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) March 5, 2003
-------------
VISIONS-IN-GLASS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 000-33123 33-0885775
- --------------------------------------------------------------------------------
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
The Fourth Floor Bldg. E No. 501
Jin Gang Rd. Jiniao Developing Zone
Pudong, Shanghai, China 201206
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code 0716-8324631
------------------------------
9521 21st Street SE, Calgary, Alberta Canada T2C 4B1
- --------------------------------------------------------------------------------
(Former Name or Former Address, if changed since last report)
Item 1. Changes in Control of Registrant.
Acquisition
Visions-In-Glass, Inc. (the "Registrant") entered into a Share Exchange
Agreement, (the "Exchange Agreement"), dated as of March 5, 2003, by and among
the Registrant, Yarek Bartosz, Guofu Dong ("Dong"), Liping Xie ("Xie"), Qizhou
Wu ("Wu"), Tse Yiu Wong ("Wong"), Hanlin Chen ("Chen" together with Dong, Wong,
Wu and Xie, the "Sellers") and Great Genesis Holding Limited, a corporation
organized under the laws of Hong Kong Special Administrative Region, China
("Genesis"). Pursuant to the Exchange Agreement, on March 5, 2003 (the "Closing
Date"), the Registrant acquired (the "Acquisition") from the Sellers all of the
issued and outstanding equity interests of Genesis (the "Genesis Shares"). As
consideration for the Genesis Shares, the Registrant issued 20,914,250 shares of
its common stock to the Sellers. The parties have submitted the documents to the
Hong Kong Stamp Duty Office (the "Office") as required by Hong Kong law so that
Office can assess the stamp duty imposed in connection with the transactions
described in the Share Exchange Agreement. The consideration for the Acquisition
was determined through arms length negotiations between the management of the
Registrant and the Sellers.
Election of New Directors and Officers
On the Closing Date, Mr. Yarek Bartosz resigned as President, Chief
Executive Officer, Secretary, Treasurer, Chief Financial Officer and sole
Director of the Registrant. Effective March 10, 2003, Messrs. Hanlin Chen, as
Chairman of the Board, Guofu Dong, Liping Xie, Qizhou Wu, and Tse Yiu Wong Andy
began serving their terms as members of the Board of Directors of the
Registrant. The newly elected directors appointed Hanlin Chen as the Chief
Executive Officer and President, Qizhon Wu as Vice-Chairman and Chief Technical
Officer, Guofu Dong as the Chief Operating Officer and Daming Hu as Chief
Financial Officer.
Share Ownership
The following table sets forth certain information after giving effect
to the issuance of the securities at the Closing, the percentage ownership is
based on 22,015,000 shares outstanding with respect to the beneficial ownership
of the outstanding shares of common stock by the Registrant's directors,
executive officers and each person known to the Registrant who owns in excess of
5% of the outstanding shares of common stock and the directors and executive
officers of the Registrant as a group. Each person listed below has personal and
sole beneficial ownership of the shares of common stock listed with their name:
Total Number
Name/Title of Shares Percentage Ownership
Hanlin Chen, CEO, Chairman and President 13,280,547 60.3%
Guofo Dong, COO and Director 627,429 2.8%
Daming Hu, CFO -- --
Qizhou Wu, CTO and Director 2,195,996 9.9%
Liping Xie, Director 2,191,425 9.9%
Tse Yiu Wong Andy, Director 1,359,426 6.1%
All Directors and Executive Officers 19,654,823 89.0%
(6 persons)
Item 2. Acquisition or Disposition of Assets.
The information set forth above under "Item 1. Changes in Control of
Registrant" is incorporated herein by reference.
Until the Closing Date, the Registrant had only nominal assets and
liabilities and no current business operations. As a result of the Acquisition,
the Registrant will continue the business operations of Genesis.
Overview of Genesis
Genesis owns all of the capital stock of Jilong Enterprises Investment
Corp. Ltd., a Hong Kong Company ("Jilong"). Jilong in turn owns interests in
four sino-joint ventures which each manufacture power steering systems and or
related products for different segments of the automobile industry in China. The
combined sales of the sino-joint ventures rank second in their industry sector
with combined sales totaling 30% to 40% of the market share in China.
Joint Venture Ownership Interest Business Segment
JiuLong Co., Ltd. 81% Buses and Trucks
HengLong Co. Ltd. 42% Small Cars and Vans
JinBei Heng Long 55% Vans
Henlong WanAn Co., Ltd. 51% Power Steering Pumps
Genesis has long-term contracts with more than forty manufactures,
including the two of the largest automobile manufacturers China's No. 1
Automobile Manufactory with $10 Billion USD in sales and China's No. 2
Automobile Manufactory with $2 Billion USD in sales. Genesis also has long term
contracts with the largest Van manufacturer in China, Shenyang Jinbei Co., Ltd.
which has approximately $2.5 billion USD in annual sales and Fukang, a Citren
invested automobile manufacturing which has approximately $1 billion USD in
annual sales.
Genesis currently owns two trademarks on automobile parts and several
Chinese patents for power steering technology. By integrating new advanced
technologies, such as electronic chips in power steering systems into its
current product line, the group is pursuing aggressive strategies on the
technology level to maintain a competitive edge within the automobile industry.
Strategic Plan
The short to midterm strategic plan is to focus on market expansion in
the domestic and international arena. Generally, to achieve this goal Genesis
will focus on name recognition, customer service and the ability to provide
quality products to its customers. In addition, product line expansion, with a
focus on parts, accessories and new technologies will be important to the
overall development of the business. For international market expansion, Genesis
will target North America and the Asia-pacific countries, and the Middle East
areas such as the United States, Canada, Malaysia, Indonesia and Korea.
In the past two years, Genesis has achieved an annual growth rate of
30%. At the end of 2002, Genesis's total net worth was approximately $24 million
USD and net profits were more than $4 million USD. In 2003, Genesis is expected
to achieve $6 million USD in net profits. This will be an increase of 50%
compared to 2002 and continue Genesis's successful growth curve. Our 2003 growth
will be the result of increased sales from Jiulong, Henglong and Jinbei
Henglong, Genesis's overall increased sales are the result of the high industry
growth within the country's automobile industry sector and Genesis's market
expansion in China within the last two years.
Industry Overview
The Automobile industry is one of the fastest growing industries in
China with increased sales of 42% growth rate in 2002. The Chinese Automobile
industry is expected to grow at the current rate of 10% to 15% per year over the
next 3 years. An increase of 10% to 15% in 2003 will make China the third
largest automobile market in the world and certain to become the leading
purchaser of cars, parts and accessories in the next 5 to 10 years. Based on
these figures Genesis maintains that it will achieve at least a 30% annual
growth rate over the next three years. Genesis's projected growth rate in fiscal
year 2003 of 50% will be achieved without a substantial change to our current
structure. Genesis's growth rate is slightly above China's industry standard,
however it's consistent with Genesis's current environment.
Item 5. Other Events.
The Registrant has moved its principal executive offices from 9521 21st
Street SE, Calgary, Alberta Canada T2C 4B1.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
a) Financial Statements of Businesses Acquired.
b) Pro Forma Financial Information.
The financial statements required by (a) and (b) of this Item 7 will be
filed by an amendment to this Form 8-K on or before May 30, 2003.
c) Exhibits.
4.1 Share Exchange Agreement, dated March 5, 2003
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.
VISIONS-IN-GLASS, INC.
Date: March 18, 2003 By: /s/ Hanlin Chen
------------------------------
Name: Hanlin Chen
Title: Chief Executive Officer