Here is the company history. Not all of this is relevant but just thought I would add it.
CBIU (current)
ESYL Easy Groups Limited (Common) (until 07/24/2007)
XVNT Xvariant Inc (until 12/08/2006)
XVNTE Xvariant Inc (until 02/03/2004)
XVNT Xvariant Inc (until 01/06/2004)
XVNTE Xvariant Inc (until 01/31/2003)
XVNT Xvariant Inc (until 01/21/2003)
ACPI ALMOST COUNTRY PRODUCTIONS INC (until 09/07/2001)
ACPIE ALMOST COUNTRY PRODUCTIONS INC (until 06/05/2001)
ACPI ALMOST COUNTRY PRODUCTIONS INC (until 05/24/2001)
Here are some in betweens from the last FORM 10-QSB/A:
China Bionanometer Industries Corporation (The Company) was incorporated under the laws of the state of Nevada on October 24, 1996, under the name Almost Country Productions, Inc. and changed its name to Xvariant, Inc. (Xvaraiant) in August, 2001 and subsequent to the period reported on these statements the Company changed its name to China Ethanol Corporation on August 28, 2006, to Easy Groups Limited on November 17, 2006 and finally China Bionanometer Industries Corporation on June 20, 2007.
On March 15, 2001, Xvariant acquired Real Estate Federation, Inc. ("REF") in a transaction recorded as a recapitalization of REF with Xvariant being the legal survivor and REF being the accounting survivor and the operating entity.REF was established to provide technology for the real estate market that enhances the use of the Internet in the home-buying process. The technology allows potential homebuyers to search for real estate properties from all participating real estate brokers' listings. REF had a wholly owned subsidiary, Xvariant, Inc. (a Utah corporation) which designed web sites for real estate brokers along with other real estate related services. Xvariant (the Utah corporation) was disposed of in October 2001 (see Note 13).
During January 2002, Xvariant executed the acquisition of 360House.com,Inc. (360House), pursuant to a stock exchange agreement. Xvariant acquired 360House by issuing 1,000,000 shares of common stock to the shareholders of 360House in exchange for all of the issued and outstanding shares of 360House. In addition, the exchange agreement provides for issuance of additional shares of Xvariant's common stock based on the performance of 360House. Xvariant agreed to issue common stock, including the 1,000,000 shares issued upon execution of the agreement, at a price equal to either 1) a value equal to six times 360House's earnings before interest, taxes, depreciation, and amortization during the twelve month period ending December 31, 2003; or 2) the value defined by a valuation consultant mutually agreeable by the parties. Either party may demand an independent valuation. 360House provides services to the real estate industry principally in the form of photographic virtual tours of real estate properties available for viewing on the internet and other video media.
During December 2003 the company dissolved the acquisition of 360House because performance was not at the expected level.
The Company was engaged in the development of technology and Internet services targeted at the real estate industry and was considered to be in the development stage through December 31, 2001. The Company began substantial operations in January 2002 with the acquisition of 360house and became an operating company during the year ended September 30, 2003.
The consolidated financial statements include Xvariant and its wholly owned subsidiaries, Real Estate Federation, Inc. however, with the dissolution of the acquisition of 360House.com, Inc., the financials have been restated to remove the activity of 360House.com, Inc. All significant intercompany accounts and transactions have been eliminated.
Effective August 28, 2006 the Company filed a Certificate of Amendment with the State of Nevada to change its name from XVARIANT, INC. to China Ethanol Corporation.
On November 27, 2006 the Company filed a Certificate of Amendment with the State of Nevada to change its name from China Ethanol Corporation to Easy Groups Limited.
On June 20, 2007 the Company filed a Certificate of Amendment with the State of Nevada to change its name from Easy Groups Limited to China Bionanometer Industries Corporation.
China Bionanometer Industries Corporation, formerly Easy Groups Limited and formerly Xvariant, Inc. (the "Company") was organized on October 24, 1996, under the laws of the State of Nevada, as "Almost Country Productions, Inc.,"for the purpose of producing and marketing music. In approximately March 1997, the Company sold 100,000 shares of its common stock at $.30 per share in an offering pursuant to Rule 504 and Section 3(b) of the Securities Act of 1933. In November, 2000 the Company discontinued its music production business and actively sought new business opportunities.
Acquisition of REF
The Company acquired REF as a wholly owned subsidiary by issuing 20,500,000 shares of the Company's authorized common stock, 20,000,000 of which were issued to the shareholders of REF in exchange for their interests in REF, and 500,000 of which were issued as a fee to one of the Company's shareholders. The newly issued shares aggregated approximately 97% of the then issued and outstanding shares of the Company, and resulted in a change in control of the Company. At the closing of the acquisition, REF had no liabilities other than ordinary overhead expenditures, a real estate lease obligation, employment agreements with the three founders of REF, and a consulting agreement with another shareholder of REF. REF had no significant assets other than its intellectual property, copyrights, and computers used to deliver its service. It did, however, have a subscription agreement with one of its shareholders to provide up to $2,500,000 in capital funding over the next one-year period. To date, the full capital commitment has been received and utilized to pursue Company business operations.
Acquisition of Bid Trac
In November, 2001, the Company issued 450,000 shares of restricted common stock to Bid Trac, Inc. ("Bid Trac"), for the acquisition of certain assets and software that allowed the Company to provide an additional on-line service to its customers, and six contracts with customers subscribing to the service. In addition, the Company granted to Bid Trac, a warrant to purchase up to 600,000 shares of common stock at an exercise price of $2.00 per share, exercisable at any time prior to November 21, 2011. The warrant provides that, in the event gross revenue derived from the Bid Trac service contracts was less than $200,000 for the twelve months following the acquisition, only 300,000 shares could be purchased by Bid Trac, and if gross revenue was less than $100,000 for such twelve month period, then the warrant terminated and no shares could be purchased. Gross revenue from the Bid Trac contracts aggregated less than $100,000 for the initial twelve months following the acquisition.
-15-
Acquisition of 360House
In January, 2002, the Company completed the acquisition of 360House.com, Inc., a Utah corporation ("360House"), under the terms of a Stock Exchange Agreement (the "Exchange Agreement") among the Company, 360House, and the shareholders of 360House.
The Company acquired 360House as a wholly-owned subsidiary by initially issuing 1,000,000 shares of the Company's authorized common stock to the shareholders of 360House in exchange for all of the outstanding stock of 360House. In addition, the Exchange Agreement provides for the issuance of additional shares of the Company's common stock based on the performance of 360House. The Company has agreed to issue stock, including the 1,000,000 shares issued upon execution of the Agreement, at a price equal to either (a) a value equal to six times 360House's earnings before interest, taxes, depreciation and amortization ("EBITDA") in the twelve month period ending December 31, 2003 ("Earnout Shares"); or (b) the value defined by a valuation consultant agreed to by the parties (the "Earnout"). Either party may demand an independent valuation, and the party making such demand must bear the cost. The value of the Company's common stock for purposes of the Earnout, shall be calculated based on the average closing price of the stock for the 30 trading days prior to December 31, 2003.
At the closing of the acquisition, 360House had no significant tangible assets except computers, office furniture and equipment, and general files for its three employees. It had what it believed was, however, significant and valuable intellectual property, including, trademarks and internally developed software and web technology. 360House had no liabilities other than ordinary overhead expenditures, and employment agreements with Glade Jones, the President of 360House, and Andy Evans, the founder and Chief Executive Officer of 360House. Although the employment agreements are obligations of 360House, the Company assumed the obligations to ensure that the salaries were paid for the six months following the acquisition to the extent that 360House did not have the cash flow to satisfy the salary obligations. Additionally, the Company had the obligation, for a period of six months from the acquisition, to ensure that 360House operating expenses were paid to the extent there was a cash shortfall in 360House in meeting such expenses, which condition has been satisfied.
The Exchange Agreement contains an option allowing the shareholders of 360House to unwind the transaction in certain events. In the event the shareholders of 360House did not want to accept the Earnout Shares at December 31, 2003, they could surrender all of their shares in the Company and all of the issued and outstanding common stock of 360House shall be returned to the shareholders of 360House. In such event, however, the Company has the option to retain the 360House shares and pay the value calculated at December 31, 2003 to the 360House shareholders in cash. Neither of the alternatives have been acceptable to either the Company or the shareholders. The Company and the shareholders are in the process of preparing settlement documents reflecting a position somewhere in between the two positions outlined in the Exchange Agreement, but the parties have not finalized their discussions.
Acquisition and Disposition of Easy Groups Limited
Pursuant to an Exchange Agreement (the "Agreement") effective September 29, 2006, and its contemplated transaction that closed October 1, 2006, (the "Closing"), the Registrant acquired all of the issued and outstanding capital stock and underlying business of Easy Groups Limited and all related companies, including but not limited to Easy Dynamic Advertising (Exterior Walls) Limited (herein referred to as “Easy Groups”) which is an outdoor advertising company (the "Business") in exchange for Forty Two Million Five Hundred Twenty-Seven Thousand (42,527,000) shares of common stock of the Registrant, which includes shares issued to third party consultants as a material part of this transaction in consideration of services rendered. As a result, the shareholders and affiliates of Easy Groups (collectively, the “Easy Groups Shareholders”) gained control of the Registrant.
Prior to the Agreement, the Registrant had 13,561,000 shares of common stock issued and outstanding. Upon the Closing of the transaction, the Registrant had 56,088,000 shares of common stock outstanding.
(See the Form 8-K filed with the Commission on November 3, 2006.)
Prior to the Agreement, there was a commitment to issue 42,527,000 shares of China Ethanol Corporation which would have resulted in a total of 56,088,000 shares of common stock outstanding, however, no shares were issued which results in only 13,561,000 shares of common stock issued and outstanding.
(See Form 8-K filed with the Commission on February 26, 2007.)
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