Current Report Filing (8-k)
July 12 2019 - 3:14PM
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): July 12, 2019 (July 10, 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
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(Commission
File Number)
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I.R.S.
Employer
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Incorporation
or Organization)
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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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☐
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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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☐
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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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July 10, 2019, Jialijia Group Corporation Limited (the “Company”) entered into a share purchase/exchange agreement
(the “Exchange Agreement”) with Huazhongyun Group Co., Limited (“Huazhongyun”) and Jin Na, the sole shareholder
of Huazhongyun (the “Shareholder”) and the Chief Executive Officer of the Company. Huazhongyun owns 6,000,000 shares
(the “Company Shares”) of the Company, which represent approximately 82% of the shares of the Company’s common
stock, issued and outstanding, par value $0.001 per share. The Shareholder owns an aggregate of 10,000 ordinary shares of Huazhongyun
(“Huazhongyun Shares”), which constitute all of the issued and outstanding shares of Huazhongyun.
Pursuant
to the Exchange Agreement, among other matters, the Shareholder will sell and transfer all of the Huazhongyun Shares in exchange
for all of the Company Shares. As a result, the Shareholder will directly own the Company Shares, which represent approximately
82% of the issued and outstanding shares of the Company’s common stock and Huazhongyun will become a wholly-owned subsidiary
of the Company.
The
foregoing description of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of
which is attached hereto as Exhibit 10.1 and hereby incorporated by reference into this item 1.01.
ITEM
9.01 FINANCIAL STATEMENTS AND 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:
July 12, 2019
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BY:
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/s/
Jin Na
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Jin Na
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Chief
Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting
officer), President
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2
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