Item 5.01 Changes in Control of Registrant.
On June 27, 2022, as a result of a private transactions, 3,000,000 shares of
common stock, $0.001 par value per share (the "Shares") of Charmt, Inc., a
Nevada corporation (the "Company"), were transferred from Gediminas Knyzelis to
ZHOU XUAN (the "Purchaser"). As a result, the Purchaser became holders of
approximately 77.5% of the voting rights of the issued and outstanding share
capital of the Company and became the controlling shareholder. The consideration
paid for the Shares was $350,000. The source of the cash consideration for the
Shares was personal funds of the Purchaser. In connection with the transaction,
Gediminas Knyzelis released the Company from all debts owed to him.
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 Arrangements of Certain Officers.
On June 27, 2022, the existing director and officer resigned immediately.
Accordingly, Gediminas Knyzelis, serving as a director and an officer, ceased to
be the Company's Chief Executive Officer, Chief Financial Officer, President,
Treasurer, Secretary and a Director. At the effective date of the transfer, ZHOU
XUAN consented to act as the new Chief Executive Officer, Chief Financial
Officer, President, Treasurer, Secretary and a Director of the Company,
ZHOU XUAN, Chairman/CEO - Age 47, graduated from a secondary school in China in
July 1993.
From September 2016 to April 2022, he founded his own company called Guangdong
Guochun International Trade Limited focusing on commodity trading in China. He
served as the Chairman of the company and was responsible for the leadership,
the formulation of marketing strategy and resource integration, while also
participated in the company's financial and accounting works.
Starting from April 2022, he founded Guochun Internet Technology Holding
(Hangzhou) Limited, focusing on e-commercial and offline product sales. He
served as the Chairman of the company is responsible for the company management,
financial and accounting, marketing strategy and daily operation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 STOCK PURCHASE AGREEMENT dated June 27, 2022, by and between Gediminas
Knyzelis and ZHOU XUAN
99.2 DIRECTORS RESOLUTIONS OF CHARMT, INC. dated June 27, 2022
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