Item 5.01 Changes in Control of Registrant.
On December 23, 2020,
the Company closed a private placement of its common stock to five parties pursuant to which five parties subscribed to 150,000,000
shares of common stock for the sum of $300,000. Of the total offering, Mr. Xiangying Meng, our sole officer and director, subscribed
to 75,550,000 shares and paid the Company the sum of $151,100. Each subscriber used their personal funds for the purchase of the
securities. There are no arrangements or understandings among members of both the former and new control groups and their associates
with respect to election of directors or other matters.
The private placement was exempt from registration
under the Securities Act of 1933, as amended under Regulation S promulgated thereunder. Each subscriber represented that they were
not a US Person, were not acquiring the shares for a US Person and will not sell the shares unless pursuant to a registration statement
or an available exemption.
Immediately prior to the offering, the Company
had 3,105,464 shares of common stock issued and outstanding. After giving effect to the offering, the Company has 153,105,464 shares
of common stock issued and outstanding.
The following table sets forth certain information
regarding the beneficial ownership of our Common Stock after giving the effect of the offering by (i) each named executive officer,
(ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%)
of any class of our common stock, and (iv) all of our executive officers and directors as a group.
Unless otherwise indicated, each person named
in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock
listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted. The
percentage of common stock held by each listed person is based on 153,105,464 shares of common stock outstanding as of the
date of this filing.
Pursuant to Rule 13d-3 promulgated under the
Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within
60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such
person but are not deemed to be outstanding for the purposes of computing the percentage of any other person. The address of Mr.
Meng is the address of the Company.
Name of Beneficial Owner
|
|
Amount and Nature
of Beneficial Owner
|
|
|
Percent of Class
|
|
|
|
|
|
|
|
|
Officers and Directors
|
|
|
|
|
|
|
Xiangying Meng
|
|
|
78,403,250
|
|
|
|
51.2
|
%
|
All officers and directors as a group (1 individual)
|
|
|
78,403,250
|
|
|
|
51.2
|
%
|
|
|
|
|
|
|
|
|
|
5% or greater shareholders
|
|
|
|
|
|
|
|
|
Fusheng Lei(1)
|
|
|
45,000,000
|
|
|
|
29.4
|
%
|
Lei Xu(2)
|
|
|
15,000,000
|
|
|
|
9.6
|
8%
|
Xingyue Liu(3)
|
|
|
7,700,000
|
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
(1).
|
|
The address of the shareholder is Room 1401, Building 43, Area B, Linken Park, Yizhuang
Town, Daxing District, Beijing, China.
|
(2).
|
|
The address of the shareholder is Room 1006, Block B, Building 2, Moer Space, No.
38, Kechuang 5th Street, Yizhuang Town, Daxing District, Beijing, China.
|
(3).
|
|
The address of the shareholder is Unit 1504, Unit 1, Building 7, Yard 15, Demao Street,
Yinghai Town, Daxing District, Beijing, China.
|
[Remainder of page intentionally left blank]