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| EMZG.OB > SEC Filings for EMZG.OB > Form 8-K on 2-Jul-2009 | All Recent SEC Filings |
2-Jul-2009
Entry into a Material Definitive Agreement, Completion of Acquisition o
On June 26, 2009 (the "Closing Date"), Emazing Interactive, Inc., (the
"Registrant") entered into a Share Exchange Agreement (the "Exchange
Agreement"), with (i) China Net Online Media Group Limited, a company organized
under the laws of British Virgin Islands ("China Net"), (ii) China Net's
shareholders, Allglad Limited, a British Virgin Islands company ("Allglad"),
Growgain Limited, a British Virgin Islands company ("Growgain"), Rise King
Investments Limited, a British Virgin Islands company ("Rise King BVI"), Star
(China) Holdings Limited, a British Virgin Islands company ("Star"), Surplus
Elegant Investment Limited, a British Virgin Islands company ("Surplus"), Clear
Jolly Holdings Limited, a British Virgin Islands company ("Clear" and together
with Allglad, Growgain, Rise King BVI, Star and Surplus, the "China Net
Shareholders"), who together owned shares constituting 100% of the issued and
outstanding ordinary shares of China Net (the "China Net Shares") and (iii) G.
Edward Hancock, the principal stockholder of the Registrant. Pursuant to the
terms of the Exchange Agreement, the China Net Shareholders transferred to us
all of the China Net Shares in exchange for the issuance of 13,790,800 shares
(the "Shares") of our common stock (the "Share Exchange'). As a result of the
Share Exchange, we are now a holding company, which through certain contractual
arrangements with operating companies in the PRC, is engaged in providing
advertising, marketing and communication services to small and medium companies
in China.
Immediately prior to the Share Exchange, we cancelled and retired 4,400,000 shares of our issued and outstanding common stock (the "Cancelled Shares") (reducing our issued and outstanding shares to 1,383,500), and issued 600,000 shares of our common stock in the aggregate to certain third parties in consideration for services rendered (resulting in 1,983,500 shares of issued and outstanding common stock immediately prior to the Share Exchange). A cash amount of $300,000, previously deposited by us into an escrow account pursuant to the Escrow Agreement attached hereto as Exhibit 2.2 was paid to Edward Hancock, our former majority shareholder and owner of the Cancelled Shares, as consideration for cancelling the Cancelled Shares in connection with the Share Exchange. As a result of the cancellation of the Cancelled Shares, the share issuance described above, and the Share Exchange, we had 15,774,300 shares issued and outstanding following the Share Exchange.
Pursuant to the terms of the Exchange Agreement, we agreed to change our corporate name to "China Net Online Holdings, Inc." We expect the name change to occur on or before July 30, 2009.
In connection with the Share Exchange, we entered into a Registration Rights Agreement dated June 26, 2009 by and among the Registrant and certain of our stockholders signatory thereto. Pursuant to the Registration Rights Agreement, we agreed to provide those stockholders signatory thereto, for a 90-day period from the date of signing, piggyback registration rights under the Securities Act of 1933, as amended, on a portion of their shares. In the event that we do not file such registration statement within the 90-day period, the stockholders holding a majority of the securities registrable under the Registration Rights . . .
On the Closing Date, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired all of the China Net Shares in exchange for the issuance of the Shares to the China Net Shareholders resulting in China Net becoming our wholly-owned subsidiary. As a result, we are now a holding company, which through certain contractual arrangements with operating companies in the PRC, is engaged in providing advertising, marketing and communication services to small and medium companies in China.
Business Overview
We are one of China's leading full-service media development and advertising platform for the small and medium enterprise (the "SME") market. We are a service oriented business that leverages proprietary advertising technology to prepare and publish rich media enabled advertising campaigns for clients on the Internet and on television. Our goal is to strengthen our position as the leading diversified media advertising provider in China. Our multi-platform advertising network consists of the website www.28.com ("28.com"), our Internet advertising portal, China-Net TV, our TV production and advertising unit, and our newly launched bank kiosk advertising unit, which is primarily used as an advertising platform for clients in the financial services industry. Using proprietary technology, we provide additional services as a lead generator. We also have pursued a strategy as a re-seller of Internet and television advertising space that we purchase in bulk.
We provide services to over 500 clients, principally comprised of SMEs, in a variety of industries. Our media campaign service consist of both Internet and television advertising, thereby allowing each of our clients maximum advertising exposure. Through 28.com, companies and entrepreneurs are able to advertise their products, services and business opportunities. 28.com is a tool for our clients featuring lead generation, advanced tracking, search engine optimization, resource scheduling, content management and ad campaign management tools. It allows our customers to build sales channels and develop relationships directly with sales agents, distributors, resellers and/or franchisees. It also functions as a one-stop destination for end-users seeking new business opportunities. Through China Net TV, we have in-house television productions and distribution capabilities. We create and distribute television shows that are typically 10 or 20 minutes in length and broadcast on local television stations. Airtime is purchased in 40 minute blocks which air two to four segments each. The television shows are comprised of advertisements, similar to infomercials, but include promotions for several clients during the allotted time. We have also commenced production, on a lesser scale, of web video advertisements for clients to be placed on 28.com.
In May 2008, we launched our newest business opportunity targeting banking customers. In cooperation with the China Construction Bank, we placed 200 interactive kiosks in its branches throughout Henan Province. Each kiosk has an LCD advertising display panel, which provides advertising targeted to bank customers. The kiosk also provides Internet access on a separate screen so that customers can perform basic on-line banking functions.
. . .
In connection with the Share Exchange, on the Closing Date, we issued an aggregate of 13,790,800 shares of our common stock to the China Net Shareholders. We received in exchange from the China Net Shareholders 10,000 shares of China Net, representing 100% of the issued and outstanding shares of China Net, which exchange resulted in China Net becoming our wholly-owned subsidiary. We relied on the status of the China Net Shareholders as either accredited investors (as defined under Regulation D under Securities Act of 1933, as amended) or as non-US persons (as defined under Regulation S under Securities Act), in connection with an exemption from Securities Act registration.
On the Closing Date, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired 10,000 ordinary shares of China Net, representing all of the issued and outstanding shares of China Net, in exchange for the issuance in the aggregate of 13,790,800 shares of our common stock to the shareholders of China Net, representing approximately 87.43% of our shares of Common Stock issued and outstanding. Accordingly, the Share Exchange caused a change in control.
Other than the transactions and agreements disclosed in this Form 8-K, we know of no other arrangements which may result in a change in control of the Company.
At the closing of the Share Exchange, there was a change in our Board of Directors and executive officers. Mr. G. Edward Hancock, who had served as our sole executive officer and director, resigned as an officer effective immediately, and after appointing Mr. Handong Cheng to serve as Chairman of the Board, he tendered his resignation as a director, with such resignation to be effective on the tenth day after mailing of a Schedule 14f-1 statement to our stockholders (the "Effective Date"). Our Board of Directors then appointed Handong Cheng to serve as Chairman, Chief Executive Officer and President, Zhige Zhang to serve as Chief Financial Officer and Treasurer, and Xuanfu Liu to serve as Chief Operating Officer and Secretary. Also in connection with the Share Exchange, the Board of Directors appointed Mr. Zhige Zhang, and is appointing Mr. Kotoi Horofumi to serve as directors, with such appointment to be effective on the Effective Date. Messrs. Cheng, Zhang and Horofumi will serve as directors of our Board of Directors and shall hold office until the next election of directors by stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal.
Set forth below is information regarding our current directors, executive officers and director nominees.
Name Age Position
Handong Cheng 38 Chairman of the Board, Chief
Executive Officer and President
Zhige Zhang 35 Chief Financial Officer, Treasurer
and Director Nominee
Kotoi Horofumi 46 Director Nominee
Xuanfu Liu 43 Chief Operating Officer and
Secretary
Hai Cui 39 Vice President, Head of Bank Kiosk
Unit
Wen Hu 40 Vice President, Head of Television
Operations
Li Wang 45 Vice President, Head of Human
Resources
Bing Zhang 39 Vice President, Head of Business
Development and Administration
Min Wu 36 Finance Director
Xinwei Liu 33 Vice General Manager, Head of
28.com
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Handong Cheng, Chief Executive Officer, President and Director
Mr. Cheng has served as Chief Executive Officer of China Net since September 2007. Prior to that role, from October 2003 to September 2007, Mr. Cheng acted as President of China Net Online Advertising Limited. Mr. Cheng holds an EMBA from Guanghua School of Management in Beijing, and a degree in economic law from the College of Law of Wuhan University.
Zhige Zhang, Chief Financial Officer, Treasurer and Director
Mr. Zhang has served as Chief Financial Officer of China Net since January 2009. Prior to that role, from January 2008 to January 2009, Mr. Zhang served as Executive Director of China Net. From January 2007 to December 2007, Mr. Zhang was Director and Vice President of Fu Jian Rong Ji Software Limited. From August 2002 to December 2006, Mr. Zhang acted as Chief Operating Officer of Beijing HSHZ Information System Engineering Company. Mr. Zhang holds a degree in industry design from Guilin University of Electronic Technology.
Kotoi Horofumi, Director
Mr. Horofumi is the President of SJ Holdings Inc. and has served as President since July 2009. From June 2001 to July 2009, Mr. Horofumi served as Vice President of SJ Holdings Inc. Mr. Horofumi holds a Ph.D in Information Technology from the University of Tokyo.
Xuanfu Liu, Chief Operating Officer and Secretary
Mr. Liu joined Business Opportunity Online as a Vice President in January 2004, and has served as Chief Operating Officer of China Net since September 2007. Prior to joining Business Opportunity Online, Mr. Liu acted as a human resources officer at Chang Jiang Wired Electricity Factory in Wuhan, China. Mr. Liu is the brother of Xinwei Liu.
Hai Cui, Vice President
Mr. Cui has served as a Vice President and Head of the Bank Kiosk Unit since 2008. Prior to serving in that role, from 2005 to 2007, Mr. Cui served as a director and General Manager of Shanghai Borongdingsi. From 2001 to 2005, Mr. Cui was General Manager of Guang Zhou Hui Gang Technology Co., Limited. Mr. Cui holds a M.S. in Computer Engineering from the College of Information Engineering, University of Zhengzhou.
Wen Hu, Vice President
. . .
As described in Item 1.01 of this Form 8-K, on June 26, 2009, we entered into the Exchange Agreement and consummated the Share Exchange, pursuant to which we acquired all of the issued and outstanding ordinary shares of China Net in exchange for the issuance of the Shares to the shareholders of China Net.
As a result of the Share Exchange, China Net became our wholly-owned operating subsidiary and, upon the issuance of the Shares, the former shareholders of China Net owned in the aggregate, approximately 87.43% of all of our issued and outstanding stock. We currently have a total of 15,744,300 issued and outstanding shares of Common Stock.
As the result of the consummation of the Share Exchange, we would not be considered a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
On June 29, 2009, we issued a press release announcing the consummation of the transactions contemplated by the Share Exchange Agreement. The press release is attached hereto as Exhibit 99.1.
(a) Financial Statements of Business Acquired
(i) Audited Financial Statements of China Net Online Media Group Limited as of and for the fiscal years ended December 31, 2008 and 2007 and the notes related thereto
(b) Proforma Financial Information
(i) Unaudited proforma financial statements of Emazing Interactive, Inc. and the
notes realted thereto
(d) Exhibits
Exhibit No. Description
2.1 Share Exchange Agreement, dated as of June 26, 2009, by and among
Emazing Interactive, Inc., G. Edward Hancock, China Net Online Media
Group Limited, and the shareholders of China Net Online Media Group
Limited.
2.2 Escrow Agreement, dated as of June 8, 2009, by and between Emazing
Interactive, Inc., China Net Online Media Group Limited, Edward Hancock
and Leser, Hunter, Taubman & Taubman.
3.1 Articles of Incorporation of Emazing Interactive, Inc., as amended
4.1 Registration Rights Agreement, dated as of June 26, 2009, by and among
Emazing Interactive, Inc. and certain stockholders listed therein.
10.1 Exclusive Business Cooperation Agreement, dated October 8, 2008, by and
between Rise King Century Technology Development (Beijing) Co., Ltd. and
Beijing CNET Online Advertising Co., Ltd.
10.2 Exclusive Option Agreement, dated as of October 8, 2008, by and among
Rise King Century Technology Development (Beijing) Co., Ltd., Beijing
CNET Online Advertising Co., Ltd. and Handong Cheng with respect to Mr.
Cheng's equity interest in Beijing CNET Online Advertising Co., Ltd.
10.3 Exclusive Option Agreement, dated as of October 8, 2008, by and among
Rise King Century Technology Development (Beijing) Co., Ltd., Beijing
CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to Mr.
Liu's equity interest in Beijing CNET Online Advertising Co., Ltd.
10.4 Exclusive Option Agreement, dated as of October 8, 2008, by and among
Rise King Century Technology Development (Beijing) Co., Ltd., Beijing
CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms. Sun's
equity interest in Beijing CNET Online Advertising Co., Ltd.
10.5 Equity Interest Pledge Agreement, dated as of October 8, 2008, by and
among Rise King Century Technology Development (Beijing) Co., Ltd.,
Beijing CNET Online Advertising Co., Ltd. and Handong Cheng with respect
to Mr. Cheng's equity interest in Beijing CNET Online Advertising Co.,
Ltd.
10.6 Equity Interest Pledge Agreement, dated as of October 8, 2008, by and
among Rise King Century Technology Development (Beijing) Co., Ltd.,
Beijing CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to
Mr. Liu's equity interest in Beijing CNET Online Advertising Co., Ltd.
10.7 Equity Interest Pledge Agreement, dated as of October 8, 2008, by and
among Rise King Century Technology Development (Beijing) Co., Ltd.,
Beijing CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms.
Sun's equity interest in Beijing CNET Online Advertising Co., Ltd.
10.8 Power of Attorney of Handong Cheng, dated as of October 8, 2008,
appointing Rise King Century Technology Development (Beijing) Co., Ltd.
as his agent and attorney in connection with his equity interest in
Beijing CNET Online Advertising Co., Ltd.
10.9 Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing
Rise King Century Technology Development (Beijing) Co., Ltd. as his
agent and attorney in connection with his equity interest in Beijing
CNET Online Advertising Co., Ltd.
10.10 Power of Attorney of Li Sun, dated as of October 8, 2008, appointing
Rise King Century Technology Development (Beijing) Co., Ltd. as her
agent and attorney in connection with her equity interest in Beijing
CNET Online Advertising Co., Ltd.
10.11 Exclusive Business Cooperation Agreement, dated October 8, 2008, by and
between Rise King Century Technology Development (Beijing) Co., Ltd. and
Business Opportunity Online (Beijing) Network Technology Co., Ltd.
10.12 Exclusive Option Agreement, dated as of October 8, 2008, by and among
Rise King Century Technology Development (Beijing) Co., Ltd., Business
Opportunity Online (Beijing) Network Technology Co., Ltd. and Handong
Cheng with respect to Mr. Cheng's equity interest in Business
Opportunity Online (Beijing) Network Technology Co., Ltd.
10.13 Exclusive Option Agreement, dated as of October 8, 2008, by and among
Rise King Century Technology Development (Beijing) Co., Ltd., Business
Opportunity Online (Beijing) Network Technology Co., Ltd. and Xuanfu Liu
with respect to Mr. Liu's equity interest in Business Opportunity Online
(Beijing) Network Technology Co., Ltd.
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10.14 Exclusive Option Agreement, dated as of October 8, 2008, by and among
Rise King Century Technology Development (Beijing) Co., Ltd., Business
Opportunity Online (Beijing) Network Technology Co., Ltd. and Li Sun
with respect to Ms. Sun's equity interest in Business Opportunity Online
(Beijing) Network Technology Co., Ltd.
10.15 Equity Interest Pledge Agreement, dated as of October 8, 2008, by and
among Rise King Century Technology Development (Beijing) Co., Ltd.,
Business Opportunity Online (Beijing) Network Technology Co., Ltd. and
Handong Cheng with respect to Mr. Cheng's equity interest in Business
Opportunity Online (Beijing) Network Technology Co., Ltd.
10.16 Equity Interest Pledge Agreement, dated as of October 8, 2008, by and
among Rise King Century Technology Development (Beijing) Co., Ltd.,
Business Opportunity Online (Beijing) Network Technology Co., Ltd. and
Xuanfu Liu with respect to Mr. Liu's equity interest in Business
Opportunity Online (Beijing) Network Technology Co., Ltd.
10.17 Equity Interest Pledge Agreement, dated as of October 8, 2008, by and
among Rise King Century Technology Development (Beijing) Co., Ltd.,
Business Opportunity Online (Beijing) Network Technology Co., Ltd. and
Li Sun with respect to Ms. Sun's equity interest in Business Opportunity
Online (Beijing) Network Technology Co., Ltd.
10.18 Power of Attorney of Handong Cheng, dated as of October 8, 2008,
appointing Rise King Century Technology Development (Beijing) Co., Ltd.
as his agent and attorney in connection with his equity interest in
Business Opportunity Online (Beijing) Network Technology Co., Ltd.
10.19 Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing
Rise King Century Technology Development (Beijing) Co., Ltd. as his
agent and attorney in connection with his equity interest in Business
Opportunity Online (Beijing) Network Technology Co., Ltd.
10.20 Power of Attorney of Li Sun, dated as of October 8, 2008, appointing
Rise King Century Technology Development (Beijing) Co., Ltd. as her
agent and attorney in connection with her equity interest in Business
Opportunity Online (Beijing) Network Technology Co., Ltd.
10.21 Entrustment Agreement, dated June 5, 2009, by and between Rise King
Investments Limited and Handong Cheng, Xuanfu Liu and Li Sun.
10.22 Share Transfer Agreement, dated April 28, 2009, by and between Yang Li
and Handong Cheng
10.23 Share Transfer Agreement, dated April 28, 2009, by and between Yang Li
and Xuanfu Liu
10.24 Share Transfer Agreement, dated April 28, 2009, by and between Yang Li
and Li Sun
10.25 Internet Banking Experiencing All-in-One Engine Strategic Cooperation
Agreement, dated August 7, 2008, by and between Henan Branch of China
Construction Bank and Shanghai Borong Dingsi Computer Technology Co.,
Ltd.
10.26 Cooperation Agreement, dated July 8, 2008, by and between Beijing CNET
Online Advertising Co., Ltd. and Shanghai Borongdingsi Computer
Technology Co., Ltd.
10.27 Supplemental Agreement to the Cooperation Agreement, dated December 10,
2008, by and between Beijing CNET Online Advertising Co., Ltd. and
Shanghai Borongdingsi Computer Technology Co., Ltd.
10.28 Office Lease Agreement, dated January 1, 2009, by and between Beijing
YuQuanHuiGu Realty Management Ltd. Co. and Business Opportunity Online
(Beijing) Network Technology Ltd. Co.
10.29 Office Lease Agreement, dated January 1, 2009, by and between Beijing
YuQuanHuiGu Realty Management Ltd. Co. and Beijing CNET Online
Advertising Co., Ltd.
10.30 Office Lease Agreement, dated January 1, 2009, by and between Beijing
YuQuanHuiGu Realty Management Ltd. Co. and Rise King Century Technology
Development (Beijing) Co., Ltd.
23.1 Consent of Bernstein & Pinchuk LLP
99.1 Press Release dated June 29, 2009
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