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 16, 1998
BEST MEDICAL TREATMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
0-12825 84-0916272
(Commission File Number) (IRS Employer Identification No.)
45110 Club Drive, Suite B, Indian Wells, California 92210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 360-1042
Item 1. Change in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Pursuant to a certain Share Exchange Agreement (the "Agreement"),
dated as of March 12, 1998, by and between Best Medical Treatment Group, Inc.
(the "Registrant"), and Cheng Chao Ming ("Shareholder"), the Registrant acquired
from Shareholder all of the outstanding shares of Wonderwide Wonsultants Limited
(BVI) ("Wonderwide") in exchange for 2,230,000 shares of Common Stock of the
Registrant. The closing date of the transaction was March 16, 1998.
Wonderwide holds 99% of the outstanding capital stock of King Yuen
Investment and Development Limited, a Hong Kong corporation ("King Yuen"). The
other 1% of King Yuen is owned by Shareholder. King Yuen holds 100% of the
foreign joint venture interest in the Qin Dynasty Hotel (Xian) Limited ("Qin
Dynasty Hotel") a sino-foreign cooperative joint venture, which owns and
operates a hotel in the ancient city of Xian, Peoples' Republic of China.
Shareholder also agreed to cause his affiliate to transfer to Wonderwide, as
soon as regulatory approval is received, his 60% interest in the City Hotel
(Xian) Co. Limited ("City Hotel"), which owns and operates a second hotel in
Xian. Pending the transfer of the interest in the City Hotel, Shareholder has
escrowed 334,500 shares (out of the 2,230,000 referred to above) with the
Registrants' legal counsel.
As an exhibit to the Agreement, the Shareholder provided the
Registrant with unaudited financial statements of its interests in the Qin
Dynasty Hotel and the City Hotel. These financial statements are appended to the
Agreement as filed with this report. In Section 2.04(a) of the Agreement,
Shareholder warranted that Wonderwide's consolidated net income, as audited
under United States Generally Accepted Accounting Principles, would be no less
than $2.5 Million for the year ended December 31, 1997, and agreed that "In the
event that the audited earnings fall below this amount, Shareholder will cancel
that number of Company shares necessary to increase Company earnings per share
("EPS") for that level that would have existed had the earnings met the minimum
level stated above (before adjustment for any splits or new issuances post
closing)". Based on the 2,763,379 shares outstanding as of the closing, the
earnings per share required is $.90 per share.
The following table provides selected unaudited financial data
extracted from the Agreement. This information is given in Renminbi as prepared
by management in accordance with Hong Kong Generally Accepted Accounting
Principles, and is subject to adjustment to conform to United States Generally
Accepted Accounting Principles. The audited financial information could vary
significantly. As of March 28, 1998 the exchange rate was 8.496 Renminbi per US
$1.00.
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Balance Sheet
December 31, 1997
Dynasty Hotel City Hotel
Current Assets 20,346,047 14,605,064
Fixed assets of cost 141,492,791 80,948,737
Total Assets 161,838,838 95,553,801
Current Liabilities 35,547,030 11,034,174
Long Term Liabilities 51,186,721 --
Shareholder Equity 75,105,087 84,525,627
Renminbi Statement of Operations
Year ended December 31, 1997
Net Sales 36,455,000 20,163,000
Operating Profit 8,278,000 4,046,000
Extraordinary Income 7,800,000 3,960,000
Net Profit 16,078,000 8,006,000
Year ended December 31, 1996
Net Sales 30,243,000 16,296,000
Operating Profit 6,361,000 2,809,000
Extraordinary Income 5,280,000 2,640,000
Net Profit 11,641,000 5,449,000
Immediately prior to the transaction, there were 1,018,379
shares of the Registrant's common stock issued and outstanding. The Registrant
transferred the ownership of its subsidiary, U.S. Medical Access, Inc., to the
former owner of the subsidiary in exchange for the cancellation of the 625,000
shares of common stock issued upon acquisition of the subsidiary in March 1997.
The Registrant issued 140,000 shares of common stock to non-affiliated third
parties for services in connection with the acquisition, resulting in a total of
2,763,379 shares.
The name of each person known to the Registrant to own more
than 5% of the common stock of the Registrant (the only security outstanding),
the current directors and executive officers of the Registrant who were
appointed upon Closing of the Agreement and the percentage of the total issued
and outstanding Common Stock of the Registrant owned by such persons is as
follows:
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Amount of
Name, Title Beneficial Percent of
Address Ownership(1) Class
Cheng Chao Ming 2,230 80.6%
(Jenson Cheng)
President, Director, and
Chief Executive Officer
Xiong Pingbo(2) ___ ___
(Paul Xiong)
Director and Acting Chief
Financial Officer
John Backhouse(3) ___
All oofficers and directors
as a group (3 persons) 2,230,000 80.6%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
share investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of a security).
(2) The address of these persons is Room 1008-9, Shun Tak Centre,
West Tower, 168-200 Connaught Road,
Central, Hong Kong.
(3) The address of this person is 2850 Catherine Drive, Prince George,
British Columbia Canada V2M 7B5.
The following biographical information is supplied with respect to each
officer and director.
Jenson Cheng, 51, was elected to his positions with the Registrant on
March 16, 1998, Mr. Cheng graduated from Bejing University in 1970 with a degree
in Electronics. For more than 22 years he has been engaged in investment and
business. He is also Managing Director of King Pacific International Holdings,
Ltd., which is listed on the Hong Kong Stock Exchange; Chairman of Jenson
International Development, Ltd; King Sun Holdings Ptc., Ltd.; Jenson
International Group (Canada); Yellowhead Inn (Canada); and King Sun Square Ltd.;
Vice Chairman of Intelligent Trico Enterprises, Co., Ltd.; President of the
Dynasty Hotel and the City Hotel (Xian); and Vice-President of the City Hotel
(Beijing). Mr. Cheng is also a member of the Committee of All-China Federation
of Returned Overseas Chinese, is an Advisor to the Shijiazhuang Municipal
People's Government and the Zhangzhou Municipal People's Government, and is the
Chairman of the Hong Kong Judo Association.
Paul Xiong, 38, was elected to his positions with the Registrant on
March 16, 1998. Since 1994 he has been a director and chief operating officer of
China Changjiang Development Corporation, a member of the Jenson International
Group, and he is currently assistant to the president of King Pacific
International Holdings Ltd. in Hong Kong. From 1992 to 1994 he was a Research
Scientist and International Marketing Consultant for the MacMillan Bloedel
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Research Centre in Vancouver, British Columbia. From 1989 to 1992 he was a
Research Engineer at the University of British Columbia; from 1986 to 1989 he
was a Research Assistant at that university. From 1985 to 1986 and 1982 to 1985
he was respectively a Lecturer and Research Assistant at Anhui Agricultural
University. He received a masters degree in Wood Engineering from the University
of British Columbia and a masters and a bachelors degree from Anhui Agricultural
University in Hefei, Anhui, People's Republic of China.
John Backhouse, 54, was elected the director on March 16, 1998. He has
been the Director of Institutional Development of the College of New Caledonia
since January 1997. From 1986 to 1996 he was the Mayor of Prince George City,
British Columbia and he was an Alderman from 1980 to 1986. Mr. Backhouse is a
professional librarian and most recently was employed by the College of New
Caledonia from 1981 to 1991 where he became Director of Community Services and
Director of Communications. He was president of the B.C. Library Association and
as a Director of the Canadian Library Associates and has served on many
government boards and advisory panels. Currently he is a Board member of BC
Transit, a member of the B.C. Forest Sector Strategy Committee, the Minister's
Advisory Council on Housing, and Co-Chair of the Premier's Northern Summit
Advisory Committee. Mr. Backhouse received a Bachelor of Arts in Library Studies
from the University of Oklahoma.
Item 5. Other Information
Xian is the ancient capital of 11 Chinese dynasties, a major tourist
destination, and the starting point of the ancient silk road to the West.
The Dynasty Hotel is an international 4-star hotel located at the west
boundary of the ancient city wall in Xian, China, located at 55 Huan Cheng Xi
Road, N., Xian, China, telephone 86 29 862 6262. The hotel has 200 rooms and
suites; 4 restaurants (Cantonese, western, Korean and Chinese), a business
center, a karaoke, a discotheque, a beauty salon, health club and a lounge.
The City Hotel is located in the central Xian business district, at 5
Nan Da Road, Xian, China, telephone 86 29 721 9988. The hotel has 140 rooms,
convention hall, 3 restaurants (Chinese, western, and coffee shop), a bar, a
discotheque and a lounge, and a business center.
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Item 7. Financial Statements, Pro Forma FinancialInformation and Exhibits.
(a)(b) The required financial statements and pro forma financial
information is unavailable as of the date hereof and will be filed by the
Registrant pursuant to the requirements of the Securities Exchange Act and the
rules and regulations promulgated thereunder within 60 days of the date of the
event reported herein.
(c) Exhibits
2. Plan of acquisition, reorganization,
arrangement, liquidation or
succession.
2.1. Share Exchange Agreement dated March
12, 1998
3. Certificate of Incorporation and Bylaws
3.5 Memorandum and Articles of Association
of King Yuen
Investment and Development Limited.
3.6 Memorandum and Articles of Association
of Wonderwide (BVI) Consultants Limited.
99. Additional Exhibits
99.1 Press Release regarding transaction
99.2 Opinion of China Legal Service (HK) Ltd. as to legal exis-
tence and compliance of King Yuen Investment and Develop-
ment Limited and its ownership of the Qin Dynasty Hotel.
99.3 Opinion of Wilson L. Yeung & Co. as to share ownership
of King Yeun Investment and Development Ltd.
99.4 Opinion of Wilson L. Yeung & Co as to share ownership of
Jenson International Development Limited.
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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 thereunto duly authorized.
Dated: March 27, 1998 BEST MEDICAL TREATMENT GROUP, INC.
By: /s/ Jenson Cheng
Jenson Cheng
President and Chief Executive Officer
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