8-K 1 doc1.txt 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) October 18, 2004 FANTATECH INC. ------------------------------------------------------ (Exact name of Registrant as Specified in Its Charter) Delaware 0-24374 62-1690722 ---------------------------- --------------------- ----------------- (State or Other Jurisdiction (Commission File Number) IRS Employer of Incorporation) Identification No.) 317 W. Las Tunas Drive, Ste. #207 San Gabriel, CA 91776 ----------------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (626) 642-0500 ----------------------------------------------------------- 418-A Cloverleaf Drive, Baldwin Park, Los Angeles CA 91706 ----------------------------------------------------------- (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: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) [_] Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13E-4(c)) SECTION 2 - FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On October 18, 2004, Fantatech, Inc. (the "Company" or "Fantatech") entered into an agreement ("Share Exchange Agreement") between and among Fantatech Inc., Intsys Share Limited ("Intsys"), a wholly-owned subsidiary of Fantatech and Topforce Asia Limited ("Topforce"), a British Virgin Islands ("BVI") corporation. Under the Share Exchange Agreement, the Company acquired 34.59% of Shenzhen Digitainment Co., Ltd. ("SDCL") (the "Acquisition"). The Company previously purchased 65.41% of SDCL on May 2002 (the "65.41% Purchase"). The Share Exchange Agreement is based upon the values established by the 65.41% Purchase to purchase the remaining 34.59% of SDCL at a later date upon mutually agreeable terms. Under the terms of the Share Exchange Agreement, the Company will issue to Topforce or its designee 10,000,000 shares of its common stock and Topforce will transfer to Intsys all of the equity interest of Megabase Investment Limited ("Megabase"), a BVI corporation, established to hold 34.59% equity interest of SDCL. The Company evaluated the Acquisition through its independent board of directors. The independent board of directors engaged the service of Palisades Capital Group, LLC. ("Palisades") to evaluate and issue a Fairness Opinion relative to the Acquisition. Palisades has valued the 34.59% of SDCL and has issued a Fairness Opinion (the "Opinion") as to the number of shares of the Company being issued under the Share Exchange Agreement. The Opinion dated September 10, 2004 is attached hereto as an exhibit to this filing. The estimated effect of the share exchange on the outstanding stock of the company is projected and shown in the following table:

* Net Asset Value was based on the unaudited financial information as reported in the Form 10-QSB dated June 30, 2004. 2 SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired (b) Pro forma financial information The Registrant is voluntarily reporting this asset acquisition under Form 8-K. The Registrant has determined that this acquisition is not required to comply with Rule 3.10 (c) and (d) of Regulation S-B, and, therefore, financial statements on the acquired company, which was a subsidiary (65.41%) of the Registrant prior to this acquisition, will not be furnished. In addition, pro forma financial information will also not be furnished in connection with this asset acquisition. (c) Exhibits Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation SB. 3 SIGNATURE 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, thereunto duly authorized. FANTATECH INC. Dated: October 19, 2004 By: /s/ Guangwei Liang ----------------------- GUANGWEI LIANG Chief Executive Officer 4

FANTATECH INC 8-K