0001165527-11-000504.txt : 20110525 0001165527-11-000504.hdr.sgml : 20110525 20110525133516 ACCESSION NUMBER: 0001165527-11-000504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110512 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110525 DATE AS OF CHANGE: 20110525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dong Xin Chemical Co., Ltd. CENTRAL INDEX KEY: 0001475204 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 263551294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53807 FILM NUMBER: 11870384 BUSINESS ADDRESS: STREET 1: 13/F MAN YEE BUILDING 68 STREET 2: DESVOUEX ROAD CITY: CENTRAL HONG KONG SAR STATE: F4 ZIP: 00000 BUSINESS PHONE: 852 62338767 MAIL ADDRESS: STREET 1: 13/F MAN YEE BUILDING 68 STREET 2: DESVOUEX ROAD CITY: CENTRAL HONG KONG SAR STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Meiguo Acquisition Corp DATE OF NAME CHANGE: 20091026 8-K 1 g5167.txt CURRENT REPORT DATED 5-12-11 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): May 12, 2011 DONG XIN CHEMICAL CO., LTD. (Exact name of registrant as specified in its charter) Delaware 000-53807 26-3551294 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 13/F Man Yee Building 68, Desvouex Road, Central Hong Kong SAR (Address of Principal Executive Offices) (Zip Code) 852 62338767 (Registrant's telephone number, including area code) Meiguo Acquisition Corp. 28248 North Tatum Blvd., Suite B-1-434, Cave Creek, Arizona 85331 (former name and address, if changed since last report) 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c)) EXPLANATORY NOTE This Report is being filed by us in connection with a Stock Purchase Agreement dated May 12, 2011, through which Overseas Faith Limited, a Hong Kong company, acquired 100% of our issued and outstanding common stock from David W. Keaveney, our former President, sole director and sole shareholder. The Company was not a party to the Stock Purchase Agreement, which resulted in a change in control of the Company, which is not totally controlled by Overseas Faith Limited. We did not issue any securities in connection with the transaction. Prior to this change of control, we were a shell company and we are still a shell company. FORM 10 INFORMATION Item 5.01 (a) (8) of Form 8-K states that if the registrant was a shell company like we were immediately before a change in control, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 upon consummation of the change in control transaction. Pursuant to Item 5.01 (a) (8), we previously reported "Form 10" level information in our Form 10-K Annual Report for the Fiscal Year Ended December 31, 2010, filed with the Commission on March 21, 2011, and we previously filed or previously reported our Form 10-12G/A registration statement filed with the Commission on January 12, 2010. ITEM. 5.01 CHANGE OF CONTROL OF REGISTRANT. On May 12, 2011, Overseas Faith Limited, a Hong Kong company, entered into a Stock Purchase Agreement with David W. Keaveney pursuant to which Overseas Faith Limited acquired 25,000,000 shares of Common Stock from David W. Keaveney, our then President, for aggregate consideration of $50,000, effective on or before May 23, 2011. The stock acquisition was effective on May 13, 2011. We are not aware of any arrangements that may result in another change in control of the Company. As a result of this transaction, Overseas Faith Limited is the beneficial owner of 100% of our issued and outstanding Common Stock. On May 13, 2011, Mr. Tian Lidong was appointed as Vice President and Director of the Company. On May 14, 2011, Mr. Keaveney resigned from the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company. On May 15, 2011, Tian Lidong was appointed to the offices of President, Secretary and Treasurer of the Company. There is currently no compensatory plan or employment agreement in place for any of our officers or directors. Mr. Lidong's business experience and background are set forth in the biographical information set forth below. TIAN LIDONG, PRESIDENT, SECRETARY, TREASURER AND DIRECTOR Tian Lidong was born in Hebei, China on September 26, 1963. Since 2001, Mr.Lidong has served as President of Hebei Dongxin Industry (Group) Co., Ltd., the largest building materials supermarket wholesale company in Handan City, Hebei Province, China with revenues of approximately U.S. $100,000,000 per year. Mr. Lidong is also an investor in financial operations and commercial real estate. Mr. Lidong received a degree in Economic Management from Handan College in 1999. From 2002 until 2007, Mr. Lidong attended Tsinghua University where he took a High Level Management Course. 2 ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Please refer to Item 5.01 - "Change of Control of Registrant" above, which description is in its entirety incorporated by reference in this Item. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On May 17, 2011, we amended our Certificate of Incorporation to change our name to "Dong Xin Chemical Co., Ltd." No other changes were made to our Certificate of Incorporation. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description ----------- ----------- 3.1 (i) Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 17, 2011. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 25, 2011 DONG XIN CHEMICAL CO., LTD. By: /s/ Tian Lidong -------------------------------- Tian Lidong President 3 EXHIBITS INDEX Exhibit No. Description ----------- ----------- 3.1 (i) Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 17, 2011. 4 EX-3.1 2 ex3-1.txt AMENDMENT OF CERTIFICATE OF INCORP Exhibit 3.1 (1) State of Delaware Secretary of State Division of Corporation Delivered 03:59 PM 05/17/2011 FILED 03:59 PM 05/17/2011 SRV 110564949 - 4610061 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Meiguo Acquisition Corp. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "First" so that, as amended, said Article shall be and read as follows: The name of the Corporation is being changed to: Dong Xin Chemical Co., Ltd. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 13 day of May, 2011. By: /s/ David W. Keaveney ---------------------------- Authorized Officer Title: President Name: David W. Keaveney