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): January 21, 2005
WORLDTEQ GROUP INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-27243
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(Commission File Number)
03-7392107
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(I.R.S. Employer Identification No.)
30 West Gude Drive, Rockville, MD 20850
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(Address of Principal Executive Offices) (Zip Code)
(240) 403-2000
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(Registrant's Telephone Number, Including Area Code)
This Current Report on Form 8-K is filed by Worldteq Group International, Inc.,
a Nevada corporation (the "Registrant"), in connection with the matters set
forth below.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 21, 2005, the Registrant executed a Plan of Exchange (the
"Agreement"), between and among the Registrant, Harbin Yinhai Technology
Development Company Ltd., a corporation organized and existing under the laws of
the Peoples' Republic of China ("Yinhai"), and Progressive Media Group, Inc.,
XCL Partners, Inc., Aero Financial, Inc. and Triple S Parts, Inc. (collectively,
the "Consultants").
Pursuant to and at the closing of the Agreement, the shareholders of Yinhai (the
"Yinhai Shareholders") will exchange all of their shares of registered capital
of Yinhai for 12,211,857 shares of common stock of the Registrant, or
approximately 90% of the Registrant's then outstanding shares of common stock.
Upon completion of the exchange, the registered capital of Yinhai will be
transferred to the Registrant, and Yinhai will become a wholly-owned subsidiary
of the Registrant. An executed copy of the Agreement is attached hereto as
Exhibit 10.1.
Yinhai is a commercial printing company located in Harbin, Peoples' Republic of
China, that, among other things, prints forms for use by banks in the Harbin
area, and it has approximately 200 employees. It had unaudited revenue of
approximately US$8.6 million in fiscal 2003, and net income of approximately
US$1.57 million.
The Agreement contemplates that the exchange transaction will not immediately be
consummated, but will close within three days after the satisfaction or waiver
of the conditions precedent set forth in the Agreement. The conditions
precedent include customary closing conditions for a transaction of this type,
as well as a condition that the Registrant will have consummated a 30:1 reverse
stock split prior to closing in compliance with the provisions of NRS 78.2055,
WTEQ shall have no material liabilities at closing, as such term is defined by
U.S. generally accepted accounting principles, and Yinhai shall have delivered
to WTEQ audited financial statements and an audit report thereon for the year
ended December 31, 2004.
Pursuant to an Escrow Agreement, dated January 13, 2005 (the "Escrow
Agreement"), the terms and conditions on which the $350,000 payment will be made
at closing by Yinhai and/or the Yinhai Shareholders to the Consultants are set
forth, such payment being made for consulting services relating to business
development, the plan of exchange and general corporate strategies relating to
public companies, as well as balance sheet restructuring. The relationship
between the Consultants and Yinhai is set forth in a Client Consulting Services
Agreement (the "Consulting Agreement"), a copy of which is attached hereto as
Exhibit 10.2.
After the closing, the Registrant intends to amend its Articles of Incorporation
in order to change its corporate name to such name as may be designated by
Yinhai. In addition, the Registrant will effect a change of its trading symbol
to such new ticker symbol as the NASDAQ may designate.
As a legal matter, the exchange transaction will become effective when Articles
of Exchange are filed with the Secretary of State of the State of Nevada
pursuant to the Nevada Revised Statutes Section 92A-200.
The execution of the Agreement will have several important consequences for the
Registrant. First, the Registrant anticipates filing a Schedule 14F-1 with the
Commission as promptly as practicable, so that ten days thereafter, there may be
a change in the majority of directors of the Registrant at the closing. The
names of the director candidates to be nominated by Yinhai, their security
holdings and other background information required by Rule 14f-1 promulgated
under the Securities Exchange Act of 1934, as amended, will be disclosed in such
Schedule 14F-1 filing. Second, in connection with the signing of the Agreement,
Yinhai and/or the Yinhai Shareholders will make an additional payment of
$300,000 in escrow. At the closing, a total of $350,000 shall be paid by the
Escrow Agent to the Consultants.
Third, the Registrant, after closing, will file a preliminary Information
Statement on Schedule 14C pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended, with the Commission in connection with a proposal to
amend its Articles of Incorporation to change the name of the Registrant from
Worldteq Group International, Inc. to such name as may be designated by Yinhai.
The proposal will not be effective before the mailing or delivery of a
definitive Information Statement on Schedule 14C to shareholders at least 20
days prior to the date on which the action is proposed to take effect.
The Registrant currently has issued and outstanding 40,706,190 shares of common
stock that trade on the Over-The-Counter Bulletin Board under the symbol "WTEQ".
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT WILL RESULT IN A
CHANGE OF CONTROL OF THE REGISTRANT.
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.
WORLDTEQ GROUP INTERNATIONAL, INC.
By: /s/ Jeffrey Lieberman
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Jeffrey Lieberman
President
Date: January 26, 2005
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Plan of Exchange, dated January 21, 2005
10.2 Client Consulting Services Agreement