ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On May 16, 2017, Zeecol International, Inc. (the Company) entered
into a securities purchase agreement (the Purchase Agreement)
with Power Up Lending Group LTD. for the sale a $63,000
convertible note (the Note).
The closing of the transaction took place on May 18, 2017.
The note is due and payable on February 25, 2018. The note will
accrue interest at the rate of 10% per annum, unless an Event of
Default (as defined in the note) occurs, the note will accrue
interest at the rate of 22% per annum.
The note shall be convertible into a number of shares of Company
common stock (Common Stock) and is convertible beginning on the
180th day following the date of issuance of the note.
The conversion price (the Conversion Price) of the note shall be
61% of the Market Price, defined as the average of the lowest two
(2) trading prices for the Common Stock during the fifteen (15)
trading day period ending on the latest complete trading day
prior to the date of conversion. The Conversion Price is subject
to adjustments as set forth in the note.
The Company has the right to prepay the note within the 180 day
period following the date of issuance of the note at certain
prepayment premiums ranging from 115% to 135% of the then
outstanding principal and interest on the note.
In connection with the sale of the note, the Company relied upon
the exemption from registration provided by Section 4(a)(2) under
the Securities Act of 1933, as amended, for transactions not
involving a public offering.
The foregoing summary of the terms of the Purchase Agreement and
the note are subject to, and qualified in their entirety by, such
documents attached hereto as Exhibit 10.1 and 10.2, respectively,
which are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 3.02.
| Item 4.01. |
Changes in Registrants Certifying Accountant. |
On May 23, 2017, the Company notified its independent registered
public accounting firm, HKCMCPA Company Limited (HKCMCPA), that
the Company had decided to change auditors and was therefore
dismissing HKCMCPA, effective immediately. The Companys decision
was approved by its board of directors. Concurrently with
HKCMCPAs dismissal, the board of directors of the Company
appointed RBSM LLP (RBSM) as the Companys new independent
registered public accounting firm.
The reports of HKCMCPA regarding the Companys financial
statements for the fiscal years ended March 31, 2016 and March
31, 2015 did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the fiscal years ended March 31, 2016 and 2015, and
through May 23, 2017, the Company did not (i) have any
disagreements (as defined in Item 304(a)(1(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K) with
HKCMCPA on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of
HKCMCPA, would have caused it to make reference thereto in
connection with its reports; or (ii) experience any reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided HKCMCPA with a copy of this disclosure on
May 24, 2017 and requested that HKCMCPA furnish the Company with
a letter addressed to the Securities and Exchange Commission (the
SEC) stating whether or not it agrees with the above statements
and, if not, stating the respects in which it does not agree. A
copy of the letter, dated May 25, 2017 is filed as Exhibit 16.1
to this current report on Form 8-K.
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During the fiscal years ended March 31, 2016 and 2015, and
through May 23, 2017, neither the Company, nor anyone acting on
its behalf, consulted with RBSM regarding:
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the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Companys financial statements, and no written report was provided to the Company nor was oral advice rendered that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
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any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K). |
Item 9.01 Financial Statement and Exhibits.
| (d) | Exhibits |
|
Exhibit No. |
Description | |
| 10.1 | Securities Purchase Agreement | |
| 10.2 | Form of Convertible Debenture | |
| 16.1 | Letter from HKCMCPA Company Limited, dated May 25, 2017 |
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About ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO)
Zeecol International, Inc., formerly Green Dragon Wood Products, Inc., is engaged in the import/export of various species of wood logs, veneers and lumber from the United States, Africa, Europe and Southern China. The Company, through its subsidiaries is engaged in re-sale and trading of wood logs, wood lumber, wood veneer and other wood products in Hong Kong. The raw wood materials, it imports/exports are used in furniture, molding, flooring, furnishings, doors and musical instruments. The Company trades its products to importers or distributors. Its subsidiaries are Green Dragon Industrial Inc. and Green Dragon Wood Products Co., Limited. ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO) Recent Trading Information
ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO) closed its last trading session 00.000 at 0.220 with 3,000 shares trading hands.
