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
March 6, 2000
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Date of Report
(Date of Earliest Event Reported)
TIANRONG BUILDING MATERIAL HOLDINGS, LTD.
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(Exact Name of Registrant as Specified in its Charter)
8 West 38th Street
9th Floor
New York, New York 10018
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(Address of Principal Executive Offices)
212/398-7833
212/398-8695 (fax)
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(Registrant's Telephone Number)
MAS ACQUISITION XVIII CORP.
1710 E. Division St.
Evansville, IN 47711
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(Former Name and Former Address)
Utah 000-27167 59-2729321
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Stock Purchase Agreement (the "Agreement") effective
March 6, 2000, Tianrong Building Material Holdings, Ltd., a Utah corporation
("Tianrong Building Material Holdings, Ltd.," "TNRG" or, the "Company"),
acquired 8,250,000 outstanding shares of MAS XVIII Corp ("MAS XVIII") from MAS
Capital, Inc., a shareholders thereof, for Two Hundred Thousand ($200,000)
Dollars. As a result, MAS XVIII became a majority-owned subsidiary of TNRG.
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The Stock Purchase Agreement was approved by the unanimous consent of
the Board of Directors of TNRG on March 6, 2000.
Prior to the Agreement, TNRG had 86,554,854 shares of common stock
issued and outstanding. Following the Agreement, TNRG had 86,554,854 shares of
common stock outstanding. TNRG was incorporated in the State of Utah on
September 19, 1983.
Upon effectiveness of the Stock Purchase Agreement, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the Securities and Exchange
Commission, TNRG became the successor issuer to MAS Acquisition XVIII Corp for
reporting purposes under the Securities Exchange Act of 1934 and elects to
report under the Act effective March 6, 2000.
A copy of the Agreement is filed as an exhibit to this Form 8-K and is
incorporated in its entirety herein. The foregoing description is modified by
such reference.
(b) The following table contains information regarding the shareholdings
of the Company's current directors and executive officers and those persons or
entities who beneficially own more than 5% of the Company's common stock:
NAME AMOUNT OF COMMON STOCK PERCENT OF COMMON STOCK
BENEFICIALLY OWNED (1) BENEFICIALLY OWNED
James A. Tilton 11,257,801(2) 13%
President,
Director
All directors and 11,257,801(2)(3) 13%
executive officers
as a group
DIZON Investments 10,000,000(4) 12%
International, Inc.
8 West 38th Street
9th Floor
New York, NY 10018
(1) Based upon 86,554,854 outstanding shares of common stock.
(2)(3) Includes 10,000,00 shares owned by Dizon Investments International, Inc.,
a company of which James Tilton is an officer and director.
(4) A company of which James Tilton is an officer and director.
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COMPANY'S BUSINESS AND SUBSIDIARIES
Tianrong Building Material Holdings, Ltd. (OTCBB:TNRG) is a business
development company that intends to engage in the acquisition of businesses of
various sectors through the application of its management expertise and
shareholder value.
Presently, TNRG has an ownership interest in the following subsidiaries:
- TNRG has 80% interest in Chongqing Dazheng Market Co., Ltd., which
owns a 200,000 square foot shopping center with over100 retail and wholesale
stores located in the Province of Szechuan, People's Republic of China. Pursuant
to the acquisition, the Company incurred an obligation in the form of a
Promissory Note in the amount of $21,000,000 in favor of the former owners of
Chongqing Dazheng Market Co., Ltd.
- TNRG's Medical Group, Inc., which includes and FDA approved personal
computer- based electrocardiogram monitor and a soon to be launched health and
medical e-commerce web site.
- Tianrong Internet Products and Services, Inc. (OTCBB:TIPS), which is a
U.S. holding company whose strategy is the acquisition of domestic and
international Internet Service Providers and related companies. TIPS owns five
development stage, Internet related companies.
- The "New Hampshire Thunderloons", a basketball franchise of the United
States Basketball League. The company is presently listed on the Over The
Counter Bulletin Board stock exchange (OTC BB: USBL).
- Nighthawk Entertainment Corporation, a holding company with interests
in the "Cavalcade of Boxing" film library CD ROM game development and such
technologies relating to exploration of seas and oceans.
However, TNRG presently operates at a loss and has not received revenues
from operations sufficient to maintain its operations. TNRG has raised funds for
operations through the sale of its securities and may continue to do so. See
"RISK FACTORS".
PROPERTY
TNRG maintains its administrative offices at 8 West 38th Street, 9th
Floor, New York, N.Y. 10018. The Company does not lease its own space and pays
no rent. The offices are leased by other companies affiliated with the Company's
president and the office space and all office services are shared.
DESCRIPTION OF SECURITIES
The Company has an authorized capitalization of 200,000,000 shares of
common stock, no par value per share and no authorized preferred stock. Upon
execution of this Agreement, the Company had issued and outstanding, 86,554,854
shares of common stock.
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MARKET FOR TNRG' SECURITIES
TNRG is a non-reporting publicly traded company with certain of its
securities exempt from registration under the Securities Act of 1933, as
amended, pursuant to Rule 504 of Regulation D of the General Rules and
Regulations of the Securities and Exchange Commission. TNRG's common stock is
traded on the NASD OTC Bulletin Board under the symbol "TNRG." The NASDAQ Stock
Market has implemented a change in its rules requiring all companies trading
securities on the NASD OTC Bulletin Board to become reporting companies under
the Securities Exchange Act of 1934.
The Company was required to become a reporting company by the close of
business on April 8, 2000. TNRG acquired 96.8% the outstanding shares of MAS
XVIII to become successor issuer to it pursuant to Rule 12g-3 in order to comply
with the reporting company requirements implemented by the NASDAQ Stock Market.
MANAGEMENT
Name Age Title
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James A. Tilton 38 President, Chief
Executive Officer and Director
Jane Zheng 37 Secretary, Treasurer and Director
James A. Tilton serves as President, Chief Executive Officer and a
director of the Company and is also the president and sole director of its
majority-owned subsidiary, MAS XVIII. Mr. Tilton was appointed President, Chief
Executive Officer and a director of the Company in July 1995. Since July 1998,
Mr. Tilton is also been President and a director of Tianrong Internet Products &
Services, Inc., an OTC Bulletin Board listed holding company (trading symbol
"TIPS") with business in China and southeast Asia. Since November 1995, Mr.
Tilton has also been the President and a director of China Food and Beverage
Company, an OTC Bulletin Board listed holding company (trading symbol CHIF)
primarily for a beer production company in China. Mr. Tilton is also sole
shareholder, sole officer and sole director of International Beverage
Development Corp., a shareholder of the Company. Mr. Tilton is expected to
continue in such positions. Mr. Tilton is the husband of Jane Zheng, secretary,
treasurer and a director of the Company.
Jane Zheng serves as Secretary, Treasurer and a director of the Company.
Ms. Zheng was appointed as Secretary, Treasurer and Director of the Company in
November 1995. Since July 1998, Ms. Zheng has also been secretary, treasurer and
a director of Tianrong Products & Services, Inc. Since November 1995, Ms. Zheng
has also been secretary, treasurer and a director of China Food and Beverage
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Company. Ms. Zheng is expected to continue in such positions. In 1986, Ms. Zheng
received her degree in engineering from Shanghai University, Shanghai, China. In
1994, Ms. Zheng received a Masters of Business Administration degree in Finance
from Adelphi University, Garden City, New York. Ms. Zheng is the wife of James
A. Tilton.
EXECUTIVE COMPENSATION
Ms. Zheng is not currently receiving any salary or other remuneration
from the Company. Mr. Tilton is not currently receiving any salary or other
remuneration from the Company.
All directors of the Company hold office until the next annual meeting
of shareholders or until their successors are elected and qualified. Currently,
there are two directors of the Company. The by-laws permit the Board of Director
to fill any vacancy and such director may serve until the next annual meeting of
shareholders or until his successor is elected and qualified. Officers serve at
the discretion of the Board of Directors.
RISK FACTORS
TNRG IS CURRENTLY OPERATING AT A LOSS. If losses continue, TNRG may need
to raise additional capital through the placement of its securities or from
other debt or equity financing. If the Company is not able to raise such
financing or obtain alternative sources of funding, management may be required
to curtail operations. There is no assurance that the Company will be able to
continue to operate if additional sales of its securities cannot be generated or
other sources of financing located.
The Company incurred an obligation in the form of a Promissory Note in
the amount of $21,000,000, 8% interest per annum, in favor of the former owners
of Chongqing Dazheng Market Co., Ltd., payable on or before December 9, 2004.
THE COMPANY HAS NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS. Although the Company is required to file audited financial
statements no later than 60 days from the date that this report is required to
be filed, no such audited financial statements have been prepared or are
available for inspection as of the date hereof. Consequently, there can be no
assurance that any representations as to the financial condition or assets of
the Company are as stated herein.
COMPETITION FROM LARGER AND MORE ESTABLISHED COMPANIES MAY HAMPER
MARKETABILITY.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS' SHARE VALUE. The
Company's Articles of Incorporation, as amended, of TNRG authorizes the issuance
of 200,000,000 shares of common stock. The future issuance of all or part of the
remaining authorized common stock may result in substantial dilution in the
percentage of the Company's common stock held by its then existing shareholders.
Moreover, any common stock issued in the future may be valued on an arbitrary
basis by TNRG. The issuance of the Company's shares for future services or
acquisitions or other corporate actions may have the effect of diluting the
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value of the shares held by investors, and might have an adverse effect on any
trading market, should a trading market develop for the Company's common stock.
PENNY STOCK REGULATION. Penny stocks generally are equity securities
with a price of less than $5.00 per share other than securities registered on
certain national securities exchanges or quoted on the NASDAQ Stock Market,
provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system. The Company's
securities may be subject to "penny stock rules" that impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse). For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the "penny stock rules" require the delivery, prior
to the transaction, of a disclosure schedule prescribed by the Commission
relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell the Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such securities
maintain a market price of $5.00 or greater. There can be no assurance that the
price of the Company's securities will reach or maintain such a level.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Pursuant to Rule 12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission, upon effectiveness of the Agreement, the
Company became the successor issuer to MAS XVIII for reporting purposes under
the Securities Exchange Act of 1934 and elects to report under the Act effective
March 6, 2000.
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ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the terms of the aforementioned Agreement, the Registrant
has accepted the resignation of Aaron Tsai, the Registrant's sole Director and
Officer as of March 6, 2000, and appointed James Tilton as President and
Director of the Registrant.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant is required
to file financial statements by amendment hereto not later than 60 days after
the date that this Current Report on Form 8-K must be filed.
ITEM 8. CHANGE IN FISCAL YEAR
TNRG has a December 31 fiscal year end. The fiscal year of MAS XVIII is
December 31. The Company will file a Transitional Report on Form 10-QSB, if
required.
EXHIBITS
2.1 Stock Purchase Agreement
between MAS Acquisition XVII Corp.
and TNRG, dated March 6, 2000.
*3.1 Articles of Incorporation of TNRG,
as amended
*3.2 By-Laws of TNRG
*24.1 Consent of accountants
*27.1 Financial Data Schedule
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*To be filed by amendment
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
By /s/ James A. Tilton
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James A. Tilton, President
Date: March 6, 2000