UNITED STATES
SECURITIES AND EXHANGE COMMISSION
WASHINGTON D.C.
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
Amendment No. 1*
EXCEED WORLD,
INC.
|
(Name
of Issuer)
|
|
Common Stock
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(Title
of Class of Securities)
|
30067B
10 2
|
|
(CUSIP
Number)
|
Tomoo
Yoshida
1-23-38-6F
Esakacho, Suita-Shi
Osaka,
Japan
(81)
6-6339-4177
|
|
|
(Name, Address
and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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April
1, 2016
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
.
Note
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
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Names of Reporting Persons.
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
e-Learning Laboratory Co., Ltd.,
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2
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Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3
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SEC Use Only
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4
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Source of Funds WC
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
e-Learning Laboratory, Co., Ltd.,
Japan
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7
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Sole Voting Power 0
;
SEE ITEM 5 OF ATTACHED SCHEDULE
|
8
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Shared Voting Power 0
;
SEE ITEM 5 OF ATTACHED SCHEDULE
|
9
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Sole Dispositive Power 0; SEE
ITEM 5 OF ATTACHED SCHEDULE
|
10
|
Shared Dispositive Power 0; SEE
ITEM 5 OF ATTACHED SCHEDULE
|
11
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Aggregate Amount Beneficially
Owned by Each Reporting Person
0
;
SEE ITEM 5 OF ATTACHED SCHEDULE
|
12
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13
|
Percentage of Class Represented
by Amount in Row (11) 0%: SEE ITEM 5 OF ATTACHED SCHEDULE
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14
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Type of Reporting Person (See
Instructions)
e-Learning Laboratory Co., Ltd.
is “CO”
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|
|
|
|
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ITEM 1.
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SECURITY
AND ISSUER
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This
statement relates to the common stock, $.0001 par value (the "Common Stock") of Exceed World, Inc. (the "Issuer").
The
name and address of the principal executive offices of the Issuer are:
Exceed
World, Inc.
1-23-38-6F Esakacho,
Suita-Shi
Osaka Japan
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ITEM 2.
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IDENTITY
AND BACKGROUND
|
The
reporting person is:
I. (a)
e-Learning Laboratory Co., Ltd. (“e-Learning”).
(b) The principal
office address of e-Learning is 1-23-38-6F Esakacho, Suita-Shi,
Osaka, Japan.
(c)
The principal business of e-Learning is selling and distributing electronic learning programs.
(d)
During the last five years, e-Learning has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last five years, e-Learning has not been a party to a civil proceeding or administrative body of competent jurisdiction
required to be reported hereunder.
(f)
e-Learning was formed under the laws of Japan.
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ITEM 3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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On
January 12, 2016, e-Learning used working capital to acquire 20,000,000 shares of common stock to e-Learning from Thomas DeNunzio.
Following the closing of the share purchase transaction, e-Learning gained a 100% interest in the issued and outstanding shares
of the Issuer’s common stock.
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ITEM 4.
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PURPOSE
OF TRANSACTION
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The
purpose of the transactions between e-Learning and various parties was to initially acquire a controlling interest in the Issuer,
to raise funds to support the operations of e-Learning, and ultimately to be acquired by Issuer. e-Learning no longer owns any
shares of the Issuer and:
(a) does
not have any plans to acquire additional securities of the Issuer or dispose of securities of the Issuer;
(b) does
not have any plans or proposals for any extraordinary corporate transaction such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries;
(c) does
not have any plans to sell or transfer a material amount of assets of the Issuer or any of its subsidiaries;
(d) Upon
e-Learning’s acquisition of 20,000,000 shares of common stock of the Issuer on January 12, 2016, e-Learning appointed Tomoo
Yoshida as director and accepted the resignation of Thomas DeNunzio from the board of directors. Mr. Yoshida remains the sole
director of the Issuer as of the date of this Schedule 13D/A. e-Learning is no longer a shareholder of the Issuer and has no power
or authority to make any changes to the Issuer’s board of directors.
(e) does
not plan to increase authorized capital;
(f) does
not have any plans or proposals for any other material change in the Issuer’s business or corporate structure;
(g) does
not plan to change the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
(h) does
not plan to cause a class of securities to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association;
(i) does
not have any plans or proposals for a class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) does
not have any plans or proposals for any action similar to any of those enumerated above.
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ITEM 5.
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INTEREST
IN SECURITIES OF THE ISSUER
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Item 5 is amended
and restated as follows:
e-Learning
Laboratory Co., Ltd.
On
January 12, 2016, e-Learning entered into a Share Purchase Agreement with Thomas DeNunzio, the sole shareholder of the Issuer
and acquired 20,000,000 shares of common stock of the Issuer. Following the closing of the share purchase transaction, e-Learning
gained a 100% interest in the issued and outstanding shares of the Issuer’s common stock.
On
April 1, 2016, e-Learning entered into stock purchase agreements with 7 Japanese individuals, including Tomoo Yoshida and Keiichi
Koga. Pursuant to these agreements, e-Learning sold 140,000 shares of common stock in total to these individuals and received
$270 as aggregate consideration. Each shareholder paid JPY.215 per share. At the time of purchase the price paid per share by
each shareholder was the equivalent of about $.002.
On
August 9, 2016, e-Learning entered into stock purchase agreements with 33 Japanese individuals. Pursuant to these agreements,
e-Learning sold 3,300 shares of common stock in total to these individuals and received $330 as aggregate consideration. Each
shareholder paid JPY10 per share. At the time of purchase the price paid per share by each shareholder was the equivalent of about
$0.1.
On
October 28, 2016, the Issuer, with the approval of its board of directors and its majority shareholders by written consent in
lieu of a meeting, authorized the cancellation of shares owned by e-Learning. e-Learning had provided consent for the cancellation
of shares. The total number of shares cancelled was 19,000,000 shares.
On
October 28, 2016, the Issuer with the approval of its board of directors and its majority shareholders by written consent in lieu
of a meeting, authorized a forward stock split of its issued common shares effective subsequent to the cancellation of shares
held by particular shareholders. On October 28, 2016, every one (1) share of common stock, par value $.0001 per share, of the
Issuer issued and outstanding was automatically reclassified and changed into twenty (20) shares fully paid and non-assessable
shares of common stock of the Issuer, par value $.0001 per share (“20-for-1 Forward Stock Split”). No fractional shares
were issued. The authorized number of shares, and par value per share, of common stock are not affected by the 20-for-1 Forward
Stock Split.
During
July 2017 and August 2017, e-Learning entered into stock purchase agreements with 24 Japanese individuals, including Tomoo Yoshida
and Keiichi Koga. Pursuant to these agreements, e-Learning sold 2,240,000 shares of Issuer common stock, including 1,000,000 shares
to each Tomoo Yoshida and Keiichi Koga, in total to these individuals and received $38,263 as aggregate consideration.
On
September 26, 2018, e-Learning entered into a Share Purchase Agreement with its indirect parent company, Force Internationale
Limited, a Cayman Island limited company (“Force Internationale”). Under this Share Purchase Agreement, e-Learning
transferred its 14,894,000 shares of common stock of the Issuer (74.5%) to Force Internationale. As consideration for this transfer,
Force Internationale paid $26,000.00 to e-Learning. Immediately subsequent, the Issuer entered into a Share Purchase Agreement
with Force Internationale, to acquire 100% of Force International Holdings Limited, a Hong Kong limited company (“Force
Holdings”) and the 100% direct owner of e-Learning. In consideration of this agreement, the Issuer issued 12,700,000 common
shares to Force Internationale. The result of these transaction is that Force Internationale is a 84.4% owner of the Issuer, the
Issuer is a 100% owner of Force Holdings, and Force Holdings is a 100% owner of e-Learning. As of the date of this Schedule 13D/A,
e-Learning does not own any shares of the Issuer.
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ITEM 6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Except
as described elsewhere in this report, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including
but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with
whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of
the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting
power or investment power over such securities except that disclosure of standard default and similar provisions in loan agreements
need not be included.
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ITEM 7.
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MATERIAL
TO BE FILED AS EXHIBITS
|
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99.1
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Share
Purchase Agreement, dated January 12, 2016, between e-Learning and Thomas DeNunzio (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on
January 12, 2016).
|
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99.2
|
Form
of Stock Purchase Agreement, dated April 1, 2016, between e-Learning and other parties.
|
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99.3
|
Form
of Stock Purchase Agreement, dated August 9, 2016, between e-Learning and other parties.
|
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99.4
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Form of Stock Purchase Agreement,
dated July 7, 2017, between e-Learning and other parties.
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99.5
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Share
Purchase Agreement, dated September 26, 2018 between e-Learning and Force Internationale
Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed
by the Issuer on October 2, 2018)
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October
9, 2018
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e-LEARNING
LABORATORY, CO., LTD.
By: /s/
Tomoo Yoshida
Name: Tomoo
Yoshida
Title:
Director
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