Date of report (Date of earliest event reported): October 26, 2016

 

On October 26, 2016 (the "Closing Date"), Sunburst Acquisitions V, Inc., a Colorado corporation (the "Company"), entered into Stock Purchase Agreements (the "Agreement") with a Hong Kong based accredited investor, Sea Treasure Holdings Limited, and entity controlled by Terence Ho, the Chief Executive Officer of the Company, pursuant to which the Company issued an aggregate of 25,000,000 shares of common stock, or approximately 91% of the issued and outstanding common stock of the Company, at an aggregate purchase price of approximately $250,000.

The board of directors and the shareholder holding approximately 97% of the issued and outstanding common stock of the Company approved the transaction described herein.

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

These securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

 

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 5.01.  As a result of the transaction described in Item 1.01 above, Sea Treasure Holdings Limited acquired approximately 91% of the total votes entitled to be cast at any meeting of shareholders, giving it voting control of the Company.  Sea Treasure Holdings Limited obtained the funds for the purchase of the Company's common stock in the transaction from its available cash on hand.

 

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(a)   Resignation of Directors

On November 15, 2016, Vivian Szeto resigned from board of directors of the Company. There were no disagreements between Ms. Szeto and the Company or any officer or director of the Company, and Ms. Szeto remains an employee of the Company.

 

Item 9.01 Financial Statement and Exhibits.