Current Report Filing (8-k)
October 18 2016 - 12:30PM
Edgar (US Regulatory)
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 (Date of earliest event reported):
October 18, 2016
STEAMPUNK
WIZARDS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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45-5440446
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1271 6
th
Ave 43
rd
Fl F-1 Suite 11 New York NY 10020
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10020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
212 220 4071
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(Former
name or former address, if changed since last report)
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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:
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.
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Entry into a Material Definitive Agreement
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On
October 13, 2016, Steampunk Wizards, Inc., a Nevada corporation, (the “Company”) entered into a spin-off agreement
(the “
Spin-Off Agreement
”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company
incorporated pursuant to the laws of Malta (“
Steampunk
”), and Praefidi Holdings Limited (the “
Buyer
”),
an entity organized under the laws of Malta and owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer shall
receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The
Buyer shall become the sole equity owner of the Steampunk and the Company shall have no further interest in Steampunk.
A
copy of the Spin-Off Agreement is attached hereto as Exhibit 10.1. The foregoing is only a brief description of the material terms
of the Spin-Off Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder
and is qualified in its entirety by reference to such exhibit.
Item
2.01.
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Completion
of Acquisition or Disposition of Assets
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The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
Item
5.01.
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Changes
in Control of Registrant
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On
October 13, 2016, shareholders (the “Sellers”), who own, in the aggregate 18,071,445 shares (the “Shares”)
of common stock, par value $0.0001 per share of the Company, entered into a Share Purchase Agreement (the “SPA”) with
certain purchasers listed in Exhibit B of the SPA (the “Purchasers”) pursuant to which the Purchasers acquired the
Shares for an aggregate purchase price of $150,000. The transaction contemplated in the SPA closed on the same day.
The
Shares represent approximately 65.1% of all the issued and outstanding common stock of the Company. The transaction has resulted
in a change in control of the Company.
In
connection with the change in control, Mr. Joshua O’Cock, President, Chief Executive Officer, Chief Financial Officer, Treasurer,
Secretary and sole director, resigned from all the director and officers positions with the Company. Simultaneously with the closing,
Cuilian Cai, was appointed as a director and Chief Executive Officer and Chief Financial Officer of the Company.
Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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(a) Resignation
of Directors and Officers
Upon
the Closing, Mr. Joshua O’Cock resigned from his positions as director, President, Chief Executive Officer and Chief Financial
Officer of the Company.
There
was no disagreement between Mr. O’Cock and the Company.
(b) Appointment
of Directors and Officers
Upon
closing, the following person was appointed as our director and officer on October 13, 2016:
Name
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Age
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Position
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Cuilian
Cai
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48
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Director,
Chief Executive Officer and Chief Financial Officer
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Ms.
Cai was a founder of a foreign trade vegetable company called Qingsong Vegetables Foreign Trade Export Company, which was founded
in 1992 where she focused primarily on foreign exports. She then began working in marketing department of Amway in China where
she focused on brand advertising. Ms. Cai currently is the Sales Manager for Shanghai Sanyuan Industrial Ltd. Ms. Cai received
her associate degree in Marketing from Yangzhou Vocational University. We believe that Ms. Cai is well suited to serve as our
director because of her skills in organizing and marketing start-up companies.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Spin-Off Agreement by and between Steampunk Wizards, Inc. and Praefidi Holdings Limited
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10.2
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Share Purchase Agreement by and among certain sellers and buyers as set forth on the signature page thereof.
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SIGNATURES
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.
Dated:
October 18, 2016
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Steampunk
Wizards, Inc.
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By:
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/s/
Cuilian
Cai
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Name:
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Cuilian
Cai
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Title:
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Chief Executive Officer
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