U.S. 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):
October 4, 2004
DRAGON INTERNATIONAL GROUP CORP.
(Exact name of small business issuer as specified in its charter)
RETAIL HIGHWAY.COM, INC.
(Former Name)
Nevada 0-23485 98-0177646
------ ------- ----------
(State or other jurisdiction Commission File Number (IRS Employer ID No.)
jurisdiction of incorporation)
Bldg 14
Suite A09, International Trading Center,
29 Dongdu Road
Ningbo, China 315000
(Address of principal executive offices)
225 Macpherson Ave.
Unit B
Toronto, Ontario, Canada M4V 1A1
(Former Address)
86-574-56169308
(Issuer's Telephone Number)
Item 1.01 Entry into a Material Definitive Agreement
On or about August 19, 2004, as amended September 30, 2004, we entered
into an Agreement and Plan of Reorganization (the "Merger"), with Dragon
International Group Corp, Ningbo, China ("Dragon"), whereby Dragon did agree to
merge with us. We are the surviving entity in the merger. The Agreement was
approved by the shareholders of both our company and Dragon and was subject to
various conditions, all of which have been satisfied as of the date of this
Report. The effective date of the Merger is October 4, 2004 (the "Effective
Date").
The Merger provides for us to undertake a reverse stock split of our
common stock, whereby one (1) share of common stock is to be issued in exchange
for every eight (8) shares of common stock outstanding immediately prior to the
Effective Date. Immediately prior to the Effective Date, there were 10,241,867
shares of our common stock issued and outstanding (1,280,234 shares post reverse
stock split). We have agreed to issue an aggregate of 24,625,000 "restricted"
shares of our Common Stock, including (i) 22,750,000 "restricted" Common Shares
to the Dragon shareholders on a pro rata basis, and (ii) 1,875,000 "restricted"
Common Shares to those entities designated by Dragon pursuant to contractual
obligations of Dragon, so that the Dragon shareholders and assigns will own
approximately 95% of our issued and outstanding common stock following the
Effective Date.
Additionally, as part of the Merger, we have amended our Articles of
Incorporation, whereby we have changed our name to "Dragon International Group
Corp.," as well as reestablishing our capitalization to the authorized capital
immediately prior to the Merger, which consists of 25,000,000 shares of
Preferred Stock, par value $0.001 per share, and 50,000,000 Common Shares, par
value $.001 per share. Further, our prior management resigned their respective
positions with our company and have been replaced by management of Dragon. See
"Section 5, Item 5.01, Change of Control of Registrant" and "Item 5.02,
Departure of Directors or Principal Officers" below.
Dragon International Group, Inc. ("Dragon"), a Florida corporation, was
founded in June 2004. On June 30, 2004, Dragon acquired 70% ownership interest
of Ninbo Anxin International Co. Ltd. ("Anxin"). Anxin is located in Ninbo,
Zhejiang Province, China, 200 miles south of Shanghai, and was established in
1997. It is a company operating international trade as well as a manufacturer in
integrated packaging paper industry. It holds an ISO9000 certificate and
national license to import and export. In addition to its own operations, Anxin
operates three subsidiaries, including: (i) Shanghai Anhong Paper Co. Ltd.,
("Anhong"), a trading company located in Shanghai, with another manufacturing
facility in Ningbo; Anhong's main products are "Federal" SBS and "Hang Kong"
CCB; (ii) Ningbo Long'an Industry and Trade Co. Ltd ("Long'an"), which has been
set up to begin the business of Indonesia `Hang Kong" CCB. It holds the national
license to import and export; and (iii) Jiangdong Yonglongxin Special Paper Co.,
Ltd. ("Yonglongxin"). Yonglongxin holds an ISO9000 certificate and has five
series of products, including golden and silver paperboards, aluminum foil
paperboards, pearl paperboards, laser paperboards and mirror-like paperboards
Anxin has a distribution network covering east and central China.
Federal SBS is made by International Paper Company ("IP"), the No.1
paper making company in Asia. Hang Kong CCB is manufactured by Asia Pulp & Paper
Co. Ltd. ("APP"), an Indonesian company which claims to be ranked in the top 3
in the world paper manufacturing industry. We believe that these two products
are the top choices for China's domestic high-level packaging materials. Anxin
is a primary distributor for IP and APP in China. The products mainly aim at
top-level packaging materials like cigarettes, alcohol, gifts, cosmetics,
pharmaceuticals and tea. Our primarily markets are the printing and tobacco
manufacturing industries. Current clients of Anxin include Dare Technology Co.,
Ltd. (a Chinese Listed Company), Shanghai Tobacco Industry Printing Factory and
Xuzhou Tobacco Industry Company. Among all the products, we believe that
"Federal" SBS holds approximately 15% of the total Chinese domestic market share
and "Hang Kong" CCB holds approximately 20% of the total domestic market share
in China.
By offering high value-added products through improving production
capability and developing new product line, Dragon hopes to increase its market
share significantly in China. In addition, Dragon intends to expand its
businesses to paper-making and printing industry by acquisition. However, there
are no assurances that Dragon will be able to increase its market share, or
successfully consummate any acquisition to accomplish these objectives. As of
the date of this report, there is no definitive agreement between Dragon or
Anxin to engage in any acquisition and there can be no assurances that such an
agreement will be consummated in the future.
In the initial seven months of 2004, Dragon generated $8.115 million in
consolidated gross revenues. During its fiscal year ended June 30, 2003, Dragon
generated consolidated gross revenues of approximately $14.87 million (US), with
approximately $784,000 in net income. On May 31, 2004, Dragon had approximately
$2.86 million in shareholder equity. The aforesaid figures are unaudited.
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed in Item 1.01 above, we issued an aggregate of
24,625,000 "restricted" shares of our Common Stock to six persons and/or
entities as part of the Merger described therein. We relied upon the exemption
from registration afforded by Regulation D and Regulation S, as applicable,
promulgated under the Securities Act of 1933, as amended, to issue these
securities.
In addition, on October 4, 2004, holders of convertible promissory
notes exercised their conversion rights applicable thereto and we issued an
aggregate of 9,094,767 common shares to ten persons and/or entities. We relied
upon the exemption from registration afforded by Regulation D and Regulation S,
as applicable, promulgated under the Securities Act of 1933, as amended, to
issue these securities.
Item 5.01 Changes in Control of Registrant
The following shows information with respect to those persons known by
us to be record or beneficial owners of more than 5% of our Common Stock, by our
former directors and by those persons who became officers and/or directors on
October 4, 2004. All ownership is direct unless otherwise noted. All information
is presented on a post reverse stock split basis. The information presented in
the table includes those shares of our common stock issued pursuant to those
convertible promissory notes discussed in Item 3.02, above. The total number of
issued and outstanding common shares subsequent to the Dragon merger and
conversion of the aforesaid promissory notes is 35,000,000.
<table>
<s> <c> <c>
Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Ownership Class
- ------------- ------------------- ----------------- -----
Common David Wu (1) 12,285,000 35%
Bldg 14
Suite A09, International Trading Center,
29 Dongdu Road
Ningbo, China 315000
Common Zhou Ying 4,200,000 12%
Bldg 14
Suite A09, International Trading Center,
29 Dongdu Road
Ningbo, China 315000
Common Shi Shun Li 3,150,000 9%
Bldg 14
Suite A09, International Trading Center,
29 Dongdu Road
Ningbo, China 315000
Common Wu Cai Yi 3,150,000 9%
Bldg 14
Suite A09, International Trading Center,
29 Dongdu Road
Ningbo, China 315000
Common Michael Levine (2) 2,042,495 5.8%
25 Cavell Avenue
Toronto, Ontario, Canada M4K 1L5
Common Joseph T. Owens (2) 84,375 *
224 Datura St., Suite 1413
W. Palm Beach, FL 33401
Common Louis Mann (2) 1,250 *
15 Dipping Pond Ct.
Lutherville, MD 21093
Common Phillip Pearce (2) 6,250 *
6624 Glenleaf Court
Charlotte, North Carolina 28270
Common All New Officers and Directors as a Group 12,285,000 35%
(4 persons)
</table>
* Less than 1%
(1) New Officer and Director. See Item 5.02, below.
(2) Resigning Officer and/or director.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
As a result of the Merger described herein, effective October 4, 2004,
our former management, including Messrs. Michael Levine (Chief Executive
Officer, President, Secretary and a director), Joseph T. Owens (Director), Louis
Mann (Director) and Phillip Pearce (Director), resigned their respective
position. There were no disagreements between us and any of the aforesaid
persons. They have been replaced with the following persons, in the capacities
noted:
Name Age Position
- ---- --- --------
David Wu 34 Chief Executive Officer, President &
Chairman of the Board
Xuejun Chen 35 Vice President & Director
Xiali Gan 39 Chief Financial Officer & Director
Orson Zhang 37 Secretary
Resumes:
David Wu will become our Chairman of the Board, Chief Executive Officer
and President on October 4, 2004. In 1994, he has became the first distributor
of "Federal SBS" in the Chinese market and initiated operations in China. He
established Ningbo Daxie Development Zone Loyalty Trade Corporation in 1996,
which focuses its business on the packing materials industry (the main product
is SBS). Then in 1999, Mr. Wu founded Ningbo Jiangdong Yonglongxin special paper
limited corporation. He received his B.S. from Zhejiang University in 1992. He
intends to devotes substantially all of his business time to our company.
Xuejun Chen will become our Vice President and a director on October 4,
2004. In December 1995, he entered the package material industry as a salesman
for Ningbo Daxie Development Zone Chengxin Trade Corporation. In June 1999, he
began his employment with Anxin as a salesman, sellling "Hang Kong" CCB, as well
as "Federal" SBS.. He graduated from Ningbo Science and Technology College in
1994. He intends to devotes substantially all of his business time to our
company.
Xiali Gan will become our Chief Financial Officer on October 4, 2004.
From September 1986 through June 1993, she was the financial manager of Ningbo
Development Zone Import and Export Corporation. From June 1993 through October
1997, she was the vice manager of Ningbo Bonded Area International Trade
Corporation. She began working for Anxin in 1997. She graduated from Ningbo
Senior College with a degree in accounting in 1986. She intends to devotes
substantially all of her business time to our company.
Orson Zhang will become our Secretary on October 4 , 2004 . From 1995
to 1996, he was the vice director of Huaiyin Light Industrial Machinery Factory.
In 1997, he became the Chairman of the Board and General Manager of Jiangsu
Xinshen Food Co., Ltd. .In 1999, he became the standing vice General Manager of
Jiangsu DARE Xinlian Foil Goods Co., Ltd . In 2001, he was the QA/QC Manager of
SH International Paper Pacific Millennium Cup Co., Ltd. Since 2003 ,he has been
the vice General Manager of SH DIJI Investment Management Co., Ltd. He graduated
from Northwestern Light Industrial College in 1988, majored in Autocontrol
Technology He also received an MBA degree from Southeast University in 2001 .He
intends to devotes substantially all of her business time to our company.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
We hereby undertake to amend this report to include those audited
financial statements and pro forma financial statements required by this Item
within 71 days from the date of this report.
(c) Exhibits
Number Exhibit
2.5 Agreement and Plan of Reorganization between
Retail Highway.com, Inc. and Dragon International Group Corp.
2.6 Amendment to Plan of Reorganization
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DRAGON INTERNATIONAL GROUP CORP.
(Registrant)
Dated:October 1, 2004
By:/s/ David Wu
-----------------------------------
David Wu, Chief Executive Officer
and President