UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14f-1
Information Statement
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and
Rule 14f-1 Promulgated Thereunder
ALLIED VENTURES HOLDINGS CORP.
(Exact name of registrant as specified in its
charter)
Nevada
|
0-11596
|
95-3506403
|
(State or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
7702 E. Doubletree Ranch Road, Suite 300
Scottsdale, Arizona 85258
(Address of Principal Executive
Offices) (Zip Code)
(480) 607-4393
Registrant’s telephone number, including
area code
____________________________________________________________________________
NOTICE OF CHANGE IN
THE MAJORITY OF THE BOARD OF DIRECTORS
____________________________________________________________________________
ALLIED VENTURES HOLDINGS CORP.
_____________
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 PROMULGATED THEREUNDER
WE ARE NOT SOLICITING PROXIES IN CONNECTION
WITH THE MATTERS DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED TO BE TAKEN
IN CONNECTION WITH THIS INFORMATION STATEMENT.
INTRODUCTION
This
Information Statement is being furnished to the holders of record as of November 29, 2016 (“Closing Date”), of the
outstanding shares of common stock, par value $0.0001 per share, of Allied Ventures Holdings Corp. Inc. (“Allied”),
pursuant to the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Rule 14f-1 promulgated thereunder.
CHANGE IN CONTROL TRANSACTION
Effective
November 29, 2016 (Closing Date”), G. Reed Peterson sold 66,667 shares of common stock of the Company to Longwen Group Corp.,
a Grand Cayman company (“Longwen”). All of the shares held by Longwen are restricted securities. As a result of the
transactions, Mr. Petersen no longer owns any of the Company’s capital stock or securities.
On the
Closing Date, Mr. Petersen resigned in all officer capacities from the Company, and Mr. Xi Zhen Ye, President of Longwen, was appointed
a Director of the Company and President and Chief Executive Officer and Chief Financial Officer of the Company and Mr. Keith Wong
was appointed Chief Operating Officer of the Company.
Effective upon the 10th day after the Schedule 14f-1 has been mailed
to Company’s stockholders (the “Appointment Date”), Mr. Petersen automatically will resign as a director. On
that same date, Mr. Ye will be appointed as the Company’s Chairman of the Board at that time. A stockholder vote is not required
and will not be taken with respect to the appointment of Mr. Ye, the incoming director. You are not required to take any action
with respect to the appointment of Mr. Ye.
To the best of our
knowledge, except as set forth in this Information Statement, the incoming director is not currently a director of the Company,
does not hold any position with the Company nor have been involved in any transactions with the Company or any of our directors,
executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.
To the best of our knowledge, none of the officers or incoming or existing director of the Company has been 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, been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other minor offenses), been 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 such person’s involvement in any type of business, securities or banking activities
or been found by a court of competent jurisdiction (in a civil action), the SEC 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.
VOTING SECURITIES
The Company has 127,061
shares of common stock, par value $0.0001 per share (the “Common
Stock”)
and 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) authorized
. As
of the date hereof, 127,061
shares of common stock are issued and outstanding,
and none of the Preferred Stock is issued and outstanding. Each share of common stock that is issued and outstanding is entitled
to one vote per share. The Preferred Stock may be issued with designations, rights and preferences determined from time to time
by our Board.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth certain information as of November 29, 2016 and gives effect to the above described transaction, with respect to the
holdings of: (i) each of our current directors and named executive officers, (ii) each of the individuals who will be appointed
as directors of Company on the Appointment Date, and (iii) all directors and executive officers as a group, including the new directors.
Other than those individuals named below, no holder owns 5% or more of Company’s common stock. To the best of our knowledge,
each of the persons named in the table below as beneficially owning the shares set forth therein owns the shares directly and has
sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified,
the address of each of the persons set forth below is the address of the Company. The information below is based on a total of
127,061 shares of Company’s common stock outstanding as of November 29, 2016.
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
Percent of Shares Beneficially Owned
|
|
Longwen Group Corp. (1)(3)
|
|
|
66,667
|
|
|
|
52.4
|
%
|
|
|
|
|
|
|
|
|
|
Officers and Directors
|
|
|
|
|
|
|
|
|
Xi Zhen Ye (1)
|
|
|
66,667
|
|
|
|
52.4
|
%
|
Keith Wong
(2)
|
|
|
66,667
|
|
|
|
52.4
|
%
|
G. Reed Petersen(3)
|
|
|
0
|
|
|
|
|
0
|
All directors and executive officers as a group (3 persons)
|
|
|
66,667
|
|
|
|
52.4
|
%
|
|
(1)
|
Mr. Xi Zhen Ye is the sole officer and beneficially owns 67.39%
of the capital stock of Longwen Group Corp., and is deemed the beneficial owner of such shares held by Longwen.
|
|
(2)
|
Mr. Keith Wong is the beneficial owner 32.61% of the capital stock
of Longwen Group Corp.
and is deemed the beneficial owner of such shares held by Longwen.
|
|
(3)
|
As of the date of this Information Statement, Mr. Petersen serves
as our director. Ten days after the filing and dissemination of the Schedule 14f -1 Information Statement, Mr. Petersen will resign
as a director. Mr. Petersen’s address is
3635 Cove Point Drive, Salt Lake City, Utah 84109.
|
CURRENT DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth the names,
ages and positions of Company’s current executive officers and directors. Each director holds office until his successor
is elected and qualified or his earlier resignation or removal.
Name
|
|
Age
|
|
Position
|
Xi Zhen Ye
|
|
53
|
|
Chief Executive Officer, Chief Financial Officer and
|
|
|
|
|
Director
|
G. Reed Petersen
|
|
72
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
Xi Zhen Ye has been the Company’s Chief Executive Officer
and Chief Financial Officer since November 4, 2016. Mr. Ye, a businessman in Hangzhou, China. He has operated and invested in several
local companies with notable success, including news distribution network, films, mining, energy and Chinese traditional medicine.
He has a BS degree in Journalism. Mr. Ye’s business background led to the decision to appoint him to the Company’s
Board of Directors.
Mr. Petersen was an officer of the Company since January 21, 2016
until November 29, 2016. Prior to his role with the Company, he was retired having spent the last four years prior to retirement
as the manager of a full service wood mill. He remains a Director of the Company until the 10
th
day following the mailing
of this Information Statement at which point Mr. Petersen automatically will resign as a Director.
CORPORATE GOVERNANCE
Family Relationships
There are no family relationships
among our directors or officers.
Director Independence
We do not have any independent directors
and our Board is in the process of searching for suitable candidates.
Committees of the Board of
Directors
Our Board does not
have any committees, as companies whose securities are not traded on a national exchange are not required to have Board committees.
However, at such time in the future that we appoint independent directors on our Board, we expect to form the appropriate Board
committees and identity an audit committee financial expert. All functions of an audit committee, nominating committee and compensation
committee are and have been performed by our Board.
Director Nominations
Our Board believes
that, considering our size, decisions relating to director nominations can be made on a case-by-case basis by all members of the
Board without the formality of a nominating committee or a nominating committee charter. To date, we have not engaged third parties
to identify or evaluate or assist in identifying potential nominees, although we reserve the right to do so in the future.
The Board does not
have an express policy with regard to the consideration of any director candidates recommended by shareholders since the Board
believes that it can adequately evaluate any such nominees on a case-by-case basis; however, the Board will evaluate shareholder-recommended
candidates under the same criteria as internally generated candidates. Although the Board does not currently have any formal minimum
criteria for nominees, substantial relevant business and industry experience would generally be considered important, as would
the ability to attend and prepare for Board,
committee and shareholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board.
Board Oversight
The leadership structure
of our Board is such that, after the Appointment Date, we will have the same individual serving as Chairman and as President. Our
management is responsible for managing risk and bringing the most material risks facing the Company to the Board’s attention.
Because we do not yet have separately designated committees, the entire Board has oversight responsibility for the processes established
to report and monitor material risks applicable to the Company relating to (1) the integrity of the Company’s financial statements
and review and approve the performance of the Company’s internal audit function and independent accountants, (2) succession
planning and risk related to the attraction and retention of talent and to the design of compensation programs and arrangements,
and (3) monitoring the design and administration of the Company’s compensation programs to ensure that they incentivize strong
individual and group performance and include appropriate safeguards to avoid unintended or excessive risk taking by Company employees.
Board Diversity
While we do not have
a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of
business experience of our Board members, as well as a particular nominee’s contributions to that mix. Although there are
many other factors, the Board seeks individuals with industry knowledge and experience, senior executive business experience, and
legal and accounting skills.
NEW DIRECTORS AND EXECUTIVE OFFICERS
Our new management team and their backgrounds
are as follows:
Name
|
|
Age
|
|
Position
|
Xi Zhen Ye
|
|
53
|
|
Chief Executive Officer and Chief Financial Officer
|
Keith Wong
|
|
62
|
|
Chief Operating Officer
|
|
(1)
|
Effective upon the 10
th
day after this Schedule 14f-1
has been mailed to Company’s stockholders, Mr. Ye will be appointed as Chairman of the Board of Company.
|
Mr. Ye’s biography
appears above, under the heading, “Current Directors and Executive Officers.”
Mr. Wong brings 27
years of experience in sales, business management, finance, manufacturing, Asian suppliers and Asian business networks. For over
twelve years, Mr. Wong was the President and CEO of ATC Technology Group, which later became EastBridge Investment Group Corporation.
Mr. Wong holds a Bachelors and Masters degree in electrical engineering from Rutgers University and Northeastern University, respectively
and Advanced Management Program from Harvard University’s Business School. Mr. Wong also holds two U.S. utility patents and
one U.S. design patent.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Except
as described above, there have been no material transactions, series of similar transactions, currently proposed transactions,
or series of similar transactions, to which the Company is to be a party, in which any promoter or founder, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Review, Approval and Ratification
of Related Party Transactions
We have not adopted
formal policies and procedures for the review, approval or ratification of related party transactions with our executive officers,
directors and principal stockholders
Stockholder Communications with
Directors
Stockholders who want to communicate
with our Board or any individual director can write to:
7702 E. Doubletree Ranch Road, Suite 300
Scottsdale, Arizona 85258
Your letter should indicate that you are a stockholder
of our company. Depending on the subject matter, management will:
|
·
|
Forward the communication to the director or directors to whom it is addressed;
|
|
·
|
Attempt to handle the inquiry directly; or
|
|
·
|
Not forward the communication if it is primarily commercial in nature or if it relates to an
improper or irrelevant topic.
|
At each Board meeting,
a member of management presents a summary of all communications received since the last meeting that were not forwarded and makes
those communications available to the directors upon request.
COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS
Officer and Director Compensation
The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to our officers and directors by
the Company during the years ended December 30, 2015 and 2014 in all capacities:
Name and Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock
Award(s)
|
|
Option|
Awards
|
|
All Other
Compensation
|
|
Total
|
G. Reed Petersen/Harold Minsky
President, CEO and Director
|
|
2015
2014
|
|
None
None
|
|
None
None
|
|
None
None
|
|
None
None
|
|
None
None
|
|
None
None
|
The
Company's officers and directors have not received any cash or other remuneration since they was appointed to serve in
such capacities. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity.
Our sole officer and director intends to devote very limited time to our affairs.
We
have formulated no plans as to the amounts of future cash compensation. It is possible that, after the Company successfully
consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management
for the purposes of providing services to the surviving entity. No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the benefit of its employees. There are no understandings
or agreements regarding compensation our management will receive after a business combination that is required to be disclosed.
The Company does not have a standing compensation committee or a committee performing similar functions.
Employment Agreements
We have not entered
into employment agreements with any of our officers, directors or employees.
Director Compensation
Our
directors are reimbursed for expenses incurred by them in connection with attending Board meetings, but they do not receive any
other compensation for serving on the Board.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially
own more than 10% of a registered class of the Company’s equity securities (the “Reporting Persons”), to file
reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3 (Initial
Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). The Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section
16(a) forms that they file. To the best of our knowledge, during the fiscal year ended December 31, 2016, the Reporting Persons
were not in compliance with all applicable Section 16(a) reporting requirements.
WHERE YOU CAN FIND MORE INFORMATION
We file reports with
the SEC. These reports, including annual reports, quarterly reports as well as other information we are required to file pursuant
to securities laws. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street,
N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC at http://www.sec.gov.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this information statement to be signed on
its behalf by the undersigned hereunto duly authorized.
Allied Ventures Holdings Corp.
By:
/s/ Xi Zhen Ye
Name: Xi Zhen Ye
Title: Chief Executive
Officer
Dated: November
30, 2015
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