EarthBlock Technologies Completes Acquisition of Earth Gen-Biofuel, Inc.


Source: Marketwire

CINCINNATI, OH -- (Marketwire) -- 09/25/12 -- EarthBlock Technologies Inc. (PINKSHEETS: EBLC) at its Board meeting today approved the terms of the purchase agreement and authorized its President to close the transaction today for the acquisition of 100% of the equity of Earth Gen-Biofuel Inc., a Los Angeles-based company that is establishing itself as a supplier of castor beans to be grown and processed into vegetable oil for use as biofuel.

Completing the acquisition of the Earth Gen-Biofuel Inc. provides EarthBlock with an opportunity to expand its construction operations into countries where Earth Gen-Biofuel operates and provides a very exciting new business opportunity for the company. EarthBlock has worked with Earth Gen-Biofuel's management in the pursuit of construction projects in Latin American and recently in Southeast Asia. Earth Gen-Biofuel's management has proven they have the knowledge of the culture, the business methods and have the relationships needed to operate successfully in our target countries.

EarthBlock Technologies Inc. has 2,000,000,000 Common shares authorized prior to the transaction and there were 101,965,018 Common shares issued and outstanding. There are also two shares of Series 'A' Preferred stock issued and outstanding with voting rights that allow the holders of the preferred to the number of votes that would equal 60% of all votes, these shares have been purchased by George Shen the new CEO of EarthBlock. The transaction calls for EarthBlock Technologies Inc. to issue approximately 1,484,000 shares of Common stock in exchange for the Common stock representing 100% of the equity of Earth Gen-Biofuel Inc. Earth Gen-Biofuel will operate as a wholly owned subsidiary of EarthBlock under its own name and EarthBlock Technologies Inc. will continue its operations under its name. The transaction contemplated by the Share Exchange and Reorganization Agreement is intended to constitute a share for share exchange with the shareholders of Earth Gen-Biofuel becoming the majority owners and the transaction to be treated as a reorganization conforming to the provisions of Section 368(a)(2) of the Internal Revenue Code of 1954.

EarthBlock Technologies Inc. plans to operate as a holding company for its subsidiaries that are utilizing renewable resources to create products that support sustainable living environments for people around the World. Since 2003 EarthBlock has been a developer, manufacturer, and distributor of the technologies and equipment that provide environmentally friendly solutions to the World's need for cost efficient construction systems for residential and commercial buildings.

EarthBlock's acquisition agreement called for Mr. George Shen to be appointed to the Board of Directors and he was also given the position of President and CEO. He will also retain those positions with the Earth Gen-Boifuel. Upon the appointment of Mr. Shen, the current officers and directors of EarthBlock resigned their positions leaving Mr. Shen as the sole officer and Director.

The acquisition of Earth Gen-Biofuel Inc. brings the management expertise for EarthBlock to operate in developing countries and provides EarthBlock an operating presence and will establish the local operations presence that our housing business requires to be successful in developing large-scale low cost housing projects were they are needed most.

Mr. Shen, EarthBlock's newly appoited CEO, has worked in developing countries and has extensive international business experience. He held senior management positions in China, Hong Kong, Taiwan, Nicaragua, and Peru. He started his business career with Dean Witter Reynolds (now Morgan Stanley), served as Managing Director of Southern Cross Apparel of South Africa. He represented Clarion Communication in Asia as the President of Asian Operations. He also served as a senior advisor for business development for Davis Petroleum in China and in Latin America. The Davis business interests included oil and gas operations in Colorado, Texas and Asia. Additionally, Davis owned 20th Century Fox, Pebble Beach Golf Resorts, and the Beverly Hills Hotel among other business properties.

Mr. Shen has ownership interests in Southern California newspapers including Beverly Hills Courier, San Marino Tribune and Life Style Magazine. Mr. Shen is a regular commentator on China topics ranging from politics, economics and business law for local radio and television stations. He was a member of the US Department of Commerce Advisory Committee on the Environment and Energy. He was also a Board Member of Justiceville (in support of temporarily homeless victims) and serves on the Board of Smart Meter, a company producing utility meters for use in developing countries.

George was born in Taipei, Taiwan, ROC in 1956, and moved to the United States in 1972. He served in the US Marine Corps from 1979 to 1983 and volunteered to join the California National Guard after the events of 9/11. Mr. Shen received his BS degree in Business Economics from Chapman University while serving in the US Marine Corps. Mr. Shen received a J.D. degree from Northwestern California School of Law. He later earned an MBA degree from China Central Normal University with a special thesis on Chinese Banking Reform and is currently enrolled at Central University for Finance and Economics of China, the number one graduate business school to continue building his insights into the Chinese economy and develop relationships with senior banking and business leaders.

Earth Gen-Biofuel has signed a memorandum of understanding to create two agricultural projects in Southeast Asia. One operation located in Vietnam and one in Laos, encompassing a total of 70,000 acres of land dedicated to growing castor beans to be used for creating a vegetable oil used in Biofuel. The plan is to have Earth Gen-Biofuel be the agricultural and business manager of the operation. The project was created in conjunction with the Governments of Vietnam and Laos to continue to develop a Biofuel Industry based on land granted as the Nui Rung Project and used by Earth Gen-Biofuel. The operations are to be carried out in line with the 'Biofuel Development Project' up through 2015 with an extension to 2025 as approved under Decision number 177/2007/QD-TTg of the Prime Minister dated November 20, 2007 under the auspices of the Laws of Vietnam.

The project calls for Earth Gen-Biofuel to provide the seed-stock for planting, the planting equipment, the harvesting equipment, the transportation and the farming management for the 70,000 acre project, as well as the marketing expertise to sell the crop as harvested into the international market. The farming plan is proposed to begin in 90 to 120 days and calls for 1,200 acres to be planted first and then followed by a 2,500 to 5,000 acre planting every 3 to 4 months in balance of the first year, bringing the total acres in production to 20,000. The balance of 50,000 acres will go into production over the next 24-month period. In exchange for Earth Gen-Biofuel providing management and the operating capital, the governments are providing the land and paying the domestic work force. The proposed terms of the agreement call for Earth Gen-Biofuel to purchase the harvested and processed bean crop at a fixed price below the world market price. The vegetable oil derived from the processing of the beans is in widespread use and in high demand for blending with diesel fuel to create a blended Biofuel. Castor Beans will grow well in this region and can be produced economically in these countries. The end product will meet the growing demand for Biofuel in neighboring China and elsewhere in the World.

Forward-looking Statements: This release contains statements that are forward-looking in nature -- statements that are predictive and which depend upon or refer to future events or conditions. These statements are made based upon information available to the Company as of the date of this release, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, but are not limited to, the final adoption of the agricultural operating agreements, dependence on foreign governments, the risks of farming, reliance on sub-contractors, suppliers; lack of financing; delays in shipment of supplies; changes in import and export regulations; change in prices for castor seeds, inability to expand our operations to support increased growth; and declining economic conditions.

EarthBlock Technologies Inc.
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