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) December 24, 2009
ANV
SECURITY GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-53802
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13-3089537
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(State
or other jurisdiction
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(Commission
File number)
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(IRS
Employer
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of
incorporation or organization)
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Identification
No.)
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2105 -
11871 Horseshoe Way, Richmond, BC V7A 5H5, Canada
(Address
of principal executive offices) (Zip Code)
604-277-6606
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 for 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 DEFINITVE AGREEMENT.
On
January 19, 2010, ANV Security Group, Inc. (the “Company”) entered into an
agreement (the “Flybit Agreement”) to acquire all of the issued and outstanding
stock of Flybit International, Ltd., a Hong Kong corporation, from its sole
owner Zhaohui Zeng for three million shares
of the Company’s common stock and $720,000 in cash. The closing under the Flybit
Agreement was held on February 1, 2010. Flybit is in developing and
marketing mobile video security system used on vehicles and it is a certified
OEM manufacturer for Panasonic in mobile video systems.
On
December 24, 2009, the Company entered into an agreement (the “Angesi
Agreement”) with the shareholders of Shenzhen Angesi Technology Co., Ltd
(“Angesi”) to acquire Angesi and its nine affiliated entities for 32 million
shares of common stock. Angesi and its affiliates are in the business
of developing, manufacturing and marketing video cameras throughout China. Based
on unaudited financial information available to management, Angesi had revenue
of $45 million with a net profit of $2 million in 2009. The closing
of the acquisition of Angesi was held February 1, 2010.
The
purchase price under each agreement is subject to adjustment, and each agreement
could be cancelled based on the result of an audit of the target
company.
The
foregoing does not constitute a full statement of the terms of the Flybit
Agreement or the Angesi Agreement, English translations of both of which have
been filed as exhibits to this report. Reference is made to such exhibits for a
full description of the rights and obligations of the parties under those
agreements. The reader should be aware that discrepancy between the
English translation and the actual contract in Chinese will be resolved in favor
of the contract in Chinese.
The
Company intends to utilize the assets of these companies to expand its
manufacturing base and increase its retail operations in China.
ITEM 9.
FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial
Statements of Business Acquired
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To be
filed by amendment.
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(b)
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Pro-Forma
Financial Information
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To Be
Filed by amendment.
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Exhibit
No.
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Description
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10.1
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Flybit
Agreement – English Translation
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10.2
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Angesi
Agreement – English
Translation
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ANV
Security Group, Inc.
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Dated:
February 5, 2010
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By:
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/s/
Weixing Wang
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Name:
Weixing Wang
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Title:
President
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