ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 24, 2022, the registrant's majority shareholder, Small Cap
Compliance, LLC, entered into a Stock Purchase Agreement (the "Agreement") with
Chi Ching Hung. As per the terms of the Agreement, Small Cap Compliance, LLC
sold its control block of stock, 1,000,000 shares of Convertible Series A
Preferred Stock to Chi Ching Hung and the Company issued 100,000,000 shares of
Restricted Common Stock for the purchase price of $240,000 (See Exhibit
10.2 )
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On December 14, 2022, a change in control of the Company occurred by virtue of
the Company's largest shareholder, Small Cap Compliance, LLC, selling 1,000,000
shares of the Convertible Series A Preferred Stock and the Company issuing
100,000,000 shares of Restricted Common Stock to Chi Ching Hung. Such shares
represent 100% of the Company's total issued and outstanding shares of
Convertible Series D Preferred Stock and 77% of the Company's total issued and
outstanding shares of Common Stock. As part of the sale of the shares, Ms.
Keaveney, owner of Small Cap Compliance, LLC, arranged with Ms. Hung prior to
resigning as the sole Officer and member of the Company's Board of Directors and
to appoint new officers and directors of the Company. (see Item 5.02 below and
Exhibit 10.3 )
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective December 14, 2022, the Company accepted the resignation of Rhonda
Keaveney as the sole Officer of the Company and as the sole member of the
Company's Board of Directors. The resignation of Ms. Keaveney was not due to any
disagreement with the Company on any matter relating to its operations, policies
or practices. Simultaneously the following Officers and Directors were elected:
Chi Ching Hung as its Chairwoman and Director
Chi Wai Woo as its President, CEO, Treasurer, CFO and Director
Timothy Chee-Yau Lam as its Secretary
The officers and directors have extensive knowledge in the management and
regulatory compliance of micro-cap public companies. In addition, all officers
are currently holding and have previously held positions of officers and
directors for publicly traded companies.
Mr. Lam has over 15 years of experience practicing law in Australia and Hong
Kong.
Mr. Woo has extensive finance experience and has held positions of
Partner-Global Capital Markets Team at National Investments Fund Ltd. and Deputy
Manager-Project Financing at China Construction Holdings Ltd.
Ms. Hung has majority shareholder control as stated in the Stock Purchase
Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Exhibits.
10.2 Stock Purchase Agreement, between the Small Cap Compliance, LLC and
Chi Ching Hung dated November 7, 2022.
10.3 Resignations and appointment of officers and directors
2
© Edgar Online, source Glimpses