CHINA MOBILITY SOLUTIONS FORM 8K
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 8,
2006
CHINA
MOBILITY SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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000-26559
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330-751560
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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900-789
West Pender Street, Vancouver, B.C., Canada V6C
1H2
(Address
of Principal Executive Offices) (Zip Code)
(604)
632-9638
(Registrant's
Telephone Number, Including Area Code)
This
Current Report on Form 8-K is filed by China Mobility Solutions, Inc., a Florida
corporation (the "Registrant"), in connection with the items set forth
below.
ITEM
1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
August
8, 2006, Infornet Investment Limited, a company organized and existing under
the
laws of the People’s Republic of China (“Infornet”) and a wholly owned
subsidiary of the Registrant, and Mr. Xin Wei, a citizen and resident of the
People’s Republic of China and President of a subsidiary of the
Registrant(“Wei”) (Infornet and Wei together being referred to as the
“Purchasers”), QiFang Niu and XiaoXia Chen, both citizens and residents of the
People’s Republic of China (together being referred to as the “Sellers”) and
Beijing Topbiz Technology Development Corp., Ltd., a company organized and
existing under the laws of the People’s Republic of China (“Topbiz”), entered
into a Share Purchase Agreement (the “Agreement”) providing for the acquisition
by the Purchasers of control of Topbiz from the Sellers. A copy of the Agreement
is attached hereto as Exhibit 10.
Under
the
Agreement, Infornet will directly acquire 49% of the capital stock of Topbiz,
and indirectly acquire control through Mr. Wei of an additional 11% of Topbiz,
giving it effective control of 60% of Topbiz. The Registrant will pay the
Sellers on a pro rata basis US$3,700,000 in cash and issue to them on a pro
rata
basis 8,081,818 new investment shares in an offering which is intended to be
exempt from registration pursuant to Regulation S under the Securities Act
of
1933, as amended. This acquisition structure was chosen to comply with China’s
foreign ownership rules which permit the Registrant, at this point in time,
to
have a direct ownership stake in Topbiz of up to 49%. Mr. Wei has agreed to
execute and deliver to Infornet a Stock Option Agreement in form and substance
satisfactory to Infornet, which grants Infornet, among other things, the option
to purchase his 11% ownership stake that he will acquire under the Agreement
for
an aggregate price of $100, upon the satisfaction of certain conditions
precedent.
The
parties intend that the transactions contemplated by the Agreement will be
consummated as promptly as practicable, after satisfaction or waiver of certain
conditions of closing in favor of the Purchasers. These include, among other
things, that (i) all representations and warranties of the Sellers contained
in
the Agreement shall be true on and as of the Closing Date, (ii) all covenants
and agreements of the Sellers to be performed on or before the Closing Date
shall be duly performed, (iii) audited financial statements of Topbiz from
inception to March 31, 2006, shall have been completed, and (iv) the Stock
Option Agreement shall have been executed and delivered by Mr. Wei.
Topbiz
develops and customizes short messaging system, or SMS, platforms for banks
in
China. Topbiz generated US$2.67 million in revenue and US$785,000 in net profit
in 2005, and had US$ 1.25 million cash-on-hand as of December 31, 2005. All
such
figures have been audited in accordance with U.S. generally accepted accounting
principles.
The
Registrant had 20,011,792 shares of common stock issued and outstanding as
of
August 7, 2006. After the acquisition is consummated and the 8,081,818 shares
are issued to the Sellers, the Registrant will have 28,083,610 shares of common
stock issued and outstanding. The 8,081,818 shares issued in connection with
the
acquisition will be subject to a one-year restriction on transfer to a U.S.
person pursuant to Regulation S.
EXHIBIT
INDEX
Exhibit
No. Description
of Exhibit
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.
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CHINA
MOBILITY SOLUTIONS, INC.
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Dated:
August 11, 2006
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By:
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/s/ XiaoQing
Du
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XiaoQing
Du
President
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