UNITED STATES
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) December 2, 2005
International Synergy Holdings Co., Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-12423 94-2906927
(Commission File Number) (IRS Employer Identification No.)
202 N Curry Street, Suite 100 89703
(Address of Principal Executive Offices) (Zip Code)
011-86-29-88360097
(Registrant's Telephone Number, Including Area Code)
31847 Broadbeach Rd., Malibu, CA 90265
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Pursuant to an Exchange Agreement (the "Agreement") effective
November 28, 2005, and its contemplated transaction that
closed December 1, 2005, (the "Closing"), the Registrant
acquired all of the issued and outstanding capital stock and
underlying business of Main Glory Holdings Ltd ("Main Glory)
and Main Glory's wholly-owned subsidiary Shaanxi Jialong Hi -
Tech Industries ("Shaanxi Hi-Tech") currently used or useful
in the conduct of Shaanxi Jialong Hi - Tech Industries mobile
communication technologies related business (the "Business")
in exchange for 63,811,443 shares of common stock of the
Registrant (the "Acquisition Shares"), which includes shares
issued to third party consultants as a material part of this
transaction in consideration of services rendered. As a
result, the shareholders and affiliates of Main Glory
(collectively, the "Main Glory Shareholders") gained control
of the Registrant.
Prior to the Agreement, the Registrant had 6,188,557 shares of
common stock issued and outstanding. Upon the Closing of the
transaction, the Registrant had 70,000,000 shares of common
stock outstanding. The Registrant is incorporated in the State
of Nevada.
A copy of the Agreement is filed as an Exhibit to this Form
8-K and is incorporated in its entirety herein. The foregoing
description is modified by such reference.
The following table contains information regarding the
shareholdings of the Registrant by current directors and
executive offices (giving effect to the Closing), the Main
Glory Shareholders, and by those persons or entities who
beneficially own more than five percent (5%) of the
Registrant's common stock immediately following the Closing:
AMOUNT OF
PERCENT OF
COMMON STOCK COMMON STOCK
OWNED
NAME OF BENEFICIALLY
BENEFICIALLY
STOCKHOLDER OWNED
Shaanxi China Holding Co. 39,500,000
56.4%
Wang Zeng 2,500,000
3.6%
Li Jian Wei 5,000,000
7.1%
Gao Ye Ru 3,000,000
4.2%
Gold Hill Holdings Limited 6,900,000
9.9%
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On November 27, 2005 the Company accepted the
resignations of Kenta Rooks the Registrant's President and a
Director, Hiroko Sagawa, the Registrant's Secretary and a
Director of the Registrant and H.H. Brookins, the Registrant's
Treasurer. S.P. Barrameda replaced Mr. Brookins as the
Registrant's Treasurer and continued to serve as the
Registrant's President and sole Director.
Upon Closing S.P. Barrameda stepped down as the Registrant's
President and sole Director and appointed Mr. Jian Wei Li as
the Registrant's President, Chief Executive Officer, Chief
Technology Officer and as a Director. S.P. Barrameda also
appointed Zhen Wan as the Registrant's Chief Financial Officer
and as a Director. S.P. Barrameda also appointed Mr. Yeru Gao
as the Registrant's Chief Operation Officer and as a Director.
Mr. Jian Wei Li, age 40, is one of the core founders of
Shaanxi Jialong Hi-Tech Industries Co, Ltd. and has been
employed by such company since 2001. As Chief Technology
Officer of the company, Mr. Lee has had overall
responsibilities for research and development of Wireless
Interactive Games and Digital Products of the company. Prior
to his current employment, Mr. Li worked as President of
Fuzhou Extraterrestrial Computor Technology Co., Ltd.-Xi'an
Filiale in 1994. He also worked as western deputy for setting
up sales network of IBM in the western part of China in HK
JunHeng in 1992. Mr. Li graduated from the Computer Science
Department of Northwestern Polytechnical University in Xi'an
with a Bachelor's degree of Engineering in Computer
Application in 1987.
Mr. Zhen Wan, age 32, is also the president of an investment
consulting company. He was formerly an advisor to many
well-known internal corporations for going public in China.
Prior to his current occupation, Mr. Wan worked as Auditor of
Jiangsu Zhongtian Tech Cor. Ltd. He had also constructed a set
of financial policies for an investment bank. Mr. Wan
graduated summa cum laude from the department of Finance major
of a known University of Finance and Economics with a Master's
degree in 1999. He honorably earned the qualification of
Certified Public Accountant and Certified Asset Evaluator in
2001.
Mr. Yeru Gao, age 37, joined Shaanxi Jialong Hi-Tech
Industries Co., Ltd in 1999, bringing his analytic expertise
in finance, accounting, and strategy. He was formerly a
principal in the industrial department of Northwestern
Polytechnical University form 1996-1998 in Xi'an, China. He
also served as Vice President in the investment department of
Guosen Securities and had participated in many listing
companies' initial public offering during this period. Mr. Gao
graduated from the Shaanxi Normal University in Xi'an with a
Bachelor's degree in Finance in 1989.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Effective the 1st day of December, the Articles of
Incorporation in the State of Nevada have been amended to
reflect a change of name from International Synergy Holding
Company, Ltd to Along Mobile Technologies, Inc.
Furthermore, the total number of authorized shares has been
amended from Fifty Million (50,000,000) total authorized
shares at a par value of $0.001 to Two Hundred Million
(200,000,000) total authorized shares at a par value of
$0.001.
Section 8 Other Events
Item 8.01 Other Events
ADDRESS CHANGE
Effective November 30, 2005, the Registrant moved its offices
from 31847 Broadbeach Rd., Malibu, CA 90265 to No. 88 WESTERN
9th Floor, Part of the 2nd South Ring Road, Xi'an City,
Shaanxi Province 710065 PRC.
PRESS RELEASE
Main Glory Holdings Ltd . Acquired by International Synergy
Holding Co., Ltd
NEW YORK, NY -- (MARKET WIRE) -- 12/ 2 /2005 -- International
Synergy Holding Co., Ltd. (Pink Sheets: ISYH) announced today
that it has closed on the purchase of all issued and
outstanding shares of Main Glory Holdings Ltd ( "Main Glory"),
a Hong Kong Corporation.
Upon closing of the share exchange agreement International
Synergy Holding Co., Ltd.'s officers resigned and, Jianwei
Lee, was named President, Chief Executive Officer and Chief
Technology Officer, Zhen Wang was named Chief Financial
Officer / Treasurer and Yeru Gao was named Chief Operation
Officer, respectively of the Company. In addition these
individuals were also appointed to Board of Directors of the
Company.
Pursuant to resolutions of the Company's board of directors
and shareholders, the Company has submitted amended Articles
of Incorporation to the Nevada Secretary of State to effect a
corporate name change to "Along Mobile Technologies, Inc."
and, to increased the authorized number of common stock shares
from 50,000,000, .001 par value to 200,000,000, .001 par
value.
The corporate name change is part of an overall communication
plan to convey the Companies new core focus and it's expanding
business in various market sectors.
Main Glory Holdings Ltd, a company incorporated in Hong Kong
(" Main Glory"), owns 100% of Shaanxi Jialong Hi - Tech
Industries ( "Shaanxi Hi - Tech" ) a company organized under
the laws of the People's Republic of China ("PRC") and is a
national publisher of wireless entertainment applications,
including games, ring tones, images, news, pictures and other
phone personalization features. Shaanxi Hi - Tech 's portfolio
of more than 100 applications is based on its own intellectual
properties and other well established brands that are licensed
from third parties. Among the games, Jialong Caribbean Pirate,
Lingking Beads, Lethal Weapon and Jewel are a few of the most
popular. Shaanxi Hi - Tech distributes its applications
through its 600 unique network terminal downloaders in major
cities in western China.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This news release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, and may involve
risks, uncertainties and other factors that may cause the
company's actual results to be materially different from any
future results or performance suggested by the forward-looking
statements in this release. These risks and uncertainties
include, without limitation, risks that future acquisitions
may be unsuccessful and the market for the company's current
product(s) will be limited. We undertake no obligation to
revise or update publicly any forward-looking statements.
Contact:
Unise Group
011-86-29-88360086
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements for the acquisition for the period
specified in Item 3.005(b) of Regulation S-X will be filed by
amendment not later than 60 days after the date of this
report.
(b) Pro Forma Financial Information.
The pro forma financial information, if any, for the
transaction required pursuant to Article 11 of Regulation S-X
will be filed by amendment not later than 60 days after the
date of this Current Report.
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.
INTERNATIONAL SYNERGY HOLDING CO., LTD.
(Registrant)
Date: December 2, 2005 /s/ Li Jian Wei
---------------------------
Li Jian Wei, President, CEO
INDEX TO EXHIBITS
Exhibit No. Description
EX 1 Exchange Agreement dated November 28, 2005
EX 2 Board of Directors Resolution dated November 28, 2005
EX 3 Certificate of Amendment