Item 1.01. Entry into a Material Definitive Agreement
On
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
History of the Company
The Company had never generated any revenue, and during the period from
On
On
Purchase of Preferred A Shares and Change of Control
On
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
In connection with the SPA, on
1
In connection with the transaction, Mr.
Item 3.02 Unregistered Sales of
On
Item 4.01: Changes in Registrant's Certifying Accountant
On
BF Borgers' report dated
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
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
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
66
Item 5.01. Changes in Control of Registrant
On
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
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.
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
There was no disagreement between
(b) Appointment of Directors and Officers
Simultaneously with the closing,
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.
Mr.
Each of
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
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
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
The new fiscal year commenced
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
Item 9.01 Financial Statements and Exhibits
(a) Financial Statement of Business Acquired
The audited consolidated financial statements of
(b) Pro Forma Financials
The unaudited pro forma balance sheets and statements of operations and
comprehensive loss of the Company and
(c) Exhibits Exhibit No. Description 2.1* Share Exchange Agreement datedJuly 30, 2021 , by and among the Company,Dyckmanst Limited and shareholders ofDyckmanst Limited 10.1* English Translation of Consulting Service Agreement datedFebruary 5, 2021 , by and among Fengyuan Beijing and Zhuoxun Beijing. 10.2* English Translation of Business Operation Agreement datedFebruary 5, 2021 , by and among Fengyuan Beijing, Zhuoxun Beijing and Shareholders of Zhuoxun Beijing 10.3* English Translation of Proxy Agreement datedFebruary 5, 2021 , by and among Fengyuan Beijing, and Shareholders of Zhuoxun Beijing 10.4* English Translation of Equity Disposal Agreement datedFebruary 5, 2021 , by and among Fengyuan Beijing, Zhuoxun Beijing and Shareholders of Zhuoxun Beijing 10.5* English Translation of Equity Pledge Agreement datedFebruary 5, 2021 , by and among Fengyuan Beijing, and Shareholders of ZhuoxunBeijing 16.1* Letter from BF Borgers CPA PC. 21.1* List of Subsidiaries * Filed herewith. 71
© Edgar Online, source