UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report:
(Date of
earliest event reported)
April
9, 2010
____________________________
FOREX365,
INC.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other Jurisdiction of Incorporation or Organization)
|
0-53436
(Commission
File Number)
|
84-0290243
(IRS
Employer Identification No.)
|
|
|
Quastisky
Building
P.O.
BOX 4389
Road
Town, Tortola
British
Virgin Islands
(Address
of Principal Executive Offices and zip code)
|
86-10-8493-8811
(Registrant’s
telephone
number,
including area code)
190
Lakeview Way
Vero
Beach, FL 32963
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
| Item 1.02 | Termination of a Material Definitive Agreement. |
|
Item
5.01
|
Changes
in Control of Registrant.
|
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
|
On March
25, 2010, Mr. Kevin R. Keating (“Keating”), Lionsridge
Capital, LLC, an Illinois limited liability company (“LC”), Garisch
Financial, Inc., an Illinois corporation (“GFI”) and Capital
Soldier Limited, a corporation organized in the British Virgin Islands, (the
“Purchaser”),
entered into a Stock Purchase Agreement (the “Purchase Agreement”),
pursuant to which (1) Keating, LC, Laurus and GFI (collectively, the “Sellers”) would sell
to the Purchaser, and the Purchaser would purchase from the Sellers, an
aggregate of 23,830,000 shares of the Registrant’s common stock (the “Shares”), which
Shares represent 95.87% of the issued and outstanding shares of the Registrant’s
common stock, (2) the Sellers would assign to the Purchaser the Sellers’
registration rights under existing agreements with the Registrant, (3) each
Seller and the Registrant would release each other from all existing claims
(other than claims pursuant to the indemnification provisions contained in the
Purchase Agreement) and (4) Keating and LC would indemnify the Purchaser and the
Registrant from liabilities arising out of any breach of any representation,
warranty, covenant or obligation of Keating and LC, for a period of six months
from the Closing, up to a maximum amount for Keating and LC of $100,000 and
$50,000, respectively. The aggregate purchase price for the Shares
was $295,330, or approximately $0.0124 per share. In connection with
the Purchase Agreement, the Purchaser also agreed to assume, and to pay at the
closing of the transactions under the Purchase Agreement (“Closing”), certain
obligations of the Registrant in an aggregate amount of $44,670 (including
$25,000 owed to Keating Investments, LLC as a consulting fee for services
rendered to the Registrant in connection with the transactions contemplated
under the Purchase Agreement) (“Assumed Obligations”). The Closing
occurred on April 9, 2010. The Purchaser paid the aggregate purchase
price for the Shares with its own funds. 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.
At the
Closing, Keating resigned as the Registrant’s sole director, Chief Executive
Officer, President, Chief Financial Officer, Secretary and Treasurer, and Mr.
Cui Xiaowei, age 28, was elected as the Registrant’s sole director, President,
Chief Financial Officer and Secretary, to serve in such capacities until his
successors are duly elected and qualified. Mr. Cui Xiaowei, is the
principal shareholder, the President and a director of the
Purchaser. He has been the President and a director of the Purchaser
since February 2010. From 2009 to the present, Cui Xiaowei has been
studying political economics in Nanjing, but he has not earned any college
degrees. From December 2000 to November 2008, Cui Xiaowei served in
the Chinese Army.
Immediately
following the Closing, the beneficial ownership of the Registrant’s common stock
for (i) persons who beneficially own more than 5%; (ii) persons who are
directors and executive officers; and (iii) all directors and executive officers
a group, was as follows:
2
|
Name and Address
|
Amount and Nature of
Beneficial Ownership
|
Percentage of Class
|
|
Directors
and Executive Officers
|
||
|
Cui
Xiaowei (1)
Quastisky
Building
P.O.
Box 4389
Road
Town, Tortola
British
Virgin Islands
|
23,830,000
|
95.87%
|
|
All
Directors and Executive Officers as a Group
(1
individual)
|
23,830,000
|
95.87%
|
|
5%
Stockholders
|
||
|
Capital
Soldier Limited
c/o
Cui Xiaowei, Director and President
Quastisky
Building
P.O.
Box 4389
Road
Town, Tortola
British
Virgin Islands
|
23,830,000
|
95.87%
|
|
Cui
Xiaowei (1)
Quastisky
Building
P.O.
Box 4389
Road
Town, Tortola
British
Virgin Islands
|
23,830,000
|
95.87%
|
(1) Cui
Xiaowei is the President and a director of the Purchaser and has voting and
investment control over the securities owned by the
Purchaser. Therefore, Cui Xiaowei may be deemed a beneficial owner of
the 23,830,000 shares of common stock owned by the Purchaser.
At the
Closing and in connection therewith, the Registrant’s Agreement with Vero
Management, LLC (“Vero”) was terminated. Vero was previously engaged
by the Registrant to provide managerial and administrative
services. Keating is the manager of Vero. As of the
Closing, the Registrant had remaining obligations to Vero of approximately
$45,000, which amount was waived by Vero as a condition of the Closing and Vero
released the Registrant from any of its obligations under such
agreement.
At the
Closing and in connection therewith, the Registrant paid Keating Investments,
LLC, an affiliate of Keating, a fee of $25,000 for consulting services provided
to the Registrant in connection with transactions contemplated by the Purchase
Agreement.
In
addition, at the Closing and in connection therewith, the Registrant’s
Consulting Agreement with GFI was terminated. GFI was previously
engaged by the Registrant to provide financial and administrative
services. As a condition of the Closing, GFI released the Registrant
from any of its obligations under such agreement.
3
At the Closing and in connection
therewith, the Registrant paid LC $6,195 pursuant to a Certain Revolving Loan
Agreement by and between Forex365, Inc. and Lionsridge Capital, LLC dated
January 9, 2009, as amended June 30, 2009. All advances and accrued
interest under the revolving loan agreement was due and payable upon a change of
control of Forex365, Inc.
At the Closing and in connection
therewith, the Registrant paid Vero $13,425 pursuant to a Certain Revolving Loan
Agreement by and between Forex365, Inc. and Vero Management, L.L.C. dated
January 9, 2009, as amended June 30, 2009. All advances and accrued
interest under the revolving loan agreement was due and payable upon a change of
control of Forex365, Inc.
The
disclosures required by Item 5.01(a)(8) not explicitly included in this Form 8-K
are incorporated herein by reference to the Registrant’s Annual Report on Form
10-K (File No. 000-53436) filed with the Securities and Exchange Commission on
August 19, 2009.
4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Forex365, Inc. | |||
|
Date: April
15, 2010
|
By:
|
/s/ Cui Xiaowei | |
| Cui Xiaowei | |||
|
President
|
|||
5