Item
5.01 Changes in Control of Registrant
Prior to the Closing,
the Sellers owned 40,000,020, or approximately 92.1%, of the issued and outstanding shares of Common Stock and Mr. Andy Fan served
as the Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board of the Company. Ms. Tina
M. Donnelly serves as Corporate Secretary. In connection with the Closing, Mr. Andy Fan resigned from the executive officer positions
he held with the Company and Tina Donnelly resigned from the corporate secretary position she held with the Company. Effective
on October 31, 2017, the Company appointed Yap Nee Seng as Chief Executive Officer, President and Chairman of the Board of the
Company and the Company appointed Cheah Pei Yin as Chief Financial Officer, Secretary and director of the Company.
Upon
the Closing, the Purchaser owned 92.1% of the issued and outstanding Common Stock. In addition, as of October 31, 2017,
Yap Nee Seng has been appointed as Chief Executive Officer, President and Chairman of the Board of the Company effective immediately.
The
following table sets forth certain information regarding the beneficial ownership of the Common Stock as of immediately following
the Closing on November 3, 2017, by (i) each person known by the Company to be the beneficial owner of 5% or more of the outstanding
Common Stock, (ii) each executive officer and director of the Company, and (iii) all of the Company’s executive officers
and directors as a group.
Name of Buyer
|
|
Number of Shares (1)
|
|
|
Percentage of Class (2)
|
|
Yap Nee Seng*
No. 66 Jalan City, Icon City, 14000 Bukit Mertajam, Penang, Malaysia
|
|
|
40,000,020
|
(3)
|
|
|
92.1
|
%
|
|
|
|
|
|
|
|
|
|
Cheah Pei Yin*
No. 66 Jalan City, Icon City, 14000 Bukit Mertajam, Penang, Malaysia
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
All directors and officers as a group
|
|
|
40,000,020
|
|
|
|
92.1
|
%
|
*
Director and/ or executive officer.
(1) Under
Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition
of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons
share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned
by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding
is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition
rights.
(2) Based
on 43,425,000 shares of Common Stock issued and outstanding as of the Closing.
(3) These shares
are owned of record by Yap Nee Seng. Mr. Andy Fan has submitted his resignation as Chief Executive Officer, Chief Financial Officer,
President and Chairman of the Board of the Company and Mr. Yap Nee Seng has been appointed as the Company’s chairman, CEO
and President effective on October 31, 2017.
The
disclosure set forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
Immediately
prior to the Closing, the Company was a shell company (as such term is defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended (the “
Exchange Act
”)) and, following the Closing, will remain a shell company. The
Company previously reported the disclosures required to be made in its annual report of Form 10-K/A filed with the SEC on October
5, 2017 and its quarterly report of Form 10-Q filed with the SEC on August 07, 2017.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
Prior
to the date of the Closing, our Board of Directors consisted of one director, Mr. Andy Fan. Mr. Fan has submitted a letter of
resignation and Yap Nee Seng and Cheah Pei Yin have been appointed to our Board of Directors. The appointment of Yap Nee Seng
and Cheah Pei Yin, and the resignation of Andy Fan are effective on October 31, 2017. In addition, effective
on October 31, 2017, Mr. Andy Fan resigned from her officer position with the Company and we appointed Yap Nee Seng as our Chief
Executive Officer and President, appointed Cheah Pei Yin as our Chief Financial Officer and Secretary .
The
following table sets forth the name, age, and position of our officers and directors. Executive officers are elected annually
by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor
is elected and qualified.
Name
|
|
Age
|
|
Position
|
Yap
Nee Seng
|
|
52
|
|
President,
Chief Executive Officer and Chairman of the Board
|
Cheah
Pei Yin
|
|
29
|
|
Chief
Financial Officer, Secretary, and Director
|
Mr.
Yap Nee Seng, age 52, serves as our Chief Executive Officer, President and Chairman of the Board. Mr. Yap served as executive
director to GMC Network Sdn. Bhd. From 1999 to 2002. From 2003 to 2005, Mr. Yap served as president to Gaoyizhi (International)
Group of Companies. From 2005 to 2008, Mr. Yap served as president to Dalian Meiluo International Limited and group of companies.
From 2008 to present, Mr. Yap served as founder and chief executive officer to BBB Global Holding Limited. From 2013 until present,
Mr. Yap served as founder chief executive officer, and chairman to BBB Group of Companies. Mr. Yap received his Ph.D. in business
administration from University of California in 1999 and specialized in international business, business management, marketing
and business coach.
Cheah Pei Yin, age 29,
has been appointed as our Chief Financial Officer, Secretary and Director of the Board. Ms. Yin served as executive director to
BBB Resources SDN. BHD. from 2015 to 2017, and served as chief financial officer to BBB Asia Capital Berhad, from 2015 until present.
Ms. Yin served as executive director to Zero to Hero Enterprise from 2008 to 2013. Ms Yin received B.A. specialized in business
management, marketing and finance management.
Family
Relationships
Mr.
Yap Nee Seng and Ms. Cheah Pei Yin are domestic partners sharing the same household. There are no other family relationships among
any of our officers or directors.
Corporate
Governance
Board
Committees
Our
organizational documents authorize a board of not less than one member. Prior to the consummation of the Closing we had one director.
Our board of directors does not have a lead independent director. Our board of directors has determined that its leadership structure
was appropriate and effective for our Company given its stage of operations. In connection with the Closing, we established
a board of directors with two members. We will re-evaluate our leadership structure once we have added additional members to our
board of directors.
We
presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions,
as our management believes that until this point it has been premature at the early stage of our management and business development
to form an audit, compensation or nominating committee. Until these committees are established, these decisions will continue
to be made by our Board of Directors. Although our Board of Directors has not established any minimum qualifications for director
candidates, when considering potential director candidates, our Board of Directors considers the candidate's character, judgment,
skills and experience in the context of the needs of our Company and our Board of Directors.
Director
Independence
We
currently do not have any independent directors, as the term "independent" is defined by the rules of the Nasdaq Stock
Market.
The
disclosure set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference. The written
resignation letter of Andy Fan and Tina Donnelly is filed as Exhibits 17.1 and 17.2, to this Current Report on Form 8-K and are
incorporated herein by reference.