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
September 5, 2018
Date of Report
(Date of Earliest Event Reported)
HIDDEN FOREST ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-55892 82-3690135
(State or other (Commission File Number) (IRS Employer
jurisdiction Number)
of incorporation)
380 South Los Angeles Street, Suite P2
Los Angeles, California 90024
(Address of principal executive offices) (zip code)
949-616-5723
(Registrant's telephone number, including area code)
ITEM 3.02 Unregistered Sales of Equity Securities
On September 6, 2018, Hidden Forest Acquisition Corporation
(the "Registrant" or the "Company") issued shares of its common stock
pursuant to Section 4(a)(2) of the Securities Act of 1933 at par
representing 98% of the total outstanding 20,000,000 shares
of common stock as follows:
Zhitian Deng 17,800,000
Thomas Vinh Lai 600,000
Kaiming Wu 600,000
Wenxiu Feng 600,000
With the issuance of the stock and the redemption of 19,600,000
shares of stock (discussed below), the Company effected a change in
its control and the shareholders elected new management of the Company.
The Company intends to develop its business plan by acquiring World
Zhitian Art Finance Co., Ltd., a private Delaware company. If the
Company makes any acquisitions, mergers or other business combination,
the Company will file a Form 8-K but until such time the Company
remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On September 5, 2018, the following events occurred which resulted
in a change of control of the Registrant:
The Registrant cancelled an aggregate of 19,600,000 of the
then 20,000,000 shares of outstanding stock valued at par.
The then current officers and directors resigned.
New officer(s) and director(s) were appointed and elected.
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 filed on January 19, 2018 as amended and supplemented by the
information contained in this report.
The Registrant has been formed to develop the business of World
Zhitian Art Finance Co., Ltd. with the objective of conversion of art,
collectibles, film and other valuables into an asset class investment
security.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On September 5, 2018, the following events occurred:
James M. Cassidy resigned as the Registrant's president,
secretary and director.
James McKillop resigned as the Registrant's vice president
and director.
The following person was appointed as the sole director of
the Registrant: Zhitian Deng
The following persons were appointed to serve in the offices as
listed below:
Thomas Vinh Lai President, Chief Executive Officer
Kaiming Wu Chief Operating Officer
Wenxiu Feng Chief Business Officer
.
Zhitian Deng serves as the sole director of the Company. Dr. Deng
received his college education at the Air Force Engineering College in
Xi'an, received his Masters Degree in 1989 from the Sichuan International
Studies College and in 1992 received his Ph.D. from Heilongjiang University.
In 1994, Dr. Deng was a reporter for "China's Foreign Investment" and
"Chinese and Foreign Investment Enterprise News". Since 1999, he has
been a serious art collector and investor. From 1999 to 2009, he wrote
nine books on the subject and became the largest collector in Asia. By
2013, the collection, "Art Influence" and "Chinese Art", was registered
in the Western Financial City in the Ministry of Industry and Information
Technology. In 2015, Dr. Deng established the Sichuan Zhitian Financial
Service Outsourcing Co., Ltd. In 2016, Dr. served as Executive Chairman
of the United Nations World Chinese Chamber of Commerce and served as
President of the World Financial Industry Cloud and World Antiques
Industry Cloud.
In 2016, Dr. Deng's company, Sichuan Zhi Tian Financial Services
Outsourcing Co., Ltd. was awarded an honorary title as Ten Honest
Enterprises in the World by Chairman Li Longji of Global Alliance
Peacekeeping Security. The following year, 2017, Chairman Li Longji
from Hong Kong awarded Dr. Deng the prestigious award of honorary
title of the World's Top Ten People at the 3rd World Conference on
the Declaration on Peace, held in Beijing, Dr. Deng was awarded an
honorary doctorate in economics by the World Academic Center.
In 2018, Dr. Deng served as chairman of the first World Financial
Congress held in Sichuan, China. Presently Dr. Deng is the chairman
of the board of the Zhitian Art Finance Co., Ltd. and serves as an
officer on nearly 100 community organizations including "Chinese
Children", "Discovery", "Chinese Business" and others.
Thomas Vinh Lai serves as the President and Chief Executive Officer
of the Company. In 2011, Mr. Lai founded America International
Investment, Inc. and has served as its president to the present. In
2018 he co-founded World Zhitian Art Finance Co., Ltd. for the purpose
of conversion of art and other valuables into an asset class investment
for sale as a security on the equity market. He is the architect for
the blockchain platform for use by the company with built-in artificial
intelligence, social media, e-commerce, online auction, and financing
to run on arttian.com. In 2017, he served as advisor, strategist and
business developer for Deppon Logistics LLC (USA) and was the architect
for its going public. In 2014, Mr. Lai was the managing partner and
president of United Mason International, Inc. and in 2013, he was
the managing partner and president of Phoenix Nano Technology, in
Ghana which introduced its 3G smart phones into West African
territories, including Ghana, Nigeria, Liveria, and Sierra Leone.
Wenxiu Feng serves as the Chief Business Officer of the Company.
Since 2000, Ms. Feng has been engaged in sales and insurance work in
the world financial platform. In 2015, she was one of the original
shareholders of the World Financial Platform and of Sichuan Zhitian
Financial Services Outsourcing Co., Ltd. In 2016, she served as one
of the original deans of the Chinese Business School and in 2017 she
was one of the founders and Executive Director of the China Business
Enterprise Alliance.
Kaiming Wu serves as Chief Operating Officer of the Company. From
2003 to 2005, Mr. Wu was a graduate student of Xi'an Institute of
Information Engineering. From 2009 to 2013, Mr. Wu served as vice-
president and secretary general of New Energy Industrial Promotion
Association of Sichuan Province. From 2013 to 2015, Mr. Wu was a
doctoral student in finance. In 2015, Mr. Wu served as executive
vice president of World Financial Platform and general manager of
Sichuan Zhi Tian Financial Services Outsourcing Co., Ltd. In 2018,
Mr. Wu became the president and chairman of the board of Sichuan
Chinese Film Culture Media Co., Ltd.
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.
HIDDEN FOREST ACQUISITION CORPORATION
Date: September 6, 2018
/s/ Thomas Vinh Lai, President
