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): August 5, 2004
Kubla Khan, Inc.
(Exact name of registrant as specified in charter)
Utah
(State or other jurisdiction of incorporation)
333-46114 87-0650976
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(Commission File Number) (IRS Employer Identification No.)
57-71 #High-Tech Industrial Park Nanshan, District Shenzhen, P.R. China 51805
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011 86 755 26983825
Item 2. Acquisition or Disposition of Assets.
On August 5, 2004, Kubla Khan Inc., a Utah corporation (the "Company"),
entered into an agreement for the sale and purchase of shares (the "Sale
Agreement") with Value Global International Limited, a British Virgin Islands
company ("Value Global"), JuXiang Ruan, Top Interest International Limited ("Top
Interest"), ZuHong Xu and ZaoZhen Fang, each as shareholders of Value Global,
and Qian Fan and Huan Ya Tong Investment Development Co., Limited ("Huan Ya
Tong"). Pursuant to the Sale Agreement, the Company will acquire all of the
issued and outstanding equity securities of Value Globe and its wholly-owned
subsidiary, Shenzhen Shiji Ruicheng Guaranty and Investment Co., Ltd. ("Shiji
Ruicheng"). Shiji Ruicheng principally provides mortgage and auto loan/lease
guarantees in consumer lending transactions, real estate development loan
guarantees in real estate transactions, and contract sureties in commercial
lending transactions in China. The Company intends to close the acquisition of
Value Global on or before August 31, 2004 (the "Completion Date"). After the
Completion Date, Value Global will be a wholly-owned subsidiary of the Company.
Pursuant to the terms of the Sale Agreement, the Company will acquire
all of the outstanding shares of Value Global and in exchange issue shares of
the Company's common stock to each of the shareholders of Value Global. Based on
mutually-agreed upon valuations for each of Value Global and the Company, the
shareholders of Value Global will receive 46,990,000 restricted shares (the
"Shares") of the Company's common stock, representing approximately 81.5 % of
the outstanding common stock of the Company as of the Completion Date. In
connection with the Sale Agreement, the Company entered into a Registration
Rights and Lock-Up Agreement (the "Registration Rights Agreement") with the four
shareholders of Value Global. Pursuant to the Registration Rights Agreement,
Value Global's shareholders have agreed to a "lock up" provision whereby they
will not sell or otherwise dispose of 85% of the Shares until after either the
one year or two year anniversary of the Completion Date. Under this agreement,
the Company also granted Value Global's shareholders certain registration rights
with respect to the Shares. The Company intends to amend the Registration Rights
Agreement prior to closing the transaction.
On July 1, 2004, Value Global had acquired all of the outstanding
shares of Shiji Ruicheng from Qian Fan and Huan Ya Tong pursuant to separate
Stock Transfer Agreements. In order to comply with applicable Chinese
regulations, the shares of Shiji Ruicheng acquired by Value Global were then
placed into a trust in favor of Value Global, with Qian Fan and Huan Ya Tong
serving as trustees.
About Shiji Ruicheng
Shiji Ruicheng was formed in May 2004 primarily to provide services in
Shenzhen, China, which is a rapidly growing, high-technology region of China.
Shiji Ruicheng's principal business is to provide financial guarantees that are
required for both business and commercial loans under Chinese banking and
guarantee laws. Shiji Ruicheng provides guarantees to enable individuals to
borrow monies for homes or other assets and to enable businesses to access the
capital they need for expansion in the fast-growing Chinese and global markets.
About 60% to 70% of Shiji Ruicheng's loans are made to consumers and the balance
of the loans are made to businesses.
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There is no material relationship between Value Global, its
shareholders, Shiji Ruicheng, Qian Fan and Huan Ya Tong and the Company, or any
director or officer of the Company, or any associate of any director or officer
of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements of Value Global International Limited required
by this item will be filed by amendment.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be filed
by amendment.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
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2.1 Agreement for the Sale and Purchase of Shares in
Value Global International Limited, dated as of
August 5, 2004, by and among Kubla Khan, Inc., a
Utah corporation, Value Global International
Limited, a British Virgin Islands company ("Value
Global"), JuXiang Ruan, Top Interest International
Limited, ZuHong Xu and ZaoZhen Fang, each as
shareholders of Value Global, and Qian Fuan and
Huan Ya Tong Investment Development Co., Limited.
99.1 Press release of Kubla Khan, Inc., dated August 20, 2004.
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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 hereunto duly authorized.
KUBLA KHAN, INC.
By: /s/ YaLi Xu
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Name: YaLi Xu
Title: Chief Executive Officer
Dated: August 20, 2004
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Exhibit Index
Exhibit No. Description
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2.1 Agreement for the Sale and Purchase of Shares in
Value Global International Limited, dated as of
August 5, 2004, by and among Kubla Khan, Inc., a
Utah corporation, Value Global International
Limited, a British Virgin Islands company ("Value
Global"), JuXiang Ruan, Top Interest International
Limited, ZuHong Xu and ZaoZhen Fang, each as a
shareholder of Value Global, and Qian Fuan and Huan
Ya Tong Investment Development Co., Limited.
99.1 Press release of Kubla Khan, Inc., dated August 20, 2004.
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