Item 5.01 Changes in Control of Registrant
Immediately prior
to the Closing, the Seller owned 2,185,710,000, or approximately 99%, of the issued and outstanding shares of Common Stock and
Mr. David Lazar served as the President, Secretary, Treasurer and Sole Director. In connection with the Closing, Mr.
Lazar resigned from the executive officers and sole director positions he held with the Company, and the Company appointed
Zhicheng
Rao and Shifei Wang as Co-Chairman of the Board and Long Chen, Qiulin Shi, and Futong Liu as directors of the Company effective
on March 5, 2019.
Upon the Closing, the Buyer owned 99% of the issued and outstanding Common Stock of the Company. In
addition, as of the Closing, Long Chen has been appointed as Chief Executive Officer, Qiulin Shi has been appointed as Chief Financial
Officer, Lichen Guo has been appointed as Secretary, and Zen Albert Hong has been appointed as Assist Secretary of the Company
effective as of March 6, 2019.
The following table
sets forth certain information regarding the beneficial ownership of the Common Stock as of immediately following the Closing on
March 7, 2019, by (i) each person known by the Company to be the beneficial owner of 5% or more of the outstanding Common Stock,
(ii) each executive officer and director of the Company, and (iii) all of the Company’s executive officers and directors
as a group. The address of the officers and directors unless otherwise indicated is Room 1704, 17
th
Floor,
Unit 1, Building 5, No. 8 Yard, North Panlong Road, High-Tech Development Zone, Baoji, Shaanxi Province, PRC, 721000.
|
Name
of Buyer
|
Number
of Shares (1)
|
Percentage
of Class (2)
|
|
Zhicheng Rao*
|
2,185,710,000
|
99%
|
|
Shifei Wang*
|
0
|
N/A
|
|
Long Chen*
|
0
|
N/A
|
|
Qiulin Shi*
|
0
|
N/A
|
|
Futong Liu*
|
0
|
N/A
|
|
Lichen Guo*
|
0
|
N/A
|
|
Zen Albert Hong*
|
0
|
N/A
|
|
All Directors and Officers as a group
|
2,185,710,000
|
99%
|
* Director and/ or executive officer.
(1) Under
Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to
direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information
is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2) Based
on 2,207,000,000 shares of Common Stock issued and outstanding as of the Closing.
The disclosure set
forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
The disclosure set
forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference. The written resignation letter
of Mr. David Lazar is filed as Exhibits 17.1, to this Current Report on Form 8-K and are incorporated herein by reference.
Prior
to the date of the Closing, our Board of Directors consisted of a sole director, Mr. David Lazar. Mr. Lazar has submitted a letter
of resignation and Zhicheng Rao, Shifei Wang, Long Chen, Qiulin Shi, and Futong Liu have been appointed to our Board of Directors
as of Closing. In addition, effective on the date of the Closing, Mr. Lazar resigned from his officer positions with the Company
and we appointed Long Chen as Chief Executive Officer, Qiulin Shi as Chief Financial Officer, Lichen Guo as Secretary, and Zen
Albert Hong as Assist Secretary of the Company effective as of Closing.
The
following table sets forth the name, age, and position of our officers and directors. Executive officers are elected annually by
our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is
elected and qualified.
Mr. Zhicheng Rao, age
53, serves as our Co-Chairman of the Board. Mr. Rao worked as Vice President responsible for business management and operation
of Qinghai Zhongke Jiexin High-Tech Co., Ltd., a chemical material production company located in Qinghai Province, China from June
2013 to July 2016, and worked as Vice President of Guozi Zhongyu Investment Holdings Co, Ltd. located in Shanghai City, China from
August 2016 to January 2019. Mr. Rao received high school degree from The Third Middle School of Changshan County, Zhejiang Province
in 1983.
Mr. Shifei Wang, age
42, serves as Co-Chairman of the Board. Mr. Jiang served as business manager of Qingdao Coastal Food Co., Ltd., a food production
and processing company located in Qingdao City, Shandong Province from January 2013 until today. Mr. Wang received bachelor degree
in Film and TV Advertising major from College of Literature of Shanghai University in 2002.
Mr. Long Chen, age
46, serves as our director and Chief Executive Officer. Mr. Chen was business owner of Chen Long Feed Business, an agriculture,
processing and feed sales business located in Yan Cheng City, Jiangsu Province, China from January 2013 until December 2016. Mr.
Chen was business owner of a restaurant in catering chain operation in Nanjing City, Jiangsu Province from January 2016 until December
2018. Mr. Chen received high school degree from Junior High School She Yang New East of Yan Cheng City, Jiangsu Province in 1991.
Ms. Qiulin Shi, age
62, serves as our director and Chief Financial Officer. Ms. Shi served as Office Director responsible for company administration
of Shenzhen Jiexin Asset Management Co., Ltd. located in Shenzhen City, China from May 2013 until December 2018. Ms. Shi received
high school degree from JiGuang High School in 1976.
Ms. Futong Liu, age
44, serves as our director. Mr. Liu served as sales manager responsible for sales channel promotion of Changsha manufacturer shang
mei silk flagship store located in Chang Sha Province, China from April 2014 until now. Mr. Liu received bachelor degree in music
major from Harbin Central Music College in 1996.
Mr.
Lichen Guo, age 26, serves as our Secretary. Mr. Guo served as graphic designer of Beijing Zhida Tianxia Audiovisual Technology
Co., Ltd. responsible for the company’s daily advertising design and event planning from 2014 to 2015; he served as Director
of Sales of Heilongjiang Lefen E-commerce Co., Ltd. responsible for the establishment and training of the company’s sales
team and responsible for the company’s external investment, regional and merchant investment cooperation from 2015 to 2016;
he served as legal representative and Manager of Daqing Rubik E-commerce Co. from 2016 to 2017; and he served as financial lecturer
of Guozi Zhongyu Investment Holdings Co., Ltd. responsible for company road show presentations and in-depth analysis of the project
from 2017 until today. Mr. Guo received bachelor’s degree in advertising design major from Harbin University of Commerce
in 2015.
Mr. Zen Albert Hong,
age 54, serves as our Assistant Secretary. Mr. Hong served as Senior Consultant of Andersen Consulting, Arthur Andersen &
CO.,S.C (now Accenture) from 1991 to 1995; served as Senior Manager of Deloitte Consulting located in Santa Ana, California from
1996 – 2001; served as General Manager of Shanghai First Enterprises Corporation. located in Shanghai, China from 2002 –
2006; served as Director and Senior Vice President of First Enterprises Corporation. located in Hong Kong from 2007 to 2010; served
as Chief Executive Officer of Obsidian Grobal Consulting, Ltd. located in Hong Kong and California from 2011 to 2017; and served
as Chief Executive Officer of Fuquan Investment Management USA Company located in California from 2018 until present. Mr. Hong
received Master of Science degree in Economics major from Northern Illinois University from 1986 to 1989; received Master of Science
degree in Management Information System from Northern Illinois University from 1989 to 1990 and received Master of Business Management/
EMBA from Suzhou University of Science and Technology located in Suzhou, China from 2006 to 2007.
Family Relationships
None of the directors or officers of
our company are related by blood or marriage.
Corporate Governance
Board Committees
We currently does not have nominating,
compensation or audit committees or committees performing similar functions nor does the Company have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes
that the functions of such committees can be adequately performed by the board of directors.
Our board of directors has determined that we do not have a board member that qualifies as an "audit
committee financial expert." We believe our board members
Shifei
Wang and Futong Liu qualify as "independent director" as the term used in Item 7(d)(3)(iv)(B) of Schedule 14A under
the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.
We believe that our board of directors
is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial
reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because management
believes that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe
that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated
any positive cash flows from operations to date.
Director Independence
We believe our board members Shifei
Wang and Futong Liu are qualified as independent directors, as the term "independent" is defined by the rules of the
Nasdaq Stock Market.