<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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) December 18, 2000
-----------------
DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Nevada 88-040114
--------------------------------------------------------------------------------
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8980 Fraserwood Court, Unit 10 Burnaby B.C., Canada, T5J 5HJ
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (604) 438-3598
--------------------
BODY CONCEPTS INC.
--------------------------------------------------------------------------------
(Former name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
Digital Village World Technologies Inc. (the "Registrant") entered into a Share
Exchange Agreement, dated as of December 18 , 2000 (the "Share Exchange
Agreement") by and among, the Registrant, Digital Village World Technologies
(Canada) Ltd. ("DVC"), Tianjin Teda Yu Cheung Group Co. Ltd. (the "Founding
Shareholder") and the shareholders of DVC named therein (the "DVC Shareholders",
together with the Founding Shareholder, the "Shareholders"). Pursuant to the
Share Exchange Agreement, on December 18, 2000 (the "Closing"), the Registrant
acquired from the Shareholders all of the shares of DVC (the "Acquisition") in
exchange for eight million four hundred and ninety thousand (8,490,000) shares
of the Registrant's common stock representing 65.77% of the issued and
outstanding shares of the Registrant after giving effect to the Acquisition.
On the Closing Mr. Howard Gelfant and Mr. James Wosk resigned from the board of
directors. Pursuant to the terms of the Share Exchange Agreement, Mr. Stephen
Dadson and Mr. Mu Zhankui became members of the board of directors of the
Registrant. The directors then elected Mr. Stephen Dadson as the Chief
Executive Officer.
The following table sets forth certain information after giving effect to the
issuance of the securities at the Closing with respect to the beneficial
ownership of the outstanding shares of common stock by the Registrant's
directors, executive officers and each person know to the Registrant who owns in
excess of 5% of the outstanding shares of common stock and the directors and
executive officers of the Registrant as a group.
Each person listed below has personal and sole beneficial ownership of the
shares of common stock listed with their name:
<TABLE>
<CAPTION>
Total Number
Name of Shares Percentage Ownership
<S> <C> <C>
Tianjin Teda Yu Cheung Group Co. Ltd. 6,000,000 46.6%
Richard Wang 1,000,000 7.8%
Peng Chen 1,000,000 7.8%
Brian Roberts 250,000 1.9%
Zun Zhao Li 1,000,000 7.7%
Karen Dadson 1,000,000 7.7%
Mu Zhannkui 500,000 3.9%
All Directors and Executive Officers (4 persons) 2,750,000 13.7%
</TABLE>
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.
As described in Item 1 above, pursuant to the Share Exchange Agreement, the
Registrant acquired all of the issued and outstanding stock of DVC. In
consideration therefor, the Registrant issued to the Shareholders eight million
four hundred and ninety thousand (8,490,000) shares of the Registrant's common
stock. The consideration for the acquisition of DVC was negotiated on an arms
length basis.
DVC is a Canadian company incorporated in the Province of British Columbia. DVC
is an internet content provider that provides bi-lingual content and technical
services to companies in China, and provides third party internet services such
as web design, web hosting and content development for firms that specialize in
naturopathic and traditional eastern health sciences in North America.
2
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant
(a) On December 28, 2000 the Company advised Parker and Co. that it would not
be appointed as the Company's auditors for the year ended December 31, 2000.
(b) During either of the past two fiscal years, and any subsequent interim
period, Parker and Co. reports on the Company's financial statements have not
contained adverse opinions or disclaimers of opinion. During either of the past
two fiscal years, and any subsequent interim period, there have not been any
disagreements between Parker and Co. and the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure or any reportable events between Parker and Co. and the Company.
(c) The Company has requested Parker and Co. to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements made by the Company in response to Item 4 and, if
not, stating the respects in which it does not agree. The Company delivered a
copy of this Form 8-K report to Parker and Co. on December 28, 2000. The Company
will file such letter as an amendment to this Form 8-K.
(d) On December 28, 2000, the Board of Directors of the Company appointed Moen
and Company as independent auditors of the Company for the fiscal year ended
December 31, 2000. Prior to the engagement of Moen and Company, neither the
Company nor anyone on its behalf consulted with such firm regarding the
application of accounting principles to a specified transaction whether
completed or uncompleted, or type of audit opinion that might be rendered on the
Company's financial statements.
Item 5. Other Events.
a) Registrant has moved its principal executive offices from 4750 Table Mesa
Drive, Boulder State, CO 80303 to 8980 Fraserwood Court, Unit 10 Burnaby
B.C., Canada, T5J 5HJ.
b) The Registrant adopted a new trading symbol of "DVWT"
c) The Registrant's new CUSIP number is 25388R109
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not included in this
initial report on form 8-K. Such financial statements will be filed by
amendment not later than 60 days from the date hereof.
(c) Exhibits.
1.1 Share Exchange Agreement, dated as of December 18, 2000 by and
among, Digital Village World Technologies Inc., Digital Village
World Technologies (Canada) Ltd., Tianjin Teda Yu Cheung Group
Co. Ltd. and the shareholders of Digital Village World
Technologies (Canada) Ltd. named therein.
3
<PAGE>
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.
DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
Date December 29, 2000 By /s/ Richard Wang
------------------------ --------------------------------
Name: Richard Wang
Title: President
4
