Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement of Merger dated as of October 17, 2000 among
NEO MODERN ENTERTAINMENT CORP., a California corporation ("Neo Modern"), Rafal
Zielinski, Filmart Inc., a California corporation ("Filmart"), Chinawe.com Inc.,
a Delaware corporation ("Chinawe"), Gonet and Vivian Wai Wa Chu, Man Ying Ken
Wai, Man Keung Wai and Cheung Man Ki, a copy of which is attached as Exhibit (a)
hereto (the "Merger Agreement"), Chinawe was merged with and into Neo Modern
with Neo Modern the surviving entity (the "Merger"). Each share of Chinawe
common stock, par value $.01 per share, was converted in the Merger into
2,876.4565 shares of Common Stock. Gonet, the sole stockholder of Chinawe,
received 28,764,565 shares of Common Stock , or 71.9% of the shares of Common
Stock outstanding after the Merger.
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Pursuant to a Confidential Transactional Agreement, dated as of October
17, 2000, by and between Gonet, Rafal Zielinski and Filmart, a copy of which is
attached as Exhibit (b) hereto (the "Letter Agreement"), Filmart,
contemporaneously with the consummation of the Merger, sold Gonet 4,835,435
shares of Common Stock at a purchase price of $.04 per share or an aggregate
price of $193,417.40 (the "Purchase Price"). Gonet paid the Purchase Price out
of working capital.
Item 4. Purpose of Transaction.
The purpose of the Merger was to acquire a controlling interest in the
Company and to terminate the prior business of the Company in favor of the
Chinawe business. In connection with the Merger, Vivian Wai Wa Chu, Man Ying Ken
Wai and Man Keung Wai became the directors of the Company and Man Keung Wai
became the Chairman of the Board, President and Chief Executive Officer of the
Company.
Except as set forth above and for a possible reincorporation merger by
which the Company would become a Delaware company, neither Man Keung Wai nor
Gonet currently has any plans or proposals which relates to or would result in
(i) the acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present Board of Directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the Board of Directors of the Company; (v) any material change in
the present capitalization or dividend policy of the Company; (vi) any other
material change in the Company's business or corporate structure; (vii) changes
in the Company's charter, bylaws or other actions which may impede the
acquisition of control of the Company by any person; (viii) causing the
Company's Common Stock to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g) (4) of the Exchange Act; or (x) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of March 15, the effective date of the Merger, the aggregate number of
shares of Common Stock beneficially owned by Man Keung Wai, through his control
of Gonet, and Gonet is 33,600,000, constituting approximately 84% of the shares
of Common Stock outstanding, based upon the 40,000,000 shares of Common Stock
reported by the Company to be issued and outstanding.
(b) Gonet has sole power to vote or to direct the vote and sole power to dispose
or to direct the disposition of 33,600,000 shares of Common Stock, but Man Keung
Wai, by virtue of his ownership and position with Gonet, has the power to vote
and to dispose of all of such shares of Common Stock.
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(c) Except for the acquisition of shares of Common Stock pursuant to the
transactions described in Item 3, neither Man Keung Wai nor Gonet effected any
transaction in Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable. |
