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) May 16, 2000
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CENTROCK INCORPORATED
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(Exact name of registrant as specified in its charter)
NEVADA 000-27301 91-1932118
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
157 SOUTH HOWARD STREET, 6TH FLOOR
SPOKANE, WASHINGTON 99201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (509) 252-3939
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Item 1. Changes in Control of Registrant.
On May 16, 2000; (1) a majority vote by the stockholders of Centrock,
Inc. approved a Merger and Plan of Reorganization whereby Huading
Financial Networks, Inc. merged with and into Centrock, Inc., (2) the
stockholders voted and approved a name change from Centrock, Inc. to
Huading Financial Networks, Inc. (HFN), (3) stockholders voted and
approved to elect Li Shuzhong, Tian Aihua, Li Haidong, Shao Quan, and
David Yue as directors of the surviving entity
On May 16, 2000, as a result of the stockholders majority vote, Li
Shuzhong, Tian Aihua, Li Haidong, Shao Quan, and David Yue replaced the
two previous directors of Centrock, Inc., Christopher George and Monte
George.
Huading Financial Networks, Inc. ("the Company"), post merger, had
13,200,000 common shares issued and outstanding. Beneficial ownership of
the Company, as of the close of the merger, was as follows:
#of Shares Percent of
Shareholders Shares Held Shares Held
- -------------- ----------- -----------
Li Huadong (1) 1,800,000 13.64%
Shenzhen Golden
Harvestment Co., Ltd. 900,000 6.8%
Li Shuzhong (1) 300,000 *
Shenzhen Huading Financial
Information Holdings Co., Ltd. 2,250,000 17.01%
David Yue (1) 2,000,000 15.15%
Info-Power Investment Limited 300,000 *
Stellar Equity Limited 200,000 *
Chengdu Huatong Information
Consulting Co., Limited 750,000 5.7%
Shao Quan (1) 600,000 *
Tian Aihua (1) 500,000 *
Huang Rong Ping 400,000 *
Approximately 45
additional shareholders (2) 3,200,000
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TOTAL 13,200,000
(1)Director of the Company.
(2)Approximate number of shareholders both pre and post merger. No one
shareholder is a beneficial owner of the stock.
*Less than 5%.
Note: The former officers and directors of the Company, Christopher
George and Monte George, as of the date of this Form 8K, are no longer
beneficial owners of the Company.
Note: On April 26th, 2000, the Company filed its Form DEF 14A with the
Security and Exchange Commission (SEC) detailing the share exchange
agreement between Centrock Incorporated and Hauding Financial Networks,
Inc. and other shareholder Proxy related items. This Form, and other
information related to the Company, can be viewed on the SEC's Web site
at www.sec.gov
Item 2. Acquisition or Disposition of Assets.
On May 16, 2000 a majority vote by shareholders of Centrock, Inc, voted
and approved of a Merger whereby Huading Financial Networks, Inc. merged
with and into Centrock, Inc. Consideration for the Merger transaction was
all-stock with no cash involved. The shareholders of Centrock, Inc. also
voted and approved of a Plan of Reorganization, which included a name
change to Huading Financial Networks, Inc. and a change in business
direction (See Item 5 Other Events).
Item 3. Bankruptcy or Receivership.
There has been no bankruptcy, receivership, or similar proceeding by or
against either of the Companies described in this Form 8K.
Item 4. Changes in Registrant's Certifying Accountant.
The Company has had no changes in and/or disagreements with its
accountants.
Item 5. Other Events.
Change of Business Direction
The Company, under its new Board of Directors, has initiated the Huading
Financial Networks Limited, Inc. ("the Company") business plan, which
includes providing financial and investment related consulting services
to investors in China.
The following information provides details to the change in business
direction.
Forward-Looking Statements
There are forward-looking statements in this document, and in the
Company's public documents to which they may refer that are subject to
risks and uncertainties in addition to those set forth below. These
forward-looking statements include information about possible or assumed
future results of the Company's operations. Also, when any of the words
"may," "will," "believes," "expect," "anticipate," "estimate,"
"continue," or similar expressions are used, the Company is making
forward-looking statements. Many possible events or factors, including
but not limited to those set forth herein, could affect future financial
results and performance. This could cause Company results or performance
to differ materially from those expressed in any forward-looking
statements. These and other risks are described in the Company's other
publicly filed documents and reports that are available from the Company
and from the SEC.
Summary
I. The Company and Its Goal
Shenzhen Huading Financial Network Company (hereinafter referred to as
the Network Company or HFN) is a subsidiary of Shenzhen Huading Financial
Information Holdings Co., Ltd. (hereinafter referred to as Huading
Financial). Huading Financial is an authorized institution under Xinhua
News Agency, which provides securities information service. It is one of
the first institutions authorized by China Securities Regulatory
Commission to provide consultant service to the investors in China, as
well as a professional securities consulting company with the longest
history and the biggest scale in mainland China. In order to take
advantage of Huading Financial and to catch the opportunity of Internet,
Huading Financial decided to establish the Network Company to quickly add
additional value to present resources.
The Network Company is positioned to provide first-class information and
commercial services to securities investors (enterprises and individuals)
in China. The goal is to build up the biggest securities gateway in
China. The basic business model is to provide authentic securities
information, develop on-line securities transactions, and form a
professional Chinese securities transaction website whose main business
is securities transactions and with additional information service.
II. The Market
The potential of China has been generally acknowledged by the world.
Although China is quite late for developing Internet, Internet growth is
rapid.
Securities investment needs current information and the ability to
transact quickly, and the Internet can aid in these needs. In the coming
2 or 3 years, on-line transaction may become one of the main methods of
securities transactions in China.
As on-line securities information and transaction are developing, on-line
advertisement also has great potential (including listed companies, real
estate, and high-class consuming goods etc.)
III. Background
The Network Company is backed by Huading Financial, and supported by
Xinhua News Agency, China Securities Regulatory Commission and China
Securities, and helped by the organizations as China Securities
Association, China Professional Committee for Investment Decision,
Shanghai Stock Exchange and Shenzhen Stock Exchange etc.
Huading Network has got support from many information providers,
audience, media, clients and branches such as China Securities, Huading
Financial TV & Broadcasting, Huading Poll of Bull and Bear, and
Securities Today Special Manuscript Line etc.
IV. Products and Services
Huading Network (website: www.chinahd.com) plans to realize six
functional systems step by step within 8 months. These six systems
Huading Network will provide Internet service of three layers to the
securities investors in China:
1. Securities Information Service (Securities Information
Network:Info,chinahd,com)
With quick, complete, authentic and accurate financial and securities
information, HFN will provide reports on the securities market and the
related fields to satisfy the demands of the investing public.
2. Securities Transaction Service (Securities Transaction Network:
trade.chinahd.com)
By offering secure transaction systems via the sub-website, HFN will
provide a highly efficient channel to the investors to do on-line
transactions.
3. Securities Data Service (Securities Data Network: data.chinahd.com)
With price quotations, transaction information, and securities
information HFN will build a securities market database in China,
providing valuable market data to investors, as well as indexes and
market analytical reports reflecting market trends.
V. Marketing and Sales
The Network Company will define its goal market according to the features
of the securities investors, and develop markets and sates by making full
use of the unique sales method and profit-gaining channel of Internet,
and combining sharing of the online securities transaction charge.
Free Information and On-line Ads. By providing current and complete free
information, the Company can expect a large number of browsers and
registered users to attract advertising customers.
Charge Information. We will provide professional information service and
analysis reports to specific users and charge for such services.
Sharing of On-line Transaction Charge. Cooperating with securities
transaction dealers, the Company can share a certain percentage of
charges for on-line transactions.
ISP. By cooperating with ISP, the Company can share a certain percentage
from the on-line information charges paid by Huading website browsers.
VI. Management
The Network Company has a group of managers who have securities
information business experience, as well as employees familiar with
Internet business. The employees of the Company average 32 years old,
and 80% of them are university graduates or above. The company is also
recruiting additional professionals.
Item 6. Resignations of Registrant's Directors
On May 16, 2000, Christopher George and Monte George resigned as
directors in conjunction with the merger described in Item 1 of this Form
8K. The resignations were not a result of disagreement with either of the
companies involved.
The current directors and executive officers of the Company are:
Name Position
- ---- --------
Li Shuzhong Director, President,
Chairman of the Board
Tian Aihua Director
Li Huadong Director
Shao Quan Director
David Yue Director
It is anticipated that the Board may appoint additional officers and/or
directors as the appropriate candidates are identified.
A brief description of each of the proposed Directors is as follows:
Li Shuzhong. Mr. Shuzhong has his B.A. from Sichuan University and is
the founder of the first national securities newspaper - China
Securities. He is also the founder of Huading Financial Information
Holding Co. Ltd. and is its Chairman and President.
Tian Aihua. Ms. Aihua has her B.M. from China Medical University. She
was a participant in the founding of China Securities, where she acted as
the Vice General Manager in charge of operations. She is also a founder
of Huading Financial Information Holding Co. Ltd. and is its Vice
Director and in charge of the business operations for Huading Financial
Network Ltd.
Shao Quan. Mr Qua holds a B.A. from Yunnan University and is the senior
editor of the Xinhua News Agency. He has also held the prior positions
of Vice Director of Xinhua News Agency, Beijing Division, Vice Chief
Editor of Watcher Weekly, and Vice Chief Editor of Xinhua News Agency
Hong Kong Branch. He is now the Chief Editor of Huading Financial
Network, Ltd.
Messrs. Huadong and Yue are also businessmen familiar the Chinese
financial news and related information markets.
Management Compensation. HFN currently has no management compensation
agreements in place. The Merger Agreement does not call for any
compensation agreements to be signed.
Item 7. Financial Statements and Exhibits
As of the date of this 8K filing, financial information reflecting the
merger on May 16, 2000 is not yet available. The Company plans to file an
amendment to this 8K Form reflecting the required financial information
no later than 60 days following the filing of this Form 8K.
Please note that management provided financials for Centrock Incorporated
and Hauding Financial Networks were filed in conjunction with Form DEF
14A on April 26, 2000 with the Security and Exchange Commission (SEC).
These records, as well as other documents relating to the Company, can be
viewed at the SEC's web site at www.sec.gov.
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.
Huading Financial Networks, Inc.
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(Registrant)
Date: May 24, 2000 /s/ Li Shuzhong
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Li Shuzhong, President and
Chairman of the Board
