UNITED STATES
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): October 16, 2006
IRISH MAG, INC.
(Exact Name of Registrant as Specified in Charter)
Florida | | 333-132119 | | 59-1944687 |
(State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
of Incorporation) | | | | Identification No.) |
646 First Avenue South |
St. Petersburg, Florida 33701 |
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (866) 821-9004
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
1.01 On October 16, 2006, the Company and its wholly owned subsidiary Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo Hai Wen”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Lin Jiang Huai, the shareholder of Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”). Pursuant to the terms of the Stock Purchase Agreement, iASPEC will transfer to Bo Hai Wen total consideration of RMB 41,286,172, (equivalent to US$ 5,160,771) to purchase 8,601,286 shares, representing a price of US$ 0.60 per share (The closing share price of the Company on October 16, 2006). The consideration will be paid in two parts: (a) a transfer of cash RMB 14,000,000 (equivalent to US$ 1,750,000) from iASPEC’s account to Bo Hai Wen’s Bank Account at closing; and (b) an assignment of all accounts receivable of iASPEC as of August 31, 2006, valued at RMB 27,286,172 (equivalent to US $ 3,410,771) to Bo Hai Wen. Upon closing of this transaction, a change of control of the Company would occur.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The Stock Purchase Agreement is incorporated by reference and attached hereto as Exhibit 2.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 20, 2006
| | Irish Mag, Inc. |
| | | |
| | | |
| | | /s/ Michael Woo |
| | | Michael Woo |
| | | Director |
