Form 8-K Home System Group

Events or Changes Between Quarterly Reports

What is Form 8-K?
  • Accession No.: 0001144204-07-004683 Act: 34 File No.: 000-49770 Film No.: 07571113
  • CIK: 0001172319
  • Submitted: 2007-02-01
  • Period of Report: 2007-01-31

8-K HTML

v064187.htm


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
 
 
January 31, 2007
(Date of Report)
 
 
 
Home System Group
(Exact name of registrant as specified in its charter)
 
 
 
Nevada
000-49770
43-1954776
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
No. 5A, Zuanshi Ge, Fuqiang Yi Tian Ming Yuan,
Fu Tian Qu, Shenzhen City, P.R. China
  518000
(Address of principal executive offices)
(Zip Code)
 
086-755-83570142
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

The transaction described in the Share Exchange Agreement is referred to in this Current Report as the “Transaction.” A summary of the Transaction, as well as the material terms and conditions of the Agreement, are set forth below, but such summary is qualified in its entirety by the terms and condition of the Agreement, which are incorporated herein by this reference.

On December 11, 2006, Home System Group (the “Company”), Holy (H.K.) Limited (“HHKL”), Oceanic Well Profit Inc. (“Oceanic”), and the sole shareholder of HHKL (the “Shareholder”) entered into a Share Exchange Agreement (the “Agreement”) pursuant to which HHKL will become the wholly owned subsidiary of Company.

Under the Agreement, in exchange of surrendering his ownership in HHKL, the Shareholder will receive both stock consideration and cash consideration. The stock consideration consists of 42,500,000 shares of Company common stock and the cash consideration consists of $3,000,000 in cash.

        The Company, HHKL, Oceanic and the Shareholder have made customary representations, warranties and covenants in the Agreement. Closing of Transaction is subject to certain conditions, including, among others, (i) absence of any law or order prohibiting the consummation of the transactions contemplated in the Agreement; (ii) the continued accuracy of each party’s representations and warranties contained in the Agreement; and (iii) the Company obtaining shareholder approval and making such filings as is required by the SEC. The Agreement contains certain termination rights for the parties.

Oceanic Well Profit, located in Zhongshan City, Guangdong Province China, is a large-scale privately operated enterprise which specializes in producing domestic electronic appliances. The company has a total area of 82.5 acres which includes a new 864,000-square-foot workshop with advanced equipment and a staff of 1,200 people. The company currently has five production lines which produce 450,000 grills, 3 million water pumps, and 2 million sets of tool and hardware cabinets annually.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated December 12, 2006 and is incorporated herein by reference.

There were no material relationships between the Company or its affiliates and any of the parties to the Merger Agreement, other than in respect of the Merger Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 31, 2007, the Company closed on the transactions contemplated in the Merger Agreement, pursuant to which the Company completed the Transaction and acquired HHKL from the Shareholder of HHKL and thereby indirectly acquired the Chinese operating subsidiary company Oceanic. Further information about the Agreement and the Transaction is provided above under Item 1.01 of this Current Report.
 
 
 

 

In exchange for transferring HHKL to the Company, the HHKL Shareholder received stock consideration consisting of 42,500,000 newly issued shares of the Company’s common stock and $3,000,000 in cash. Further information about the merger consideration is provided above under Item 1.01 of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 
10.3
 
Share Exchange Agreement, dated as of December 11, 2006, among Home System Group, Holy (H.K.) Limited, Oceanic Well Profit Inc., and the shareholders of HHKL*.
     
99.1
 
Press Release dated January 31, 2007.
 
* Filed as an exhibit to the Form 8-K filed by Home System Group on December 12, 2006.


 
 

 

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.
 
Date: February 1, 2007
 
Home System Group
 
 
 
 
 
 
 
 
/s/ Li Wei Qiu                                     
 
 
Li Wei Qiu
 
 
Chairman of the Board &
 
 
Chief Executive Officer

 

 
 

 


EX-99.1 HTML

v064187_ex99-1.htm

EXHIBIT 99.1

CONTACT: 
Stanley Wunderlich, CEO    
Consulting for Strategic Growth I   
Tel: 1-800-625-2236    
Fax: 212-337-8089       
Email: [email protected]     

FOR IMMEDIATE RELEASE

HOME SYSTEM GROUP COMPLETES ACQUISITION OF
MAJOR HOME APPLIANCES COMPANY
OCEAN WELL PROFIT, INC.

Acquisition Will Expand HSYT Product Offerings, Develop Domestic Chinese Market and Increase R&D Capabilities

LOS ANGELES, January 31, 2007 - Home System Group (OTCBB: HSYT), an international distributor of home appliance products, announced today it has completed the acquisition of Holy (H.K.) Limited, a Hong Kong holding company that owns 100% of Oceanic Well Profit, Inc., China’s largest professional grill manufacturer with annual production capacity valued at US$75 million.

Mr. Li Wei Qiu, CEO and Chairman of the Home System Group, said, “We are very pleased with the prompt completion of this acquisition, first announced in December 2006. Oceanic Well Profit is a distinguished Chinese company with a powerful Research & Development team that constantly produces new high-quality products. These products will complement and enhance Home System’s current offerings to both our international markets and the growing domestic markets in China. We saw substantial increases in sales of our products to all our markets during 2006. With this acquisition, we expect to accelerate our growth with more high-quality products that address new market demands.”

About Oceanic Well Profit

Oceanic Well Profit, located in Zhongshan City, Guangdong Province, China, is a large-scale privately operated enterprise specializing in producing domestic electronic appliances. The company has a total area of 82.5 acres which includes a new 864,000-square-foot workshop with advanced equipment and a staff of 1,200 people. It currently has five production lines which produce 450,000 grills, 3 million water pumps, and 2 million sets of tool and hardware cabinets annually.
 
 
 

 

In addition, Oceanic Well Profit has a strong Research & Development department focused on enhancing the technical quality and cost-efficiency of producing current products while developing new product lines such as an environmentally friendly restroom toilet separator, an environmentally friendly range hood and an energy efficient BBQ grill.

Other product lines that Oceanic Well Profit will bring to Home System Group include a household soybean milk machine, a patented energy efficient water pump, an energy efficient dishwasher, tool and hardware cabinets, and a fruit juice maker.

About Home System Group

Headquartered in Hong Kong, China, Home System Group (OTCBB: HSYT), through its wholly owned distributor Oceanic International (Hong Kong), Ltd. (OCIL) [no relation to Oceanic Well Profit prior to acquisition], markets home appliances including stainless steel gas grills, residential water pumps, electronic fans, fruit processors, laser printers, and other electrical appliances to retail outlets in the U.S., Europe and Australia. The Company became public through a reverse merger and received its stock trading symbol on October 4, 2006. The Company has opened a sales and marketing office in Los Angeles. Please visit the company website at: www.homesystemgroup.com.
# # #
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the companies, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the following: general economic and business conditions; competition; unexpected changes in technologies and technological advances; ability to commercialize and manufacture products; results of experimental studies; research and development activities; changes in, or failure to comply with, governmental regulations; and the ability to obtain adequate financing in the future. This information is qualified in its entirety by cautionary statements and risk factors disclosure contained in certain of Home System Group Inc.’s Securities and Exchange Commission filings available at http://www.sec.gov.

Pursuant to a October 15, 2006 agreement, Consulting For Strategic Growth I, Ltd. ("CFSG1") provides Home System Group (“the Company”) with consulting, business advisory, investor relations, public relations and corporate development services, for which CFSG1 receives a fixed monthly fee for the duration of the agreement. Independent of CFSG1's receipt of cash compensation from the Company, CFSG1 may choose to purchase the common stock of Home System Group and thereafter sell those shares at any time it deems appropriate to do so. For more information please visit www.cfsg1.com.
 
 
 

 

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