SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported) October 18, 1996
ANTARES RESOURCES CORPORATION
(Exact name of Registrant as specified in Charter)
New York 0-3926 13-1950459
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
2345 Friendly Road, Fernandina Beach, FL 32034
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (904) 261-8607
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Item 5. Other Events.
As previously reported, Antares Resources Corporation (the
"Company") entered into a letter agreement with United Kina
Breweries Limited and related parties ("Kina"), a privately held
Bermuda corporation, whereby the Company has agreed in principle to
acquire all of the issued and outstanding shares of Kina, in
exchange for issuance by the Company of previously unissued
"restricted" common stock. Relevant thereto, a definitive
Agreement and Plan of Reorganization between the Company and Kina
has been executed by both parties. The agreement contains one
unfulfilled condition for Kina's investment banking group to raise
$5 million in equity capital before the agreement becomes
effective. Relevant thereto, the Company, Kina and their
investment bankers did execute a letter agreement effective October
16, 1996, providing for the investment bankers to raise the
necessary capital on or before Wednesday, November 6, 1996. It is
anticipated that this date will be the closing date of the
transaction.
The relevant terms of the proposed transaction require the
Company to (i) undertake a "reverse split" of its common stock,
whereby 1 share of common stock will be issued in exchange for ten
(10) shares of common stock; and (ii) issue to the Kina
shareholders an aggregate of 33,500,000 "restricted" common shares
(post split), representing approximately 93% of the Company's then
outstanding common stock, in exchange for all of the issued and
outstanding shares of Kina.
When the transaction with Kina is consummated, the present
officers and directors of the Company are expected to resign their
respective positions with the Company, to be replaced by the
present management of Kina.
Kina is a holding company which includes 7 joint ventures,
each of which is a brewing company and is engaged in the
manufacturing, distributing and marketing of beer in the People's
Republic of China. On an unaudited basis and prepared in
accordance with International Accounting Standards (and assuming a
conversion ratio of 8.3 RMB to $1 US), Kina has approximately $164
million in total assets and $90 million in net assets. During its
fiscal year ended December 31, 1995, it had gross revenues of
approximately $94 million and generated profits of approximately
$6.6 million. As part of the terms of the Letter Agreement, Kina
is undertaking a financial audit in accordance with Generally
Accepted Accounting Principles, which audited financial statements
will be included in a subsequent Form 8-K to be filed after closing
of the transaction described herein, in accordance with the
provisions of the Securities Exchange Act of 1934, as amended.
Further, simultaneous with the Closing of the transaction with
Kina, the Company intends to sell its subsidiary companies, Empire
Energy, Inc., Southern Trailers Manufacturing, Inc. and Cherokee
Sun Corporation to existing management in exchange for cancellation
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of a significant number of their issued and outstanding common
stock of the Company, assumption of all liabilities, termination of
each of the existing employment agreements and execution of
releases and general indemnification agreements. Additionally, a
significant number of the Company's outstanding warrants to
purchase common stock will also be cancelled as part of this
transaction.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. There are no exhibits to this report.
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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 of the undersigned thereunto duly authorized.
ANTARES RESOURCES CORPORATION
(Registrant)
By: s/William W. Perry
William W. Perry III,
President
Dated: October 17, 1996
