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): April 19, 2013
Avante Systems, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-171305 | 99-0362655 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
Room 709-710, 7/F Tower 1, Silvercord Centre, Tsim Sha Tsui, Kowloon, Hong Kong |
________ |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 852-3111-3951
|
695-24-05 Desa Kiara, Jalan Damasara Kuala Lumpur, Malaysia (Former name or former 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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry Into A Material Definitive Agreement
On April 19, 2013, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our prior officers and directors, Xu Hai Bo and Ran Hong Dan. Pursuant to the Agreement, we transferred all assets and business operations associated with our cellular video camera to Xu Hai Bo and Ran Hong Dan. In exchange, Xu Hai Bo and Ran Hong Dan agreed to cancel their 1,275,000 shares in our company and assume and cancel all liabilities relating to our former business, including officer loans amounting to $20,650.
As a result of the Agreement, we are no longer pursuing our former business plan. Under the direction of our newly appointed officer and director, as set forth below, we intend to develop a business focused on 3D printers for professionals and consumers. Our mission is to develop a comprehensive product that is affordable to own and operate.
SECTION 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On April 19, 2013, we issued 1,000,000 shares of our common stock pursuant to Regulation S of the Securities Act of 1933, as amended, to Yuen Hong Sezto. We received proceeds of $50,000 from the offering. The purchaser represented to us that he was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. The purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution. The purchaser was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.
SECTION 5 – Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
The information set forth in Items 1.01 and 3.02 above related to a change of control is incorporated herein by reference.
As a result of the cancellation of 1,275,000 shares by Xu Hai Bo and Ran Hong Dan and the purchase of 1,000,000 shares by Yuen Hong Sezto there has been a change in control of our company.
In connection with the change in control of our company, Xu Hai Bo and Ran Hong Dan appointed Yuen Hong Sezto to the board of directors and to certain officer positions and then resigned from all officer and director positions, as discussed in Item 5.02, below.
There are no arrangements known to the company, the operation of which may, at a subsequent date, result in a change in control of the registrant.
Following the change in control, the following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of April 19, 2013 by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
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Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 2,350,000 shares of Common Stock issued and outstanding.
|
Title of class |
Name and address of beneficial owner |
Amount of beneficial ownership |
Percent of class |
| Common |
Yuen Hong Sezto Room 709-710, 7/F Tower 1, Silvercord Centre, Tsim Sha Tsui, Kowloon, Hong Kong |
1,000,000 | 42% |
| All Officers and Directors as a Group (one person) | 1,000,000 | 42% | |
| Other 5% owners | |||
| None. |
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
Except as superseded or updated by the disclosures set forth in this Current Report, all other information required Item 5.01(a)(8) of Form 8-K may be found in the Company’s Annual Report on Form 10-K filed January 25, 2013, the Form 10-Q filed on March 7, 2013, and in the Company’s Registration Statement on Form S-1/A filed May 9, 2011, each of which is incorporated herein by reference as permitted by Item 5.01(a)(8) of Form 8-K.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On April 19, 2013, the board of directors appointed Yuen Hong Sezto to our board of directors. In addition, the board appointed Yuen Hong Sezto as President and Chief Executive Officer.
Following these appointments, the board accepted the resignations of Xu Hai Bo and Ran Hong Dan as our former officers and directors. There was no known disagreement with Xu Hai Bo and Ran Hong Dan regarding our operations, policies, or practices.
Yuen Hong Sezto is our newly appointed President, Chief Executive Officer, and Director.
Mr. Yuen Hong Szeto was born in Hong Kong and holds a B.A. degree in Mathematics for Commerce. From April 2011 to Feb 2012 Mr. Szeto has been served as Project Manager at Binyee Technology and Trading Co., Ltd, he oversees and Prepares marketing objectives and plans for the company’s products launch in Hong Kong and China, including 2d and 3d printers and its prototyping products and services. From 2007 to Feb 2011 Mr. Szeto has been served as Account Manager at Richfield Group Holdings Ltd. He is oversees projects in property consolidation, assembly and redevelopment. He provides budgeting analysis reports, profit projections in redevelopment projects. He liaises with different parties including: developers, landlords, government authorities, lawyers, surveying and engineering consultants.
Our newly-appointed officer and director has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years. At this time, we do not have any written employment agreements or other formal compensation agreements with Yuen Hong Sezto. Compensation arrangements with our officers and directors are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.
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SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
Following the transactions described above, our corporate offices have been moved and our phone number has changed. Our new office address and phone number is:
Room 709-710, 7/F Tower 1,
Silvercord Centre, Tsim Sha Tsui, Kowloon,
Hong Kong
Tel: 852-3111-3951
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations |
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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 hereunto duly authorized.
Avante Systems, Inc.
/s/ Yuen Hong Sezto
Yuen Hong Sezto
President and Chief Executive Officer
Date: April 24, 2013
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AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of April 19, 2013, by Avante Systems, Inc., a Nevada corporation (“Assignor”), and Xu Hai Bo and Ran Hong Dan (together “Assignee”).
WHEREAS, Assignor has been engaged in the business of developing, manufacturing, and selling a cellular video camera specifically for use in schools, child/eldercare facilities, and residences in Asia (the “Business”); and
WHEREAS, Assignor desires to convey, transfer and assign to Assignee, and Assignee desires to acquire from Assignor, all of the assets of Assignor relating to the operation of the Business, and in connection therewith, Assignee has agreed to assume all of the liabilities of Assignor relating to the Business, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Assignment.
1.1. Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Business (the “Assets”), including, but not limited to, the assets listed on Exhibit A hereto, and identified in part by reference to Assignor’s most recent balance sheet filed with Securities and Exchange Commission (the “Balance Sheet”).
1.2 Further Assurances. Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Transfer and Assumption Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of the Assets.
Section 2. Assumption and Cancellation of Shares.
2.1 Assumed Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, (i) all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Business (the “Liabilities”), including, but not limited to, the Liabilities listed on Exhibit B, and identified in part by reference to the Balance Sheet.
2.2. Cancellation of Shares. Assignee further agrees to cancel the 1,275,000 shares held by Xu Hai Bo and Ran Hong Dan in Assignor.
2.3 Further Assurances. Assignee shall from time to time after the date hereof at the request of Assignor and without further consideration execute and deliver to Assignor such additional instruments of assumption in addition to this Transfer and Assumption Agreement as Assignor shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities.
Section 3. Headings. The descriptive headings contained in this Transfer and Assumption Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Transfer and Assumption Agreement.
Section 4. Governing Law. This Transfer and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely within that state, except that any conveyances of leaseholds and real property made herein shall be governed by the laws of the respective jurisdictions in which such property is located.
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IN WITNESS WHEREOF, this Transfer and Assumption Agreement has been duly executed and delivered by the parties hereto as of the date first above written.
AVANTE SYSTEMS, INC.
By: /s/ Yuen Hong Sezto
Yuen Hong Sezto
President
/s/ Xu Hai Bo
Xu Hai Bo
/s/ Ran Hong Dan
Ran Hong Dan
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Exhibit A
(a) All of the equipment, computers, servers, hardware, appliances, implements, and all other tangible personal property that are owned by Assignor and have been used in the conduct of the Business;
(b) all inventory associated with the Business;
(c) all real property and real property leases to which Assignor is a party, and which affect the Business or the Assets;
(d) all contracts to which Assignor is a party, or which affect the Business or the Assets, including leases of personal property;
(e) all rights, claims and causes of action against third parties resulting from or relating to the operation of the Business or the Assets, including without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties;
(f) all governmental licenses, permits, authorizations, consents or approvals affecting or relating to the Business or the Assets;
(g) all accounts receivable, notes receivable, prepaid expenses and insurance and indemnity claims to the extent related to any of the Assets or the Business;
(h) all goodwill associated with the Assets and the Business;
(i) all business records, regardless of the medium of storage, relating to the Assets and/or the Business, including without limitation, all schematics, drawings, customer data, subscriber lists, statistics, promotional graphics, original art work, mats, plates, negatives, accounting and financial information concerning the Assets or Business;
(j) Assignor’s right to use the name “Aviation Surveillance Systems,” “Avante Systems Parties” and all other names used in conducting the Business, and all derivations thereof, in connection with Assignee’s future conduct of the Business;
(k) all internet domain names and URLs of the Business, software, inventions, art works, patents, patent applications, processes, shop rights, formulas, brand names, trade secrets, know-how, service marks, trade names, trademarks, trademark applications, copyrights, source and object codes, customer lists, drawings, ideas, algorithms, processes, computer software programs or applications (in code and object code form), tangible or intangible proprietary information and any other intellectual property and similar items and related rights owned by or licensed to Assignor used in the Business, together with any goodwill associated therewith and all rights of action on account of past, present and future unauthorized use or infringement thereof; and
(l) all other privileges, rights, interests, properties and assets of whatever nature and wherever located that are owned, used or intended for use in connection with, or that are necessary to the continued conduct of, the Business as presently conducted or planned to be conducted.
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Exhibit B
(a) All liabilities in respect of indebtedness of Assignor related to the Business;
(b) product liability and warranty claims relating to any product or service of Assignor associated with the Business;
(c) taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by Assignor to any federal, provincial, municipal or other government, domestic or foreign, incurred in the conduct of the Business;
(d) liabilities for salary, bonus, vacation pay, severance payments damages for wrongful dismissal, or other compensation or benefits relating to Assignor’s employees employed in the conduct of the Business;
(e) any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to any lawsuit or threatened lawsuit or claim (including any claim for breach or non-performance of any contract) based upon actions, omissions or events relating to the Business; and
(f) any liability, ongoing duty or obligation, or any claim for liability or performance of any ongoing duty or obligation arising under any and all contracts to which Assignor is a party, or which affect the Business or the Assets.
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