RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
BUY IT CHEAP.COM, INC.
1800 Bloomsbury Avenue
Ocean, NJ 07712
This report is furnished by the Board of Directors of Buy It Cheap.com, Inc.,
a Delaware corporation ("BYCC") to the holders of its common stock, $.001 par
value. Information in this report regarding Cashtech Investment Limited,
Harbin Zhongqiang Power-Tech Co., Ltd., Zhigou Fu or John C. Leo has been
provided to BYCC by Cashtech Investment Limited.
BYCC has entered into a Share Exchange Agreement with the shareholders of
Cashtech Investment Limited, a British Virgin Islands corporation ("Cashtech")
pursuant to which BYCC will issue 9,720,000 shares of common stock and 725,494
shares of Series D Preferred Stock (convertible into 72,549,400 shares of
common stock) in exchange for all of the outstanding capital stock of Cashtech
(the "Share Exchange"). An additional 1,080,000 shares of common stock and
80,610 shares of Series D Preferred Stock (convertible into 8,061,000 shares
of common stock) will be issued at the closing to a consultant to Cashtech.
As a condition to closing of the Share Exchange, Messrs. Zhiguo Fu and John C.
Leo will be elected to serve as the members of the BYCC Board of Directors,
and the present members of the BYCC Board of Directors will resign.
This report is provided for information purposes only. We are not soliciting
proxies in connection with the matters described in this report. You are not
requested to respond to this report in any way.
This report will first be mailed to the shareholders of BYCC on or about April
23, 2004.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There are at present 9,040,582 shares of BYCC common stock issued, outstanding
and entitled to vote. The following table sets forth the number of BYCC
shares owned by each person who, as of April 21, 2004, owns of record, or is
known by BYCC to own beneficially, more than 5% of the BYCC common stock, as
well as the ownership of such shares by each director and executive officer of
BYCC and the shares beneficially owned by all officers and directors as a
group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
----------------------------------------------------------------
Robert Edwards 400,000(1) 4.35%
47 Bruns Road
West Allenhurst, NJ 07711
Anthony J. Consi 350,000 3.87%
52 Buttel Drive
Clifton, NJ 07013
Stephen E. Roman, Jr. 308,153 3.41%
25 Hillside Road
Shark River Hills, NJ 07753
David Chow 15,000 0.17%
4F No. 20, Lane 34
Sec 2, Pa Te Road, Taipei, Taiwan
Jennifer Lo 421,405(2) 4.66%
258-01 Pembroke Ave.
Great Neck, NY 11021
Michael Hsu 0 0%
136-21 Roosevelt Ave
Flushing, NY 11354
Current Executive Officers
and Directors as a Group
(6 persons) 1,494,558 16.53%
Majestic International Inc. 633,400 7.01%
No 3 14th Floor, No 535
Cheng-Kuo, Third Road
Kaohszung, Taiwan ROC
Verchi Holdings Limited 550,000 6.08%
Room 312, Entrance 3, Bldg. 14
Compound 3, Jingouhe Road
Wukesong-Haidian District
Beijing, People's Republic of China
___________________________________
(1) Excludes 200,000 shares held by Mr. Edwards' wife to which he disclaims
beneficial ownership.
(2) Includes 100,000 shares owned by Lyncroft Corp., a corporation of which
Ms. Lo is the sole shareholder and 321,405 owned by Ms. Lo's son, J. Wu
who lives with her.
Upon the closing of the Share Exchange, there will be 19,840,582 shares of
BYCC common stock issued and outstanding as well as Series D Preferred Stock
convertible into 80,610,400 common shares, or 100,450,982 common shares on a
fully-diluted basis. The following table sets forth the number of BYCC shares
beneficially owned by each person who, as of the closing, will own beneficially
more than 5% of BYCC's common stock, as well as the ownership of such shares
by each new director of BYCC and the shares beneficially owned by the new
directors as a group.
Name and Adress of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class(1)
-----------------------------------------------------------------------
Zhiguo Fu 39,119,160 38.94%
Harbin Zhongqiang Power-Tech
Co., Ltd.
Weiyou Road, Shuangcheng
Heilongjiang 150100
People's Republic of China
John C. Leo 2,000,000(2) 1.95%
100 Wall Street, 15th Floor
New York, NY 10006
All directors as a group
(2 persons) 41,119,160(2) 40.14%
Warner Technology & Investment Corp 9,141,000 9.10%
701 East Linden Avenue
Linden, NJ 07036
Xiuhua Tang 8,276,332 8.24%
Harbin Zhongqiang Power-Tech Co., Ltd.
Weiyou Road, Shuangcheng
Heilongjiang 150100
People's Republic of China
_________________________________________
(1) For purposes of this table all shares of Series D Preferred Stock are
treated as having been converted into common shares.
(2) Includes 2,000,000 common shares which BYCC will issue to Mr. Leo for
services as a member of the Board of Directors when there are sufficient
authorized shares.
NEW BOARD OF DIRECTORS
Upon the closing of the Share Exchange, the following persons will be the
members of the Board of Directors of BYCC. The officers of BYCC after the
closing have not yet been determined. The closing is expected to occur on May
3, 2004 or shortly thereafter.
* Zhiguo Fu. Mr. Fu organized Harbin Zhongqiang Power-Tech Co., Ltd. in
2002, and has served as its Chairman since then. In January 2004 he and
the other shareholders of Harbin Zhongqiang Power-Tech Co. contributed
70% of its shares to Cashtech. In 1993 Mr. Fu founded Heilongjiang
Goangsha Group, and he served as its Chairman until 2000. During that
period Heilongjiang Goangsha Group had over 3,000 employees and was
engaged in several hundred construction projects. Heilongjiang Goangsha
Group was sold in 2000, at which time it had annual revenue in excess of
$25 million. Previously Mr. Fu had twenty years experience in
construction management. Mr. Fu is 54 years old.
* John C. Leo. Since 2001 Mr. Leo has served as President of Venture
Capital Partners LLC, a private merchant banking and corporate consulting
firm located in Jersey City, NJ. During 2001 Mr. Leo was a Securities
Principal and Senior OTC Trader for AM Capital LLC, located in New York,
NY. Previously, from 1997 until 2001, Mr. Leo was a Securities
Principal, OTC Trader with M.H. Meyerson and Company, Inc., an investment
banking and brokerage firm in Jersey City, NJ. Mr. Leo currently also
serves as a member of the Board of Directors of Atlantis Business
Development Corp., a publicly-traded company. Mr. Leo is 39 years old.
Nominating and Audit Committee
The Board of Directors will not have an audit committee or a nominating
committee immediately after the closing of the Share Exchange, due to the
small size of the Board. Neither Mr. Fu nor Mr. Leo is an "audit committee
financial expert" within the definition given by the Regulations of the
Securities Exchange Commission. They intend to recruit an audit committee
financial expert to serve on the Board after the closing.
Shareholder Communications
The Board of Directors will not adopt a procedure for shareholders to send
communications to the Board of Directors until it has reviewed the merits of
several alternative procedures.
EXECUTIVE COMPENSATION
This table itemizes the compensation paid to Zhiguo Fu by Harbin Zhongqiang
Power-Tech Co., Ltd. for services as its Chief Executive Officer during 2003
and the last four months of 2002. There was no officer of Cashtech or Harbin
Zhongqiang Power-Tech Co., Ltd. whose salary and bonus for services rendered
during the year ended December 31, 2003 exceeded $100,000.
Year Salary
Zhiguo Fu........... 2003 $ 8,712
2002 2,904
RELATED PARTY TRANSATIONS
Zhigou Fu. Since founding Harbin Zhongqiang Power-Tech Co., Ltd., Zhiguo Fu
has contributed $6,428,894 to the capital of that company, and received in
return 47.6% of the capital stock of that company. Harbin Zhongqiang Power-
Tech Co., Ltd. will become a subsidiary of BYCC upon closing of the Share
Exchange.
John Leo. Mr. Leo is a business associate of David H. Zhou. Mr. Zhou is the
President of Warner Technology & Investment Corp., which served as a
consultant to Cashtech in connection with the Share Exchange and entry into
U.S. capital markets. Mr. Leo assisted Warner Technology in providing those
services. Warner Technology will receive a 9% interest in BYCC at the closing
of the Share Exchange in consideration of its consulting services.
By Order of the Board of Directors:
Stephen E. Roman, Jr., Secretary