Current Report Filing (8-k)
May 04 2020 - 11:25AM
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): May 4, 2020 (April 29, 2020)
SHENTANG
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-55973
|
|
83-0610554
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
House
1E1, Zhuoyue Weigang North
Nanshan
District, Shenzhen, P.R. China 518000
(Address
of principal executive offices)
(+86)
138-2887-0006
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
|
☐
|
Written
communications 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).
Emerging
growth company ☐
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
|
|
|
|
|
|
|
|
|
|
ITEM 1.01
|
Entry into A Material Definitive Agreement.
|
Stock
Purchase Agreement
On
April 29, 2020, Shentang International, Inc. (the “Company”) entered into and closed the transaction contemplated
by a stock purchase agreement (the “Stock Purchase Agreement”) between the Company, Plentiful Limited, a Samoan company
(the “Purchaser”), and Custodian Ventures, LLC, a Wyoming limited liability company (the “Principal”)
controlled by David Lazar, an individual (together with the Principal, the “Seller”),
the controlling shareholder of the Company. Pursuant to the Stock Purchase Agreement, Purchaser purchased 10,000,000 shares of
preferred stock (the “Shares”) of the Company from the Principal. The full purchase price set forth in the Stock Purchase
Agreement is $240,000, or $0.024, per share. Upon the closing, $225,000 of the purchase price was paid to Principal, and the balance
of $15,000 will be paid once the Company’s common stock has received full DTC eligibility approval, subject to the condition
that such approval must be obtained by June 5, 2020, or a later date as agreed by Purchaser. The Company’s common stock
and preferred stock have different voting rights whereby one share of common stock is entitled to one (1) vote and one share of
preferred stock is entitled to one hundred (100) votes. The Shares represent approximately 98% of the Company’s outstanding
voting power as of the closing. Accordingly, as a result of the transaction, Purchaser became the controlling shareholder of the
Company.
Purchaser
acquired the Shares and now owns the following percentage of the outstanding preferred stock of the Company:
Name
|
|
Number of Shares
|
|
Percent of Preferred Stock
|
Plentiful Limited
|
|
10,000,000
|
|
100%
|
Purchaser
used its working capital to acquire the Shares. Purchaser did not borrow any funds to acquire the Shares.
Prior
to the closing, Purchaser was not affiliated with the Company. However, Purchaser will be deemed an affiliate of the Company after
the closing as a result of its stock ownership interest in the Company.
The
foregoing description of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the provisions
of that document filed as Exhibit 10.1 to this report and incorporated by reference herein.
ITEM
5.01
|
Changes
in Control of Registrant
|
Reference
is made to the disclosure set forth under Item 1.01 of this report, which disclosure is incorporated herein by reference. As a
result of the closing of stock purchase transaction, the control of the Company has been transferred from Principal to Purchaser.
ITEM 5.02
|
Departure of Directors or Principal Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
In
connection with the closing of the stock purchase transaction, on April 29, 2020, David Lazar, the sole director of the Company,
submitted his resignation letter, pursuant to which he resigned from all offices of the Company that he held effective as of the
closing of the stock purchase transaction and from the board of directors effective ten (10) days following the filing of Schedule
14f-1 with the U.S. Securities and Exchange Commission. The resignation of Mr. Lazar was not in connection with any known disagreement
with the Company on any matter. Upon the closing of the stock purchase transaction, on April 29, 2020, Lei Xu was appointed as
a director of the Company and for the offices previously held by Mr. Lazar, effective as of the closing of the stock purchase
transaction.
The
newly appointed director will hold office until her successors have been duly elected and qualified. Except with respect to the
change of control described above, there are no arrangements or understandings between the newly appointed director and any other
persons pursuant to which she was selected as a director.
Ms. Xu has
been a director of Plentiful Limited since October 2018. Prior to joining Plentiful Limited, Ms. Xu was a director at
AMTT Digital Service from 2015 to 2018. Ms. Xu holds a bachelor’s degree from The Open University of China.
Item
9.01 Financial Statements and Exhibits.
(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.
|
Shentang
International, Inc.
|
|
|
|
Dated:
May 4, 2020
|
By:
|
/s/
Lei Xu
|
|
Name:
|
Lei
Xu
|
|
Title:
|
President,
Treasurer and Secretary
|
EXHIBIT
INDEX
4
Shentang (PK) (USOTC:SHNL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Shentang (PK) (USOTC:SHNL)
Historical Stock Chart
From Apr 2023 to Apr 2024