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MAGICSTEM GROUP CORP. Form 8-K: Current report

MAGICSTEM GROUP CORP. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2017-02-24: Form 8-K; Period of report 2017-02-20; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2016-11-25: Form 8-K; Period of report 2016-11-21; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
  • 2016-11-17: Form 8-K; Period of report 2016-10-31; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2016-10-17: Form 8-K; Period of report 2016-10-11; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-02-248-K2017-02-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 20, 2017 Mr. Fong Sze Hung resigned as a director of our company.mggi_8k.htm
2016-11-258-K2016-11-211.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On November 21, 2016, our company completed a private placement with three subscribers.
3.02 On November 21, 2016, we issued an aggregate of 19,555,000 Shares.
mggi_8k.htm
2016-11-178-K2016-10-314.01 Changes in Registrant's Certifying Accountant4.01 (i) On October 31, 2016, Pritchett, Siler & Hardy, P.C. was dismissed by our company as our independent registered public accounting firm.mggi_8k.htm
2016-10-178-K2016-10-111.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status1.01 On September 20, 2016, we entered into a share exchange agreement, or the Share Exchange Agreement, with Info-Nice Limited, a Hong Kong company (“Info-Nice”), and its sole shareholder, Mr. Fong-Sze Hung, pursuant to which we acquired 100% of the issued and outstanding capital stock of Info-Nice Limited, in exchange for 5,664,200 shares of our common stock, par value $0.001, which constituted 36% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.
2.01 On October 11, 2016, we closed the Share Exchange Agreement pursuant to which we acquired 100% of the issued and outstanding capital stock of Info-Nice Limited in exchange for 5,664,200 shares of our common stock, par value $0.001, which constituted 36% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.
3.02 On October 11, 2016, we issued 5,664,200 shares of our common stock collectively to Mr. Fong Sze Hung, the sole shareholder of Info-Nice Limited (as to 4,879,200 shares), and 785,000 to one other individual.
5.01 Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.
5.02 As of the date of this Current Report, the company has five directors, none of which are independent.
5.06 As a result of the consummation of the Share Exchange described in Item 2.01 of this Current Report on Form 8-K, we believe that we are no longer a “shell company”, as that term is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.
mggi_8k.htm
2016-09-268-K2016-09-201.01 Entry into a Material Definitive Agreement1.01 Effective September 20, 2016, we entered into a Share Exchange Agreement with Info-Nice Limited (“Info-Nice”), a Hong Kong company, and the sole shareholder of Info-Nice, pursuant to which we will seek to acquire all of the issued and outstanding common shares of Info-Nice and make it a wholly owned subsidiary of our company.mggi_8k.htm
2016-04-078-K2016-04-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 1, 2016 Mr. Chun-heng Lin resigned as group senior manager of our company.2016apr7-mggi_8k.htm
2015-07-218-K2015-07-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 21, 2015, we appointed Chun-han (Peter) Lin as a director and Chun-heng (Kevin) Lin as Group Senior Manager of our company.mggi_2015jul21-8k.htm
2015-05-058-K2015-04-305.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 As previously announced on Form 8-K, on April 1, 2015, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary Magicstem Group Corp., a Nevada corporation, to effect a name change from Cold Cam, Inc. to Magicstem Group Corp. Magicstem Group Corp. was formed solely for the change of name.mggi-2015may5_8k.htm
2015-04-208-K2015-04-018.01 Other Events8.01 On April 1, 2015, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary Magicstem Group Corp., a Nevada corporation, to effect a name change from Cold Cam, Inc. to Magicstem Group Corp. Our company will remain the surviving company.ccaz-2015apr20_8k.htm
2015-02-068-K2015-01-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 31, 2015, our board of directors accepted the resignation of Yonekatsu Kato as our president, chief executive officer, chief financial officer, treasurer, secretary and director.ccza-2014feb6_8k.htm
2014-01-248-K2013-11-114.01 Changes in Registrant's Certifying Accountant4.01 A. On November 11, 2013, the Board of Directors of the Registrant dismissed its independent registered public accounting firm, Ronald R. Chadwick, P.C., Certified Public Accountant.f8k.htm