Item 2.01
Completion of Acquisition or
Disposition of Assets.
Acquisition of
Guangzhou
Renwoxing Telec
om
On July
29, 2008, Global Telecom Holdings Limited (“GTHL”), a wholely-owned Enterprise
of Guangzhou Global Telecom, Inc. (the “Company”, “We”, “Our” or “Us”) completed
the acquisition of Guangzhou Renwoxing Telecom (“GRT”), a company incorporated
under the laws of the People’s Republic of China, in accordance with the Share
Transfer Agreement (the “Agreement”) among the Company, GTHL and GRT.
Pursuant to the terms of the Agreement, we issued 9,727,769 shares of common
stock to certain assigners designated by GRT for 51% equity interest of GRT from
Mr. Li Hanguang, a shareholder of GRT. Of the 9,727,769 shares,
1,400,000 shares were issued to Ni Jingda, 2,827,769 shares were issued to Li
Yanfen, 3,000,000 shares were issued to Liang Siming, 1,000,000 shares were
issued to Li Hanbin and 1,500,000 shares were issued to Sierra Vista Group
Limited (the “Shareholders”).
As a
result of the Agreement, GRT became a subsidiary of the Company, and we became
the majority shareholder of GRT.
Pursuant to the Agreement,
upon
issuance of the shares set forth above
, GRT shall achieve a quarter
revenue of 20 million RMB or more. GRT shall also be responsible for
all outstanding loans or liabilities to all parties inclusive of banks before
acquisition can be completed. The setup, effective and explanation of
the agreement are all applied to the law of PRC. All disputes with
the agreement shall be submitted to the Guangzhou Arbitration
Commission.
About
Guangzhou
Renwoxing
Telecom
Forward
Looking Statements.
The
information in this discussion contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, including statements regarding the
Registrant's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, forward-looking
statements can be identified by terminology such as "may," "will," "should,"
"expect," "plan," "intend," "anticipate," "believe," estimate," "predict,"
"potential" or "continue," the negative of such terms or other comparable
terminology. Actual events or results may differ materially from the forward
looking statements contained herein. The Registrant disclaims any obligation to
publicly update these statements, or disclose any difference between its actual
results and those reflected in these statements.
Established
in June 2003, Guangzhou Renwoxing Telecom is an authorized primary distributor
of pre-paid mobile phone cards and mobile services for China Telecom and China
Mobile, with operations in the sales and distribution of pre-paid mobile cards
in the Guangdong Province of China.
Mobile services include mobile
messaging, e-mail services, internet & broadband leasing, telephone and fax
line leasing, and many others. Some other services provided includes Yang Cheng
Tong traffic cards and QQ coins, membership cards of Groups such as PICC China
Insurance, Tai Kang Insurance, Pacific Insurance, He Sheng Property Group and
many others just to name a few.
In 2007, the company has net assets
around US$700,000, with the un-audited operating profit is round
US$140,000. In the 1st Quarter of Year 2008, GRT has obtained sales revenue
of RMB 3.46-million and another estimated RMB 5.14-million for 2nd
quarter.
GRT has recently adopted the model of
wholesale distributions in Guangdong, in an attempt to further expand on its
current business distribution channel and networks.