equity interest in GSE and GSS that it does not currently own.</FONT></FONT><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">
<P align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>2</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>
</FONT>


<A name="page_3"></A>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Consideration</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">In consideration for acquiring the shares of the Acquired Companies Cogenco has agreed to issue GEI Plc a total of 9,336,493 shares of its restricted common stock and one share of a series of its Series A preferred stock that will be created to effect the transaction. The parties have agreed that once created and issued the one share of Series A preferred stock will have the right to appoint one person to Cogenco&#146;s Board of Directors so long as that appointee meets certain qualifications. The share of Series A preferred stock would later be redeemable by Cogenco for $1.00 if GEI Plc directly owns fewer than 6,000,000 shares of Cogenco common stock. The share of Series A preferred stock would not have any other economic rights. The increase in the number of shares of Cogenco common stock to be issued by GEI Plc as a result of the Amendment was consideration for the various waivers that GEI Plc gave to Cogenco and for the extension of time.</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">As of the date of this report, no shares of Cogenco common stock or preferred stock have been issued to GEI Plc pursuant to the SPA and no shares of Cogenco will be issued until the closing of the transaction. Further, Cogenco has not created the series of preferred stock contemplated by the SPA and does not intend to do so until shortly before the closing of the transaction.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Conditions Precedent; Closing</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">As reported earlier, the SPA set forth a number of conditions that, unless later waived or modified by the parties, must be met at or before the closing date for each party to be obligated to close the transaction. Certain of these obligations were modified or waived as a result of the Amendment. As a result of the Amendment, the remaining material obligations include that the total number of shares of Cogenco common stock to be issued to GEI Plc at the closing must represent at least 40% of Cogenco&#146;s then outstanding common stock and voting power.</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">GEI Plc will provide disclosure to Cogenco of any exceptions to its representations and warranties in a disclosure letter to be delivered not later than 60 days after signatures to the Amendment. The disclosure letter must be acceptable to Cogenco at that time. In addition, Cogenco expects to continue its due diligence investigation into the three GEI Plc subsidiaries, although Cogenco requires additional financing to be able to do so as intended.</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Unless the parties later agree otherwise the SPA provides that the closing of the transaction will occur at the earlier of March 1, 2010 or the termination of any applicable waiting period required under U.S. antitrust laws. At the closing Cogenco has agreed to deliver to GEI Plc a total of 9,336,493 shares of its common stock and one share of its to-be-created Series A preferred stock.</FONT></P>
<P align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>3</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_4"></A>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">In addition to delivering the equity interests in GSE and GSS, as a condition to closing GEI Plc has agreed that it will execute certain other agreements, including a release whereby, among other things, it would release any and all potential legal claims it then has against Cogenco.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">GSH Option Agreement</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">In consideration for certain of the changes to the SPA, GEI Plc granted Cogenco an option (the &#147;Option&#148;) to purchase its entire interest in GSH for a total of 10,000 shares of Cogenco restricted common stock. Cogenco may not exercise the option unless it has completed its obligations under the SPA, as amended. The option will expire unless exercised on or before March 31, 2012.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Representations and Warranties; Covenants</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">As part of the SPA and the Option, both GEI Plc and Cogenco made certain representations and warranties to each other. Included in its representations and warranties GEI Plc made standard certain representations regarding certain issues and facts, such as its (and GSE&#146;s, GSS&#146; and, in the Option, GSH&#146;s) operations, capital structure, intellectual property, assets, operations, and financial records.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Amount of Spanish Subsidies Commitment</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">The original SPA contained significant provisions regarding an expected &#128;20,000,000 &#147;Spanish Subsidies Commitment&#148; &#150; a commitment by the Spanish government and local and provincial governments in Spain to finance GSE. Inasmuch as GSE has received funds for a portion of the Spanish Subsidies Commitment, Cogenco determined it was appropriate to delete the condition precedent in consideration of GEI Plc deleting certain conditions precedent imposed on Cogenco, including minimum capitalization and other restrictions included in the original SPA.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Termination</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">The SPA, as amended, can be terminated by either party in certain situations, including if there is a material breach of the SPA or the transaction has not closed by March 31, 2010. Additionally, each party can terminate the SPA if all conditions precedent to the transaction have not either been met or waived by the parties, or if those conditions become impossible to meet (including each party&#146;s representations, warranties and covenants).</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Related Party Transactions</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">GEI Plc is an affiliate of Genesis Capital Management Ltd (&#147;GCM Ltd&#148;) which, through its control of Genesis Investment Fund Ltd, is a significant Cogenco shareholder. As of October 31, 2009 GCM Ltd directly or indirectly held approximately 85% of Cogenco&#146;s outstanding common stock. In addition, GCM Ltd owes certain funds to both <FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">of Cogenco and GEI Plc, which repayments will be made in full if the transactions contemplated by the SPA are completed.</FONT> </FONT></P>
<P align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>4</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_5"></A>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">GEI Plc and its agents have incurred an obligation to an affiliate of David Brenman, Cogenco&#146;s President, through a previous agreement. Pursuant to that agreement GEI Plc is required to deliver to Mr. Brenman up to 277,879 shares of Cogenco&#146;s common stock upon, or immediately after, the closing of the transaction contemplated by the SPA. The total amount of shares to be delivered to Mr. Brenman will be based on the actual amount of Cogenco&#146;s capitalization on the closing date of the transaction and will be reduced on a pro-rata basis to the extent that Cogenco&#146;s book value is then less than $50 million.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">Other Provisions</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Among the other provisions in the SPA and the Option, subject to certain conditions, both GEI Plc and Cogenco have agreed to indemnify each other for certain damages that could arise from the SPA or the Option, and the transaction each contemplates.</FONT></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Further, the SPA and the Option contain other provisions that are commonly contained in agreements of this nature, such as confidentiality provisions and obligations on the parties to execute any other agreements or documents necessary to complete their obligations set forth in the SPA and the Option.</FONT></P>
<P align=left><I><U><FONT face="TimesNewRomanPS-ItalicMT,Times New Roman,Times,serif">No Assurances as to Closing</FONT></U></I></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">As noted above the transaction contemplated by the SPA as amended is subject to a number of conditions including Cogenco being able to complete its due diligence and legal compliance, both of which require that Cogenco obtain a significant amount of additional finance. In addition, completion of the transactions are subject to satisfactory due diligence and each party meeting or waiving certain conditions precedent. In order for Cogenco to meet its obligations under the conditions precedent, Cogenco will have to raise a significant amount of additional capital, the availability of which cannot be assured. There can be no assurance that Cogenco will be able to meet the conditions precedent to its contemplated acquisition, or that if Cogenco does meet the conditions precedent that Cogenco will be able to complete the acquisition or the pre and post closing actions that the SPA, as amended, contemplates. In addition, there are many other issues involved in the transaction, including coordinating international legal requirements, international operations, and the significant expense of international communications and travel.</FONT></P>
<P align=left><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Item 5.03 &#150; Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year</FONT></B></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">On November 23, 2009, Cogenco&#146;s board of directors authorized the filing of articles of amendment to Cogenco&#146;s articles of incorporation changing Cogenco&#146;s name to Genesis Solar Corporation as approved by the shareholders at the March 30, 2009,</FONT></P>
<P align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>5</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>


<A name="page_6"></A>
<P align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">meeting. Amended and Restated Articles of Incorporation were filed were filed with the Colorado Secretary of State on November 25, 2009, with an effective date of December 7, 2009. The only amendment to the Articles of Incorporation from those filed on March 30, 2009 (as reported in a Form 8-K filed on April 2, 2009) was the name change. All other provisions remained as previously stated.</FONT></P>
<P align=left><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Item 9.01 &#150; Financial Statements and Exhibits</FONT></B><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">&nbsp;</FONT></P>
<TABLE cellSpacing=0 cellPadding=0 border=0>
<TR>
     <TD vAlign=top noWrap>(c)</TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Exhibits</FONT></TD></TR>
<TR>
     <TD vAlign=top noWrap></TD>
     <TD width="100%">&nbsp;&nbsp;&nbsp;&nbsp; </TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">3.1</FONT>&nbsp; &nbsp; &nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Amended and Restated Articles of Inc.</FONT> </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">10.1</FONT>&nbsp; &nbsp; &nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Amendment No. 1 dated November 24, 2009, to Stock Purchase Agreement dated July 24, 2009</FONT> </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR>
<TR>
     <TD vAlign=top noWrap><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">10.2</FONT>&nbsp; &nbsp; &nbsp; </TD>
     <TD width="100%"><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Stock Option Purchase Agreement dated November 24, 2009</FONT> </TD></TR>
<TR>
     <TD colSpan=2>&nbsp;</TD></TR></TABLE>
<P align=center>
<TABLE>
<TR>
     <TD noWrap align=center><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">SIGNATURES</FONT></B></TD></TR></TABLE></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of November 2009.</FONT></P>
<TABLE cellSpacing=0 cellPadding=0 width="97%" border=0>
<TR>
     <TD width="49%"></TD>
     <TD width="1%">&nbsp;</TD>
     <TD width="50%"></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><B><FONT face="TimesNewRomanPS-BoldMT,Times New Roman,Times,serif">Cogenco International, Inc.</FONT></B>&nbsp; </TD></TR>
<TR>
     <TD></TD>
     <TD>&nbsp;</TD>
     <TD>&nbsp; </TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">By:&nbsp;&nbsp; </FONT><U><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">_/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; David W. Brenman</FONT></U></TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">David W. Brenman</FONT>&nbsp; </TD></TR>
<TR vAlign=bottom>
     <TD noWrap align=left></TD>
     <TD>&nbsp;</TD>
     <TD noWrap align=left><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif">President</FONT>&nbsp; </TD></TR></TABLE><BR>
<P align=center><FONT face="TimesNewRomanPSMT,Times New Roman,Times,serif" size=2>6</FONT></P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" noShade SIZE=2>

</BODY>

</HTML>
[{"type": "8-K", "sequence": "1", "filename": "genesis8k112409.htm", "description": "FORM 8-K  (NOVEMBER 24, 2009)", "secsgml_size_bytes": 26657}]
{"company-data": {"conformed-name": "COGENCO INTERNATIONAL INC", "cik": "0000730729", "assigned-sic": "6770", "irs-number": "840914754", "state-of-incorporation": "CO", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-87052-D", "film-number": "091212540"}, "business-address": {"street1": "1775 SHERMAN STREET", "street2": "SUITE 1001", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3038940234"}, "mail-address": {"street1": "1775 SHERMAN ST", "street2": "SUITE 1001", "city": "DENVER", "state": "CO", "zip": "80203"}}
genesis8k112409.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
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: November 24, 2009
GENESIS SOLAR CORPORATION
(Name of registrant as specified in its charter)
Colorado
2-87052-D
84-0194754
State of
Commission File
IRS Employer
Incorporation
Number
Identification No.
6400 South Fiddler's Green Circle, Suite 1840
Greenwood Village, CO
Address of principal executive offices
303-758-1357
Telephone number, including
Area code
Cogenco International, Inc.
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:
¨
Written communications pursuant to Rule 425 under the Securities Act
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by checkmark whether registrant is a shell company as defined in Rule 12b-2 of the Exchange Act:     Yes    XX      No ___
Item 1.01 – Entry Into a Material Definitive Agreement
On November 24, 2009 Cogenco International Inc. ("Cogenco") entered into an amendment (the "Amendment") to the earlier (July 24, 2009) Stock Purchase Agreement (the "SPA") with Genesis Energy Investments PLC ("GEI Plc"). Although dated July 24, 2009, the SPA was not executed and delivered (and therefore did not become effective or binding) until August 11, 2009. This was originally reported in Cogenco's Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 14, 2009.
GEI Plc is an Hungarian entity operating as a public company whose common stock is traded on the Budapest Stock Exchange. As previously disclosed in reports filed with the Securities and Exchange Commission, in April 2009 Cogenco and GEI Plc entered into a Memorandum of Understanding regarding Cogenco's potential acquisition of GEI Plc's entire interest in Genesis Solar España, S.L. ("GSE"), Genesis Solar Singapore Pte. Ltd. ("GSS"), and a third subsidiary, Genesis Solar Hungary Kft ("GSH"). Although the SPA imposes certain obligations on the parties, and contemplates the parties taking certain actions prior to and after the closing, as further described in this report, the closing of the transaction remains subject to a number of conditions precedent and Cogenco cannot offer any assurance that the transaction will be completed.
In the Amendment, Cogenco and GEI Plc waived certain conditions precedent to Cogenco's acquisition of GSE and GSS, and waived Cogenco's obligation to buy and GEI Plc's obligation to sell the GSH Shares, and instead provide Cogenco an option to purchase the GSH Shares (the "GSH Option"). In addition, Cogenco and GEI Plc agreed to extend the anticipated closing date until March 1, 2010 to provide more time for the due diligence and financing process. The material terms of the SPA as amended are described below.
Acquisition of Equity Interests
Pursuant to the SPA as amended, Cogenco has agreed to purchase Genesis Energy's entire equity interest it now owns, or will own, at the closing of the transaction in the following entities:
GSE, a Spanish entity that is in the process of planning, financing and
building a plant in Spain to manufacture hi-tech solar panels using thin
film technology which has acquired real estate and is substantially
advanced in the permitting process for the manufacturing plant to be
located near Cádiz, Spain; and
GSS, a corporation formed under the laws of Singapore that is also in the
process of planning, financing and building a plant to manufacture high-
tech solar panels using thin film technology in Singapore.
GEI Plc owns, or will own, at the closing of the transaction, 100% of the equity interest in GSE, as well as 100% of the equity interest in GSS. GEI Plc has agreed that it
will use its best efforts to acquire any outstanding equity interest in GSE and GSS that it does not currently own.
2
Consideration
In consideration for acquiring the shares of the Acquired Companies Cogenco has agreed to issue GEI Plc a total of 9,336,493 shares of its restricted common stock and one share of a series of its Series A preferred stock that will be created to effect the transaction. The parties have agreed that once created and issued the one share of Series A preferred stock will have the right to appoint one person to Cogenco's Board of Directors so long as that appointee meets certain qualifications. The share of Series A preferred stock would later be redeemable by Cogenco for $1.00 if GEI Plc directly owns fewer than 6,000,000 shares of Cogenco common stock. The share of Series A preferred stock would not have any other economic rights. The increase in the number of shares of Cogenco common stock to be issued by GEI Plc as a result of the Amendment was consideration for the various waivers that GEI Plc gave to Cogenco and for the extension of time.
As of the date of this report, no shares of Cogenco common stock or preferred stock have been issued to GEI Plc pursuant to the SPA and no shares of Cogenco will be issued until the closing of the transaction. Further, Cogenco has not created the series of preferred stock contemplated by the SPA and does not intend to do so until shortly before the closing of the transaction.
Conditions Precedent; Closing
As reported earlier, the SPA set forth a number of conditions that, unless later waived or modified by the parties, must be met at or before the closing date for each party to be obligated to close the transaction. Certain of these obligations were modified or waived as a result of the Amendment. As a result of the Amendment, the remaining material obligations include that the total number of shares of Cogenco common stock to be issued to GEI Plc at the closing must represent at least 40% of Cogenco's then outstanding common stock and voting power.
GEI Plc will provide disclosure to Cogenco of any exceptions to its representations and warranties in a disclosure letter to be delivered not later than 60 days after signatures to the Amendment. The disclosure letter must be acceptable to Cogenco at that time. In addition, Cogenco expects to continue its due diligence investigation into the three GEI Plc subsidiaries, although Cogenco requires additional financing to be able to do so as intended.
Unless the parties later agree otherwise the SPA provides that the closing of the transaction will occur at the earlier of March 1, 2010 or the termination of any applicable waiting period required under U.S. antitrust laws. At the closing Cogenco has agreed to deliver to GEI Plc a total of 9,336,493 shares of its common stock and one share of its to-be-created Series A preferred stock.
3
In addition to delivering the equity interests in GSE and GSS, as a condition to closing GEI Plc has agreed that it will execute certain other agreements, including a release whereby, among other things, it would release any and all potential legal claims it then has against Cogenco.
GSH Option Agreement
In consideration for certain of the changes to the SPA, GEI Plc granted Cogenco an option (the "Option") to purchase its entire interest in GSH for a total of 10,000 shares of Cogenco restricted common stock. Cogenco may not exercise the option unless it has completed its obligations under the SPA, as amended. The option will expire unless exercised on or before March 31, 2012.
Representations and Warranties; Covenants
As part of the SPA and the Option, both GEI Plc and Cogenco made certain representations and warranties to each other. Included in its representations and warranties GEI Plc made standard certain representations regarding certain issues and facts, such as its (and GSE's, GSS' and, in the Option, GSH's) operations, capital structure, intellectual property, assets, operations, and financial records.
Amount of Spanish Subsidies Commitment
The original SPA contained significant provisions regarding an expected €20,000,000 "Spanish Subsidies Commitment" – a commitment by the Spanish government and local and provincial governments in Spain to finance GSE. Inasmuch as GSE has received funds for a portion of the Spanish Subsidies Commitment, Cogenco determined it was appropriate to delete the condition precedent in consideration of GEI Plc deleting certain conditions precedent imposed on Cogenco, including minimum capitalization and other restrictions included in the original SPA.
Termination
The SPA, as amended, can be terminated by either party in certain situations, including if there is a material breach of the SPA or the transaction has not closed by March 31, 2010. Additionally, each party can terminate the SPA if all conditions precedent to the transaction have not either been met or waived by the parties, or if those conditions become impossible to meet (including each party's representations, warranties and covenants).
Related Party Transactions
GEI Plc is an affiliate of Genesis Capital Management Ltd ("GCM Ltd") which, through its control of Genesis Investment Fund Ltd, is a significant Cogenco shareholder. As of October 31, 2009 GCM Ltd directly or indirectly held approximately 85% of Cogenco's outstanding common stock. In addition, GCM Ltd owes certain funds to both
of Cogenco and GEI Plc, which repayments will be made in full if the transactions contemplated by the SPA are completed.
4
GEI Plc and its agents have incurred an obligation to an affiliate of David Brenman, Cogenco's President, through a previous agreement. Pursuant to that agreement GEI Plc is required to deliver to Mr. Brenman up to 277,879 shares of Cogenco's common stock upon, or immediately after, the closing of the transaction contemplated by the SPA. The total amount of shares to be delivered to Mr. Brenman will be based on the actual amount of Cogenco's capitalization on the closing date of the transaction and will be reduced on a pro-rata basis to the extent that Cogenco's book value is then less than $50 million.
Other Provisions
Among the other provisions in the SPA and the Option, subject to certain conditions, both GEI Plc and Cogenco have agreed to indemnify each other for certain damages that could arise from the SPA or the Option, and the transaction each contemplates.
Further, the SPA and the Option contain other provisions that are commonly contained in agreements of this nature, such as confidentiality provisions and obligations on the parties to execute any other agreements or documents necessary to complete their obligations set forth in the SPA and the Option.
No Assurances as to Closing
As noted above the transaction contemplated by the SPA as amended is subject to a number of conditions including Cogenco being able to complete its due diligence and legal compliance, both of which require that Cogenco obtain a significant amount of additional finance. In addition, completion of the transactions are subject to satisfactory due diligence and each party meeting or waiving certain conditions precedent. In order for Cogenco to meet its obligations under the conditions precedent, Cogenco will have to raise a significant amount of additional capital, the availability of which cannot be assured. There can be no assurance that Cogenco will be able to meet the conditions precedent to its contemplated acquisition, or that if Cogenco does meet the conditions precedent that Cogenco will be able to complete the acquisition or the pre and post closing actions that the SPA, as amended, contemplates. In addition, there are many other issues involved in the transaction, including coordinating international legal requirements, international operations, and the significant expense of international communications and travel.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 23, 2009, Cogenco's board of directors authorized the filing of articles of amendment to Cogenco's articles of incorporation changing Cogenco's name to Genesis Solar Corporation as approved by the shareholders at the March 30, 2009,
5
meeting. Amended and Restated Articles of Incorporation were filed were filed with the Colorado Secretary of State on November 25, 2009, with an effective date of December 7, 2009. The only amendment to the Articles of Incorporation from those filed on March 30, 2009 (as reported in a Form 8-K filed on April 2, 2009) was the name change. All other provisions remained as previously stated.
Item 9.01 – Financial Statements and Exhibits
(c)
Exhibits
3.1
Amended and Restated Articles of Inc.
10.1
Amendment No. 1 dated November 24, 2009, to Stock Purchase Agreement dated July 24, 2009
10.2
Stock Option Purchase Agreement dated November 24, 2009
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of November 2009.
Cogenco International, Inc.
By:
_/s/      David W. Brenman
David W. Brenman
President
6