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 Securities and Exchange Commission ("SEC"), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

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."





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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 SEC.





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
    of Future 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 the People's Republic of China;

? "SEC" refers to the United States Securities and Exchange Commission;

? "Renminbi" and "RMB" refer to the legal currency of the PRC;






?   "U.S. dollars", "dollars" and "$" refer to the legal currency of the 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 U.S. dollars at specified rates. No representation is made that the RMB or U.S. dollar amounts referred to in this report could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. See "Risk Factors-Risks Related to Doing Business In China - GOVERNMENTAL CONTROL OF CURRENCY CONVERSION MAY AFFECT THE VALUE OF YOUR INVESTMENT" for a discussion of the effects on the exchange rates.





BACKGROUND


We were incorporated as Pacman Media Inc. under the laws of the State of Nevada on September 25, 2013. The Company initially commenced operations as a developer of mobile apps to be used on smartphones, tablet computes, and other mobile devices.

Effective March 29, 2019, a change of control occurred with respect to Pacman Media Inc. ("Company"). Pursuant to a Securities Purchase Agreement entered into by and among the Company, Mr. David Mark Evans ("Seller") and Hillhouse Shareholding Group Co. ("Buyer"), Buyer acquired from Seller 4,000,000 shares of common stock of Company. In addition, pursuant to a separate Stock Purchase Agreement by and among Hillhouse Shareholding Group Co ("Hillhouse"), as buyer, and certain other shareholders of the Company, Hillhouse acquired an additional 2,257,000 shares of common stock of the Company. The total number of shares of common stock acquired by Hillhouse is 6,257,000, and all such shares now held by Hillhouse are "restricted" and/or "control" securities. As additional consideration for entering into the Securities Purchase Agreement, at closing, the Seller assumed all of the liabilities of the Company, waived all amounts due to him by the Company and the Company assigned all assets to the Seller.

In addition, with respect to the above described Securities Purchase Agreement with Mr. Evans, Mr. Evans, the sole officer and director of the Company, resigned as a director of the Company and Mr. Guobin Su was appointed the sole director and President of the Company. As of that date, Mr. Evans remained as Chief (Principal) Executive Officer and Chief (Principal) Financial Officer.






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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 April 24, 2019, Mr. Evans resigned in all capacities as an officer of the Company including as the Company's Chief (Principal) Executive Officer and Chief (Principal) Financial Officer. On the same date, Mr. Guobin Su was appointed the Company's new Chief (Principal) Executive Officer and Chief (Principal) Financial Officer, Secretary and Treasurer.

On May 2, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State which;





    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 May 7, 2019, the Company received approval from FINRA for the name change of the Company. In addition, the Company's new symbol is "FIGM."

On September 25, 2019, the Company and Hillhouse Shareholding Group Co., Ltd. ("Hillhouse") entered into a loan conversion agreement. Pursuant to the agreement, Hillhouse converted (i) $6,257 and received 6,257,000 shares of the Company's Class A Preferred Stock and (ii) $83,740 and received 83,740,000 shares of the Company's common stock. The Class A Preferred Stock has 100 to 1 voting rights per share.

On March 18, 2020, we entered into a non-binding Letter of Intent with Beijing Hieason Cayman, pursuant to which the parties agreed to enter into a Share Exchange Agreement with affiliated companies of Beijing Hieason Cayman and its shareholders (the "Stock Exchange Agreement"). On or before June 30, 2020, the parties plan to enter into the Share Exchange Agreement upon establishment of the "variable interest entities," including a Wholly Owned Foreign Entity ("WOFE") under PRC law.

Upon completion of the WOFE establishment, it is anticipated that Future International Group Corp. ("FIGM") will enter into the Share Exchange Agreement with Beijing Hieason AR Ltd, a Cayman Islands company ("Beijing Hieason Cayman") and its shareholders pursuant to which FIGM acquired all of the issued and outstanding capital stock of Beijing Hieason Cayman. Beijing Hieason Cayman owns 100% of the issued and outstanding capital stock of Beijing Hieason AR Ltd, a Hong Kong company ("Beijing Hieason Hong Kong").

Beijing Hieason Hong Kong owns 100% of the issued and outstanding capital stock of Beijing Hieason Technology International Group Co. Ltd, a wholly foreign owned enterprise incorporated under the laws of the People's Republic of China ("PRC") ("Beijing Hieason Technology"). Immediately prior to the Share Exchange Agreement, it is anticipated that Beijing Hieason Technology will enter into a series of contractual agreements with Beijing Hieason Technology Co. Ltd, a company incorporated under the laws of the PRC ("Beijing Hieason PRC"), and its shareholders. Beijing Hieason is the operating company and pursuant to the agreements, Beijing Hieason Technology effectively assumed management of the business activities of Beijing Hieason PRC. The contractual arrangements will be comprised of a series of agreements, including a Consulting Services Agreement, Operating Agreement, Proxy Agreement, and Option Agreement, through which Beijing Hieason Technology will have the right to advise, consult, manage and operate Beijing Hieason PRC for a quarterly fee in the amount of 100% of Beijing Hieason PRC's quarterly, after tax net profits. Additionally, Beijing Hieason's Shareholders will have pledged their rights, titles and equity interest in Beijing Hieason PRC as security for Beijing Hieason Technology to collect consulting and services fees provided to Beijing Hieason Technology through an Equity Pledge Agreement. In order to further reinforce Beijing Hieason Technology's rights to control and operate Beijing Hieason PRC, Beijing Hieason's shareholders will have granted Beijing Hieason Technology the exclusive right and option to acquire all of their equity interests in Beijing Hieason PRC through an Option Agreement.






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Presently, we have 90,000,000 shares of common stock, $0.001 par value, issued and outstanding and 6,257,000 shares of our Class A Preferred Stock, $0.001 par value, issued and outstanding. Immediately after the proposed transaction, we are expected to have 150,000,000 shares of common stock, $0.001 par value, issued and outstanding and 6,257,000, $0.001 par value, shares of our Class A Preferred Stock issued and outstanding.

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 May 2013. It has developed cutting edge artificial intelligence applications. It employs augmented reality, artificial intelligence and virtual reality as its core technologies, which it has developed internally using its own computer algorithms.

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.






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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 Cloud Screen (which includes two product forms - Advertising Smart Screen and Touch Smart Screen).





Eyegic App milestones.
. . .


Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



              Letter of Intent dated March 18, 2020 by and between Future
  99.1      International Group Corp., a Nevada company and Beijing Hieason AR
            Ltd., a Cayman Island company.

  99.2        Unaudited Consolidated Financial Statements of Beijing ARhieason
            Co., Ltd. for the annual periods ended December 31, 2018 and 2017.





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