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): March 27, 2000
eSOFTBANK.COM, INC.
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(Exact name of Registrant as specified in its charter)
1-12293
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(Commission file number)
Nevada 87-0394313
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation)
Flat A, United Plaza, 5022 Binhe Main Street
Fution District, Shenzhen, PRC 518026
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(Address of principal executive offices) (Zip code)
011-86-755-255-1130
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant
As a result of the acquisition of World Concept Development Limited and its
Subsidiaries, control of our company shifted to the former shareholders of World
Concept Development Limited. The new controlling shareholder and the other
shareholders who own five percent (5%) or more of our outstanding common stock
are as follows:
Name Number of Shares Held Percentage
Directly and Beneficially
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Dr. Lan Hong Bing 5,781,460 45.17%
Best Asia Investment Limited 747,200 5.84%
Asia Concept Development Limited 840,600 6.57%
China Enterprise Federation 672,480 5.25%
World Concept Holding Limited 1,120,800 8.76%
Metrolink Holdings Limited 790,000 6.19%
Item 2. Acquisition or Disposition of Assets
On March 27, 2000, we entered into an Exchange Agreement (the Exchange)
with World Concept Development Limited (World), an independent third party. By
means of the Exchange, we acquired 100% of the issued and outstanding shares of
World in exchange for 9,300,000 post reverse split shares of our stock. In
addition to the common stock, we also issued to the shareholders of World
3,000,000 warrants at $3.00 per share exercisable at anytime between March 27,
2000 and March 26, 2000; 2,000,000 warrants at $4.00 per share exercisable at
anytime after March 26, 2001 and before March 27, 2002; and 2,000,000 warrants
at $5.00 per share exercisable at anytime after March 26, 2002 and before March
27, 2003. Immediately, prior to the Exchange, we effected a one for five reverse
stock split and changed the name of our Company to eSoftbank.com, Inc.
The Exchange has been accounted for using the purchase method of accounting
which means that this is a reverse acquisition whereby eSoftBank.com, Inc. is
deemed to be the acquiror in the business combination. Our existing shareholders
will retain a 27% voting interest in the combined entity following the Exchange.
World, a development stage enterprise, was incorporated on October 27, 1999, in
the British Virgin Islands. World incorporated its wholly owned subsidiary
eSoftbank Networks (Shenzhen) Co. Ltd. (Shenzhen) on December 30, 1999, in the
Peoples' Republic of China (PRC). World and Shenzhen were incorporated to effect
a merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign, private or publicly held business. As of
December 31, 1999, World had not commenced any formal business operations and
the only activity related to the Company's formation.
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On February 21, 2000, World, via Shenzhen, acquired 9.52% of the outstanding
capital of SiTech Hainan Limited. (SiTech), a company related through common
ownership and management from Dr. Hongbing Lan, a director and shareholder of
both World and SiTech for approximately $62,650. On the same date, Shenzhen
acquired an additional 42.86% of SiTech from SiTech Hainan Holding Co., Ltd.
(Holdings), a company related through common ownership and management, for
approximately $280,000. SiTech is a software designer and markets both packaged
and custom designed Internet-related software applications. Since both entities
involved in the acquisition were under common control, the transaction was
accounted for at historical cost in a manner similar to that in
pooling-of-interests accounting. The consolidated financial statements include
the results of operations for World and its subsidiary from their inception.
On February 21, 2000, Shenzhen also acquired an 80% of the newly issued and
outstanding stock of eSoftbank (Beijing) Software Systems Co., Ltd. (Beijing), a
PRC company, from Holdings for an initial capital investment of approximately
$116,000. The remaining 20% of Beijing is owned by Mr. Hongyu Lan, the brother
of Dr. Hongbing Lan.
Item 7. Financial Statements & Exhibits
a. Financial Statements of Businesses Acquired
1. Financial Statements of World Concept Development Limited and
Subsidiary as of December 31, 1999.
a. Independent Auditor's Report F-1
b. Consolidated Balance Sheet F-2
c. Consolidated Statement of Operations F-3
d. Consolidated Statement of Stockholders' Equity F-4
e. Consolidated Statement of Cash Flows F-5
f. Notes to Consolidated Financial Statements F-6 - F-8
2. Financial Statements of SiTech Hainan Limited for the years ended
December 31, 1998 and 1999.
a. Independent Auditor's Report F-9
b. Statements of Income F-10
c. Statements of Changes in Shareholders' Equity F-13
d. Balance Sheets F-14
e. Statements of Cash Flows F-15
f. Notes to Financial Statements F-16 - F-22
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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.
ESOFTBANK.COM, INC.
By: /s/
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Date: June 2, 2000
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