UNITED STATES
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): November 13, 2001
Frefax Inc.
(Exact name of issuer as specified in its charter)
Florida 000-29915 650786722
(State or other jurisdiction Commission IRS Employer
of incorporation File Number No. IdentificationNo.)
1255 Peel Street, Montreal, Quebec H3B 2T9 CANADA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (514) 398-0515
Item 1. Changes in Control of Registrant.
Pursuant to an Acquisition Agreement, dated November 8, 2001 and closed November
13, 2001, between Frefax Inc. (FFAX), a Florida Corporation, and China Xin
Network (Canada) Inc. (CXNC), a privately held Federally Chartered Canadian
Corporation, 28,836,566 shares of common stock of FFAX were exchanged for
14,418,283 shares of common stock of CXNC, where CXNC becomes a wholly owned
subsidiary of FFAX.
Prior to the closing of this transaction FFAX had issued and outstanding a total
of 21,495,091 common shares, bringing the total number of shares outstanding to
50,331,657. No other cash consideration was involved.
The table below lists the names of the beneficial owners of FFAX shares know to
the Registrant at the time of filing of this form.
- ------------------------- ----------------------------- -------------------------- --------------------------
Title of Class Name & Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
- ------------------------- ----------------------------- -------------------------- --------------------------
- ------------------------- ----------------------------- -------------------------- --------------------------
Common shares Jean-Francois Amyot 9,371,884 16.8%
550-1255 Peel Street
Montreal, Qc. H3B 2T9
CANADA (through 3884368
Canada Inc.)
- ------------------------- ----------------------------- -------------------------- --------------------------
- ------------------------- ----------------------------- -------------------------- --------------------------
Raymond Boisvert
550-1255 Peel Street
Common shares Montreal, Qc. H3B 2T9 9,371,884 16.8%
CANADA (through 3884368
Canada Inc.)
- ------------------------- ----------------------------- -------------------------- --------------------------
- ------------------------- ----------------------------- -------------------------- --------------------------
Common shares China Economic Information 10,092,798 20.1%
Network
(CEINet)
No. 58, Sanlihe Road
Beijing 100045
P.R.CHINA
- ------------------------- ----------------------------- -------------------------- --------------------------
As the founders and Joint Venture partners of CXNC, 3884368 Canada Inc. and
CEINet hold 57.3% of all the outstanding and issued shares of FFAX.
A copy of the Acquisition Agreement is filed as an exhibit to this form 8-K.
The table below lists the security holdings of Management:
- ------------------------- ----------------------------- -------------------------- --------------------------
Title of Class Name & Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
- ------------------------- ----------------------------- -------------------------- --------------------------
- ------------------------- ----------------------------- -------------------------- --------------------------
Common shares Jean-Francois Amyot 9,371,884 16.8%
CEO & Chairman of FFAX
550-1255 Peel Street
Montreal, Qc. H3B 2T9
CANADA
- ------------------------- ----------------------------- -------------------------- --------------------------
- ------------------------- ----------------------------- -------------------------- --------------------------
Common shares Raymond Boisvert 9,371,884 16.8%
President of FFAX
550-1255 Peel Street
Montreal, Qc. H3B 2T9
CANADA
- ------------------------- ----------------------------- -------------------------- --------------------------
Item 2. Acquisition or Disposition of Assets.
FFAX acquired 100% of the outstanding shares of CXNC in exchange for a total of
28,836,566 newly issued shares of FFAX common stock to CXNC shareholders. The
issuance of the FFAX shares to CXNC effectively created a merger and change of
control, such that CXNC is now a wholly owned subsidiary of FFAX. This exchange
is intended to qualify as a tax-free reorganization under Section 368 of the
internal Revenue Code of 1986, as amended, and the shares of FFAX received by
CXNC shareholders will be received on a tax free basis. The shares issued by
FFAX will be `restricted securities' as defined in Rule 144 under the Securities
Act of 1933, and an appropriate legend will be placed on the certificates
representing such shares, and stop transfer orders placed against them. No other
financial compensation was issued for this transaction. To further accommodate
this acquisition FFAX share structure will be re-capitalized in the near future.
Following the closing of the transaction, on November 14, 2001, Mr. Anthony
Papa, the sole officer and Director of FFAX nominated Mr. Jean-Francois Amyot
and Mr. Raymond Boisvert to the executive and board of directors of FFAX.
Thereafter, Mr. Anthony Papa delivered to the Board his resignation letter along
with the minutes of the FFAX Board.
With respect to China Xin Network (Canada) Inc., CXNC was incorporated on
October 19th, 2000, to acquire the exclusive commercialization rights to the
most reliable and timely financial, economic and business financial information
on China, published by the China Economic Information Network (CEINet).
CXNC is a privately held company with its shares owned 65% by Mr. Jean-Francois
Amyot and Mr. Raymond Boisvert, through their holding company 3884368 Canada
Inc. and 35% by the China Economic Information Network (CEINet), a subsidiary of
the Chinese State Information Center (SIC) which reports to the State
Development Planning Commission.
CEINet was created by the SIC as a professional information service network,
responsible for producing and publishing economic information on China. CEINet
has a local information network in over 150 cities and regions all across China,
forming a financial information network that covers the entire country.
The SIC is a government sponsored institution under the direct management of the
State Development Planning Commission (SDPC). The SDPC reports directly to the
State Council, which is China's cabinet, the highest body, of state
administration.
CEINet currently publishes over 2000 financial news articles and features a
week. This allows CXNC to provide its subscribers with over 200 new articles
daily. The articles and reports that are published by CXNC are sourced primarily
from CEINet. CEINet is the Chinese Government's primary source of financial,
economic and business news, used in the planning and economic development of
China.
CXNC will edit, normalize and properly classify all this data using industry
standard NewsML tags. This process allows CXNC to display, hide or arrange
certain areas of the same content in different ways. This allows the content to
be automatically prepared for multi-channel publishing. The main products to be
offered by CXNC include, Real-time Financial News, Corporate Profiles, Financial
Television, Market Research and Monthly Industry Reviews.
CXNC presently operates from its head office in Montreal and has a staff of 17
editors, translators and support staff in its Beijing editorial office.
Item 3. Bankruptcy or Receivership.
NOT APPLICABLE
Item 4. Change in Registrant's Certifying Accountants
NOT APPLICABLE
Item 5. Other Events and Regulation FD Disclosure.
Following the closing of the acquisition on November 13, 2001, Mr. Anthony Papa,
the Chairman and sole member of the Board of Directors of FFAX, nominated Mr.
Jean-Francois Amyot as CEO and Mr. Raymond Boisvert as President and further
nominated Mssrs. Amyot and Boisvert as directors of FFAX. Following these
announcements, Mr. Anthony Papa resigned all his executive positions and seat on
the board of directors.
On November 15th, 2001, The CEO, Jean-Francois Amyot announced the appointment
of Mr. David Dingwall as member of the Board of Directors. David Dingwall has
held several positions within both the Canadian provincial and federal
governments as an administrator, a legislator, and a cabinet minister. In 1980,
he was elected to the Parliament of Canada and served as Parliamentary Secretary
to the Minister of Energy, Mines and Resources. He was successively re-elected
in 1984, 1988, and 1993.
Item 6. Resignations of Registrant's Directors.
Mr. Anthony Papa, Chairman and sole Director of FFAX resigned from the executive
and the board following the nominations of the new executive and board member.
Item 7. Financial Statements and Exhibits.
NOT APPLICABLE
Item 8. Change in Fiscal Year.
NOT APPLICABLE
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.
FreFax Inc..
(Registrant)
Date: November 28, 2001 By: /s/ Jean-Francois Amyot
-----------------------
Name: Jean-Francois Amyot,
Title: CEO & Chairman