ITEM
5.01 Change in Control of Registrant.
On November 22, 2017, the controlling
shareholder of Asia Training Institute, Inc. (the “Company”), Peter H. Tong sold to certain individuals a total of
17,670,000 shares of the Company’s restricted common stock which had previously been issued to Mr. Tong. The sale was the
result of privately negotiated transactions without the use of public dissemination of promotional or sales materials. The buyers
represented that they are each an accredited investor and as such could bear the risk of such investment for an indefinite period
of time and to afford a complete loss thereof.
Security
Ownership of Certain Beneficial Owners and Management.
Following the change in control and
the appointment of new officers and directors as set forth in Item 5.02, below, the following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of November 22, 2017 by (1) all persons who are beneficial
owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive
officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the
rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital
stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own
any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through
the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date
is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which
such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as
of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables
does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.
Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that
power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares
are owned directly, and the percentage shown is based on 19,412,000 shares of Common Stock issued and outstanding.
Title of class
|
Name and address
of beneficial owner
|
Amount of
beneficial ownership
|
Percent
of class
|
Common
|
Cheuk Yi Cheung, Director
Room A 16/F Winbase Centre, 208 Queen’s Rd Central
Hong Kong
|
16,359,000
|
84.27%
|
Common
|
Peter Tong, CFO, Secretary, Director
Room A 16/F Winbase Centre, 208 Queen’s Rd Central
Hong Kong
|
1,330,000
|
6.85%
|
|
Kwok Yuen Luk, CEO, Director
Room A 16/F Winbase Centre, 208 Queen’s Rd Central
Hong KongKwok Yuen Luk
|
741,000
|
3.82%
|
|
|
|
|
|
All Officers and Directors as a Group
|
18,430,000
|
94.9%
|
|
|
|
|
|
Other 5% owners
|
|
|
|
None
|
|
94.9%
|
There are no current arrangements known
to the company, the operation of which may, at a subsequent date, result in a further change in control of the Company.
ITEM 5.02 Departure of Directors
or Principal Officers; Election of Directors
On November 22, 2017, Peter H. Tong
resigned as Chief Executive Officer and President. He will continue to serve as Chief Financial Officer, Secretary and Director.
There were no known disagreements with Mr. Tong on any matter relating to the Company’s operations, policies or practices.
On November 22, 2017, following the
resignation of Peter H. Tong, our Board unanimously approved the appointment of Kwok Yuen Luk as President and Chief Executive
Officer and member of the Board of Directors.
Kwok Yuen Luk
, age 40, has served
as the General Manager of Po Yuen Kok since 2007. He is responsible for implementation of the business plan of the company and
the trading of auction collections. From June of 2013 to present, he has served as the General Manager of Po Yuen International
Auction CO., LTD. Here, he oversees the budget of the auctions held by the company. He has been engaged in the auction industry
for more than 20 years and is highly skilled at utilizing resources both internal and external, in locating target markets, and
in both the planning and implementing strategies of the auctions that the company holds. His auction experience, strong social
skills and leadership make him an asset to the Company and what qualifies him to serve as our President, Chief Executive Officer
and member of our Board.
On November 22, 2017, our Board unanimously
approved the appointment of Cheuk Yi Cheung as Chairman of the Board of Directors
Cheuk Yi Cheung,
age 44, has
served as business manager for Po Yuen Kok since 2007. She is responsible for the daily management of operations and supervises
all major business transactions of Po Yuen Kok. From 1989 to June 1992 she studied at the Guangzhou Vocational School of Tourism
and Business. In 2009, she received her Estate Agent License. In 2013, she established Po Yuen International Auction CO., LTD.
and serves as its Chairman and authorized legal representative. She has over ten years of management in the auction industry and
is highly skilled as a business manager and corporate strategist. Her experience and skills are what we believe qualifies her to
be a member of our Board of Directors.
On November 22, 2017, our Board unanimously
approved the appointment of the following three people as members of our Board of Directors:
Sai Cheung Wong,
age 59, serves
as an appraiser at Po Yuen International Auction CO., LTD. He is responsible for identification and collection of cultural relics.
From May of 2011 to June of 2015, he served as marketing manager of Po Yuen Kok and was also responsible for the trading and identification
of antique collections. He is experienced in market development, customer resources and operations in the auction industry. We
believe his experience and skills in the auction industry is what qualifies him to serve as a member of our Board of Directors.
Donna Fung Yee Chung,
age 60,
has served as manager of Wing Fung Gallery since 1976 and Pagoda Gallery since 1997 where she is responsible for buying and selling
antiques and identification of Chinese ancient porcelain. From 1970 to 1975 she studied at Peizhong English High School. We believe
her experience in identifying high quality ancient porcelain and studies in Qing Dynasty porcelain combined with her extensive
management and social influence make her qualified to be a member of our Board of Directors.
Kai Ming Tai
, age 46, has served
as executive director and general manager for Hong Kong Guosong Business Group Co., Ltd. since April of 2015. He is responsible
for wine sales in duty free stores at entry-exit ports and for import and export formalities imported into Hong Kong or exported
to China, market expansion, advertisement, sales planning, storage and logistics. From September 1987 to June of 1990, he studied
at Zhaoqing Technician Institute. From April 2004 to March 2015, Mr. Tai served as the general manager for Hui Zhen Tang where
he was responsible for price evaluation of artwork and other goods, handling formalities of imports and exports, distribution and
also served as customer liaison. His experience in financial management and risk analysis combined with industry knowledge, public
relations and decision-making skills qualifies him to serve as a member of our Board of Directors.
Cheuk
Yi Cheung and Kwok Yuen Luk are husband and wife. Cheuk Yi Cheung and Kai Ming Tai are sister and brother. Kwok Yuen Luk and Kai
Ming Tai are brother in laws.
There
are no formal compensation agreements with any of our new Officers or Directors at this time.
Our newly-appointed Officers and Directors
have not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years
and have not been the subject of any investigation or enforcement action by the United States Securities and Exchange Commission
or by any state in the United States.