Current Report Filing (8-k)
April 11 2018 - 5:17PM
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) April 3, 2018
Commission
file number: 333-198615
Po Yuen Cultural Holdings
(Hong Kong) Co., Ltd.
(Exact name
of Company as specified in its charter)
Nevada
|
|
47-1100063
|
(State or other jurisdiction
|
|
(IRS Employer
|
of incorporation or organization)
|
|
Identification number)
|
Room
A, 16/F, Winbase Centre, 208 Queen's Road Central, Sheung Wan, Hong Kong
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(852) 2350 1928
(Company’s
Telephone Number, Including Area Code)
NA
(Former
name, former address and former fiscal year, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any
of the following provisions:
·
Written communication 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))
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 8.01 Other Events.
On April 3, 2018, the board of directors
of Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. (the “Company”), reacquired 18 million shares of the Company’s
common stock from certain shareholders, without consideration, out of the 19 million shares held by this group immediately prior
to returning the shares to us, as reflected in the table below. The shares have been returned to the Company as non-voting Treasury
stock.
Security
Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain
information known to us with respect to the beneficial ownership of our common stock as of April 9, 2018 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 1,412,000 shares of Common Stock issued and outstanding.
Title of class
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Name and address
of beneficial owner
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Prior Beneficial
Ownership
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Current Beneficial
Ownership
|
Percent
of class
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Common
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Cheuk Yi Cheung, Director
Room A, 16/F, Winbase Centre
208 Queen’s Road Central
Sheung Wan, Hong Kong
|
|
861,000
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61%
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Common
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Kwok Yuen Luk, CEO and Director
Room A, 16/F, Winbase Centre
208 Queen’s Road Central
Sheung Wan, Hong Kong
|
|
39,000
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2.7%
|
Common
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Peter Tong, CFO, Secretary and Director
218 Tilton Ave #301, San Mateo CA 94401
|
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70,000
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5 %
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All Officers and Directors as a Group
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970,000
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68.7%
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|
|
|
|
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Other owners
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|
|
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Common
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Kai Chi To
1/F-2/F, No 15 11
th
Lane, Sha
Kok Mei Village, Sai Kung
New Territories, Hong Kong
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30,000
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2.1 %
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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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.
By:
/s/Peter Tong
Name: Peter Tong
Title: Chief Financial Officer, Secretary and Director
Date: April 11, 2018
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