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: November 7, 2003
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(Date of earliest event reported)
CHINA XIN NETWORK MEDIA CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 000-29915 65-0786722
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State of Commission IRS Employer
incorporation File Number Identification Number
1111 Brickell Avenue, 11th Floor, Miami, Florida 33130
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(Address of principal executive offices)
Tel: (514) 820-9347
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(Issuer's telephone number)
Item 1. Changes in Control of Registrant
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On November 7, 2003, the registrant issued 97,470,000 common shares to 3884368
Canada Inc. for consideration of assuming $974,700 of liabilities of the
registrant. 3884368 Canada Inc., is owned by Options Management Inc., the
holding company of Jean-Francois Amyot, the President, CEO and Chairman of the
registrant.
Following this transaction, Jean-Francois Amyot becomes the beneficial owner of
116,158,768 common shares of the registrant representing 50.9% of the
228,042,401 issued and outstanding common shares of the registrant.
Item 5. Other Events and Regulation FD Disclosure
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On November 7, 2003, the registrant issued a press release announcing certain
events. The press release has been attached as exhibit to this filing.
The events are as follows:
1. The registrant entered into an agreement with 3884386 Canada Inc., a major
shareholder of the registrant, to transfer all its liabilities of $974,700 in
exchange for the issuance of 97,470,000 restricted common shares.
The Chairman of CXN stated in the press release that the elimination of the
company's liabilities is the first step towards dramatically improving the
company's balance sheet.
2. The registrant announced the appointment of Mr. Benoit Briere to the Board
of Directors.
3. The registrant signed service agreement with consultants Mr. Trevor Vale and
Mr. Jason Lake to assist the company's executives with the new business plan,
management structure, procedures and implementing the new business model. The
consultants have agreed to receive shares as their remuneration for their
services. The registrant has issued 3 million common shares each,for a total
of 6 million shares.
Taking into effect the issuance of the additional 6 million shares, the
registrant has a total of 234,042,401 issued and outstanding common shares.
Further events; on November 11, 2003, an emergency shareholders meeting was
held, where shareholders representing 51% of the vote as of September 30,
2003, approved the nomination of Jean-Francois Amyot as the Chairman, Benoit
Briere as a director as well as voted to formally remove Len Sellers, Li Kai
and Chunzheng Wang as Directors. The Board of Directors than voted to remove
Len Sellers as an officer of the corporation and approved the appointment
Jean-Francois Amyot as President and Chief Executive Officer.
SIGNATURES
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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.
CHINA XIN NETWORK MEDIA CORPORATION
DATE: November 13 , 2003 //s JEAN-FRANCOIS AMYOT
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Jean-Francois Amyot
President, CEO and Chairman
CXN Media Corp.
EXHIBTS 99.1
Press Release Source: China Xin Network Media Corp.
CXN Media Corporation Continues the Corporate Restructure
Friday November 7, 8:31 am ET
MIAMI--(BUSINESS WIRE)--Nov. 7, 2003--China Xin Network Media Corporation
(OTCBB: CXIN - News) announced today that it had taken a series of immediate
actions to accelerate the corporate restructure.
The company entered into an agreement with 3884368 Canada Inc. one of CXN's
major shareholder to transfer all liabilities to 3884368 Canada Inc. Under the
agreement, 3884368 Canada Inc. takes full and complete responsibility to settle
CXN's total current liabilities totaling $974,700 USD. In exchange for the
transfer of the liabilities to 3884368 Canada Inc, CXN will issue 97,470,000
restricted common shares. 3884368 Canada Inc., which already owned 18,743,768
shares, will now have a total of 116,213,768 restricted common shares
representing majority controlling interest equal to approximately 50% of the
vote.
"The elimination of the company's liabilities is the first step towards
dramatically improving the company's balance sheet" Said Mr. Amyot, CXN's
Chairman. "It was a necessary step towards rebuilding the company" further
added Mr. Amyot.
The company proceeded by appointing Mr. Benoit Briere to the Board of
Directors. Mr. Briere brings years of experience in strategic consulting for
early stage companies. Mr. Biere is the Chairman and CEO of Boomba Holdings,
which provides angel funding, venture capital funding, governance, management
support and strategic consulting. In addition to the new Director, the company
also signed service agreements with consultants, Mr. Trevor Vale and Mr. Jason
Lake to assist the company's executives with the business plan, management
structure, procedures and implementing the new business model. Since the
company does not currently have sufficient cash available, the consultants
have agreed to receive shares in lieu of a cash payment. The company proceeded
to issue 3 million shares to both individuals.
As stated above, these immediate actions have been taken by the company in
order to accelerate the corporate restructure and to implement the new business
plan as soon as possible. The company plans to seek shareholder approval on the
new business plan, new management, Board of Directors appointments and other
issues. The company plans to call and hold a formal shareholder's meeting on or
before January 23, 2004.
About Mr. Briere
Since 1999, Benoit is Chairman and CEO of Boomba Holdings Inc, which provides
angel funding, venture capital funding, governance, management support, and
strategic consulting for early stage companies. Prior, Benoit was President of
AT&T Canada Prepaid Card Services, where he was instrumental in realizing
record revenue and growth. Before AT&T Canada, Benoit co-founded and was
President of Canada Telecom Network Inc., a market leading telecom company that
was ultimately purchased by AT&T Corp., in an eight figure cash-out.
Previously, Benoit was Vice-President of Sales at CBCI Telecom Inc., Canada's
largest videoconferencing company, achieving significant market penetration in
Canada's 1000 largest corporations. Also, he negotiated an exclusive
distribution and co-marketing agreement with British Telecom PLC, for the
exclusive sale and marketing of British Telecom videoconferencing products for
the United States and Canada. Prior to CBCI Telecom, Benoit was Director of
Sales and Marketing at Videotron Inc., Canada's second largest cable company
where he was directly involved in launching Canada's first interactive cable
service, Videoway.
SAFE HARBOR STATEMENT
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements, contained in this release which are not historical facts
may be deemed to contain forward-looking statements with respect to events,
the occurrence of which involves risk and uncertainties including, without
limitation, demand and competition for the Company's products and services,
the availability to the company of adequate financing to support its
anticipated activities, the ability of the Company to generate cash flow from
its operations and the ability of the Company to manage its operations.
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Contact:
China Xin Network Media Corp.
Jean-Francois Amyot, 514-820-9347