JOBLOCATIONMAP INC. (OTCMKTS:JBCT) Files An 8-K Changes in Control of Registrant
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
As of April 27, 2017, Omri Morchi and Eden Shoua (the Sellers),
entered into a Common Stock Purchase Agreement (the Stock
Purchase Agreement) to which the Sellers agreed to sell to Peak
Global Consultants Limited (the Purchaser), the 8,000,000 shares
of common stock of the Company (the Shares) owned by the Sellers,
constituting approximately 84.2% of the Companys 9,500,000 issued
and outstanding common shares, for $235,000. As a result of the
sale there was a change of control of the Company, effective as
of May 12, 2017. There is no family relationship or other
relationship between the Sellers and the Purchaser.
In connection with the sale, to the Stock Purchase Agreement, the
Sellers and the Companys Directors and officersMr. Morchi and Ms.
Shoua–agreed to (a) appoint Liang Chen (the Designee) as the
sole director of the Company, subject to the filing and
dissemination of this Information Statement, and (b) submit their
resignations as the directors and officers of the Company. As a
result thereof, the Designee is now the sole director of the
Company.
As of the date of this Form 8-K, the authorized capital stock of
the Company consists of 100,000,000 shares of common stock, par
value $.0001 per share, of which 9,500,000 shares are issued and
outstanding, and 50,000,000 shares of Preferred Stock, $.0001 par
value, none of which shares are issued or outstanding. Each share
of common stock is entitled to one vote with respect to all
matters to be acted on by the stockholders.
The information required by this Item 5.01 is incorporated herein
by reference to Item 5.02, Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
to the terms of the Stock Purchase Agreement, the Sellers
resigned their positions, effective May 12, 2017. Their
resignations were not the result of any dispute or disagreement
with the Registrant.
The Registrants new director, including any additional directors
appointed by the Board of Directors, will hold office until the
earlier of their death, resignation or removal by stockholders,
or until their successors have been duly elected and qualified.
The Registrants officers are elected annually by, and serve at
the pleasure of, the Board of Directors.
Biographies
FORMER DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information concerning the former directors
and executive officers of the Registrant, who resigned all of
their positions as a result of the change of control on May 12,
2017:
|
Name |
Position/Title |
Age |
||
|
Omri Morchi |
President, Director |
|
||
|
|
||||
|
Eden Shoua |
Treasurer, Secretary, Director |
|
(1)
M. Morchi and Ms. Shoua resigned all of their positions when the
change of control was completed, on May 12, 2017.
The following sets forth biographical information regarding the
Companys former directors and officers:
Mr. Omri Morchi
Mr. Morchi was our President and director and served in these
capacities from June 15, 2010 until May 12, 2017.
Work Experience:
Office Temp – Office Team Randstad (Current)
Receptionist/Admin Assistant – Israel Government
Past employment opportunities allowed him to become familiar
working in an office where he performed such tasks as:
Performing general admin duties including, but not limited to:
greeting clients/job candidates; answering general inquiries;
photocopying; faxing; utilizing couriers; and coordinating
meetings using Microsoft Outlook (3.5 years); preparing and
reviewing written documents (Microsoft Word), including:
proofreading and editing written information to ensure accuracy
and completeness while tracking correspondence (1.5 years);
coding invoices, processing expense and credit card receipts (6
months); and creating and inputting data into Microsoft Excel
spreadsheets and other database systems (6 months).
Relevant Course Work:
Technical English (this course develops knowledge, skills
processes, strategies, attitudes, and behaviors relevant to the
world of academic, technical, and professional reading, writing,
speaking, and listening); business communications (skill
development in public speaking, correspondence, and report
writing for business); business Info Technology (introduction to
Microsoft Word, Excel, Access, Outlook and PowerPoint); business
Information Systems (the classification, development, management,
control and analysis of information are surveyed using Microsoft
Excel, Access and PowerPoint).
Financial Accounting (complete all the steps of the accounting
cycle culminating in the preparation and analysis of financial
statements and a manual bookkeeping practice set); managerial
accounting (devoted to managerial analysis and decision-making,
special purpose reports for management, variable costing and the
contribution approach, and budgeting).
Ms. Eden Shoua
Ms. Shoua was our Treasurer, Secretary and a director, from June
15, 2010 until May 12, 2017.
Between the years of 2006- 2010 Eden took courses in online
marketing and sales in the college named Marketwise. The heart of
marketing consists of a sequence of activities: identifying
customer needs, developing goods and services to satisfy those
needs, communicating information about products to potential
customers, and distributing the products to customers.
In 2006 Eden finished high school in marketing and sales since
then, she is providing her marketing skills and leadership
training to organizations, including manufacturing firms, service
firms, retailers, wholesalers, advertising agencies, the
communications media, and government agencies include sales,
advertising, retailing, brand management, logistics management,
market research, purchasing management and more.
Set forth below is information describing the Companys new sole
officer and director (the Designee):
|
Name and Address |
Position/Title (1) |
Age |
||
|
Liang Chen |
Director, CEO, CFO |
|
||
|
Xiang yan lu xi 255 Hao 3-1-402 shi, Wo yang xian cheng guang zhen An hui sheng, PRC 233600 |
(1)
The person named above became the Companys sole director when
completion of the change of control took effect, on May 12, 2017.
The following sets forth biographical information regarding the
Companys new sole director and officer:
Liang Chen graduated from the University of Science and
Technology of China in 2010. He was employed from June 2010 May
2015 as a marketing manager at Anhui Technology Import and Export
Co where he was tasked with implementing new marketing campaigns
for their products. From June 2015 to February 2017 he was the
Marketing Director of Anhui Sinonet Science Technology Co Ltd and
has been instrumental in their expansion into the online and
emerging markets in countries globally.
There is no relationship between the Sellers and the Designee.
The new director and officer has no material plan, contract or
arrangement (written or not written) to which he is a party, or
in which he participates, that is entered into, or a material
amendment, in connection with the triggering event or any grant
or award to any such covered person or modification thereto,
under any such plan, contract or arrangement in connection with
any such event.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the Companys knowledge, during the past ten (10) years,
neither our former directors, executive officers, promoters,
control persons, nor the Designee, has been:
the subject of any bankruptcy petition filed by or against any
business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years
prior to that time;
convicted in a criminal proceeding or is subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses); subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or found by a
court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Companys common stock by (i) each
stockholder known by the Company to be the beneficial owner of
more than 5% of the Companys common stock and (ii) by the
directors and executive officers of the Company. The person or
the company named in the table has sole voting and investment
power with respect to the shares beneficially owned.
The following sets forth the beneficial ownership information
prior to the closing of the Share Purchase Agreement:
|
Title of Class |
Name and Address |
Amount and Nature of |
Percent of Class(1) |
|
of Beneficial Owner |
Beneficial Ownership |
||
|
Common Stock, par value $0.0001 |
Omri Morchi 153 W. Lake Mead Pkwy Henderson, NV 89105 |
4,000,000 |
42.1% |
|
Eden Shoua 153 W Lake Mead Pkwy Henderson, NV 89105 |
4,000,000 |
42.1% |
|
|
Common Stock, par value $0.0001 |
All Executive Officers and Directors as a Group (2 persons) |
8,000,000 |
84.2% |
|
(1) |
The percent of class is based on 9,500,000 shares of common |
The following sets forth the beneficial ownership information
after the closing of the Share Purchase Agreement:
|
Title of Class |
Name and Address |
Amount and Nature of |
Percent of Class(1) |
|
of Beneficial Owner |
Beneficial Ownership |
||
|
Common Stock, par value $0.0001 |
Liang Chen (1) 160 Kemp House City Road London Ec1V 2NX UK |
8,000,000 |
84.2% |
(1)
Liang Chen, the Designee, is the 50% owner of the Purchaser, and
is therefore the beneficial owner of the 8,000,000 shares
acquired by the Purchaser.
Compliance with Section 16(a) of the Exchange
Act
Section 16(a) of the Exchange Act requires our officers,
directors and persons who own more than 10% of a registered class
of our equity securities to file reports of ownership and changes
in ownership with the SEC. Officers, directors and 10%
stockholders are required by regulation to furnish us with copies
of all Section 16(a) forms they file. To the best of our
knowledge (based upon a review of the Forms 3, 4 and 5 filed), no
officer, director or 10% beneficial stockholder of the Company
failed to file on a timely basis any reports required by Section
16(a) of the Exchange Act during the Companys fiscal year ended
December 31, 2016.
COMPENSATION OF DIRECTORS AND OFFICERS
During the fiscal year ended December 31, 2016, no director or
executive officer received any compensation from the Company.
Corporate Governance
Board of Directors and Committees; Director Independence
We do not have standing audit, nominating or compensation
committees of the Board of Directors or committees performing
similar functions. These functions are currently performed by the
Board of Directors, which currently consists of one person. We do
not have an audit committee charter or nominating committee
charter.
Our Board of Directors does not currently have an expressed
policy with regard to the consideration of any director
candidates recommended by stockholders because the Board of
Directors believes that it can adequately evaluate any such
nominees on a case-by-case basis. Our Board of Directors does not
currently have any formal minimum criteria for nominees. We have
not received any recommendations for director nominees from any
stockholders.
Neither of the former directors, nor the Designee following the
change of control, are independent directors under the Nasdaq
Marketplace Rules.
Board Meetings
During the Companys fiscal year ended December 31, 2016, our
Board of Directorsdid not hold any meetings and took no actions
by written consent. We have not yet established a policy with
respect to board members attendance at annual meetings.
Stockholder Communications
Our Board of Directors does not currently have a process for our
stockholders to send communications to the Board of Directors.
Following the change of control of the Board of Directors, our
stockholders can send communications to the new Board of
Directors by writing to Mr. Liang Chen, c/o Peak Global
Consultants Limited, 160 Kemp House, City Road, London EC1V 2NX
United Kingdom.
No current or prior officer or director has received any
remuneration or compensation from the Company in the past two
years, nor has any member of the Companys management been granted
any option or stock appreciation right. Accordingly, no tables
relating to such items have been included within this Item. None
of our employees are subject to a written employment agreement
nor has any officer received a cash salary since our founding.
The Summary Compensation Table shows certain compensation
information for services rendered in all capacities for the
fiscal periods ended December 31, 2016 and 2015. Other than as
set forth herein, no executive officers salary and bonus exceeded
$100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus
awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred.
Summary Compensation Table
|
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||||||
|
Omri Morchi |
|
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
|||||||||||||||||
|
President |
|
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Eden Shoua |
|
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
|||||||||||||||||
|
Treasurer |
|
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
|||||||||||||||||
Compensation of Directors
There are no agreements to compensate any of the directors for
their services.
We have not adopted any retirement, pension, profit sharing,
stock option or insurance programs or other similar programs for
the benefit of our employees.
Termination of Employment and Change of Control
Arrangement
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
former employees, officers or directors which would in any way
result in payments to any such person because of his or her
resignation, retirement or other termination of such persons
employment with the Company, or any change in control of the
Company, or a change in the persons responsibilities following a
change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the ownership of the Companys securities, neither the
former directors and officers, nor the Designee, nor any member
of the immediate family of such person, have, to the knowledge of
the Company, had a material interest, direct or indirect, during
the two fiscal years ended December31, 2015 and 2016, in any
transaction or proposed transaction which may materially affect
the Company
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
|
Exhibit Number |
Description |
|
|
99.1 |
Agreement for Purchase of Common Stock dated as of April |
About JOBLOCATIONMAP INC. (OTCMKTS:JBCT)
JobLocationMap Inc. is a shell company. The Company is engaged in the development of visual job search service, which is focused on putting together job seekers and employers in JobLocationMap.com. Its Website intends to provide job seekers and employers with a platform to share their valid address and contact information to be shown as a pin on its provided map, manage their job description or their resume, and interact with a community of job searcher and employers from around the world. The Company is building an App for use with iPhone and Android. The App is focused on allowing users to search job listings to find a job location by map or use the App job search or browse jobs to find employment opportunities in an individual’s area. The App seeks to connect people to job opportunities, Website global recruitment network, and to JobLocationMap platform. JOBLOCATIONMAP INC. (OTCMKTS:JBCT) Recent Trading Information
JOBLOCATIONMAP INC. (OTCMKTS:JBCT) closed its last trading session at 0.0000 with shares trading hands.