ITEM 8.01 - OTHER EVENTS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report (the "Report") contains forward-looking statements,
including, without limitation, in the sections captioned "Description of
Business," "Risk Factors," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere. Any and all
statements contained in this Report that are not statements of historical fact
may be deemed forward-looking statements. Terms such as "may," "might," "would,"
"should," "could," "project," "estimate," "pro-forma," "predict," "potential,"
"strategy," "anticipate," "attempt," "develop," "plan," "help," "believe,"
"continue," "intend," "expect," "future," and terms of similar import (including
the negative of any of the foregoing) may be intended to identify
forward-looking statements. However, not all forward-looking statements may
contain one or more of these identifying terms. Forward-looking statements in
this Report may include, without limitation, statements regarding (i) the plans
and objectives of management for future operations, (ii) a projection of income
(including income/loss), earnings (including earnings/loss) per share, capital
expenditures, dividends, capital structure or other financial items, (iii) our
future financial performance, including any such statement contained in a
discussion and analysis of financial condition by management or in the results
of operations included pursuant to the rules and regulations of the
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:
? Market acceptance of our products and services;
? Competition from existing products or new products that may emerge;
? The implementation of our business model and strategic plans for our business and our products; ? Estimates of our future revenue, expenses, capital requirements and our need for financing;
? Our financial performance;
? Current and future government regulations;
? Developments relating to our competitors; and
? Other risks and uncertainties, including those listed under the section title "Risk Factors." 3
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.
Readers should read this Report in conjunction with the discussion under the
caption "Risk Factors," our financial statements and the related notes thereto
in this Report, and other documents which we may file from time to time with the
USE OF DEFINED TERMS
Except where the context otherwise requires and for the purposes of this report only:
? "we", "us", "our company", "our" and "Company" refer to the combined business ofFuture International Group Corp. and its proposed consolidated subsidiaries; and Beijing Hieason is establishing a VIE structure in order to be acquired by the Company.
? "China" "Chinese" and "PRC," refer to
? "SEC" refers to the
? "Renminbi" and "RMB" refer to the legal currency of the PRC;
? "U.S. dollars", "dollars" and "$" refer to the legal currency ofthe United States ; ? "Securities Act" refers to the United States Securities Act of 1933, as amended; and ? "Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended.
Solely for the convenience of the reader, this report contains conversions of
certain RMB amounts into
BACKGROUND
We were incorporated as
Effective
In addition, with respect to the above described Securities Purchase Agreement
with
4
In connection with the above transactions, the Company has ceased its operations and became a "shell company" as defined under Rule 405 promulgated under the Securities Act of 1933, as amended.
On
On
1. Changed the name of the Company from "Pacman Media Inc. " to "Future International Group Corp. ," 2. Increased the authorized shares of common stock,$0.001 par value, from 75,000,000 to 500,000,000 shares, and 3. Created a class of preferred stock,$0.001 par value, called the Class A Preferred Stock in the amount of 10,000,000 authorized shares, with each share of Class A Preferred Stock having 100 votes to be cast with respect to any and all matters presented to shareholders for a vote whether at a meeting of shareholders or by written consent. Apart from the voting rights stated in the preceding sentence, the Class A Preferred Stock shall have no other rights, privileges or preferences.
On
On
On
Upon completion of the WOFE establishment, it is anticipated that
Beijing Hieason Hong Kong owns 100% of the issued and outstanding capital stock
of
5
Presently, we have 90,000,000 shares of common stock,
The proposed corporate structure post Share Exchange Agreement is set forth below;
[[Image Removed]]
Beijing Hieason PRC Business History.
Beijing Hieason PRC commenced is operations in
Its augmented reality (AR) technology fuses virtual information, images, videos in real time to improve people's experience about the reality. Beijing Hieason PRC's AR technologies are built on internally developed algorithms and software programs manifested in Beijing Hieason PRC's own Eyegic APP, which can be used via Wechat Mini Program on their smartphones. By superimposing multimedia, three-dimensional modeling, real-time tracking and registration of intelligent interactive sensing advertising with reality, Beijing Hieason PRC uses its technologies to create rich sensory experience for both its business clients and end users. The Company's technologies provide impactful and unprecedented marketing and promotional tools for product and services and represent a quantum leap from conventional marketing and promotion, like print and video mediums. Conventional marketing and promotional efforts are static presentations, which contrast greatly with promotional efforts using our highly advanced, technological applications.
Different from its AR technology, Beijing Hieason PRC's virtual reality (VR) technology is based on hardware (both standalone VR HMD and PC-VR headsets). VR is an integrated technology of computer science, electronics, multisensory technology, human-computer interaction and other technologies designed to create an immersive and interactive virtual world with lively imagination by simulating the real world. Beijing Hieason PRC has focused its VR R&D resources to Chinese K-12 education. It has develop a classroom administrative software and hundreds of VR courses to assist students learn various courses, including physics, chemistry, geography, biology, mathematics, English and safety training.
6 Our Products.
Commercially Launched Products.
We have developed and commercially launched two applications which are being
used throughout the PRC, our Eyegic App and our Smart Interactive
Eyegic App milestones. . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Letter of Intent datedMarch 18, 2020 by and between Future 99.1International Group Corp. , aNevada company and Beijing Hieason AR Ltd., aCayman Island company. 99.2 Unaudited Consolidated Financial Statements of Beijing ARhieason Co., Ltd. for the annual periods endedDecember 31, 2018 and 2017. 42
© Edgar Online, source