HANGZHOU, China, May 16, 2012 /CNW/ - Neologic Animation Inc. (OTCBB:NANI), announced that on May 14, 2012, Neologic Animation Inc., ("we", "our", "us") entered into a share exchange agreement with Full East International Limited, a British Virgin Islands company ("Full East"), and the holders of 100% of the issued and outstanding share capital of Full East. Full East has entered into a number of agreements whereby it created a variable interest entity relationship with Hangzhou Naniya Technology Ltd., ("Naniya"), a company organized under the laws of the People's Republic of China (the "PRC"). Naniya's main business is information technology consulting, technology project planning, and outcome of the transfer; non-cultural education and training for children and adults; computer software, technology development, technical services and technical advice.
The following is a brief description of the terms and conditions of the share exchange agreement that are material to the Company:
|1)||No material adverse change will occur with the business or assets of our company or Full East since the effective date of the share exchange agreement;|
|2)||Our Company and Full East will be reasonably satisfied with their respective due diligence investigation of each other;|
|3)||Upon closing of the share exchange, current Full East members will be issued 100,000,000 shares of our company in exchange for their interests in Full East.|
|4)||Upon closing our current director will appoint certain officers from Full East as officers of our Company.|
|5)||Our director and officer, Yongfu Zhu will cancel 77,729,000 shares of our company currently held in his name.|
Due to conditions precedent to closing, including those set out above, and the risk that these conditions precedent will not be satisfied, there is no assurance that we will complete the share exchange as contemplated in the share exchange agreement.
In addition, on May 7, 2012, we filed Articles of Merger with the Nevada Secretary of State to change our name from "Narnia Corp." to "Neologic Animation Inc.", to be effected by way of a merger with its wholly-owned subsidiary Neologic Inc., which was created solely for the name change.
The name change became effective on May 11, 2012 upon approval from the Financial Industry Regulatory Authority ("FINRA"). Our new CUSIP number is 64049V 100.
Neologic Animation Inc.'s long-term goals include leveraging its position in the online education industry as well as its experience in distribution, sales, and marketing in order to offer its education online games to pre-school children throughout China.
Forward Looking Statements
Some information in this document constitutes forward-looking statements or statements which may be deemed or construed to be forward-looking statements, such as the closing of the share exchange agreement. The words "plan", "forecast", "anticipates", "estimate", "project", "intend", "expect", "should", "believe", and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve, and are subject to known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and other factors are more fully discussed in the Company's filings with the U.S. Securities and Exchange Commission. All forward-looking statements attributable to Neologic Animation Inc., herein are expressly qualified in their entirety by the above-mentioned cautionary statement. Neologic Animation Inc., disclaims any obligation to update forward-looking statements contained in this estimate, except as may be required by law.
For further information:
Tel: + 86 1358 841 1118
Further information on the Company can be found at www.sec.gov