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    GSHN   US40330V1089

GUSHEN, INC.

(GSHN)
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GUSHEN : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K/A)

08/06/2021 | 12:19pm EST

Item 1.01. Entry into a Material Definitive Agreement

On July 30, 2021, Gushen, Inc., a Nevada corporation ("GSHN" or the "Company"), Dyckmanst Limited, a company organized under the laws of the British Virgin Islands ("Dyckmanst Limited"), and all shareholders of Dyckmanst Limited immediately prior to the closing (collectively, the "Dyckmanst Limited Shareholders", each, a "Dyckmanst Limited Shareholder") entered into a share exchange agreement (the "Share Exchange Agreement"), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Dyckmanst Limited in exchange for 381,600,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of the Company (the "Share Exchange"). Immediately prior to the closing of the Share Exchange, two existing holders of aggregated 30,000,000 shares of Series A preferred stock of the Company, par value $0.0001 per share (the "Preferred Stock") delivered 29,000,000 shares of Preferred Stock to the Company for cancellation ("the "Cancellation of Certain Preferred Stock"), each Preferred Stock is convertible into 10 shares of Common Stock. As a result, immediately following the closing of the Share Exchange, there are 410,618,750 shares of Common Stock issued and outstanding and 1,000,000 shares of Preferred Stock issued and outstanding. Dyckmanst Limited Shareholders collectively control 90.72% voting power of the Company on as converted basis, with respect to all of the shares of common stock and preferred stock, voting as a single class, with each share of common stock entitles to 1 vote and each share of preferred stock entitles to 10 votes.

For a description of the Share Exchange Agreement and the Share Exchange, please refer to Item 2.01 herein below. The descriptions of the Share Exchange Agreement are qualified in their entirety by reference to the complete text of the Share Exchange Agreement, which is attached hereto as Exhibit 2.1, and are incorporated by reference herein. You are urged to read the entire Share Exchange Agreement and the other exhibits attached hereto.

Item 2.01. Completion of Acquisition or Disposition of Assets

As used in this report, unless otherwise indicated, the terms "we" and "us" refer to Gushen, Inc., a Nevada corporation, its wholly owned subsidiaries (directly or indirectly): Dyckmanst Limited, Edeshler Limited ("Edeshler HK"), Beijing Fengyuan Zhihui Education Technology Co., Ltd. ("Fengyuan Beijing") as well as Beijing Zhuoxun Century Culture Communication Co., Ltd. ("Zhuoxun Beijing"), an entity controlled by us via various contracts and its subsidiary.



History of the Company


Gushen, Inc., a Nevada corporation was incorporated under the laws of the State of Nevada on March 9, 2015.

The Company had never generated any revenue, and during the period from November 2017 through March 2020, the Company was dormant.

On March 27, 2020, as a result of the custodianship in Clark County, Nevada, Case Number: A-20-810740-B, Custodian Ventures, LLC, a Wyoming limited liability company ("Custodian") was appointed custodian of Gushen Inc. David Lazar, a private investor is the managing member of Custodian Ventures, LLC.

On March 27, 2020, Custodian appointed David Lazar, as the Company's Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

Purchase of Preferred A Shares and Change of Control

On December 9, 2020, the Company, Custodian, and certain investors ("Purchasers") entered into a Stock Purchase Agreement (the "SPA"), pursuant to which the Purchasers acquired 30 million shares of Series A preferred stock (the "Preferred A Shares"), each convertible into 10 shares of Common Stock, from Custodian for an aggregate purchase price of $525,000.

Pursuant to the SPA, the Purchasers acquired Preferred A Shares, representing approximately 91.18% of the voting power of the Company on as converted basis immediately following the closing of the SPA, with respect to all of the shares of Common Stock and preferred stock, voting as a single class, with each share of Common Stock entitles to 1 vote and each share of preferred stock entitles to 10 votes.

The purchase price for the Preferred A Shares was paid in cash. The consideration for the purchase of Preferred A Shares was provided by the Purchasers from their individual private funds. The purchase of Preferred A Shares was the result of a privately negotiated transaction which consummation resulted in a change of control of the Company. No shares of Common Stock were issued in the transaction.

Spin-Off of Subsidiary Gushen Holding Limited and Change of Director and Officer

In connection with the SPA, on December 9, 2020, the Company, Custodian and Gushen Holding Limited, a Seychelles corporation ("Spin-Off Subsidiary"), entered into a spin-off agreement (the "Spin-Off Agreement"). Pursuant to the Spin-Off Agreement, Custodian received all of the issued and outstanding capital stock of Spin-Off Subsidiary at a nominal purchase price of $1. As a result, Custodian becomes the sole equity owner of Spin-Off Subsidiary and the Company has no further interest in Spin-Off Subsidiary. Immediately prior to the execution of the Spin-Off Agreement, Spin-Off Subsidiary had no operation.



                                       1




In connection with the transaction, Mr. David Lazar, the President, CEO, . . .

Item 3.02 Unregistered Sales of Equity Securities

On July 30, 2021, pursuant to the terms of the Share Exchange Agreement, GSHN issued an aggregate of 381,600,000 shares of its Common Stock to former shareholders of Dyckmanst Limited upon the closing of the Share Exchange. All of the securities issued pursuant to the Share Exchange Agreement were offered and issued in reliance upon the exemption from registration pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.

Item 4.01: Changes in Registrant's Certifying Accountant

On July 30, 2021, our board of directors dismissed BF Borgers CPA PC ("BF Borgers") as our independent auditors and engaged WWC, P.C., an Independent Registered Public Accounting Firm ("WWC"), to serve as our independent auditors.

BF Borgers' report dated September 17, 2020 on our audited financial statements for the fiscal years ended April 30, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except for a "going concern" uncertainty.

During our two most recent fiscal years and the subsequent interim period through the date BF Borgers was dismissed, there were no disagreements between us and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers' satisfaction, would have caused BF Borgers to make references to the subject matter of the disagreement in connection with its reports.

During our two most recent fiscal years and through the subsequent interim period through the date BF Borgers was dismissed, BF Borgers did not advise us as to any reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K. Furthermore, during our two most recent fiscal years, and the subsequent interim period prior to engaging WWC, we (nor anyone on our behalf) did not consult WWC regarding either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that WWC concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions to this item) or a reportable event (as described in paragraph (a)(1)(v) of Item 304).

On July 30, 2021, we acquired all of the capital stock of Dyckmanst Limited and assumed the operations of Dyckmanst Limited and its wholly owned PRC subsidiary, Fengyuan Beijing, pursuant to a Share Exchange. Prior to the Share Exchange, WWC was the independent accountants for Dyckmanst Limited and Fengyuan Beijing. Our board of directors determined that because our financial statements are tantamount to the financial statements of Dyckmanst Limited and Fengyuan Beijing , for reasons of continuity, WWC should be appointed as our independent registered public accounting firm.

During our two most recent fiscal years and through the subsequent interim period through the date BF Borgers was dismissed, we have not consulted with WWC regarding the application of accounting principles to a specified transaction, either completed or proposed, or any of the matters or reportable events set forth in Item 304(a)(2)(ii)(A) through (D) of Regulation S-K. In addition, prior to the Share Exchange, neither Dyckmanst Limited, nor any of its subsidiaries, consulted with BF Borgers as to any accounting or auditing matter.

We have provided BF Borgers with a copy of the disclosures it is making in response to Item 304(a). We have requested and received from BF Borgers a letter, dated July 30, 2021, addressed to the SEC stating whether BF Borgers agrees with the above statements. A copy of the letter is attached hereto as Exhibit 16.1.



                                       66

Item 5.01. Changes in Control of Registrant

On December 9, 2020, the Company, Custodian and certain Purchasers entered into a Stock Purchase Agreement (the "SPA"), pursuant to which the Purchasers acquired 30 million shares of Series A preferred stock (the "Shares"), each convertible into 10 shares of Common Stock, from Custodian for an aggregate purchase price of $525,000.

Pursuant to the SPA, the Purchasers acquired Preferred A Shares, representing approximately 91.18% of the voting power of the Company on as converted basis, with respect to all of the shares of Common Stock and preferred stock, voting as a single class, with each share of Common Stock entitles to 1 vote and each share of preferred stock entitles to 10 votes.

The purchase price for the Preferred A Shares was paid in cash. The consideration for the purchase of Preferred A Shares was provided to the Purchasers from their individual's private funds. The purchase of Preferred A Shares was the result of a privately negotiated transaction which consummation resulted in a change of control of the Company. No shares of Common Stock were issued in the transaction.

On July 30, 2021, pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding equity securities of Dyckmanst Limited in exchange for 381,600,000 shares of Common Stock of the Company to the shareholders of Dycymanst immediately prior to the closing of the Share Exchange.

As a result of the Share Exchange Agreement, Dyckmanst Limited Shareholders collectively hold 381,600,000 shares of Common Stock of the Company, representing 90.72% of the issued and outstanding shares of the Company immediately after closing, including issued and outstanding shares of Preferred Stock (given effect of the Cancellation of Certain Preferred Stock), as converted basis with respect to all of the shares of Common Stock and preferred stock, voting as a single class, with each share of Common Stock entitles to 1 vote and each share of preferred stock entitles to 10 votes.

The Share Exchange was accounted for as a reverse merger and recapitalization effected by an acquisition. Dyckmanst Limited is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a) Resignation of Directors and Officers

In connection with the closing of the Share Exchange, on July 30, 2021, Mr. Pengfei Zhou, the President, CEO, Treasurer, CFO, Secretary, sole director of the board of the Company (the "Board"), resigned from all his positions with the Company.

There was no disagreement between Mr. Zhou and the Company.

(b) Appointment of Directors and Officers

Simultaneously with the closing, Yulong Yi was appointed as the Company's Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a director and chairman of the Board, effective upon the Closing of the transaction contemplated in the SPA.



Name                   Age     Position
Yulong Yi               44     President, Chief Executive Officer, Chief Financial
                               Officer, Treasurer, Secretary, Chairman
Shaowei Peng            43     Vice President, Chief Technology Officer




                                       67




Mr. Yulong Yi, founded Zhuoxun Beijing in August 2013 and has served as the president of Zhuoxun Beijing till now. In 2008, Mr. Yi graduated from Beijing Enterprise Management Institute majoring in business management.

Mr. Shaowei Peng, has served as the vice president of Zhuoxun Beijing since June 2016. Mr. Peng graduated from China Management Software Institute in 1999.

Each of Yulong Yi and Shaowei Peng does not have any family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.



Committees and Meetings


We do not have a standing audit committee of the Board of Directors. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management's belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 407(d) of Regulation S-K is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

? been convicted in a criminal proceeding or been subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

? had any bankruptcy petition filed by or against the business or property of

the person, or of any partnership, corporation or business association of

which he was a general partner or executive officer, either at the time of the

bankruptcy filing or within two years prior to that time;

? been subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction or federal or

state authority, permanently or temporarily enjoining, barring, suspending or

otherwise limiting, his involvement in any type of business, securities,

futures, commodities, investment, banking, savings and loan, or insurance

activities, or to be associated with persons engaged in any such activity;

? been found by a court of competent jurisdiction in a civil action or by the

Securities and Exchange Commission or the Commodity Futures Trading Commission

to have violated a federal or state securities or commodities law, and the

judgment has not been reversed, suspended, or vacated;

? been the subject of, or a party to, any federal or state judicial or

administrative order, judgment, decree, or finding, not subsequently reversed,

suspended or vacated (not including any settlement of a civil proceeding among

private litigants), relating to an alleged violation of any federal or state

securities or commodities law or regulation, any law or regulation respecting . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Share Exchange on July 30, 2021, the Company's Board of Directors adopted resolutions on July 30, 2021 to change the Company's fiscal year end from April 30 to September 30, effective for the year ending September 30, 2021. The Company will cover the transition period from April 30, 2020 to October 1, 2021 by filing a Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and an Annual Report on Form 10-KT for the transition year ending September 30, 2021.

The Company is making the fiscal year change on a prospective basis and will not adjust operating results for prior periods. The change to the Company's fiscal year will not impact the Company's calendar year results for the year ended April 30, 2020. However, the change will impact the prior year comparability of each of the fiscal quarters and annual period in 2021 in future filings.

The new fiscal year commenced October 1, 2021.

In addition to the transition reports mentioned above, the reporting periods and applicable reports for fiscal year 2021 are expected to be as follows:



FISCAL PERIOD                   REPORTING PERIOD                 REPORT TO BE FILED
First quarter of          October 1, 2021 to December
fiscal 2021                         31, 2021                Quarterly Report on Form 10-Q
Second quarter of         January 1, 2022 to March 31,
fiscal 2021                           2022                  Quarterly Report on Form 10-Q
Third quarter of
fiscal 2021              April 1, 2022 to June 30, 2022     Quarterly Report on Form 10-Q
                          October 1, 2021 to September
Fiscal year 2021                    30, 2022                 Annual Report on Form 10-K




Financial Impact


The Company expects the change in fiscal year end to have no financial impact on the 2020 quarterly and annual financial results.

Item 5.06 Change in Shell Company Status

Prior to the closing of the Share Exchange, the Company was a "shell company" as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As described above in Item 2.01, which is incorporated herein by reference into this Item 5.06, the Company ceased being a shell company upon the completion of the Share Exchange on July 30, 2021.

Item 9.01 Financial Statements and Exhibits



  (a) Financial Statement of Business Acquired



The audited consolidated financial statements of Dyckmanst Limited at of, and for the years ended September 30, 2020 and 2019 and the unaudited consolidated financial statements of Dyckmanst Limited as of March 31, 2021 and September 30, 2020 and for the six months ended March 31, 2021 and 2020 are appended to this report beginning on page F-1.



  (b) Pro Forma Financials



The unaudited pro forma balance sheets and statements of operations and comprehensive loss of the Company and Dyckmanst Limited and notes thereto are appended to this report.



(c) Exhibits



Exhibit No.   Description

   2.1*         Share Exchange Agreement dated July 30, 2021, by and among the
              Company, Dyckmanst Limited and shareholders of Dyckmanst Limited
   10.1*        English Translation of Consulting Service Agreement dated February 5,
              2021, by and among Fengyuan Beijing and Zhuoxun Beijing.
   10.2*        English Translation of Business Operation Agreement dated February 5,
              2021, by and among Fengyuan Beijing, Zhuoxun Beijing and Shareholders
              of Zhuoxun Beijing
   10.3*        English Translation of Proxy Agreement dated February 5, 2021, by and
              among Fengyuan Beijing, and Shareholders of Zhuoxun Beijing
   10.4*        English Translation of Equity Disposal Agreement dated February 5,
              2021, by and among Fengyuan Beijing, Zhuoxun Beijing and Shareholders
              of Zhuoxun Beijing
   10.5*        English Translation of Equity Pledge Agreement dated February 5,
              2021, by and among Fengyuan Beijing, and Shareholders of Zhuoxun
              Beijing
   16.1*        Letter from BF Borgers CPA PC.
   21.1*        List of Subsidiaries




 * Filed herewith.




                                       71

© Edgar Online, source Glimpses

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