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
Date of Report: April 2, 2015
(Date of earliest event reported)
Wonder International Education
& Investment Group Corporation
(Exact name of registrant as specified
in its charter)
| Arizona |
333-163635 |
26-2773442 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer I.D. No.) |
7702 E Doubletree Ranch Road,
Unit 300, Scottsdale, AZ 85258
(Address of Principal Executive
Offices)
480-607-4393
(Registrant's telephone
number, including area code)
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:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] |
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 Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2015, the Company completed a transaction pursuant
to a Stock Purchase Agreement whereby Mr. Xie Chungui cancelled 16,600,000 shares of common stock held in the Company in exchange
for the Company transferring to him all of the issued and outstanding shares of Anhui Lang Wen Tian Cheng Consulting & Management
Co., Ltd., a PRC company (“WOFE”). The WOFE had certain contractual arrangements with Anhui Wonder Education &
Investment Management Corporation, a PRC company (“China Wonder”). China Wonder had ceased operations during April
2014. The Stock Purchase Agreement was entered into on April 2, 2015, and the is subject to shareholder approval. Mr. Xie formerly
was the Company’s Chairman and controlling shareholder. The Stock Purchase Agreement is attached hereto as Exhibit 10.14,
and any reference herein to the Agreement and its terms and provisions are qualified in its entirety to the attached agreement.
On July 15, 2015, Mr. Keith Wong was appointed a
Director of the Company and on April 23, 2015 Mr. Wong was appointed Chief Executive Officer of the Company. On July 15,
2015, Mr. Xie Chungui and Mr. Xiang Wei both resigned in their respective capacities as officers and directors of the
Company.
There was no arrangement or understanding between the newly
appointed director and any other person(s) (naming such person) pursuant to which such director was elected in such capacity. Except
as stated herein, there have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction,
in which we were or are to be a participant, exceeding $120,000 and in which our new director had or will have a direct or indirect
material interest. There are no family relationships between the new director and any other director or executive officer of the
Company. There is no material plan, contract or arrangement (whether or not written) to which the new director is a party or in
which each party participates that is entered into or a material amendment in connection with the triggering event or any grant
or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any
such event.
Item 3.02 Unregistered Sales of Equity Securities.
Item 5.01 Changes in Control of Registrant.
On
July 17, 2015, the Company completed a subscription agreement with Mr. Keith Wong, the Company’ sole director and Chief Executive
Officer, pursuant to which Mr. Wong acquired 21,000,000 shares of the Company in exchange for $50,000. After giving effect to the
subscription, Mr. Wong beneficially owns 21,152,397 shares
of the Company or 86.7% of the issued and outstanding common stock of the Company based upon 24,400,000 shares of common stock
issued and outstanding as of the date of this transaction.
The above transaction
was exempt under Section 4(2) and 3(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated there
under, including Regulations D, due to the facts that the investor is an accredited investor, acquired the shares for investment
purposes and not with a view for re-distribution, had access to sufficient information concerning the Company, and the certificate(s)
representing such shares will bear a restrictive legend.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.14. Stock
Purchase Agreement dated April 2, 2015, by and between Wonder International Education And Investment Group Corp, an Arizona corporation
and Mr. Xie Chungui.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Wonder International Education
& Investment Group Corporation
|
|
| |
|
|
|
| |
By: |
: /s/ Keith Wong |
|
| |
|
Name: Keith Wong |
|
| |
|
Title: Chief Executive Officer |
|
| |
|
Date: July 20, 2015 |
|
Exhibit 10.14.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (the
"Agreement") is made as of April 2, 2015, by Wonder International Education
and Investment Group Corp. ("US Wonder"), an Arizona corporation and Mr. Xie Chungui
("Buyer").
RECITALS
WHEREAS, US Wonder owns 100% of the capital stock
(“WFOE Stock”) of Anhui Lang Wen Tian Cheng Consulting & Management Co., Ltd., a PRC
company (“WFOE”),
WHEREAS, the WFOE has various contractual arrangement
including a Voting Right Proxy Agreement, Option Agreement, Equity Pledge Agreement, Consulting Services Agreement and Operating
Agreement (“Contractual Rights”) with Anhui Wonder Education & Investment Management Corporation, a PRC
company (“China Wonder”);
WHEREAS, US Wonder wants to sell and Buyer wants to
buy 100% of the WFOE Stock from US Wonder in exchange for the US Wonder Stock (as defined below), and in addition, US Wonder will
assign all of its rights, titles and interest in and to China Wonder including those with respect to Contractual Rights;
NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement,
the parties hereto agree as follows:
SECTION 1. Purchase Price
| 1.1 | The purchase price for the WFOE Stock will be 16,600,000 shares of common stock of US Wonder (Wonder
International Education And Investment Group Corp) held by Buyer (“US Wonder Stock”) and such shares upon receipt by
US Wonder shall be returned to the treasury of US Wonder, subject to the approval or ratification of the transactions by the shareholders
of US Wonder. In this regard, it is understood by the parties that Buyer has lost the certificates representing the US Wonder Stock.
Accordingly, subject to the other terms and conditions herein, upon execution and delivery of this Agreement, Buyer hereby assigns
all his rights, titles and interest in and to the US Wonder Stock to US Wonder. In addition, Buyer will sign such other documents
and instruments as deemed necessary by US Wonder. |
| 1.2 | As additional consideration, until such time as the transactions contemplated herein are approved
by the shareholders of US Wonder, Buyer hereby grants to Mr. Keith Wong an irrevocable proxy to vote the US Wonder Stock in favor
of the transactions completed herein at any shareholder meeting of US Wonder. This irrevocable proxy is for a period of one year
or until conclusion of any shareholder meeting in which the US Wonder Stock has been voted in favor of the transactions contemplated
herein, whichever is the soonest to occur. |
| 1.3 | The parties hereby acknowledge that a stock certificate evidencing the WFOE Stock has not been
issued to US Wonder. Accordingly, subject to the other terms and conditions herein, upon execution and delivery of this Agreement,
US Wonder hereby assigns all his rights, titles and interest in and to the WFOE Stock to Buyer, and the parties further acknowledge
that the Agreement will constitute sufficient evidence of the transfer of the WFOE Stock to Buyer. |
| 1.4 | As additional consideration, US Wonder hereby assigns, transfers and conveys to Buyer all its rights,
titles and interests in and to China Wonder (and any other PRC operating company located in the PRC related, directly or indirectly,
to China Wonder) and in and to the Contractual Rights. |
| 1.5 | Notwithstanding anything contained herein to the contrary, the transactions contemplated in this
Agreement will be effective upon execution of the Agreement, however, this Agreement will be null and void if the transactions
contained herein are not approved or ratified by the shareholders of US Wonder within one year from the date hereof. |
SECTION
2. REPRESENTATIONS AND WARRANTIES OF US Wonder
2.1 US Wonder
hereby represents and warrants to Buyer as follows:
(i). US Wonder
has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by the US Wonder and constitutes a legal, valid and binding obligation of the
US Wonder, enforceable against US Wonder in accordance with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
(ii). the WFOE
Stock has not been sold, contracted for sale or otherwise transferred to any other party,
(iii). the
WFOE Stock is free and clear of all liens, pledges and encumbrances of any kind and the WFOE
Stock is duly authorized, validly issued, fully paid and non-assessable shares of capital stock of the WFOE, and
(iv) the WFOE
Stock is not subject to any contact, agreement, arrangement or understanding, written or
otherwise, which would adversely affect or otherwise prohibit or limit the acquisition of the WFOE Stock by
the Buyer.
2.2 No other representations
and warranties are made by US Wonder to Buyer with respect to the WFOE Stock, the Contractual Rights or China Wonder.
SECTION
3 REPRESENTATIONS AND WARRANTIES OF Buyer
3.1 Buyer hereby
represents and warrants to US Wonder as follows:
(i) Buyer has
all right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding obligation of the Buyer.
(ii). the US
Wonder Stock has not been sold, contracted for sale or otherwise transferred to any other party,
(iii). the
US Wonder Stock is free and clear of all liens, pledges and encumbrances of any kind and
the US Wonder Stock is duly authorized, validly issued, fully paid and non-assessable shares of capital stock of the US Wonder,
(iv). the US
Wonder Stock is not subject to any contract, agreement, arrangement or understanding, written
or otherwise, which would adversely affect or otherwise prohibit or limit the acquisition of the US Wonder Stock
by US Wonder, and
(v). he is acquiring
the WFOE Stock for investment purposes and not for resale.
SECTION
4. COVENANTS
4.1 Further Assurances.
The parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill
or obtain the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents
or other papers, the execution and delivery of which are necessary or appropriate to the Closing.
4.2 Confidentiality.
In the event the transactions contemplated by this Agreement are not consummated, parties agree to keep confidential any information
disclosed to each other in connection therewith for a period of one year from the date hereof; provided, however, such obligation
shall not apply to information which:
SECTION 5. SURVIVAL OF REPRESENTATIONS
AND WARRANTIES
Notwithstanding any right of either
party to investigate the affairs of the other party and its shareholders, each party has the right to rely fully upon representations,
warranties, covenants and agreements of the other party and its shareholders contained in this Agreement or in any document delivered
to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All such
representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder
for one year following the Closing Date.
SECTION 6. INDEMNIFICATION
Buyer agrees to indemnify and hold harmless
US Wonder, its officers, directors and principal shareholders, at all times against and in respect of any liability, damage, or
deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys' fees, incident
to any of the foregoing, resulting from any material misrepresentation made by any indemnifying party to an indemnified party,
an indemnifying party's breach of a covenant or warranty or an indemnifying party's non-fulfillment of any agreement hereunder,
or from any material misrepresentation or omission from any certificate, financial statement or tax return furnished or to be furnished
hereunder.
SECTION 7. THE CLOSING
The Closing shall take place at the
time or place as may be agreed upon by the parties hereto ("Closing Date"), but in no event shall the Closing Date be
later than May 30th, 2015 unless agreed upon by the parties in writing.
SECTION 8. MISCELLANEOUS
8.1 Waivers.
The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in
no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right
under this Agreement.
8.2 Amendment.
This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
8.3 Assignment.
This Agreement is not assignable except by operation of law.
8.4 Governing Law.
This Agreement shall be construed in accordance with the laws of the State of Arizona.
8.5 Publicity.
No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in writing of the form and substance by the other party.
8.6 Entire Agreement.
This Agreement (including the Exhibits and Schedules to be attached hereto) and the collateral agreements executed in connection
with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the
exchange and issuance of the Shares and related transactions, and supersede all prior agreements, written or oral, with respect
thereto.
8.7 Headings.
The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
8.8 Severability
of Provisions. In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision;
provided that no such severability shall be effective if it materially changes the economic impact of this Agreement on any party.
8.9 Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns.
IN WITNESS WHEREOF, the parties
have executed this Agreement on the date first above written.
US
Wonder:
Wonder
International Education and Investment Group Corp
By: /s/ Xiang Wei
| Name: Xiang Wei - Chief Executive Officer |
| |
| |
By: /s/Xie GunGui
Name: Xie, ChunGui
Buyer