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
Date
of Report:
January
20, 2017
MERCARI
COMMUNICATIONS GROUP, LTD.
(Exact
name of registrant as specified in its charter)
| Colorado
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0-17284
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84-1085935 |
| State
of |
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Commission |
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IRS
Employer |
| Incorporation |
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File
Number |
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Identification
No. |
1120 Avenue of the Americas, 4th
floor
New York, New York 10036
Address of principal executive offices
714-858-1147
Telephone number, including
Area code
135 Fifth Ave., 10th Floor
New York, NY 10010
Former Address of principal executive offices
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 |
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| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
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| [ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| [ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Forward-Looking
Statements
We
have made statements in this report that constitute forward-looking statements, such as statements about our plans, objectives,
expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as
“anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,”
“expect,” “we believe,” “we intend,” “may,” “should,” “will,”
“could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future.
These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual
results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking
statements.
The
forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.
Item
5.01 Changes in Control of Registrant
On January 20,
2017, Algodon Wines & Luxury Development Group, Inc. (“Algodon”), the owner of at least 43,822,001 shares (the
“Shares”), representing approximately 96.5%, of the outstanding common stock of Mercari Communications Group,
Ltd. (the “Company”), sold the Shares to China Concentric Capital Group Ltd., a British Virgin Islands company (“China
Concentric”), for a total purchase price of $260,000 pursuant to a Stock Purchase Agreement dated December 20, 2016, as
amended (the “China Concentric Purchase Agreement”). Algodon also assigned to China Concentric all its right, title
and interest to amounts payable to Algodon for non-interest bearing advances to the Company, which advances, as of January
20, 2017 were in the aggregate amount of $150,087, and such any additional advances made to the Company up until the
closing date as set forth in the Stock Purchase Agreement.
To
the Company’s knowledge, based on representations made by the Vice President of China Concentric, the source of funds used
by China Concentric for the stock purchase pursuant to the China Concentric Purchase Agreement was working capital.
China
Concentric has agreed to sell to Mr. Quanzhong Lin, an entrepreneur resident in the People’s Republic of China, 29,521,410
of the Shares, representing approximately 65% of the outstanding shares of the Company’s common stock, for a purchase price
of $300,000, pursuant to a Stock Purchase Agreement dated December 21, 2016, as amended (the “Lin Purchase Agreement”).
It is expected that the sale to Mr. Quanzhong Lin will take place within the next 10 days.
Mr
Lin has indicated that he is purchasing a controlling interest in the Company with the intention of acquiring an operating business
in a reverse acquisition transaction through a share exchange. There can be no assurance that an acquisition of any particular
business will be consummated.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Office
On
January 20, 2017, in conjunction with the closing of the sale of the Shares to China Concentric, the Company’s then
Board of Directors elected Ethan Chuang as a director, President, Chief Executive Officer and Chief Financial Officer, of the
Company, effective upon the closing, and Julian Beale, Peter Lawrence and Scott A Mathis resigned as directors of the Company,
and Maria Echeverria resigned as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, and
Scott A. Mathis resigned as President and Chief Executive Officer of the Company, effective at the closing.
Mr.
Chuang, age 40, joined China Concentric in 2010 and has served as Vice President since March 2012 and a director from March 2012
through May 2015. China Concentric is a private consulting firm that provides strategic management and advisory services to China-based
companies since inception in 2010. In his role with China Concentric, he has served as a team leader overseeing the evaluations
and implementation of mergers & acquisitions, takeovers, due diligence, and financial planning. Mr. Chuang has also served
as interim CEO and sole director of Celadon Technology Limited in China from January 2016 to September 2016. Prior to that, Mr.
Chuang was Vice President of Investor Relations of Gulf Resources Inc. from August 2007 to October 2009. Mr. Chuang received his
MBA degree from California State Long Beach University in 2006.
Item
7.01 Regulation FD Disclosure.
On
January 20, 2017, the Company issued a press release announcing the sale of the Shares to China Concentric and the Lin
Purchase Agreement. The press release is filed as Exhibit 99.1 to this report.
The
information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated
by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| |
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| 99.1 |
|
Press
release issued by Mercari Communications Group, Ltd. on January 20, 2017 |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
| January
20, 2017 |
MERCARI
COMMUNICATIONS GROUP, LTD. |
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|
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By: |
/s/
Ethan Chuang |
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Ethan
Chuang |
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|
Chief
Executive Officer |
