Current Report Filing (8-k)
July 20 2020 - 4:17PM
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):
July 20, 2020
____________________________
ChineseInvestors.com,
Inc.
(Exact name of registrant as specified
in its charter)
____________________________
Indiana
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000-54207
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35-2089868
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(State of Organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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|
|
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227 W. Valley Blvd. #208A, San Gabriel, CA
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91776
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(Address of principal executive offices)
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(Zip Code)
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(626) 589-2468
(Registrant’s telephone number, including
area code)
Check appropriate box below if the Form 8-K filing is intended
to simultaneously satisfying the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
☐ 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))
Securities registered pursuant to Section
12(b) of the Act:
Title of each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Securities registered pursuant to Section
12(g) of the Act: None
☐ Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The Company issued convertible notes, some of which are convertible
at 15₵ per Share and some are convertible at 10₵ per Share. The following list shows the note holders who have converted
their notes to common stock.
.15 Conversion Clients
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Conversion Date
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Mei Marker
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10/18/2019
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Chao Wei - Tan
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10/18/2019
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Xiao Ning Xu
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10/18/2019
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Mary Manruo Shen
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10/18/2019
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Amy Yunyun Zhan
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10/18/2019
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Xiao Hui Cui & Hao Xu
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10/18/2019
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Rui Gong
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10/18/2019
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Weizhi Ding
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10/18/2019
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Jun Wang
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10/18/2019
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Yu Qi Zhang- Fredericks
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11/11/2019
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Ting Li
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11/12/2019
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Qui Hua Wang
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11/06/2019
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.10 Conversion Clients
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May Lin Smith
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03/03/2020
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Jintao Zou
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03/03/2020
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Chuck Chen
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03/16/2020
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Suiling Linda Wong
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04/06/2020
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Ping Tang
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03/31/2020
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Kan Zhang
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03/03/2020
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Forward-Looking Statements
Certain statements herein and in the exhibits attached hereto,
are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events,
and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking
statements are subject to various risks and uncertainties, including risks related to the terms of and potential transactions contemplated
by the Company’s proposed plan of reorganization, the anticipated mailing date of solicitation materials to the Company’s
securities holders, the ability of the Company to obtain requisite support for the reorganization from various stakeholders, the
ability of the proposed plan of reorganization to satisfy all the requirements necessary for confirmation by the Bankruptcy Court,
the ability of the Company to successfully execute the transactions contemplated by the reorganization plan without substantial
disruption to the Company’s business, the high costs of bankruptcy proceedings and related fees, including the risk that
the restructuring will take longer than anticipated, the actions and decisions of the Company’s creditors and other third
parties who have interests in the reorganization that may be inconsistent with the Company’s operational and strategic plans,
the ability of the Company to continue as a going concern, and the effects of disruption from the proposed restructuring making
it more difficult to maintain business, financing and operational relationships and to retain key executives. Forward-looking statements
are also subject to various risks and uncertainties related to the Company’s business, such as its ability to anticipate
and timely respond to changes in trends and consumer preferences, the strength of the global economy, competitive market conditions,
its ability to attract and retain key personnel, its ability to successfully develop, launch and grow its newer concepts and execute
on strategic initiatives, product offerings, sales channels and businesses, its ability to implement its growth strategy, material
disruption to its information systems, compromises to its data security, its ability to maintain the value of its brands and protect
its trademarks, its ability to implement its business strategy, changes in demographic patterns, adverse or unseasonable weather
or other interruptions in its operations, trade restrictions or disruptions, the impact of potential global health emergencies
such as COVID-19 (coronavirus) pandemic, including potential negative impacts on the global economy, product demand, foreign sourcing
and operations generally and other factors which are set forth in the section entitled “Risk Factors” and elsewhere
in the Company’s Annual Report on Form 10-K for the May 31, 2019 fiscal year and in all filings with the Commission made
subsequent to the filing of the Form 10-K through today’s date and any information that is otherwise provided to investors.
Because of the factors described above and the inherent uncertainty of predicting future events, the Company cautions you against
relying on forward-looking statements.
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, thereunto duly
authorized.
Date: July 20, 2020
ChineseInvestors.com, Inc.
By: /s/ Wei Wang
Name: Wei Wang
Title: Chief Executive Officer
By: /s/ King Fai Leung____________________
Name: King Fai Leung
Title: Chief Financial Officer