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
Commission File Number: 333-202970
| Sheng Ying Entertainment Corp. |
| (Exact name of Registrant as specified in its charter) |
| Nevada | 30-0828224 | |
| (State of incorporation) | (IRS Employer ID Number) |
|
Avenidida Doutor Mario Soares N. 320 Edificio Finance & IT Centre 5 Andar A Macau |
| Address of Principal Executive Office |
|
24 Tcharnihovsky St., Kfar Saba, Israel 44150 |
| (Previous Address of principal executive offices) |
| + 853 829 46756 |
| Registrant’s telephone number, including area code |
Date of Report (Date of earliest event reported): October 24, 2017
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On October 24, 2017, Dr. Kok Chee LEE resigned from his official positions as Director, CEO and President of the Company, and on the same day the Board of Directors of the Corporation appointed Mr. Thomas Raack as a to fill the remaining term of Mr. Lee.
Thomas Raack, 47, has over 20 years of financial, executive and strategic management experience with a diverse group of private and publicly-held companies specializing in the development of technology, medical product distribution, biotechnology, and e-commerce. Mr. Raack has a broad base of business consulting experience and has assisted in structuring and completing, acquisitions, debt and equity financing, reorganizations, as well as designing and implementing business development and financial communications programs. Prior to joining Sheng Ying Entertainment Corp, Mr. Raack was an independent consultant from February 2002- to present, with a focus on assisting private companies with business development and operational systems. Since August 4, 2017, Mr. Rack has been a Director, President, Secretary and Treasurer of Vitalibis Inc., a private Nevada corporation that plans to engage in the marketing of personal care products. Mr. Raack was also previously managing partner at Alliance Capital Resources from July 1998 to February 2002, with offices in Newport Beach, CA. While at Alliance, Mr. Raack consulted for publicly traded companies handling domestic mergers and acquisitions, venture capital transactions, public offerings and other financings, joint ventures, strategic alliances and distribution agreements. His experience at Alliance also included managing financial communications for a NASDAQ listed medical products distribution company. Mr. Raack has formally accepted his appointment.
On October 25, 2017. Siew Heok Ong resigned from his official positions as Director and CFO of the Company, and on the same day, Ms. Sreyneang Jin resigned from her official positions as Director and COO of the Company.
On October 26, 2017, Mr. Raack, as the sole remaining Director or the Company, appointed himself as the CEO, President and Treasurer of the Company. He also terminated David E. Price as Secretary and appointed himself as Secretary.
ITEM 9.01 EXHIBITS
(d) Exhibits.
| 99.1 | Board of Directors minutes resolution appointing new director | |
| 99.2 | Resignations of Dr. Kok Chee LEE, Siew Heok ONG and Sreyneang JIN | |
| 99.3 | Board of Directors resolution appointing new directors. |
| 2 |
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.
| Sheng Ying Entertainment Corp. | |||
| Date: October 30, 2017 | By: | /s/ Thoms Raack | |
| Thomas Raack, Director and President | |||
| 3 |
Exhibit 99.1
MINUTES OF A SPECIAL MEETING OF THE DIRECTORS
OF
SHENG YING ENTERTAINMENT CORP.
A Special Meeting of the Directors of Sheng Ying Entertainment Corp., a Nevada corporation, was held by teleconference on the 24th day of October, 2017, for the purpose of discussing the resignation of Kok Chee LEE, and the appointment of a new Director to fill Mr. LEE's unexpired term of office, and transacting any other business as may properly come before the meeting.
Sreyneang Jin, Chairman of the Board, called the meeting to order, presided over the meeting and recorded the minutes of the meeting. Present was Siew Heok Ong, Director.
Upon motion duly made, seconded and unanimously carried, the reading, correcting and approval of the minutes of the last meeting was waived.
The Directors acknowledged and accepted the written letter of resignation of Mr. LEE as a Director, as well as the CEO and President of the Company. The letter was placed in the records of the Company.
The Directors then discussed the appointment of a new Director and selected Tom Raack. Upon motion duly made, seconded and unanimously carried, it was:
RESOLVED that , Tom Raack is appointed as a Director of the Company, effective this date.
FURTHER RESOLVED that, the officers and counsel shall take all action and execute any and all documents deemed necessary and appropriate to file and notify regulatory authorities of this action, and otherwise comply with applicable laws, rules and regulations.
There being no further business to come before the meeting, and upon motion duly made and seconded, the meeting was adjourned.
| /s/ Sreyneang Jin | |
| Sreyneang Jin, Chairman of the Board | |
Exhibit 99.2
October 24, 2017
SHENG YING ENTERTAINMENT CORP.
Avenida Doutor Mario Soares N. 320
Edificio Finance & IT Centre
5 Andar A
Macau
Attn: Board of Directors
RE: Resignation
Dear Sirs:
Please be advised that, effective this date, I herewith, without reservation or qualification, respectfully resign as Director, CEO and President of the Company.
I have very much enjoyed serving the Company and am resigning solely to pursue other business interests.
Very Sincerely,
/s/ Kok Chee
Kok Chee LEE
cc: Incorp. Services, Inc. (Registered Agent)
3773 Howard Hughes Parkway, Suite 500S
Las Vegas, NV 89169-6015
| 1 |
October 25, 2017
SHENG YING ENTERTAINMENT CORP.
Avenida Doutor Mario Soares N. 320
Edificio Finance & IT Centre
5 Andar A
Macau
Attn: Board of Directors
RE: Resignation
Dear Sirs:
Please be advised that, effective this date, I herewith, without reservation or qualification, respectfully resign as Director, CFO of the Company.
I have very much enjoyed serving the Company and am resigning solely to pursue other business interests.
Very Sincerely,
/s/ Siew Heok Ong
Siew Heok Ong
cc: Incorp. Services, Inc. (Registered Agent)
3773 Howard Hughes Parkway, Suite 500S
Las Vegas, NV 89169-6015
| 2 |
October 25, 2017
SHENG YING ENTERTAINMENT CORP.
Avenida Doutor Mario Soares N. 320
Edificio Finance & IT Centre
5 Andar A
Macau
Attn: Board of Directors
RE: Resignation
Dear Sirs:
Please be advised that, effective this date, I herewith, without reservation or qualification, respectfully resign as Director, COO of the Company.
I have very much enjoyed serving the Company and am resigning solely to pursue other business interests.
Very Sincerely,
/s/ Sreyneang Jin
Sreyneang Jin
cc: Incorp. Services, Inc. (Registered Agent)
3773 Howard Hughes Parkway, Suite 500S
Las Vegas, NV 89169-6015
| 3 |
Exhibit 99.3
MINUTES OF A SPECIAL MEETING OF THE DIRECTORS
OF
SHENG YING ENTERTAINMENT CORP.
A Special Meeting of the Directors of Sheng Ying Entertainment Corp., a Nevada corporation, was held by the sole remaining Director on the 26th day of October, 2017, for the purpose of considering the resignations of Directors Sreyneang Jin and Siew Heok Lee, and the appointment of 2 new Directors to fill the unexpired terms of office of the 2 resigned Directors, appointing new Officers and transacting any other business as may properly come before the meeting.
Tom Raack, the sole remaining Director, called the meeting to order, presided over the meeting and recorded the minutes of the meeting. Mr. Raack also appointed himself as the new Chairman of the Board
The reading, correcting and approval of the minutes of the last meeting was waived by Director Raack.
Director Raack acknowledged and accepted the written letters of resignations of Sreyneang Jin and Siew Heok Lee as Directors, as well Ms. Jin’s resignation as the COO and Siew Heok Lee’s resignation as the CFO of the Company. The letters were placed in the records of the Company.
Director Raacks then considered the appointment of 2 new Directors and decided to defer any action until he could consider the matter more closely.
Director Raack then adopted a resolution whereby it was:
RESOLVED that, Tom Raack be appointed as the CEO, President, CFO and Treasurer; that David E. Price be terminated as Secretary; and that Thomas Raack be appointed as Secretary of the Company, all effective this date.
FURTHER RESOLVED that, the officers and counsel shall take all action and execute any and all documents deemed necessary and appropriate to file and notify regulatory authorities of this action, and otherwise comply with applicable laws, rules and regulations.
There being no further business to come before the meeting, and upon motion duly made and seconded, the meeting was adjourned.
| /s/ Thomas Raack | |
| Thomas Raack, Chairman of the Board | |
| 1 |
WAIVER OF NOTICE AND CONSENT
TO A SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF
SHENG YING ENTERTAINMENT CORP.
The undersigned, being the sole Director of the corporation, does hereby consent to and waive notice of the time, place and purpose of a special meeting of the Directors of Sheng Ying Entertainment Corp., and consents that the meeting may be held by him, in his office in California, on the 26th day of October, 2017, for purpose of considering the resignations of Sreyneang Jin and Siew Heok Lee, and the appointment of 2 new Directors to fill the unexpired terms of office of the 2 resigned Directors, appointing new Officers and transacting any other business as may properly come before the meeting.
| Dated this 26th of October, 2017 | |
| /s/ Tom Raack | |
| Tom Raack |
| 2 |