CHPI Form 8-K 08/09/2005
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): 8/5/05
China
Printing, Inc.
(Exact
name of registrant as specified in its charter)
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NEVADA
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000-27243
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03
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7392107
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification Number)
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of
incorporation)
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30
West Gude Drive, Rockville, Maryland 20850
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(301) 728-8744
ITEM
1.01: Entry
Into a Material Definitive Agreement
On
August
5, 2005, China Printing, Inc. (“CHPI”) entered
into a Consulting Agreement with James Price to provide CHPI with a strategic
marketing and business analysis. Specifically, Price will provide CHPI with
an
analysis of current customers and market opportunities, independent development
of potential new lines of business or extensions of existing lines of business,
in-depth market research, analysis of potentially trademarkable items, personal
one-on-one interviews with seasoned corporate executives and presentation of
at
least 2 potential significant strategic alliances for CHPI, including arranging
meetings with the same. Compensation for Price under the Agreement
consists of options to purchase 50,000 shares of CHPI stock at an exercise
price
of $0.50 per share and cash payments equal to $24,000. Price is required
to complete work under the Agreement as soon as possible, but in no event later
than 10/1/05.
ITEM
1.02: Termination
of Material Definitive Agreement
The
original Plan of Exchange (the "Agreement"), was executed between and among
the
Registrant, Yinhai, and four other parties: namely, Progressive Media Group,
Inc., XCL Partners, Inc., Aero Financial, Inc. and Triple S Parts, Inc.
(collectively, the "Consultants").
Pursuant
to the Agreement, the shareholders of Yinhai (the "Yinhai Shareholders") were
to
exchange all of their shares of registered capital of Yinhai for 12,211,857
shares of common stock of the Registrant, or approximately 90% of the
Registrant's then outstanding shares of common stock. Upon completion of the
exchange, the registered capital of Yinhai would have been transferred to the
Registrant, and Yinhai would have become a wholly-owned subsidiary of the
Registrant.
The
Agreement contemplated that the exchange transaction would not immediately
be
consummated, but would close within three days after the satisfaction or waiver
of the conditions precedent set forth in the Agreement. The conditions precedent
included customary closing conditions for a transaction of this type, as well
as
a condition that the Registrant would consummate a 30:1 reverse stock split,
The
Registrant would have no material liabilities at closing, as such term is
defined by U.S. generally accepted accounting principles, and Yinhai would
have
delivered to WTEQ audited financial statements and an audit report thereon
for
the year ended December 31, 2004.
Incorporated
into the Agreement was an Escrow Agreement, dated January 13, 2005 (the "Escrow
Agreement"), which defined how a $350,000 payment would have been made at
closing by Yinhai and/or the Yinhai Shareholders to the Consultants. Such
payment was to be made for consulting services relating to business development,
the plan of exchange, and general corporate strategies relating to public
companies, as well as balance sheet restructuring. The relationship between
the
Consultants and Yinhai is set forth in a Client Consulting Services Agreement
(the Consulting Agreement"), a copy of which was attached as Exhibit 10.2 to
the
original Form 8-K filed by the Registrant on January 27, 2005.
According
to the Agreement, Yinhai and/or the Yinhai Shareholders would have paid $350,000
into escrow. At the closing, a total of $350,000 would have been paid by the
Escrow Agent to the Consultants.
In
connection with the Agreement, the Registrant filed with the Commission a
preliminary Information Statement on Schedule 14C pursuant to Section 14(c)
of
the Securities Exchange Act of 1934, in connection with a proposal to amend
its
Articles of Incorporation to change its name from Worldteq Group International,
Inc. to China Printing, Inc. The proposal will not be fully effective before
the
mailing or delivery of a definitive Information Statement on Schedule 14C to
shareholders at least 20 days prior to the date on which the action is proposed
to take effect.
The
circumstances surrounding the termination of the agreement are as follows:
The
Escrow Agreement had set a deadline of March 31 to close the transaction.
Section 9 of the Escrow Agreement provided that if closing did not occur by
March 31, 2005, Yinhai would be entitled to a refund of its payments and the
parties would have no further liability to each other. This March 31 closing
deadline was extended until May 15, 2005, pursuant to Section 2 of the First
Amendment to Escrow Agreement. The May 15, 2005 deadline passed and still all
the conditions of the transactions were not consummated. No additional deadline
extension was given by either side, but negotiations by the parties continued
in
good faith. Thereafter, the Registrant’s shares ceased to be quoted by the
NASD’s Over-the-Counter Bulletin board for a period of time (though the
quotation was reinstated in July and continues to this day). Negotiations
continued until CHPI received a final email from Yinhai’s attorney on August 9,
2005 confirming that the transaction had been terminated.
CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT WOULD HAVE RESULTED IN A
CHANGE OF CONTROL OF THE REGISTRANT. NOW, THERE WILL BE NO CHANGE IN
CONTROL.
SIGNATURES
Pursuant
to the requirement of the Securities Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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China
Printing Inc. |
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| Dated
this 9th
day
of August, 2005. |
By: |
/s/ Jeffrey
Lieberman |
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Jeffrey Lieberman
President
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