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
November 2, 2005
Date of Report (Date of earliest event reported)
Kid Castle Educational Corporation
(Exact name of registrant as specified in its charter)
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Florida
(State or other jurisdiction
of incorporation)
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333-39629
(Commission
File Number)
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59-2549529
(I.R.S. Employer
Identification No.) |
8th Floor, No. 98 Min Chuan Road
Hsien Tien, Taipei, Taiwan R.O.C.
(Address of Principal Executive Offices and Zip Code)
(011) 886-2-2218-5996
(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))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On October 17, 2005 Mr. Kuo An Wang, the Chairman of the Board, President and Chief Executive
Officer of Kid Castle Educational Corporation (the “Company”) notified the Company of his wish to
resign as Chairman of the Board, President and Chief Executive Officer of the Company. The Board
of Directors has acknowledged and accepted Mr. Wang’s resignation as of November 2, 2005.
On November 2, 2005, the Board of Directors elected Mr. Suang-Yi Pai, a director of the
Company, to serve as the Chairman of the Board with immediate effect.
On November 2, 2005, the Board of Directors passed a resolution increasing the number of
directors on the Board of Directors to seven members and electing Mr. Min-Tan Yang as a director of
the Company to fill an existing vacancy on the Board. Mr. Yang was also appointed to serve as the
Chief Executive Officer with immediate effect.
Mr. Min-Tan Yang is 40 years old. He has a master degree from the Department of Business
Administration of Da-Yeh University. Mr. Yang has served as a director of Shanghai Taiwan
Businessmen Elementary School in China since January 2005 and a director of Global International
Education Ltd since July 2001. In 2002 Mr. Yang was appointed as the chairman of two of the
Company’s schools in Taiwan. Currently he is the chairman of four of Company schools.
During calendar year 2004, the schools of which Mr. Yang served as chairman purchased materials
from the Company of an aggregate amount of NT$3,648,011 (the average exchange rate published by
Bank of Taiwan on November 3, 2005 is US$1.00 = NT$33.54) and the accounts receivables arising from
such purchase as of December 31, 2004 was NT$222,261. Those schools also paid to the Company
royalty fees and prepaid advertisement fees of NT$442,178 and NT$115,238, respectively.
For the first nine months of 2005, the schools of which Mr. Yang served as chairman purchased
materials from the Company at an aggregate amount of NT$4,047,062 and the accounts receivables
arising from such purchase as of September 30, 2005 was NT$375,465. Those schools also paid to the
Company royalty fees and advertisement fees of NT$329,436 and NT$115,238, respectively.
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