Current Report Filing (8-k)
January 22 2021 - 7:58AM
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):
January 21, 2021
____________________________
ChineseInvestors.com, Inc.
(Exact name of registrant as specified
in its charter)
____________________________
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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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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 satisfy 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:
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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.
Item 1.03 Bankruptcy or Receivership
On June 18, 2020, the Company filed a voluntary petition for
reorganization under Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the Central District of
California, case no. 2:20-bk-15501-ER. The Court took jurisdiction over the Company’s operations effective June 18, 2020,
the date the petition was filed.
By order entered in court on January 21, 2021, Judge Robles
of the U.S. Bankruptcy Court for the Central District of California, over the opposition of the Company, converted the Chapter
11 bankruptcy reorganization to a Chapter 7 liquidation.
Further, Judge Robles replaced the Company’s management,
who had been operating the Company as debtor in possession, with a bankruptcy trustee, to be named. The trustee will be charged
with liquidating rather than reorganizing the Company and its corporate structure.
Item 3.03 Material Modification to Rights of Security
Holders.
By order entered in court on January 21, 2021, Judge Robles
of the U.S. Bankruptcy Court for the Central District of California, over the opposition of the Company, converted the Chapter
11 bankruptcy reorganization to a Chapter 7 liquidation.
Further, Judge Robles replaced the Company’s management,
who had been operating the Company as debtor in possession, with a bankruptcy trustee, to be named. The trustee will be charged
with liquidating rather than reorganizing the Company and its corporate structure.
Item 8.01 Other Events.
Trading Securities
The Company’s common stock has been trading on the over-the-counter
market since the Company filed its reorganization petition on June 18, 2020. The Company warned at that time that acquiring the
Company’s loans or trading in the Company’s securities during the pendency of the reorganization is highly speculative
and poses substantial risks. At this time any potential investor must be aware that the Company will be liquidated and the prospect
of recovery from the Company by equity investors is extremely unlikely.
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 the prospect of the liquidation of the Company’s assets
through the Bankruptcy liquidation proceeding. 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: January 21, 2021
ChineseInvestors.com, Inc.
By: /s/ Wei Wang
Name: Wei Wang
Title: Chief Executive Officer