SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 25, 2011
Date of Report
(Date of Earliest Event Reported)
DE YANG INTERNATIONAL GROUP LTD.
(Exact Name of Registrant as Specified in its Charter)
PINEWOOD ACQUISITION CORPORATION
(Former name of Registrant)
Delaware 000-54146 27-3566984
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
240 km, Freeway No. 324 Xiashaxi
Neicuo Town Xiangan District Xiamen
Fujian, China 361101
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
626/375-9016
(Registrant's Telephone Number)
This amended 8-K of May 25, 2011 is filed to correct the spelling of the name
Shengwen Chen which was incorrectly filed as Chengwen Chen.
ITEM 3.02 Unregistered Sales of Equity Securities
On June 1, 2011 the Registrant issued 19,500,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 for services
provided to the Corporation.
ITEM 5.01 Changes in Control of Registrant
The following events occurred which resulted in a change of control of
the Registrant:
1. On May 27, 2011, the Registrant redeemed from its then two
shareholders an aggregate of 19,500,000 of its 20,000,000 shares of outstanding
stock at a redemption price of $.0001 per share for an aggregate redemption
price of $1,950.
2. On May 27, 2011, the shareholders of the Corporation elected
new directors and the existing directors of the Corporation resigned and
simultaneously the then officers of the Corporation resigned and new officers
were appointed.
3. On June 1, 2011, the Registrant issued 19,500,000 shares of
common stock to the following shareholders in the following amounts
representing 97.5% of the total outstanding 20,000,000 shares of common
stock:
Yanshi Chen 17,000,000
DEP Group (a BVI corporation) 2,500,000
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G on October
7, 2010 as updated by the Annual Reports on Form 10-K filed on March 30,
2010 and Quarterly Reports on Form 10-Q filed January 26, 2011 and May 13,
2011 as supplemented by the information contained in this report.
The registrant anticipates that it may enter into a business combination
with an operating shoe manufacturing business located in China. No agreements
have been reached on terms of any such possible combination and no contracts nor
other documents have been executed. Such shoe manufacturing business was
founded in 1994 by the president of the registrant and it is in the process
of obtaining audited financial statements. The registrant will not make a
decision on any such possible combination until it receives the financial
report of such possible target company and management has the opportunity
to review and evaluate the report.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors
On May 27, 2011, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On May 27, 2011, James McKillop resigned as the Registrant's vice
president, and director.
On May 27, 2011, the following persons were elected to the Board of
Directors of the Registrant:
Yanshi (Steven) Chen (Chairman of the Board)
Zhengzhi Ye
Shengwen (Vincent) Chen
Shengmo (Eric) Chen
Enping Deng
On May 27, 2011, the following persons were appointed to the following
offices of the Registrant:
Shengwen (Vincent) Chen Chief Executive Officer
Yanshi (Steven) Chen President
Zhengzhi Ye Chief Financial Officer
Yanshi Chen (Steven Chen). Mr. Chen serves as president and a
director of the Registrant. Mr. Chen received his AS Degree in Business
Administration from NanKai University, Tianjing China. Mr. Chen founded De
Yang Shoe Company in 1994, and developed the factory from a small workshop
to a multimillion business. Over the decade, Steven accumulated hands-on
experience and expertise in the operation of De Yang. Approximately 95% of the
De Yang Shoe Company operations is the manufacturing of foreign brands and
5% is local retail sales through its three retail outlets. De Yang has 700
employees.
Shengwen Chen (Vincent Chen). Mr. Chen serves as chief executive
officer and a director of the Registrant. Mr. Chen received his Bachelor in
Business Administration from Wuhan University, Hubei China. Mr. Chen is the
son of Steven Chen. Mr. Chen is trained in IT technology, LEAN, ISO, 7S
professional management tools and was a pioneer in implementing these advanced
management methods in Chinese shoe manufacturing industry. Mr. Chen is an
expert in cost control and quality assurance. Mr. Chen has a unique insight
into the market trend and rhythm.
Zhenzhi Ye. Ms. Ye serves as the chief financial officer and a director
of the Registrant. Ms. Ye received her Associate Degree in Business
Administration from Nankai University, Tianjin, China. Ms. Ye cofounded De
Yang Shoe Company in 1994 and is in charge of it daily financial operation. She
developed and supervised the accounting system for De Yang Shoe Company and
reviews the daily accounting reports and analyzes the data. She communicates
daily with different departments and all nationwide retail stores to monitor
cash flow and inventory level and develops the annual budget for De Yang
Shoe Company. She controls cash flow and audits the execution of business
plans. Ms. Ye is well trained and versed in local and national accounting
and tax regulation.
Shengmo Chen (Eric Chen). Mr. Shengmo (Eric) Chen serves as a
director of the Registrant. Mr. Chen received his Bachelor in Business
Administration from Wuhan University, Hubei, China. Mr. Chen is the son of
Steven Chen. Mr. Chen started working at De Yang Shoe Company in 2007 and
currently serves as it Director in charge of Brand Execution and Human
Resources. Mr. Chen has established a state of the art enterprise management
system including business structure, merchandise flow design, human resources
training, quality control, team building, enterprise culture and brand name
marketing. Mr. Chen is primarily responsible for establishing De Yang Shoe
Company's brand name to a well known brand utilizing strategic location planning
to establish stores targeting particular consumer groups.
Enping Deng. Mr. Deng serves as a director of the Registrant. Mr.
Deng received his Bachelor of Science degree from the University of California,
Berkeley, with a double major, in Business Administration and Economics.
Beginning in 2008, Mr. Deng worked as financial advisor in Wachovia Securities,
which merged with Wells Fargo Advisors in 2008. In 2009, start working in
JPMorgan Chase's subsidiary company Chase Investment Service Corp. as
Financial Advisor, Vice President. In 2011, he resigned from Chase Investment
Service Corp. to work with the Registrant. Mr. Deng manages the key
relationships with investment banks, fund managers, and media.
ITEM 5.03 Amendments to Articles of Incorporation
On May 24, 2011, the shareholders of the Corporation and the Board of
Directors unanimously approved the change of the Registrant's name to De Yang
International Group Ltd. and filed such change with the State of Delaware.
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 hereunder duly authorized.
DE YANG INTERNATIONAL GROUP LTD
Formerly:
Pinewood Acquisition Corporation
Date: August 29, 2011 Yanshi (Steven) Chen
Presiden
