Current Report Filing (8-k)
August 13 2019 - 2:06PM
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):
August 13, 2019
(July 22, 2019)
Jialijia Group Corporation
Limited
(Exact Name of Registrant
as Specified in Its Charter)
Nevada
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333- 209900
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35-2544765
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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I.R.S. Employer
Identification No.
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Room 402, Unit B, Building
5, Guanghua Community
Guanghua Road, Tianning
District, Changzhou City, Jiangsu Province, China 213000
(Address of principal executive
offices)
Registrant’s telephone
number, including area code:
(86-519) 8980-1180
Not Applicable
(Former name or former
address, 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 registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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None
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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).
Emerging growth company ☒
If an emerging growth company, indicate by check 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 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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From July 22, 2019 to July 29, 2019, Jialijia Group Corporation
Limited (the “Company”) entered into a securities subscription agreement (the “Subscription Agreement”)
with each of fifty-four (54) investors (the “Investors”) who reside outside the United States where the Investors
purchased an aggregate of 3,011,483 shares of the Company’s common stock, par value $0.001 per share, at a price of $0.03
per share. Pursuant to each of the Subscription Agreements, the Company issued its shares of common stock to each Investor in
the respective amounts as set forth in the Subscription Agreement and received the funds in the corresponding amounts as set forth
therein. In addition, on April 20, 2019, Ms. Na Jin, the Chief Executive Officer of the Company, entered into a Subscription Agreement
to purchase 1,000,000 shares of the Company’s common stock at a price of $0.01 per share, and on July 24, 2019, wired the
total purchase price of $10,000 to the Company. The Company and the board of directors (the “Board”) of the Company
considers the stock purchase price of $0.01 per share fair to the Company and its shareholders because such price reflects the
Company’s appreciation to Ms. Jin’s services as the Chief Executive Officer and Chief Financial Officer of the Company.
Ms. Jin has not received any compensation for her services to the Company since she was appointed as the Chief Executive Officer
and Chief Financial Officer on December 29, 2016.
The foregoing description of the Subscription
Agreement is not purported to be complete and qualified by reference to the full text of the Subscription Agreement, which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES
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The disclosures set forth in Item 1.01 of this
Current Report are incorporated by reference herein. The issuance of shares of the Company’s common stock pursuant to the
Subscription Agreement was made in reliance on exemption from registration pursuant to Regulation S, as amended.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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JIALIJIA GROUP CORPORATION LIMITED
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Dated: August 13, 2019
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By:
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/s/ Na Jin
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Na Jin
Chief Executive Officer
(Principal Executive Officer),
Chief Financial Officer
(Principal Financial and Accounting officer),
President
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