UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Third Amendment
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2020
SOLTREST, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-227526 | 35-2606208 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Floor 6, Building 6
LuGang
WebMall Town, ChouJiang, YiWu
Jinhua City, Zhejiang Province China 322000
(Address of principal executive offices) (zip code)
8
Tiaojiayuan Street Suite 1402,
Chaoyang District, Beijing China
(Former name or former address, if changed since last report.)
86-155-5793-7666
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which Registered | ||
| Common Stock | SOLQ | None |
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 (see General Instruction A.2. below):
| [ ] | 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)) |
Explanatory Note
The purpose of this Third Amendment to the Form 8-K filed with the Securities and Exchange Commission on March 6, 2020 is to correct an omission in the original filing relating to the appointment of Yiru Shi as the Secretary of the Company on May 14, 2020.
Item 1.01 Entry into a Material Definitive Agreement.
On March 5, 2020, Pursuant to an Agreement for the Purchase of Common Stock dated as of February 27, 2020, HangJin Chen purchased 5,000,000 shares of Company Common Stock from Li WeiWei and fifteen (15) other purchasers represented by Hangjin Chen purchased an additional 1,958,000 shares from other shareholders of the Company. The aggregate shares purchased in this transaction represented approximately 99.97% of the issued and outstanding shares of the Company.
Item 5.01 Changes in Control of Registrant.
See Item 1.01, above. On March 4, 2020, a change in control of the registrant occurred with the purchase of 6,958,000 shares of Company Common Stock (representing 99.97% of the issued and outstanding shares of the Company) by HangJin Chen and fifteen (15) other Purchasers represented by Mr. Chen.
Item 5.02 Departure of Directors and Principal Officers, Election of Directors, Appointment of Principal Officers.
See Item 1.01, above. Effective March 4, 2020, the Board of Directors accepted the resignations of Li WeiWei as President, Secretary, Chief Executive Officer and a director of the Company and Alexander Ber as Treasurer of the Company and appointed HangJin Chen to serve as President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Director until the next election of directors and appointment of officers or the appointment of his successor upon his resignation. Thereafter, on May 14, 2020, HangJin Chen resigned as Secretary of the Company and was replaced by Yiru Shi.
HangJin Chen (29)
Mr. Chen has served as President, Treasurer, Chief Executive Officer, Chief Financial Officer and a Director of the Company since March 2020. Commencing in May 2016. In June 2019, he founded the Daqing Valley project and Panan Dongchuan tourism development project. His other activities have included Zhejiang Shenmiao Technology Co., Ltd., established in July 2019 where he served as General Manager and Sheng Da Network Technology Co., Ltd., founded in October 2019, serving as its chairman. He also led a technology development team to create Whale Buy Mall, expected to launch by the end of March 2020. Mr. Chen attended Zhejiang University from 2017 to 2019 and received an EMBA (Senior Manager MBA Masters Degree Courses).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
None.
SIGNATURES
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SOLTREST, INC. | ||
| Date: July 28, 2020 | By | /s/ HangJin Chen |
| HangJin Chen | ||
| CEO, CFO, President and Treasurer | ||