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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 1934
Date of Report (date of earliest event reported): October 27, 2014
US Parts Online Inc.
(Exact name of registrant as specified in charter)
Nevada 3714 39-2078722
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation) Classification Number) Identification No.)
US Parts Online Inc.
Room 2812
28/F, Office Tower, Convention Plaza
1 Harbour Road
Wanchai, Hong Kong
(Address of principal executive offices)
(852) 3693 0998
(Issuer's Telephone Number)
Incorp Services Inc.
2360 Corporate Circle Suite 400, Henderson NV 89074
(702) 866-2500
(Agent for Service)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On October 27, 2014 (the "Closing"), Hong Kong Wanfeng International
Investment Group Co., Limited ("Purchaser"), entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Dmitrijs Podlubnijs ("Seller"),
pursuant to which the Seller sold for an aggregate purchase price of $390,000,
5,000,000 shares of the Common Stock of US Parts Online, Inc., a Nevada
corporation (the "Company"). At the Closing, the Purchaser acquired an aggregate
of 5,000,000 shares of Common Stock, or approximately 78.49% of the issued and
outstanding Common Stock and attained voting control of the Company.
The following table sets forth certain information as of October 27, 2014
with respect to the beneficial ownership of the Company's outstanding common
stock. Except as otherwise indicated, each of the stockholders listed below has
sole voting and investment power over the shares beneficially owned.
Common Stock Percentage of
Beneficially Common Stock
Name of Beneficial Owner Owned Beneficially Owned (2)
------------------------ ----- ----------------------
Hong Kong Wanfeng International
Investment Group Co., Limited (1) 5,000,000 78.49%
1. Liu Yihe and Chong Cheuk Man, Yuki together own 100% of the Common Stock of
Hong Kong Wanfeng International Investment Group Co., Limited and, as a
result, have voting and dispositive powers over the securities of the
Company owned by Hong Kong Wanfeng International Investment Group Co.,
Limited.
2. Percentage ownership is based on an assumption of 6,370,000 shares of
common stock outstanding as of October 27, 2014. There are no outstanding
options, warrants or other securities convertible into our Common Stock.
The Company was a "shell company", as defined in Rule 12b-2 of the Exchange
Act prior to the change of control. In accordance with paragraph (8) of Item
5.01 of Form 8-K, the Company is required to provide the information that would
be required if the Company were filing a Form 10 registration statement under
the Exchange Act, provided that where such information has been previously
reported, the Company may identify the filing in which this disclosure is
included instead of including the required disclosure in this Form 8-K. The
following Form 10 information is provided, with reference to the filing made by
the Company in which the information is disclosed, where the information is not
included in this report:
Form 10 Item Description Filing Where Information is Included
------------ ----------- ------------------------------------
Item 1 Business Form 10-K for the fiscal year ended
November 30, 2013, filed with the
Securities and Exchange Commission on
March 7, 2014.
Item 2 Financial Information Provided in this Current Report on Form 8-K.
Item 3 Properties Form 10-K for the fiscal year ended
November 30, 2013, filed with the
Securities and Exchange Commission on
March 7, 2014.
Item 4 Security Ownership of Certain Provided in this Current Report on Form 8-K.
Beneficial Owners and Management
Item 5 Directors and Executive Officers Provided in this Current Report on Form 8-K
Item 6 Executive Compensation Form 10-K for the fiscal year ended
November 30, 2013, filed with the
Securities and Exchange Commission on
March 7, 2014.
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Item 7 Certain Relationships and Related Form 10-K for the fiscal year ended
Transactions, and Director November 30, 2013, filed with the
Independence Securities and Exchange Commission on
March 7, 2014.
Item 8 Legal Proceedings Form 10-K for the fiscal year ended
November 30, 2013, filed with the
Securities and Exchange Commission on
March 7, 2014.
Item 9 Market Price of Dividends on Form 10-K for the fiscal year ended
Registrant's Common Equity and Related November 30, 2013, filed with the
Stockholder Matters Securities and Exchange Commission on
March 7, 2014.
Item 10 Recent Sales of Unregistered Form 10-K for the fiscal year ended
Securities November 30, 2013, filed with the
Securities and Exchange Commission on
March 7, 2014.
Item 11 Description of Registrant's Securities Provided in this Current Report on
to be Registered Form 8-K
Item 12 Indemnification of Directors and Provided in this Current Report on
Officers Form 8-K
Item 13 Financial Statements and Supplementary Form 10-K for the fiscal year ended
Data November 30, 2013, filed with the
Securities and Exchange Commission on
March 7, 2014.
Item 14 Changes in and Disagreements with Form 10-K for the fiscal year ended
Accountants on Accounting and November 30, 2013, filed with the
Financial Disclosure Securities and Exchange Commission on
March 7, 2014.
Item 15 Financial Statements and Exhibits Form 10-K for the fiscal year ended
November 30, 2013, filed with the
Securities and Exchange Commission on
March 7, 2014. Also included in this
Current Report on Form 8-K.
DESCRIPTION OF SECURITIES
GENERAL
The Company's authorized capital stock consists of 75,000,000 shares of
common stock, par value $0.001 per share. As of the Closing, there are 6,370,000
shares of Common Stock issued and outstanding.
All of the shares of our authorized capital stock, when issued for such
consideration as our Board of Directors may determine, shall be fully paid and
non-assessable.
COMMON STOCK
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of common stock are entitled to share in all dividends that
the Board of Directors, in its discretion, declares from legally available
funds. In the event of a liquidation, dissolution or winding up, each
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outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock,
if any, having preference over the common stock. Holders of our common stock
have no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to our common stock.
PREFERRED STOCK
As of the date of this Report, there were no shares of preferred stock
authorized or outstanding.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our officers and directors are indemnified as provided by the Nevada
Revised Statutes. Under the Nevada Revised Statutes, a corporation may indemnify
a director or officer for expenses, including attorneys' fees, judgments, fines,
and amounts paid in settlement in connection with certain actions. Excepted from
a director's or officer's ability to receive indemnification are:
(1) the commission or omission of an act which constitutes breach of a
director's or officer's fiduciary duties and which involves intentional
misconduct, fraud or a knowing violation of the law;
(2) failure to act in good faith and in a manner which the officer or
director reasonably believed to be in or not opposed to the best interests of
the company and,
(3) with respect to a criminal action or proceeding, a violation of
criminal law (unless the director had reasonable cause to believe that his or
her conduct was lawful or no reasonable cause to believe that his or her conduct
was unlawful).
CHANGES TO THE BOARD OF DIRECTORS
In connection with the acquisition of the shares of Company by the
Purchaser, Mr. Podlubnijs resigned from our board of directors effective as of
October 27, 2014 and Lu Miao, Liu Yihe, and Chong Cheuk Man Yuki were appointed
to the Company's Board of Directors.
The following sets forth the names of the resigning and incoming directors
and executive officers of the Company and the principal positions with the
Company held by such persons. Directors serve one year terms or until their
successors are elected. The Company has not had standing audit, nominating or
compensation committees of the Board of Directors or committees performing
similar functions due to the limited scope of its operations in the past. All
such applicable functions have been performed by the Board of Directors as a
whole.
There are no material proceedings known to the Company to which any
director, officer or affiliate of the Company or any owner of record or
beneficially of more than 5% of any class of voting securities of the Company or
any affiliate of such persons is a party adverse to the Company or has a
material interest adverse to the Company. There are no legal proceedings known
to the Company that are material to the evaluation of the ability or integrity
of any of the directors or executive officers.
RESIGNING DIRECTORS AND EXECUTIVE OFFICERS
Dmitrijs Podlubnijs was the Company's President, Secretary, Treasurer,
Chief Executive Officer, and Chief Financial Officer until October 27, 2014, and
the sole director of the Company until October 27, 2014. Mr. Podlubnijs has
acted as the Company's sole officer and director since its incorporation on
October 17, 2011. From January 2011 to present, Dmitrijs Podlubnijs devoted his
time to researching the new and used car parts industry. He also traveled to
different European countries to study car parts businesses already prevalent and
in operation. Mr. Podlubnijs has worked at Astrareal OY, Freight Forwarding and
Port Operations Handling Company in Kotka, Finland from 1997 to January 2011.
His role there was in the capacity of Warehouse Manager. He has extensive
experience relevant to whether certain auto parts will be salable.
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INCOMING DIRECTORS AND EXECUTIVE OFFICERS
MR. LU MIAO
Mr. Lu received a Bachelor of Business Administration from Zhejiang
University.
Mr. Lu is the Chief Executive Officer and a director of the Company. Since
2011, Mr. Lu has served as the Marketing Manager of the GuangXi Cultural Arts
Property Exchange. Mr. Lu has over 10 years of experience in marketing
solutions, software engineering, IT strategy and architecture for Cultural Art
Industries, Securities and Futures. Mr. Lu is an entrepreneur with enthusiastic
in support charities and community services in China and Hong Kong.
Pursuant to the Purchase Agreement, Dmitrijs Podlubnijs resigned from the
offices of President, Secretary and Treasurer of the Company effective on
October 27, 2014. In connection with the same Purchase Agreement, Mr. Lu assumed
the roles of President, Secretary and Treasurer effective on October 27, 2014.
At the same time, Mr. Lu was appointed to the Board of Directors.
MR. LIU YIHE
Liu Yihe received a Bachelor of General Studies from Fort Hays States
University.
Mr. Liu is a director of the Company. Mr. Liu has over 8 years of
experience in investment alternatives including Cultural Art Industries,
Securities and Private Equity Funds. Mr. Liu also serves as the General Manager
of the GuangXi Cultural Arts Property Exchange and the Director of Hong Kong
Wanfeng International Investment Group Co Ltd for the past several years. His
expertise is to conduct industry and economic research on topics affecting
Cultural Art Industires and analyses in the evaluation of investment
alternatives including Antiques, Cultural Art and Collectibles.
As stated above, in connection with the acquisition of the shares of
Company by the Purchaser, Mr. Podlubnijs resigned from our board of directors
effective as of October 27, 2014 and Mr. Liu was appointed to the Company's
Board of Directors.
DR. CHONG CHEUK MAN, YUKI
PhD (NEUST), MSocSc (HKU), MBA (RRU), BGS (FHSU), BAM (Ballarat) PG Dip Law
(Northumbria).
Dr. Chong is the Chief Financial Officer and a director of the Company. Dr.
Chong has over twelve years of experience in management and government contract
projects in Hong Kong. For the past nine years, Dr. Chong has been self-employed
as a business consultant, providing consulting services to companies in the
fields of acquisition, administration, internal auditing, strategic planning and
execution, accounting and budgeting efforts. He also serves as an adjunct
professor and faculty member of Universities in Canada, United States of America
and Hong Kong.
As stated above, in connection with the acquisition of the shares of
Company by the Purchaser, Mr. Podlubnijs resigned from our board of directors
effective as of October 27, 2014 and Dr. Chong Cheuk Man was appointed to the
Company's Board of Directors, in addition to assuming the role of Chief
Financial Officer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(b) SHELL COMPANY TRANSACTIONS.
Not applicable.
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(d) EXHIBITS
Exhibit
Number Description
99.1 Common Stock Purchase Agreement dated October 27, 2014, by and among
Hong Kong Wanfeng International Investment Group Co., Limited, Dmitrijs
Podlubnijs, and US Parts Online, Inc.
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.
US PARTS ONLINE, INC.
October 29, 2014 By: /s/ Chong Cheuk Man, Yuki
--------------------------------------------
Chong Cheuk Man, Yuki
Chief Financial Officer and Director
