ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Pursuant to the terms of the Stock Purchase Agreement, the Sellers resigned their positions, effective May 12, 2017. Their resignations were not the result of any dispute or disagreement with the Registrant.
The Registrants new director, including any additional directors appointed by the Board of Directors, will hold office until the earlier of their death, resignation or removal by stockholders, or until their successors have been duly elected and qualified. The Registrants officers are elected annually by, and serve at the pleasure of, the Board of Directors.
Biographies
FORMER DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information concerning the former directors and executive officers of the Registrant, who resigned all of their positions as a result of the change of control on May 12, 2017:
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Name
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Position/Title
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Age
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Omri Morchi
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President, Director
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28
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Eden Shoua
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Treasurer, Secretary, Director
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25
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(1)
M. Morchi and Ms. Shoua resigned all of their positions when the change of control was completed, on May 12, 2017.
The following sets forth biographical information regarding the Companys former directors and officers:
Mr. Omri Morchi
Mr. Morchi was our President and director and served in these capacities from June 15, 2010 until May 12, 2017.
Work Experience:
Office Temp - Office Team & Randstad (Current)
Receptionist/Admin Assistant - Israel Government
Past employment opportunities allowed him to become familiar working in an office where he performed such tasks as:
Performing general admin duties including, but not limited to: greeting clients/job candidates; answering general inquiries; photocopying; faxing; utilizing couriers; and coordinating meetings using Microsoft Outlook (3.5 years); preparing and reviewing written documents (Microsoft Word), including: proofreading and editing written information to ensure accuracy and completeness while tracking correspondence (1.5 years); coding invoices, processing expense and credit card receipts (6 months); and creating and inputting data into Microsoft Excel spreadsheets and other database systems (6 months).
Relevant Course Work:
Technical English (this course develops knowledge, skills processes, strategies, attitudes, and behaviors relevant to the world of academic, technical, and professional reading, writing, speaking, and listening); business communications (skill development in public speaking, correspondence, and report writing for business); business Info Technology (introduction to Microsoft Word, Excel, Access, Outlook and PowerPoint); business Information Systems (the classification, development, management, control and analysis of information are surveyed using Microsoft Excel, Access and PowerPoint).
Financial Accounting (complete all the steps of the accounting cycle culminating in the preparation and analysis of financial statements and a manual bookkeeping practice set); managerial accounting (devoted to managerial analysis and decision-making, special purpose reports for management, variable costing and the contribution approach, and budgeting).
Ms. Eden Shoua
Ms. Shoua was our Treasurer, Secretary and a director, from June 15, 2010 until May 12, 2017.
Between the years of 2006- 2010 Eden took courses in online marketing and sales in the college named Marketwise. The heart of marketing consists of a sequence of activities: identifying customer needs, developing goods and services to satisfy those needs, communicating information about products to potential customers, and distributing the products to customers.
In 2006 Eden finished high school in marketing and sales since then, she is providing her marketing skills and leadership training to organizations, including manufacturing firms, service firms, retailers, wholesalers, advertising agencies, the communications media, and government agencies include sales, advertising, retailing, brand management, logistics management, market research, purchasing management and more.
Set forth below is information describing the Companys new sole officer and director (the Designee):
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Name and Address
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Position/Title (1)
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Age
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Liang Chen
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Director, CEO, CFO
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28
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Xiang yan lu xi 255
Hao 3-1-402 shi,
Wo yang xian cheng guang zhen
An hui sheng, PRC 233600
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(1)
The person named above became the Companys sole director when completion of the change of control took effect, on May 12, 2017.
The following sets forth biographical information regarding the Companys new sole director and officer:
Liang Chen graduated from the University of Science and Technology of China in 2010. He was employed from June 2010 May 2015 as a marketing manager at Anhui Technology Import and Export Co where he was tasked with implementing new marketing campaigns for their products. From June 2015 to February 2017 he was the Marketing Director of Anhui Sinonet Science & Technology Co Ltd and has been instrumental in their expansion into the online and emerging markets in countries globally.
There is no relationship between the Sellers and the Designee. The new director and officer has no material plan, contract or arrangement (written or not written) to which he is a party, or in which he participates, that is entered into, or a material amendment, in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the Companys knowledge, during the past ten (10) years, neither our former directors, executive officers, promoters, control persons, nor the Designee, has been:
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the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
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convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of the Companys common stock by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of the Companys common stock and (ii) by the directors and executive officers of the Company. The person or the company named in the table has sole voting and investment power with respect to the shares beneficially owned.
The following sets forth the beneficial ownership information prior to the closing of the Share Purchase Agreement:
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Title of Class
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Name and Address
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Amount and Nature of
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Percent of Class(1)
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of Beneficial Owner
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Beneficial Ownership
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Common Stock, par value $0.0001
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Omri Morchi
153 W. Lake Mead Pkwy
Henderson, NV 89105
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4,000,000
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42.1%
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Eden Shoua
153 W Lake Mead Pkwy
Henderson, NV 89105
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4,000,000
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42.1%
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Common Stock, par value $0.0001
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All Executive Officers
and Directors as a Group
(2 persons)
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8,000,000
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84.2%
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(1)
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The percent of class is based on 9,500,000 shares of common stock issued and outstanding as of April 27, 2017
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The following sets forth the beneficial ownership information after the closing of the Share Purchase Agreement:
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Title of Class
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Name and Address
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Amount and Nature of
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Percent of Class(1)
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of Beneficial Owner
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Beneficial Ownership
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Common Stock, par value $0.0001
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Liang Chen (1)
160 Kemp House
City Road
London Ec1V 2NX UK
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8,000,000
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84.2%
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(1)
Liang Chen, the Designee, is the 100% owner of the Purchaser, and is therefore the beneficial owner of the 8,000,000 shares acquired by the Purchaser.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and 10% stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge (based upon a review of the Forms 3, 4 and 5 filed), no officer, director or 10% beneficial stockholder of the Company failed to file on a timely basis any reports required by Section 16(a) of the Exchange Act during the Companys fiscal year ended December 31, 2016.
COMPENSATION OF DIRECTORS AND OFFICERS
During the fiscal year ended December 31, 2016, no director or executive officer received any compensation from the Company.
Corporate Governance
Board of Directors and Committees; Director Independence
We do not have standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. These functions are currently performed by the Board of Directors, which currently consists of one person. We do not have an audit committee charter or nominating committee charter.
Our Board of Directors does not currently have an expressed policy with regard to the consideration of any director candidates recommended by stockholders because the Board of Directors believes that it can adequately evaluate any such nominees on a case-by-case basis. Our Board of Directors does not currently have any formal minimum criteria for nominees. We have not received any recommendations for director nominees from any stockholders.
Neither of the former directors, nor the Designee following the change of control, are independent directors under the Nasdaq Marketplace Rules.
Board Meetings
During the Companys fiscal year ended December 31, 2016, our Board of Directors
did not hold any meetings and took no actions by written consent. We have not yet established a policy with respect to board members attendance at annual meetings.
Stockholder Communications
Our Board of Directors does not currently have a process for our stockholders to send communications to the Board of Directors
.
Following the change of control of the Board of Directors, our stockholders can send communications to the new Board of Directors by writing to Mr. Liang Chen, c/o Peak Global Consultants Limited, 160 Kemp House, City Road, London EC1V 2NX United Kingdom.
No current or prior officer or director has received any remuneration or compensation from the Company in the past two years, nor has any member of the Companys management been granted any option or stock appreciation right. Accordingly, no tables relating to such items have been included within this Item. None of our employees are subject to a written employment agreement nor has any officer received a cash salary since our founding.
The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal periods ended December 31, 2016 and 2015. Other than as set forth herein, no executive officers salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.
Summary Compensation Table
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan Compensation
($)
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Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
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All Other Compensation ($)
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Total
($)
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Omri Morchi
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2016
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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President
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2015
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Eden Shoua
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2016
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Treasurer
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2015
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Compensation of Directors
There are no agreements to compensate any of the directors for their services.
We have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our employees.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees, officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such persons employment with the Company, or any change in control of the Company, or a change in the persons responsibilities following a change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the ownership of the Companys securities, neither the former directors and officers, nor the Designee, nor any member of the immediate family of such person, have, to the knowledge of the Company, had a material interest, direct or indirect, during the two fiscal years ended December 31, 2015 and 2016, in any transaction or proposed transaction which may materially affect the Company