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): February 14,
2008
Guangzhou
Global Telecom, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Florida
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333-130937
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59-3565377
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(STATE
OR OTHER JURISDICTION
OF
INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE
IDENTIFICATION
NO.)
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Room
1802, North Tower, Suntec Plaza,
No.
197 Guangzhou Avenue North
Guangzhou,
PRC 510075
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(44)
1207-245-6131
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
EXPLANATION: This
amendment is being filed to properly label and link all of the exhibits on
the exhibit schedule as set forth below.
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
Item
1.01.
Entry into
a Material Definitive Agreement
.
On
January 30, 2008, Huantong Telecom Singapor Company Pte. Ltd. (“Huantong”), a
wholly-owned subsidiary of Guangzhou Global Telecom, Inc. entered into a Letter
of Intent (the “LOI”) with TCAM Technology Pte. Ltd. (“TCAM”),
whereby Huantong agreed to purchase 30% of the total authorized shares of TCAM
for the purchase amount of S$200,000 and 3 million shares of Guangzhou Global
Telecom, Inc. common stock. Additionally, the LOI mandated that TCAM
allocate two director seats on its Board of Directors to representatives of
Huantong.
On
February 14, 2008, Huantong and TCAM executed a final share transfer agreement
(the “Agreement”) whereby Huantong agreed to purchase 30% of the total
authorized shares of TCAM for the purchase amount of S$200,000 and 3.5 million
shares of Guangzhou Global Telecom, Inc. common stock. The S$200,000
will serve as an infusion of cash for TCAM’s business operations. The
3.5 million shares will be delivered to shareholders of TCAM selected by
TCAM. The TCAM shareholder that are provided shares shall be able to
sell 50% of such shares freely in the open market six months after the date of
the Agreement and the remaining 50% of the such shares freely in the open market
one year after the date of the Agreement. In consideration for the
money and shares, TCAM will allocate two director seats on its Board of
Directors to representatives of Huantong.
Item
2.03.
Creation
of a Direct Financial Obligation
.
See Item
1.01 of this Current Report.
Item
3.02.
Unregistered Sales of Equity
Securities
See Item
1.01 of this Current Report.
Upon
closing of the above-referenced transactions, we believe that the offer and sale
of these securities will be exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Sections 4(2) and 4(6) thereof,
and Rule 506 of Regulation D of the Securities and Exchange Commission and from
various similar state exemptions. In connection with the sale of these
securities, the Company relied on each of the Investors’ written representations
that it was either an “accredited investor” as defined in Rule 501(a) of the
Securities and Exchange Commission or a “qualified institutional buyer” as
defined in Rule 144A(a). In addition, neither the Company nor anyone
acting on its behalf offered or sold these securities by any form of general
solicitation or general advertising.
Item
9.01.
Financial
Statements, Pro Forma Financial Information and Exhibits
.
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(a)
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Financial
Statements of Businesses Acquired.
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None;
not applicable.
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(b)
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Pro
Forma Financial Information.
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None;
not applicable.
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(c)
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Exhibits.
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Exhibit
Number
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Description
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10.1
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Letter
of Intent
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10.2
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Share
Transfer Agreement
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Incorporated by
Reference
.
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.
Guangzhou
Global Telecom, Inc.
By:
/
s/ Li
Yankuan
Li
Yankuan
President
Dated:
March 10, 2008
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TCAM
TECHNOLOGY PTE LTD
60
Kaki Bukit Place. #07-06, Eunos TechPark (LobbyB), Singapore
415979
Tel:
(65) 67461930 Fax: (65) 67461938
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TCAM
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Date:
30
th
Jan 2008
To:
HUANTONG
TELECOM SINGAPORE COMPANY PTE LTD
(Subsidiary
of Guangzhou Global Telecom Company Limited – Nasdaq: GZGT)
913,
Lorong 1, Toa Payoh, #01-04, Oleander Towers,
Singapore
319772
Tel
.
(852)
2725-6759. Fax: (852) 2720-6394
Dear Mr
Kelvin Loh,
Re:
LETTER OF INTENT FOR ACQUISITION (Draft Copy)
This
letter of intent (L01) sets forth the intention of a proposed acquisition by
Huantong Telecom Singapore Company Pte Ltd ("Huantong") to TCAM Technology Pte
Ltd ("TCAM").
All
communications and discussions are tentative until the execution of a written
agreement by both parties.
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1.
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Huantong
has proposed to TCAM to acquire 30% of the total authorized shares of
common stock of TCAM Technology Pte
Ltd.
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2.
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The
paid up by Huantong to acquire the 30% shall comprises, both cash of
S$200,000 and 3 million shares of Guangzhou Global Telecom Inc (OTC
Bullion Board: GZGT). The S$200,000 cash will be paid into TCAM as
investment and the 3 million shares of GZGT will be paid to existing TCAM
shareholders. The paid up shall be completed within 15 days upon official
agreement signed
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3.
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TCAM
shareholders shall be able to sell the 50% of the GZGT shares freely in
the US market after 6-months of holding period, upon achieving the net
profit of S$0.2 million for the first half of year 2008 (from 01Jan08 to
30Jun08). The remaining 50% of GZGT shares shall be able to sell freely
after one years of holding period. At all situations, TCAM shareholders
shall not have any restrictions in selling the GZGT shares after one year
of holding period.
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4.
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TCAM
Technology Pte Ltd must be clear of all outstanding loans or liabilities
to all parties inclusive of banks before acquisition can be
completed.
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5.
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Cost
of account auditing, legal charges, handling fee. etc. shall be borne by
respective parties if required to
do.
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6.
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TCAM
shall allocate 2 director seats to Huantong representatives. Huantong has
appointed Mr. Kelvin Loh and Mr. Glenn Yang in TCAM board of directors.
Mr.
Glenn Yang is also appointed as the financial controller for
TCAM.
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7.
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TCAM
management team shall remain the right to manage and maintain all current
business transaction and
activities.
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TCAM
TECHNOLOGY PTE LTD
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TCAM
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8.
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TCAM
management team shall be in full co-operation with Huantong management to
meet the projected revenue.
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We look
forward to a productive and long-term co-operation here on.
Thank
You.
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Yours
Sincerely
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Acknowledged
by
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/s/ Mr.
Tan Shuang Maan
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/s/ Kelvin
Loh
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Mr.
Tan Shuang Maan
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Mr.
Kelvin Loh
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Managing
Director
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Chief
Executive Officer
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TCAM
Technology Pte Ltd.
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Huan
Tong Telecom Singapore
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Company
Pte Ltd
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HUANTONG
TELECOM SINGAPORE COMPANY
PTE
LTD
Subsidiary
of Guanzhou Global Telcom company Limited.
NASDAQ
(U5): GZGT,
913, Toa Payoh Loronq 1,
#01-04 Oleander Tower,
Singapore
319772
Tel + 852 27256759 Fax: +
852 27206394
http//www.guangzhouglobaltelecom.corn
Share
Transfer Agreement between
TCAM
Technology Pte Ltd
And
Huantong
Telecom Singapore Company Pte Ltd
Transferor:
Tan Shuang Maan
(Shareholder of TCAM Technology Pte Ltd)
Transferor:
Tan Yong Tat, Royston (Shareholder of TCAM Technology Pte
Ltd)
Transferor:
Tan Yong
Chuan
(Shareholder of TCAM Technology Pte Ltd)
Transferee:
Huantong Telecom Singapore Company Pte Ltd ("Huantong")
Whereas,
this share transfer agreement (hereinafter referred to "Agreement") is
contracted by the above parties. The transferor above is willing to transfer
shares of
TCAM
Technology Pte Ltd
(hereinafter referred to 'TCAM*) to the transferee
according to the terms and conditions of this Agreement, and the transferee
agrees to be transferred of the target share.
NOW,
THEREFORE. the parties agree as follows:
1.
Huantong
agrees to be transferred of 30% of the total authorized shares of common stock
of TCAM Technology Pte Ltd.
2.
Terms
and conditions
2.1
The paid up by Huantong to acquire the 30% shall comprises, both cash of
S$200,000 and 3 5 million shares of Guangzhou Global Telecom Inc. (OTC Bullion
Board: GZGT). The s$200.000 cash will be paid into TCAM as investment for TCAM's
business operation. The 3.5 million shares of GZGT will be paid to
existing TCAM shareholders and relevant party (refer to appendix 4). The
paid up shall be completed within 15 days upon official agreement
signed.
HUANTONG
TELECOM SINGAPORE COMPANY
PTE
LTD
Subsidiary
of Guanzhou Global Telcom company Limited.
NASDAQ
(U5): GZGT,
913, Toa Payoh Loronq 1,
#01-04 Oleander Tower,
Singapore
319772
Tel + 852 27256759 Fax: +
852 27206394
http//www.guangzhouglobaltelecom.corn
2.2
Cost of account auditing. legal charges, handling fee, etc. shall be borne by
respective parties if required to do.
2.3
TCAM shareholders shall be able to sell the 50% of the GZGT shares freely in the
US market after 6-months of holding period, upon achieving the net profit of
S$0.2 million for the second half of FY2008 (from 01Jan08 to 30Jun08). The
remaining 50% of GZGT shares shall be able to sell freely after one years of
holding period. At all situations, TCAM shareholders shall not have any
restrictions in selling the GZGT shares after one year of holding
period.
2.4
TCAM management team shall remain the right to manage and maintain all current
business transaction and activities.
3.
Representations
and Warrants
3.1
TCAM shareholders shall be able to sell the 50% of the GZGT shares freely in the
US market after 6-months of holding period, upon achieving the net profit of
S$0.2 million for the second half of FY2008 (from 01Jan08 to 30Jun08). At all
situations, TCAM shareholders shall not have any restrictions in selling the
GZGT shares after one year of holding period.
3.2
TCAM Technology Pte Ltd must be clear of all outstanding loans or liabilities to
all parties inclusive of banks before acquisition can be
completed.
3.3
TCAM shall allocate 2 director seats to Huantong representatives.
Huantong has appointed Mr. Kelvin Loh and Mr. Glenn Yang in TCAM board of
directors. Mr. Glenn Yang is also appointed as the financial controller for
TCAM. Directors designated by Huantong shall not be dismissed by the board of
directors of TCAM, unless they made material mistakes. In addition, Huantong
shall be entitled to change the designation of his appointed
directors.
3.
4
The transferors guarantee that the transfer of the shares of TCAM has been
approved by the board of shareholders and directors. (The relating resolutions
are attached with this Agreement)
HUANTONG
TELECOM SINGAPORE COMPANY
PTE
LTD
Subsidiary
of Guanzhou Global Telcom company Limited.
NASDAQ
(U5): GZGT,
913, Toa Payoh Loronq 1,
#01-04 Oleander Tower,
Singapore
319772
Tel + 852 27256759 Fax: +
852 27206394
http//www.guangzhouglobaltelecom.corn
3.5 The
transferors assure the truthful of the financial data and the operating result
provided.
3.6 TCAM
management team shall be in full co-operation with Huantong
management
to meet the projected revenue.
3.7 The
action of payment done by transferee to any one of the transferors is treated as
valid implement.
3.8 Both
parties of the agreement should keep confidential of involved business secrets.
These obligations of confidentiality in commercial secrets should be carried out
till it is legitimated public disclosure.
4.
Liability
of breach
4.1
Both sides agreed that if one party breaches any terms or conditions of the
agreement, and make another party suffered any loss, it should compensate the
loss of another party.
4.2
Transferee shall bear the responsibility of any delay of executing it's
liability to place the investment and shares according the
agreement.
5.
Applicable
law
The
setup. effective and explanation of the agreement are all applied to the law of
PRC.
6.
Resolve
of dispute
All
disputes with the agreement should be submitted to the Guangzhou Arbitration
Commission and in accordance with the effective arbitration rules to arbitrate.
Arbitration ruling is final and binding on both parties.
7.
The
agreement is written in Chinese and English. and
is
subject to
the Chinese version.
8.
This
agreement is in
6
copies,
the transferor and the transferee holds three
copies
respectively.
HUANTONG
TELECOM SINGAPORE COMPANY
PTE
LTD
Subsidiary
of Guanzhou Global Telcom company Limited.
NASDAQ
(U5): GZGT,
913, Toa Payoh Loronq 1,
#01-04 Oleander Tower,
Singapore
319772
Tel + 852 27256759 Fax: +
852 27206394
http//www.guangzhouglobaltelecom.corn
Appendixes
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Appendix
1:
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The relating
documents of resolutions which approved by the board of shareholders and
directors to approve this transfer.
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Appendix
2:
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Financial
documents of TCAM.
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Appendix
3:
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Identity information
of transferor. ( Identity certificate documents or
certificate
of incorporation with signature and
stamp).
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Appendix
4:
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Shares
distribution
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Transferor
(1):
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Tan Shuang Maan
(
Shareholder of
TCAM Technology Pte
Led
)
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signature:
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/s/
Tan Shuang Maan
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Date:
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14 Feb,
2008
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Transferor
(2):
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Tan
Yong
Tat
(
Shareholder of
TCAM Technology Pte
Led
)
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signature:
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/s/
Tan
Yong
Tat
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Date:
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14 Feb,
2008
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Transferor (3):
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Tan
Yong
Chuan
(
Shareholder of
TCAM Technology Pte
Led
)
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Signature:
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/s/
Tan
Yong
Chuan
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Date:
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14 Feb,
2008
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HUANTONG
TELECOM SINGAPORE COMPANY
PTE
LTD
Subsidiary
of Guanzhou Global Telcom company Limited.
NASDAQ
(U5): GZGT,
913, Toa Payoh Loronq 1,
#01-04 Oleander Tower,
Singapore
319772
Tel + 852 27256759 Fax: +
852 27206394
http//www.guangzhouglobaltelecom.corn
Date:
Transferee:
Huantong Telecom Singapore Company Pte Ltd
Transferee:
Loh
Koon
Kit
Authorized
signature:
/s/Loh
Koon
Kit
date:
14 Feb, 2008
Transferee:
Glenn Yang Wei
Authorized
signature:
/s/Glenn
Yang
Wei
APPENDIX
4 - Shares Distribution
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NAME
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NOS.
OF SHARES (GZGT)
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Tan
Shuang Maan
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2,025,000
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Tan
Yong
Tat, Royston
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525,000
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Tan
Yong
Chuan
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405,000
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Cho
Yiong _Tay
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45,000
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Li
Jie Wen
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180,000
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Loh
Koon
Kit
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100,000
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Glenn
Yang Wei
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100,000
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Tan
Chin Hung
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50,000
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Chan
Heng Chong
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50,000
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Lee
Zixiang
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20,000
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Total
Number of Shares: 3,500,000 (GZGT)
6