ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Luck Sky HK owns a direct, wholly-owned subsidiary, Luck Sky (
A copy of the Share Purchase Agreement is attached hereto as Exhibit 2.01.
FORM 10 DISCLOSURE
As disclosed elsewhere in this Report, we purchased all the issued and outstanding shares of common stock of Luck Sky HK in an acquisition transaction. Item 2.01(f) of Form 8-K states that if the registrant was a shell company before the reverse acquisition transaction disclosed under Item 2.01, 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.
Although the acquisition of Luck Sky HK was not a reverse merger transaction, and Luck Sky HK has no substantial assets and operating business, for the purpose of the disclosure under this Form 8-K, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of Luck Sky HK, except that information relating to periods prior to the date of the Acquisition only relates to Xiangtian US unless otherwise specifically indicated.
DESCRIPTION OF BUSINESS Overview
Effective as of
The WOFE is a wholly-owned subsidiary of Luck Sky HK and the WOFE has no operating business, no liabilities and nominal assets as of the date of the Acquisition. As a result of the Acquisition, Luck Sky HK became our wholly owned subsidiary and the WOFE became our indirect subsidiary through Luck Sky HK.
3 About Our Company
We are a development stage company and since inception, we have not generated consistent revenues and have incurred a cumulative net loss as reflected in the financial statements. We have minimal assets and have incurred losses since inception. We have no employees and own no real estate or personal property. The purpose of the business is to acquire or merge with, an existing company or companies in the air power industry or to develop such technologies and manufacturing capabilities ourselves. We are specifically seeking companies in the manufacturing, research and development of products which use engines powered by compressed air, including transportation, electricity generation, etc. as suitable business combination candidates. We are in the process of identifying suitable opportunities for possible business combinations. As these opportunities are identified, possible negotiations will begin with the hope that suitable terms can be reached. The growth of the Company through structured merger and acquisition activity will be a core fundamental in our growth strategy. The acquisition of LuckSky HK and the WOFE will enable us to enter into contractual arrangements to control and operate an operating company organized under the laws of the PRC though the use of Variable Interest contracts.
We may acquire a company or business by purchasing the securities of such company or business. However, we do not intend to engage primarily in such activities. Specifically, we intend to conduct our activities so as to avoid being classified as an "investment company" under the Investment Company Act of 1940, as amended (the "Investment Act") and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act and the regulations promulgated thereunder.
Section 3(a) of the Investment Company Act excepts from the definition of an "investment company" an entity which does not engage primarily in the business of investing, reinvesting or trading in securities, or which does not engage in the business of investing, owning, holding or trading "investment securities" (defined as "all securities other than government securities or securities of majority-owned subsidiaries") the value of which exceed 40% of the value of its total assets (excluding government securities, cash or cash items). We intend to operate any business in the future in a manner which will result in the availability of this exception from the definition of an investment company. Consequently, our acquisition of a company or business through the purchase and sale of investment securities will be limited. Although we intend to act to avoid classification as an investment company, the provisions of the Investment Company Act are extremely complex and it is possible that we may be classified as an inadvertent investment company. We intend to vigorously resist classification as an investment company, and to take advantage of any exemptions or exceptions from application of the Investment Company Act, which allows an entity a one-time option during any three-year period to claim an exemption as a "transient" investment company. The necessity of asserting any such resistance, or making any claim of exemption, could be time consuming and costly, or even prohibitive, given our limited resources.
Our administrative offices are currently located at the premises of
The shareholders may read and copy any material filed by us with the
You should carefully consider the risks described below, which constitute all of the material risks facing us. If any of the following risks actually occur, our business could be harmed. You should also refer to the other information about us contained in this Report including our financial statements and released notes.
We Have No Recent Operating History or Basis For Evaluating Prospects
We have no operating business or plans to develop one. We are currently seeking to enter into a merger or business combination with another company. To date, our efforts have been limited to meeting our regulatory filing requirements and searching for a merger target.
We Have Limited Resources and No Revenues From Operations, and Will Need Additional Financing in Order to Execute Any Business Plan.
We have limited resources, no revenues from operations to date and our cash on hand may not be sufficient to satisfy our cash requirements during the next twelve months. In addition, we will not achieve any revenues (other than insignificant investment income) until, at the earliest, the consummation of a merger and we cannot ascertain our capital requirements until such time. Further limiting our abilities to achieve revenues, in order to avoid status as an "Investment Company" under the Investment Company Act, we can only invest our funds prior to a merger in limited investments which do not invoke Investment Company status. There can be no assurance that determinations ultimately made by us will permit us to achieve our business objectives.
We Will Be Able to Effect At Most One Merger, and Thus May Not Have a Diversified Business.
Our resources are limited and we will most likely have the ability to effect only a single merger. This probable lack of diversification will subject us to numerous economic, competitive and regulatory developments, any or all of which may have a material adverse impact upon the particular industry in which we may operate subsequent to the consummation of a merger. We will become dependent upon the development or market acceptance of a single or limited number of products, processes or services.
We Have No Agreement For A Business Combination Or Other Transaction.
We have no agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. . We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.
There Is Doubt About Our Ability To Continue As A Going Concern Due To Recurring Losses From Operations, Accumulated Deficit And Insufficient Cash Resources To Meet Our Business Objectives, All Of Which Means That We May Not Be Able To Continue Operations.
Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the financial statements for the years ended
There May Be Conflicts Of Interest Between Our Management And Our Non-Management Shareholders.
Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. Our officers may be entitled to receive compensation from a target company they identify or provide services to in connection with a business combination. A conflict of interest may arise between our management's personal pecuniary interest and their fiduciary duty to our shareholders. We cannot assure you that conflicts of interest among us, our management and our shareholders will not develop.
Current Shareholders Will Be Immediately And Substantially Diluted Upon A Merger Or Business Combination.
To the extent that additional shares of Common Stock are authorized and issued in connection with a merger or business combination, our shareholders could . . .
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Filed herewith are audited consolidated financial statements of Luck Sky (
(b) Pro forma financial information
Filed herewith is the unaudited pro forma condensed consolidated financial information of
16 (c) Exhibits EXHIBIT NO. DESCRIPTION 2.01 Common Stock Purchase Agreement, dated
May 30, 2014by and among the Registrants, Luck Sky ( Hong Kong) Aerodynamic Electricity Limitedand Zhou Jian. 21.1 List of Subsidiaries