Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Fountain Healthy Aging, Inc.
A Nevada Corporation
Building E, Room 601,
No. 1 Huabao Fubao China Street, Futian District
Shenzhen, P.R. China 518000
___________________________
(+86) 185-6676-1769
Website: N/A
Zhu785435437@163.com
SIC - 2095
Quarterly Report
For the Period Ending: September 30, 2021
(the "Reporting Period")
As of September 30, 2021, the number of shares outstanding of our Common Stock was:
609,316,077
As of June 30, 2021, the number of shares outstanding of our Common Stock was:
600,034,500
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
34,500
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ | No: ☒ |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: ☒ |
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 10 |
Yes: ☐ | No: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Celtic Cross Ltd.: February 25, 2004 to July 17, 2006
eSavingsStore.com, Inc.: July 17, 2006 to July 10, 2007
Immureboost, Inc.: July 10, 2007 to August 27, 2008
Fountain Healthy Aging, Inc.: August 27, 2008 to Present
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The Company was incorporated in Nevada on February 25, 2004. The Company's status with Nevada is active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On February 1, 2021, the Company entered into a share exchange agreement (the "Exchange Agreement"), with Wei Lian Jin Meng Group Limited, a Cayman Islands company ("WLJM Cayman"), and shareholders who together own 100% of the issued and outstanding shares of WLJM Cayman. Pursuant to the terms of the Exchange Agreement, WLJM Cayman's shareholders transferred to the Company all of their shares of WLJM Cayman in exchange for the issuance of 600,000,000 shares of the Company's Common Stock (the "Reverse Merger"). The Reverse Merger was accounted for as a recapitalization of the Company, whereby WLJM Cayman was the accounting acquirer. As of the closing of the Reverse Merger, WLJM Cayman's subsidiaries included (i) Wei Lian Jin Meng (Hong Kong) Company Limited, an investment holding company formed in Hong Kong on September 6, 2019; (ii) Jin You Wei Meng (Shenzhen) Consulting Co., Ltd., an investment holding company formed in the PRC on November 24, 2020; (iii) Shenzhen Wei Lian Jin Meng Electronic Commerce Limited, a company formed in the PRC on October 17, 2017; (iv) Dongguan Dishi Coffee Limited, a company formed in the PRC on October 25, 2018; and (v) Shenzhen Nainiang Coffee Art Museum Limited, a company formed in the PRC on June 20, 2019. As a result of the Reverse Merger, the Company is now a holding company, engaged in providing products and services in the food and beverage industry. Immediately after completion of the Reverse Merger on February 2, 2021, the Company was authorized to issue 750,000,000 shares of Common Stock, of which 600,034,500 shares were issued and outstanding.
On August 16, 2021, the Company entered into and closed another share exchange agreement (the "Acquisition Agreement") with certain equity owners of Shenzhen Nainiang Wine Industrial Co., Ltd., a company formed and operating in the PRC (the "Target Company"), pursuant to which, among other things, the Company issued a total of 9,281,577 shares of the Company's Common Stock (the "Exchange Shares") to the Target Company's owners, in exchange for transferring to the Company's wholly-owned subsidiary, Shenzhen Wei Lian Jin Meng Electronic Commerce Limited, 99% of the total issued and outstanding equity of the Target Company (the "Acquisition"). The Exchange Shares were allocated
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
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among the Target Company's owners pro-rata based on each owner's ownership of the Target Company prior to the Acquisition. On June 3, 2021, pursuant to a separate contract, the Target Company's owners completed transferring 99% equity of the Target Company to Shenzhen Wei Lian Jin Meng Electronic Commerce Limited. Among the Target Company's owners is Ms. Zhu Hong, who is the Company's sole executive and board member, and who in connection with the Acquisition, sold 48% of the Target Company in exchange for receiving 4,500,159 of the Exchange Shares. As a result of the Acquisition, the Company has now assumed the Target Company's business operations, and the Target Company is a 99%-owned subsidiary of the Company. After the Acquisition, the Company has six wholly-owned and one 99%-owned international subsidiaries.
The address(es) of the issuer's principal executive office:
Building E, Room 601,
No. 1 Huabao Fubao China Street, Futian District
Shenzhen, P.R. China 518000
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☒ | No: ☐ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
On January 16, 2019, Custodian Ventures LLC filed an Application for Appointment of Custodian (the "Application") with the District Court in Clark County, Nevada (the "Court"). On April 1, 2019, the Court issued an Order Granting Application for the Appointment of the Custodian. On June 17, 2019, the Court entered an Order Granting Motion to Terminate Custodianship.
2) | Security Information | ||
Trading symbol: | FHAI | ||
Exact title and class of securities outstanding: | Common Stock | ||
CUSIP: | 35069H205 | ||
Par or stated value: | $0.00001 | ||
Total shares authorized: | 750,000,000as of date: September 30, 2021 | ||
Total shares outstanding: | 609,316,077 | as of date: September 30, 2021 | |
Number of shares in the Public Float2: | 34,466 | as of date: September 30, 2021 | |
Total number of shareholders of record: | 18 | as of date: September 30, 2021 |
All additional class(es) of publicly traded securities (if any): None
Transfer Agent
Name: | Signature Stock Transfer, Inc. |
2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
OTC Markets Group Inc. | |
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Phone: | (972) 612-4120 | |
Email: | jason@signaturestocktransfer.com | |
Address: 14673 Midway Road, Suite 220, Addison, TX 75001 | ||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares | Opening Balance: | ||||||||||
Outstanding as of | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||||
January 1, 2019 | Common: 101,950,002 | ||||||||||
Preferred: 0 | |||||||||||
Date of | Transaction | Number of | Class of | Value of | Were | Individual/ Entity | Reason for share | Restricted or | Exemption | ||
Transaction | type (e.g. | Shares | Securities | shares | the | Shares were | issuance (e.g. for | Unrestricted | or | ||
new | Issued (or | issued | shares | issued to | cash or debt | as of this | Registration | ||||
issuance, | cancelled) | ($/per | issued | (entities must | conversion) | filing. | Type. | ||||
cancellation, | share) at | at a | have individual | -OR- | |||||||
shares | Issuance | discount | with voting / | Nature of | |||||||
returned to | to | investment | Services | ||||||||
treasury) | market | control | Provided | ||||||||
price at | disclosed). | ||||||||||
the time | |||||||||||
of | |||||||||||
issuanc | |||||||||||
e? | |||||||||||
(Yes/No) | |||||||||||
April 24, 2019 | New | 205,000,000 | Common | $0.00001 | Yes | Custodian | Cash and | Restricted | Exemption: | ||
issuance | Ventures LLC | promissory note | Section | ||||||||
(control person: | 4(a)(2) of | ||||||||||
David Lazar) | the | ||||||||||
Securities | |||||||||||
Act | |||||||||||
September 24, | Redemption | 105,000,000 | Common | $0.00001 | Yes | Custodian | N/A | N/A | N/A | ||
2019 | /Cancellatio | Ventures LLC | |||||||||
n | (control person: | ||||||||||
David Lazar) | |||||||||||
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 10 |
September 24, | New | 100,000,000 | Series A | $0.00001 | Yes | Custodian | Exchange | Restricted | Exemption: |
2019 | issuance | Preferred | Ventures LLC | (100,000,000 | Section | ||||
(control person: | shares of | 4(a)(2) of | |||||||
David Lazar) | Common for | the | |||||||
Series A | Securities | ||||||||
Preferred) | Act | ||||||||
December 31, | Reverse | 517 | Common | N/A | N/A | N/A | N/A | N/A | N/A |
2019 | stock split | ||||||||
(1 for | |||||||||
3,000)* | |||||||||
February 2, 2021 | New | 120,000,000 | Common | $0.00001 | Yes | Sunshine | Shares in | Restricted | Exemption: |
issuance | Beauty Limited | reverse | Section | ||||||
(BVI) (control | takeover | 4(a)(2) of | |||||||
person: Hong | ("RTO") | the | |||||||
Zhu) | company | Securities | |||||||
Act | |||||||||
February 2, 2021 | New | 6,000,000 | Common | $0.00001 | Yes | Sunshine | Shares in RTO | Restricted | Exemption: |
issuance | Wisdom Limited | company | Section | ||||||
(BVI) (control | 4(a)(2) of | ||||||||
person: Yanyan | the | ||||||||
Gu) | Securities | ||||||||
Act | |||||||||
February 2, 2021 | New | 240,000,000 | Common | $0.00001 | Yes | Sunshine | Shares in RTO | Restricted | Exemption: |
issuance | Technology | company | Section | ||||||
Limited (BVI) | 4(a)(2) of | ||||||||
(control person: | the | ||||||||
Aiyun Ye) | Securities | ||||||||
Act | |||||||||
February 2, 2021 | New | 234,000,000 | Common | $0.00001 | Yes | Sunshine Power | Shares in RTO | Restricted | Exemption: |
issuance | Limited (BVI) | company | Section | ||||||
(control person: | 4(a)(2) of | ||||||||
Jianyong Zhu) | the | ||||||||
Securities | |||||||||
Act | |||||||||
August 16, 2021 | New | 4,500,159 | Common | $0.00001 | No | Hong Zhu | Shares in target | Restricted | Exemption: |
issuance | company | Section | |||||||
4(a)(2) of | |||||||||
the | |||||||||
Securities | |||||||||
Act | |||||||||
August 16, 2021 | New | 4,781,418 | Common | $0.00001 | No | Century | Shares in target | Restricted | Exemption: |
issuance | Zongheng | company | Section | ||||||
Investment | 4(a)(2) of | ||||||||
Holding | the | ||||||||
(Shenzhen) Co | Securities | ||||||||
Ltd (control | Act | ||||||||
person: | |||||||||
Shaoxuan | |||||||||
Huang) | |||||||||
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 10 |
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Fountain Healthy Aging Inc. published this content on 13 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 January 2022 20:20:00 UTC.