Item
5.01 Changes in Control of Registrant.
As
of October 18, 2017, Yousef Dasuka and Mahmoud Dasuka (the “Sellers”), entered into a Common Stock Purchase Agreement
(the “Stock Purchase Agreement”) pursuant to which the Sellers agreed to sell to Evershine Holdings Limited
(the “Purchaser”), the
11,500,000 shares of common stock
of the Company (the “Shares”) owned by the Sellers, constituting approximately 82.15% of the Company’s 14,000,000
issued and outstanding common shares, for $240,000. As a result of the sale there was a change of control of the Company, effective
as of October 20, 2017 There is no family relationship or other relationship between the Sellers and the Purchaser.
In
connection with the sale, pursuant to the Stock Purchase Agreement, the Sellers, as the Company’s Directors, agreed to (a)
appoint Mark Kevin So (the “Designee”) as the sole director of the Company, and (b) submit their resignations as the
directors and officers of the Company. As a result thereof, the Designee is now the sole director of the Company.
As
of the date of this Form 8-K, the authorized capital stock of the Company consists of 75,000,000 shares of common stock, par value
$.001 per share, of which 14,000,000 shares are issued and outstanding. Each share of common stock is entitled to one vote with
respect to all matters to be acted on by the stockholders.
The
information required by this Item 5.01 is incorporated herein by reference to Item 5.02, Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Pursuant
to the terms of the Stock Purchase Agreement, the Sellers resigned their positions, effective October 20, 2017. Their resignations
were not the result of any dispute or disagreement with the Registrant.
The
Registrant’s new director, including any additional directors appointed by the Board of Directors, will hold office until
the earlier of their death, resignation or removal by stockholders, or until their successors have been duly elected and qualified.
The Registrant’s officers are elected annually by, and serve at the pleasure of, the Board of Directors.
Biographies
FORMER
DIRECTORS AND EXECUTIVE OFFICERS
Set
forth below is information concerning the former directors and executive officers of the Registrant, who resigned all of their
positions as a result of the change of control on October 20, 2017:
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Name
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Position/Title
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Age
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Yousef Dasuka
|
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President, Director
|
|
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28
|
|
|
|
|
|
|
|
|
|
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Mahmoud Dasuka
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Treasurer, Secretary, Director
|
|
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25
|
|
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(1)
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Both
of these persons resigned all of their positions when the change of control was completed,
on October 20, 2017.
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The
following sets forth
biographical
information regarding the Company’s
former directors and officers:
Yousef
Dasuka served as our President, CEO and a Director since we were incorporated on April 20, 2013. He received an industrial engineering
and management Diploma from the College Academy of Netanya, Israel in 2005 and a Director of Sales Certificate from the University
of Haifa, Israel in 2006. From 2007 to 2008 he worked for DSNR Ltd, a digital marketing and business development in the internet
environment, in the customer service department. From 2008 to 2010 he worked for RE - Marc advanced outsourcing solutions Ltd.,
who specializes in providing outsourcing services in the field of telemarketing. He was trained as a telemarketer and perform
calls to customers to offer products and services. Since 2010 he has been working for HOT, a communication company in Israel that
offers customers a variety of communication services, including multi-channel television, fast internet infrastructure and mobile
phone service. He is a field sales representative, his duties includes working outside the office environment sourcing potential
customers and maximizing the sales of the company’s products and services, cold calling an scheduling meetings with potential
customers.
Mahmoud
Dasuka served as our Secretary, Treasurer and a Director since we were incorporated on April 20, 2013. Since 2007 Mahmoud Dasuka
has been working for a leading Israeli provider of telecommunications services (cellular, fixed-line telephony and internet services)
under the orange™ brand, providing a broad range of high-standard services to over 3 million cellular customers, representing
a market share of approximately 32%, with duties include attracting potential customers, suggesting information about products
and services, opening customer accounts by recording account information and maintaining customer records.
CURRENT
SOLE OFFICER AND DIRECTOR
Set
for the below is information describing the Company’s new sole officer and director (the
“Designee”):
|
Name and Address
|
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Position/Title (1)
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Age
|
|
|
|
|
|
|
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Mark Kevin So
10 area 9, Luzon Ave,
Old Balara, Quezon City,
Philippines
|
|
Director, CEO, CFO
|
|
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28
|
|
(1)
The Designee named above became the Company’s sole director when completion of the change of control took effect, on
October 20, 2017.
The
following sets forth
biographical
information regarding the Company’s
new sole director and officer:
Mark
Kevin So has been involved in the e-commerce scene in the starting with his first job as an online marketing officer at Organica
Nutraceuticals in 2009. Since then he has gone on to other positions similarly related to e-commerce such as Marketing manager
with SadoTech, culminating with his last position at BIGMK Ecommerce Inc as their assistant VP of E-commerce operations since
2014. Mr. So obtained his Masters in Information Technology at AMA University, Makati, Philippines in 2014.
There
is no relationship between the Sellers and the Designee. The new director and officer has no material plan, contract or arrangement
(written or not written) to which he is a party, or in which he 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.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
To
the Company’s knowledge, during the past ten (10) years, neither our former directors, executive officers, promoters, control
persons, nor the Designee, has been:
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•
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the
subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time;
|
|
|
•
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convicted
in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; or found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law.
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SECURITY
OWNERSHIP OF FORMER BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of the Company’s common stock by (i) each
stockholder known by the Company to have been the beneficial owner of more than 5% of the Company’s common stock before
the change of control, and (ii) by the former directors and executive officers of the Company.
|
Title of Class
|
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Name and Address Of Beneficial Owner
|
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Amount and Nature of Beneficial Ownership
|
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Percent of Class(1)
|
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Common
Stock, par value $0.001
|
|
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Yousef Dasuka
153 W. Lake Mead Pkwy
Henderson, NV 89105
|
|
|
5,750,000
|
|
|
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41.07
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%
|
|
|
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Mahmoud Dasuka
153 W Lake Mead Pkwy
Henderson, NV 89105
|
|
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5,750,000
|
|
|
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41.07
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%
|
|
Common Stock, par value $0.001
|
|
|
All Executive Officers
and Directors as a Group
(2 persons)
|
|
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11,500,000
|
|
|
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84.14
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%
|
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(1)
|
The
percent of class is based on 14,000,000 shares of common stock issued and outstanding as of October 20, 2017.
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SECURITY
OWNERSHIP OF CURRENT BENEFICIAL OWNERS AND MANAGEMENT
The
following sets forth the beneficial ownership information after the closing of the Share Purchase Agreement:
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Title of Class
|
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Name and address of Beneficial Owner
|
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Amount and Nature of Beneficial Ownership
|
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Percent of Class
|
|
|
|
|
|
|
|
|
|
|
|
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Common Stock
Par value $.001
|
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Evershine Holdings Limited (1)
|
|
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11,500,000
|
|
|
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84.14
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%
|
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(1)
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Evershine
Holdings Limited is controlled by Mr. Paul Gonzalez, who may therefore be deemed the
beneficial owner of the shares registered in the name of Evershine Holdings Limited.
Mr. Mark Kevin So, the Designee, owns no shares either of the registrant or Evershine
Holdings Limited.
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COMPENSATION
OF DIRECTORS AND OFFICERS
During
the fiscal year ended May 31, 2017, no director or executive officer received any compensation from the Company.
Corporate
Governance
Board of Directors and Committees; Director Independence
We
do not have standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions.
These functions are currently performed by the Board of Directors, which currently consists of one person. We do not have an audit
committee charter or nominating committee charter.
Our
Board of Directors does not currently have an expressed policy with regard to the consideration of any director candidates recommended
by stockholders because the Board of Directors believes that it can adequately evaluate any such nominees on a case-by-case basis.
Our Board of Directors does not currently have any formal minimum criteria for nominees. We have not received any recommendations
for director nominees from any stockholders.
Neither
of the former directors, nor the Designee following the change of control, are “independent” directors under the Nasdaq
Marketplace Rules.
Board
Meetings
During
the Company’s fiscal year ended May 31, 2017, our Board of Directors did not hold any meetings and took no actions by written
consent. We have not yet established a policy with respect to board member’s attendance at annual meetings.
Stockholder
Communications
Our
Board of Directors does not currently have a process for our stockholders to send communications to the Board of Directors
.
Following the change of control
of the Board of Directors, our stockholders can send communications to the new Board of Directors by writing to Mr. Mark Kevin
So,
10 area 9, Luzon Ave, Old Balara, Quezon
City, Philippines.
No
current or prior officer or director has received any remuneration or compensation from the Company in the past two years, nor
has any member of the Company’s management been granted any option or stock appreciation right. Accordingly, no tables relating
to such items have been included within this Item. None of our employees are subject to a written employment agreement nor has
any officer received a cash salary since our founding.
Compensation
of Directors
There
are no agreements to compensate directors for their services.
We
have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the
benefit of our employees.
Termination
of Employment and Change of Control Arrangement
There
are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees,
officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement
or other termination of such person’s employment with the Company, or any change in control of the Company, or a change
in the person’s responsibilities following a change in control of the Company.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Except
for the ownership of the Company’s securities, neither the former directors and officers, nor the Designee, nor any
member of the immediate family of such person, have, to the knowledge of the Company, had a material interest, direct or
indirect, during the two fiscal years ended May 31, 2017 and 2016, in any transaction or proposed transaction which may
materially affect the Company