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: January 24, 2002
WORLD ENVIROTECH, INC.
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COLORADO 000-33031 84-1263981
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
#830 - 789 West Pender Street, Vancouver, B.C. Canada VC 1H2
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (604) 632-9638
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Item 1. CHANGES IN CONTROL OF REGISTRANT
None.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Company has entered into a definitive agreement to acquire ProtectServe
Pacific Limited, a Hong Kong corporation (PSP), in a Share Exchange.
The terms of the Share Exchange provide that the Company shall issue a
total of 30,000,000 shares of common stock, on a post consolidation basis in
consideration of 100% of the issued and outstanding stock of PSP. PSP will
become a wholly owned subsidiary. The Agreement terms provide that in the event
the Company has less than $900,000 (USD) in cash capital on the date of closing,
the number of shares to be issued to PSP shareholders shall be increased by
2,500,000 for each $100,000 less than $900,000, up to a maximum increase of
7,500,000 shares.
The Agreement further provides that in the event the net after tax profit
for PSP (under US GAAP) is less than $9,000,000 (Hong Kong) for period ending
December 31, 2002, the Company shall have the right to repurchase shares from
the former PSP shareholders, pro rata, at $.001 per share. THe formula for
computing repurchase shares is:
For every $333,333 (Hong Kong) that PSP falls short of the $9,000,000 (Hong
Kong) net profit target, the Company shall have the right to repurchase one
million shares on five days written notice.
The closing will not occur unless at least $600,000 (USD) in cash capital
is on deposit in company accounts at the time of closing, and further, that a
reverse split (consolidation) of one for four shares has been effectuated. The
Company hopes to have such completed by February 28, 2002.
Item 3. BANKRUPTCY OR RECEIVERSHIP
None
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
Item 5. OTHER EVENTS
The Company has accepted a subscription agreement from XIN NET Corp. for a
private placement of $600,300 for 14,500,000 common shares and 10,875,000
special warrants convertible into 10,875,000 post consolidation common shares on
or before January 31, 2004. An option to purchase an additional 7,500,000 post
consolidation common shares for $300,000 until February 15, 2002 was also
granted to XIN NET Corp.
Item 6. APPOINTMENT OF NEW DIRECTORS
None
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statement
Not applicable
(b) Not Applicable
(c) EXHIBITS
10.1 Share Exchange Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WORLD ENVIROTECH, INC.
(Registrant)
/S/ Ernest Cheung
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Dated: January 24, 2002 Ernest Cheung, President