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): January 31, 2018
ALGAE RESOURCE HOLDINGS INC
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-199029 | 98-1190597 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
Suite 1609, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong
|
N/A |
| (Address of principal executive offices) | (Zip code) |
| Registrant's telephone number, including area code: | Tel: +852 2989 0251 Fax: +852 2149 7094 |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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(17CFR240.14d-2(b)) |
| [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
| Section 1.01 - Entry into a Material Definitive Agreement |
On January 31, 2018 the Company acquired all the shares of VF Holding Limited ("VFHL") for the issuance of 7,000,000 shares in the Company to the vendors. VFHL is a company incorporated in Hong Kong and holds a number of patents and formulas for the Hong Kong and China market for extracting high purity Omega 3 from the plant for healthcare applications.
| Section 3.02 - Unregistered Sale of Equity Securities |
In connection with the transaction described in Item 1.01 of this Current Report on Form 8-K, the Company shall issues up to 7,000,000 shares of its common stock to the vendors as the consideration for the purchase of 100% interests in VFHL.
| Section 5.01 - Changes in Control of Regisrant |
As described in Item 1.01 above, on January 31, 2018 as the result of the acquisition of VFHL and the issuance of a total of 7,000,000 shares to vendors, Dr. Chester Chak Yuen Chan, one of the vendors, became the largest and controlling shareholder, holding 3,913,506 shares in the Company representing approximately 51.16% of the outstanding issued shares in the Company.
SIGNATURES
Date: February 6, 2018 |
ALGAE RESOURCE HOLDINGS INC. |
| By: /s/ Daobing Song | |
| _________________________________ | |
| Name: Daobing Song | |
| Title: President, Chief Executive Officer, Director | |