Amended Current Report Filing (8-k/a)
February 14 2022 - 6:31AM
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2021-12-22
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (date of
earliest event period) December 22, 2021
SHENGSHI ELEVATOR INTERNATIONAL HOLDING GROUP, INC.
(Exact name of Registrant
as specified in its charter)
Nevada
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333-213608
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38-3995730
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(State or other jurisdiction
of
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(Commission File Number)
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(IRS employer
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Incorporation or organization)
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identification no.)
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Room 2106, Beautiful Group Tower, 77 Connaught Road Central, Hong Kong
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(Address of principal executive
offices)
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Registrant’s telephone
number, including area code: +852 4620 9298
50 W Liberty Street, Suite
880, Reno, Nevada, 89501
(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 obligations of the Registrant under any of the following
provisions:
☐ 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))
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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N/A
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N/A
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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 (§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.
EXPLANATORY NOTE
This Amendment No. 1
on Form 8-K/A is being filed by the Company to amend its current report on Form 8-K filed with the Securities and
Exchange Commission (“SEC”) on January 12, 2022 (the “Original Report”), solely to provide the disclosures required
by Item 5.01 and Item 5.02 of Form 8-K that were omitted from the Original Report. Except as otherwise provided herein, the disclosures made in
the Original Report remain unchanged.
Item 5.01 Changes in Control of Registrant
On December 22, 2021,
a Stock Purchase Agreement was entered into between NYJJ (Hong Kong) Limited (the “Seller”) and Atlantis Glory Company Limited
(the “Purchaser”), whose controlling person is Ms. CHENG, Sau Heung, wherein the Purchaser purchased 10,000,000 shares of
Series A Preferred Shares, par value $0.001 per share (the “Shares”), of Shengshi Elevator International Holding Group, Inc.,
a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately 90% holder of the voting rights
of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The consideration
paid for the Shares was $400,000. The source of the cash consideration for the Shares was personal fund of the controlling person of
Purchaser.
Other than as described
below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to
the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by
reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain
Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangement of Certain Officers
On January 3, 2022, the sole officer and director
of the Company, David Lazar, tendered his resignations as Director, President, Chief Executive Officer, Secretary, and Treasurer of the
Company, and appointed Ms. CHENG, Sau Heung as new President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company,
effective January 5, 2022.
Ms. CHENG, Sau Heung, age 38, is a businessperson
who has been the executive member of multiple companies in the field of finance and corporate services; namely: Director, Shareholder
& Secretary of Goodwill Professional Consultant Limited since 2020.; President, CEO, CFO, Director & Secretary of Atlantis Glory
Company Limited since 2021.; President, CEO, CFO, Director & Secretary of Atlantis Glory Group Limited (BVI) since 2021; Director
at China Oil Gang Xin Holdings Financial Limited (Seychelles) since 2019; Company Secretary at Ever Fountain Asset Management Limited
since 2019; Secretary at APLUS Fund Services Limited since 2019; Secretary at APLUS Holdings Group LTD (Seychelles) since 2019; Secretary
at AGENIUS LIMITED since 2021; Secretary at AGENIUS Holdings Limited since 2021; Executive Assistant to Managing Director of AYASA GLOBO
since 2018, handled the Merger and Acquisition with Prosperous Future Holdings Limited (SEHK: 1259) in 2020; In 2018, Ms. Cheng previously
acted as Deputy Money Laundering Reporting Officer (DMLRO) of different private equity funds specialising in advice and guidance on AML
Regulations.
Ms. CHENG, Sau Heung currently acts as the President,
Chief Executive Officer, Secretary, Treasurer, and Director of Shengshi Elevator International Holding Group Inc., specialising in business
growth, profitable growth and marketing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Shengshi Elevator International Holding
Group, Inc.
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Date: February
14, 2022
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/s/ CHENG, Sau Heung
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By:
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CHENG, Sau Heung
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Title:
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CEO, Director
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