Item 5.01 Changes in Control of Registrant
The information set forth under “Item
1.01 Unregistered Sales of Equity Securities” of this Current Report is incorporated into this Item 5.01 by reference.
Form 10 Information
The information required
by certain items of Form 10 identified below has been previously reported and may be found in the following reports, registration
statements and information statements previously filed with the Securities and Exchange Commission (Commission File No. 333- 195267),
and which are incorporated herein by reference:
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Form 10 Item
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Description
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Registrant’s Filing(s)
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Item 1
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Business
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● The information set forth in this Current Report is incorporated herein by reference
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Item 2
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Financial Information
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●Annual Report on Form 10-K filed on April 19, 2016
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Item 3
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Properties
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●Annual Report on Form 10-K filed on April 19, 2016
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Item 4
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Security Ownership of Certain Beneficial Owners and Management.
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●Annual Report on Form 10-K filed on April 19, 2016
● The information set forth in this Current Report
is incorporated herein by reference
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Item 5
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Directors and Executive Officers
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● The information set forth in this Current Report is incorporated herein by reference
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Item 6
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Executive Compensation
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● Annual Report on Form 10-K filed on April 19, 2016
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Item 7
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Certain Relationships and Related Transactions, and Director Independence
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● Annual Report on Form 10-K filed on April 19, 2016
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Item 8
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Legal Proceedings
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● Annual Report on Form 10-K filed on April 19, 2016
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Item 9
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Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
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● Annual Report on Form 10-K filed on April 19, 2016
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Item 10
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Recent Sales of Unregistered Securities
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● Annual Report on Form 10-K filed on April 19, 2016
● The information set forth in this Current Report
is incorporated herein by reference
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Item 11
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Description of Registrant’s Securities to be Registered
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●Registration Statement on Form S-1 filed on April 15, 2014, as amended on June 9, 2014, July 16, 2014, July 31, 2014, August 26, 2014, April 13, 2015 and April 24, 2015
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Item 12
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Indemnification of Directors and Officers
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● Registration Statement on Form S-1 filed on April 15, 2014, as amended on June 9, 2014, July 16, 2014, July 31, 2014, August 26, 2014, April 13, 2015 and April 24, 2015
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Item 13
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Financial Statements and Supplementary Data
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● Annual Report on Form 10-K filed on April 19, 2016
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Item 14
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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● Annual Report on Form 10-K filed on April 19, 2016
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Item 15
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Financial Statements and Exhibits
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● Annual Report on Form 10-K filed on April 19, 2016
● The information set forth in this Current Report
is incorporated herein by reference.
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Our Business and Plan of Operations
Toucan Interactive Corp. was incorporated in
the state of Nevada on January 24, 2014 and maintained its official business address at Sabanilla de Montes de Oca, Urbanizacion
Carmiol, Casa 254, San Jose, Costa Rica.
From inception until April
2016, the Company’s principal business consisted of developing a website www.NEEDforCREDIT.com to provide credit option services
to users primarily in Costa Rica, Canada, United-States, South and Central America and to market context advertising services to
banks and financial institutions in these countries and regions.
In April 2016, pursuant
to the transactions described in this Current Report on Form 8-K, the Company experienced a change in control and ceased operations
as a provider of credit option services.
Under SEC Rule 12b-2 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company qualifies as a “shell company,”
because it has no or nominal assets (other than cash) and no or nominal operations. The Company intends to comply with the periodic
reporting requirements of the Exchange Act for so long as it is subject to those requirements.
The
Company currently serves as a vehicle to investigate and, if such investigation warrants, acquire a target company or business
seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. Management does not intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business combination. The Company will not restrict its potential
candidate target companies to any industry, specific business or geographical location and, thus, may acquire any type of business.
The Company intends to establish a market for freely trading shares following the conclusion of a successful business combination
and commencing business as an operating company.
The
analysis of new business opportunities will be undertaken by or under the supervision of the Company’s officers and directors.
As of the date of this report, the Company has not entered into any definitive agreement with any party, nor have there been any
specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company
has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Company will consider the following kinds of factors:
(a)
Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b)
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the
industry as a whole;
(c)
Strength and diversity of management, either in place or scheduled for recruitment;
(d)
Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through
the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e)
The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f)
The extent to which the business opportunity can be advanced;
In
applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances
and make a determination based upon reasonable investigative measures and available data. In evaluating a prospective business
combination, the Company will conduct as extensive a due diligence review of potential targets as reasonably possible.
The
Company anticipates that business opportunities will come to the Company’s attention from various sources. These sources
may include, but not be limited to, its principal stockholder, professional advisors such as attorneys and accountants, securities
broker-dealers, and others who may present unsolicited proposals. Currently, the Company has no agreements, whether written or
oral, with any individual or entity, to act as a finder for the Company. However, at the present, we contemplate that
our majority stockholder, BDK, or certain of its affiliates may introduce a business combination target to us.
It
is possible that the range of business opportunities that might be available for consideration by the Company could be limited
by the impact of Securities and Exchange Commission regulations regarding purchase and sale of “penny stocks.” The
regulations would affect, and possibly impair, any market that might develop in the Company’s securities until such time
as they qualify for listing on NASDAQ or on another exchange which would make them exempt from applicability of the “penny
stock” regulations.
The
time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently
be ascertained with any degree of certainty. It is also impossible to predict the manner in which the Company may participate in
a business opportunity. Specific business opportunities will be reviewed as well as the respective needs and desires of the Company
and the promoters of the opportunity and, upon the basis of that review and the relative negotiating strength of the Company and
such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include,
but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. The Company
may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such
structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization,
and although it is likely, there is no assurance that the Company would be the surviving entity. In addition, the present management,
board of directors and stockholders of the Company may not have control of a majority of the voting shares of the Company following
a reorganization transaction. As part of such a transaction, the Company’s existing management and directors may resign and
new management and directors may be appointed without any vote by stockholders.
The
Company presently has no employees apart from our management. The officers and directors are engaged in outside business activities.
They will be dividing their time amongst these entities and anticipate that they will devote very limited time to our business
until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will
devote to the Company may vary from week to week or even day to day, and, therefore, the specific amount of time that management
will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends
to spend as much time as is necessary to exercise its fiduciary duties as officers or directors of the Company. We expect no significant
changes in the number of our employees other than such changes, if any, incident to a business combination.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon the closing
of the transactions contemplated by the Purchase Agreement, Mikhail Bukschpan, resigned as the Company’s sole executive officer
and director. The resignation was not the result of any disagreement on any matter relating to the Company’s current operations,
policies or practices.
On April 22, 2016 and prior
to his resignation, Mikhail Bukschpan, in his capacity as the sole director, elected Kin Hui, Gang Ding, Frank Lin and William
Chu as directors of the Company to fill the vacancies created by the foregoing resignation, with Mr. Hui and Mr. Ding being appointed
as the Co-Chairmen of the Board of Directors. Also on April 22, 2016, in his capacity as sole director, Mikhail Bukschpan appointed
Gang Ding as the Company’s Chief Executive Officer, Kin Hui as the President, William Chu as the Chief Financial Officer
and Frank Lin as the Secretary.
Kin Hui
Mr. Hui, age 47, is the
owner and manager of a group of companies commonly known as the Singpoli Group, an association of independent companies that specialize
in real estate investment and development. Singpoli deals largely with major commercial, office, and retail properties in Los Angeles
County, Orange County and Silicon Valley. As the founder and CEO of Singpoli Construction in 1992, a managing partner of Singpoli
Investment, LLC in 1992, a founding partner and President of Pacific Design Group in 1997, and a managing member of Singpoli Pacifica,
LLC in 2007, Mr. Hui has a proven record of successfully establishing and managing real estate portfolios and related businesses.
Mr. Hui is a managing member of BDK. Mr. Hui’s decades of experience with executive management, real estate development and
investment provide him with the qualifications and skills to serve as a director of the Company.
Gang Ding
Mr. Ding, age 50, is a
founder and executive officer of a number of companies in Asia, Europe, Australia and North America including Shanghai Bading Property
Development Co. Ltd., Macao First Global International Co., Hong Kong Global International Co., Bading (Hong Kong) Company, Global
International (Australia) Co., Australia First International Investment Co., Australia First International Resources Co., Canada
First Source International Co., First Global International Investment Group Inc., First Global International Trading Group Inc.,
Europe & Australia Investment Group and BDK Capital, LLC. Mr. Ding has over 20 years of real estate development and investment
experience and has invested in various fields around the world, including real estate, energy, mines, old city renovation and other
projects that are synergistic with his other investments. Mr. Ding is a managing member of BDK. Mr. Ding’s valuable entrepreneurial,
management, and real estate related experience provide him with the qualifications and skills to serve as a director of the Company.
William Chu
Mr. Chu, age 60, has served
as the Chief Financial Officer of Singpoli Capital Corporation since 2009. Prior to joining Singpoli, Mr. Chu had a distinguished
banking career that spanned from New York, Little Rock, San Francisco, Los Angeles to Las Vegas, having served as President and
Chief Executive Officer of First Asian Bank and United Pacific Bank, the President and CEO of the Los Angeles Community Development
Bank, as well as a senior executive at East West Bank. Mr. Chu is a certified public accountant and has an MBA degree from the
University of Southern California. Mr. Chu’s financial knowledge and banking experience provide him with the qualifications
and skills to serve as a director of the Company.
Frank Lin
Mr. Lin, age 61, has served
as the Vice President and Public Relations Director of Shanghai Bading Property Development Co. Ltd. since August 2002. Mr. Lin
has supervised a great many large-scale real estate investment and development projects around the world including the development
of the Shanghai Citigroup Tower in Pudong District, which became a landmark building for Shanghai in 2005, the purchase of the
exploration and development rights for a 15,500-square-kilometer oil & gas site in Australia, the purchase and renovation of
high-end polish properties in and around the downtown area of Lisbon, Portugal, the restoration and renovation of the historic
Constance Hotel in the City of Pasadena in the United States and the development of the 450-unit Landmark Tower condominium in
the City of Milpitas in the heart of Silicon Valley. Mr. Lin’s substantial executive management experience and his experience
in business development give him the qualifications and skills to serve as a director of the Company.