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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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) August 14, 2000
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TXON INTERNATIONAL DEVELOPMENT CORPORATION
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(Exact name of Registrant as Specified in Charter)
Nevada 87-0629754
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13C Chinaweal Centre 414-424 Jaffe Road, Wanchai, Hong Kong
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (852) 988-26818
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Not Applicable
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(Former name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
(a) Name of Persons Who Acquired Control. Txon International Development
Corporation (the "Company") entered into a Share Exchange Agreement dated as of
August 10, 2000 (the "Agreement") by and among Main Edge International Limited,
a British Virgin Islands corporation ("Main Edge") Virtual Edge Limited, a
British Virgin Islands corporation and wholly owned subsidiary of Main Edge
("Virtual Edge"), Richard Ford, Jeanie Hildebrand and Gary Lewis. Pursuant to
the Agreement, on August 14, 2000 (the "Closing"), the Company acquired from
Main Edge all of the shares of Virtual Edge (the "Acquisition") in exchange for
an aggregate of one million nine hundred sixty one thousand, one hundred and
seventy five (1,961,175) shares of the Company's common stock which shares equal
75.16% of the issued and outstanding shares of the Company after giving effect
to the Acquisition.
As a result of the Acquisition, Main Edge is now the majority shareholder of the
Company and controls the appointment of directors to the Board of Directors of
the Company. At the Closing of the Acquisition, the directors of the Company
appointed six nominees of Main Edge as new directors and then resigned from the
Board of Directors. The new directors of Main Edge are Alfred H.B. Or, James
H.C. Mak, David Jones, Roy C.W. Wu, and Hui Wang. The new directors then
appointed the following new officers of the Company:
<TABLE>
<CAPTION>
Name Title
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<S> <C>
John H.W. Hui President, Chairman of the Board and Secretary
Alfred H.B. Or Chief Operating Officer
Thomas Pai Chief Financial Officer
David Jones Vice President, Information Technology
Roy C.W. Wu Vice President, Club Management
</TABLE>
Amount and Source of Consideration. Pursuant to the Agreement, the Company
acquired from Main Edge all of the shares of Virtual Edge in exchange for an
aggregate of one million nine hundred sixty one thousand, one hundred and
seventy five (1,961,175) shares of the Company's common stock which shares equal
75.16% of the issued and outstanding shares of the Company after giving effect
to the Acquisition. The consideration for the shares of Main Edge was determined
through negotiations between the management of the Company and Main Edge.
(b) Information Required by Item 403(c) of Regulation S-K
<TABLE>
<CAPTION>
Amount And Nature Of Percent of
Title of Class Name and Address of Beneficial Owner Beneficial Owner Class
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<S> <C> <C> <C>
Common Stock Main Edge Limited,13C Chinaweal Centre 1,961,175 75.16
414-424 Jaffe Road Wanchai, Hong Kong
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Item 2. Acquisition or Disposition of Assets.
The information set forth above under "Item 1. Changes in Control of Registrant"
is incorporated herein by reference.
Pursuant to the Agreement, the Company acquired 75.16% of the issued and
outstanding shares of Virtual Edge, a wholly owned subsidiary of Main Edge. The
principal activities of Virtual Edge are to own and operate several business
clubs in the People's Republic of China and to operate a bilingual (Chinese &
English) business to business portal.
Item 5. Other Events.
Registrant has moved its principal executive offices to 13C Chinaweal Centre,
414-424 Jaffe Road Wanchai, Hong Kong.
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Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(b) Financial Statements of Business Acquired. Audited Financial Statements for
Virtual Edge consisting of a balance sheet as of December 31, 2000 and 1999 and
statements of income and cash flow for the two years ended December 31, 1999 and
unaudited balance sheet as of April 30, 2000 and statements of income and cash
flow for the four months ended April 30, 2000.*
(c) Exhibits.
<TABLE>
<S> <C>
1.1 Share Exchange Agreement, dated as of August 10, 2000, by and among
Main Edge International Limited, Virtual Edge Limited, Richard Ford,
Jeanie Hildebrand and Gary Lewis
</TABLE>
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* It is impractical at the present time to provide such documents. Such
documents will be filed as soon as practicable.
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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.
TXON INTERNATIONAL DEVELOPMENT
CORPORATION
Date August 21, 2000 By /s/ John H.W. Hui
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Name: John H.W. Hui
Title: President
