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Thursday, 03/05/2009 11:56:13 AM

Thursday, March 05, 2009 11:56:13 AM

Post# of 8313
...to change the name of the Company to Jiangbo Pharmaceuticals, Inc.

http://ih.advfn.com/p.php?pid=nmona&cb=1236269978&article=36628075&symbol=NB^GNPH

INFORMATION STATEMENT
OF
GENESIS PHARMACEUTICALS ENTERPRISES, INC.


Middle Section, Longmao Street, Area A, Laiyang Waixiangxing Industrial Park
Laiyang City, Yantai, Shandong Province, People’s Republic of China 265200

THIS INFORMATION STATEMENT IS BEING PROVIDED
TO YOU BY THE BOARD OF DIRECTORS OF
GENESIS PHARMACEUTICALS ENTERPRISES, INC.


WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO
SEND US A PROXY

This Information Statement is being mailed or furnished to the shareholders of Genesis Pharmaceuticals Enterprises, Inc., a Florida corporation (the “Company”), in connection with the authorization of the corporate action described below by the Company’s Board of Directors at a telephonic meeting held on February 12, 2009, and the subsequent approval of such corporate action by the written consent, dated March 3, 2009, of those shareholders of the Company entitled to vote shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) representing at least a majority of the outstanding voting stock of the Company on such date entitled to vote with respect to such corporate action. Accordingly, all necessary corporate approvals required pursuant to the Florida Business Corporation Act (“FBCA”) and the Company’s articles of incorporation and bylaws in connection with the matters referred to herein have been obtained. This Information Statement is furnished solely for the purpose of informing the shareholders of the Company, in the manner required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 607.0704 of the FBCA, of this corporate action before it takes effect.


This Information Statement will be mailed or furnished to the shareholders of record of the Company on March 3, 2009. The Information Statement is first being mailed or furnished to the shareholders of the Company on or about March __, 2009, and the amendments described herein shall not become effective until at least 20 days thereafter.


ACTIONS BY BOARD OF
DIRECTORS
AND
CONSENTING SHAREHOLDERS

At a telephonic meeting held on February 12, 2009, the Board of Directors adopted a resolution to amend the Company’s articles of incorporation to change the name of the Company to Jiangbo Pharmaceuticals, Inc. (the “Name Change Amendment”). A copy of the Board minutes are attached hereto as APPENDIX A. The action taken by the Board of Directors with respect to the Name Change Amendment was subsequently approved by the written consent of the Company’s shareholders entitled to vote a majority of the shares of Common Stock then outstanding on March 3, 2009, a copy of which is attached as APPENDIX B: A copy of the Name Change Amendment is attached hereto as APPENDIX C.

...


Name Change Amendment

The Company’s articles of incorporation will be amended by striking out Article I and replacing it with the following new Article I.


“The name of the corporation is Jiangbo Pharmaceuticals, Inc.”

Purpose of Name Change Amendment

The purpose of changing the Company’s name to Jiangbo Pharmaceuticals, Inc. is to provide better identification of the Company’s established brand name in the People’s Republic of China. The Board believes that the proposed change of name of the Company is in the best interests of the Company and its shareholders.


Effective Date

Under applicable federal securities laws, the Name Change Amendment cannot be effective until at least 20 calendar days after this Information Statement is distributed to the Company’s shareholders. The Name Change amendment will become effective upon filing with the Secretary of State of Florida. It is anticipated that the foregoing will take place 20 calendar days after distribution of this Information Statement to the Company’s shareholders.


Dissenters’ Rights of Appraisal

The FBCA does not provide for dissenters’ or appraisal rights in connection with the change of the Company’s name.


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