VLOV INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-04-23: Form 8-K; Period of report 2013-04-19; Description 8.01 Other Events; Details 8.01.
- 2012-11-13: Form 8-K; Period of report 2012-11-13; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2012-11-07: Form 8-K; Period of report 2012-11-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2012-10-22: Form 8-K; Period of report 2012-10-22; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-04-23 | 8-K | 2013-04-19 | 8.01 Other Events | 8.01 On April 19, 2013, the registrant was informed that a complaint was served on such date on its agent for service of process in Nevada. | f8k041913_vlov.htm |
| 2012-11-13 | 8-K | 2012-11-13 | 7.01 Regulation FD Disclosure | 7.01 The presentation materials attached hereto as Exhibits 99.1 and 99.2 are being filed in connection with potential investor presentations by the registrant. | f8k111312_vlovinc.htm |
| 2012-11-07 | 8-K | 2012-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2012, the registrant issued a press release regarding its unaudited financial results for the three and nine months ended September 30, 2012. | f8k110712_vlov.htm |
| 2012-10-22 | 8-K | 2012-10-22 | 8.01 Other Events | 8.01 On October 22, 2012, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k102212_volv.htm |
| 2012-09-27 | 8-K | 2012-09-27 | 7.01 Regulation FD Disclosure | 7.01 The presentation materials attached hereto as Exhibits 99.1 and 99.2 are being filed in connection with potential investor presentations by the registrant. | f8k092712_volv.htm |
| 2012-09-24 | 8-K | 2012-09-24 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Effective September 24, 2012, the registrant’s Articles of Incorporation was amended pursuant to a Certificate of Change Pursuant to Nevada Revised Statutes (“NRS”) 78.209 (the “Certificate of Change”) filed with the Nevada Secretary of State on September 13, 2012, as amended by a Certificate of Correction filed with the Nevada Secretary of State on September 20, 2012 (the “Certificate of Correction,” and with the Certificate of Change collectively the “Certificates”). 8.01 The information in Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing. | f8k092412_vlov.htm |
| 2012-09-14 | 8-K | 2012-09-14 | 8.01 Other Events | 8.01 On September 14, 2012, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k091412_vlov.htm |
| 2012-09-11 | 8-K | 2012-09-11 | 8.01 Other Events | 8.01 On September 11, 2012, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k091112_vlov.htm |
| 2012-09-04 | 8-K | 2012-09-04 | 8.01 Other Events | 8.01 On September 4, 2012, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k090412_vlov.htm |
| 2012-08-31 | 8-K | 2012-08-30 | 8.01 Other Events | 8.01 On August 30, 2012, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k083012_vlov.htm |
| 2012-08-21 | 8-K | 2012-08-21 | 7.01 Regulation FD Disclosure | 7.01 The presentation materials attached hereto as Exhibits 99.1 and 99.2 are being filed in connection with potential investor presentations by the registrant. | f8k082112_vlov.htm |
| 2012-08-13 | 8-K | 2012-08-13 | 8.01 Other Events | 8.01 On August 13, 2012, the registrant issued a press release to announce its unaudited results of operations for the quarter ended June 30, 2012. | f8k081312_vlovinc.htm |
| 2012-08-10 | 8-K | 2012-08-10 | 8.01 Other Events | 8.01 On August 10, 2012, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k081012_vlovinc.htm |
| 2012-07-26 | 8-K | 2012-07-26 | 8.01 Other Events | 8.01 On July 26, 2012, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k072612_vlov.htm |
| 2012-05-15 | 8-K | 2012-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2012, the registrant issued a press release to announce its unaudited results of operations for the quarter ended March 31, 2012. | vlov_8k.htm |
| 2012-04-23 | 8-K | 2012-04-18 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Crowe Horwath LLP resigned as the registrant’s independent auditors effective as of April 18, 2012. | vlov_8k.htm |
| 2012-04-13 | 8-K | 2012-04-13 | 2.02 Results of Operations and Financial Condition | 2.02 On April 13, 2012, the registrant issued a press release regarding its unaudited financial results for the three months ended, and the audited financial results for the year ended, December 31, 2011. | vlov_8k.htm |
| 2012-01-11 | 8-K | 2012-01-11 | 8.01 Other Events | 8.01 On January 11, 2012, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v245241_8k.htm |
| 2012-01-09 | 8-K | 2012-01-09 | 8.01 Other Events | 8.01 On January 9, 2012, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v244973_8k.htm |
| 2012-01-05 | 8-K | 2012-01-05 | 8.01 Other Events | 8.01 On January 5, 2012, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v244764_8k.htm |
| 2011-12-15 | 8-K | 2011-12-15 | 7.01 Regulation FD Disclosure | 7.01 The presentation materials attached hereto as Exhibits 99.1 and 99.2 are being filed in connection with potential investor presentations by the registrant. | v243060_8k.htm |
| 2011-12-12 | 8-K | 2011-12-09 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Effective December 9, 2011, the registrant’s Articles of Incorporation was amended pursuant to a Certificate of Change Pursuant to Nevada Revised Statutes (“NRS”) 78.209 (the “Certificate of Change”) filed with the Nevada Secretary of State on November 16, 2011. 8.01 The information in Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing. | v242838_8k.htm |
| 2011-11-21 | 8-K | 2011-11-21 | 2.02 Results of Operations and Financial Condition | 2.02 On November 21, 2011, the registrant issued a press release to announce its unaudited results of operations for the quarter ended September 30, 2011. | v241270_8k.htm |
| 2011-11-02 | 8-K | 2011-11-02 | 8.01 Other Events | 8.01 On November 2, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v238950_8k.htm |
| 2011-10-31 | 8-K | 2011-10-31 | 8.01 Other Events | 8.01 On October 31, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v238643_8k.htm |
| 2011-10-24 | 8-K | 2011-10-24 | 8.01 Other Events | 8.01 On October 24, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v237875_8k.htm |
| 2011-10-04 | 8-K | 2011-09-28 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On September 28, 2011 (the “Effective Date”), the registrant entered into a Loanout Agreement (the “Agreement”) with Worldwide Officers, Inc., a California Corporation (“WOI”), pursuant to which the registrant has continued to engage the services of Bennet P. Tchaikovsky as its chief financial officer. | v235754_8k.htm |
| 2011-08-23 | 8-K | 2011-08-22 | 8.01 Other Events | 8.01 On August 23, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v233202_8k.htm |
| 2011-08-10 | 8-K | 2011-08-10 | 8.01 Other Events | 8.01 On August 10, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v231511_8k.htm |
| 2011-08-01 | 8-K | 2011-08-01 | 8.01 Other Events | 8.01 On August 1, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v230359_8k.htm |
| 2011-05-16 | 8-K | 2011-05-16 | 8.01 Other Events | 8.01 On May 16, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v222804_8k.htm |
| 2011-04-19 | 8-K | 2011-04-19 | 8.01 Other Events | 8.01 On April 19, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v219126_8k.htm |
| 2011-04-01 | 8-K | 2011-04-01 | 8.01 Other Events | 8.01 On April 1, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v217307_8-k.htm |
| 2010-11-15 | 8-K | 2010-11-15 | 8.01 Other Events | 8.01 On November 15, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v202575_8k.htm |
| 2010-11-01 | 8-K | 2010-11-01 | 8.01 Other Events | 8.01 On November 1, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v200613_8-k.htm |
| 2010-10-27 | 8-K | 2010-10-27 | 8.01 Other Events | 8.01 On October 27, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v200065_8k.htm |
| 2010-10-27 | 8-K | 2010-10-25 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On October 25, 2010, the Registrant’s management concluded that the Registrant’s unaudited consolidated financial statements for the three months ended March 31, 2010 and for the three and six months ended June 30, 2010 could no longer be relied upon. | v200029_8-k.htm |
| 2010-09-14 | 8-K | 2010-09-14 | 7.01 Regulation FD Disclosure | 7.01 On September 14, 2010, the Registrant will deliver a presentation at the Rodman & Renshaw Annual Global Investment Conference in New York City. | v196597_8k.htm |
| 2010-09-14 | 8-K | 2010-09-14 | 8.01 Other Events | 8.01 On September 14, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v196560_8k.htm |
| 2010-09-09 | 8-K | 2010-09-09 | 8.01 Other Events | 8.01 On September 9, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v196277_8k.htm |
| 2010-08-19 | 8-K | 2010-08-19 | 8.01 Other Events | 8.01 On August 19, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v194649_8k.htm |
| 2010-08-12 | 8-K | 2010-08-12 | 8.01 Other Events | 8.01 On August 12, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v193604_8k.htm |
| 2010-07-13 | 8-K | 2010-07-12 | 8.01 Other Events | 8.01 On July 12, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v190362_8k.htm |
| 2010-07-12 | 8-K | 2010-07-12 | 7.01 Regulation FD Disclosure | 7.01 On July 12, 2010, the Registrant will deliver a presentation at the Global Hunter Securities 2010 China Conference in San Francisco, California. | v190360_8k.htm |
| 2010-07-09 | 8-K | 2010-07-09 | 8.01 Other Events | 8.01 On July 9, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v190305_8k.htm |
| 2010-06-03 | 8-K | 2010-06-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective June 1, 2010, Congming Xie and Zhifan Wu each voluntarily resigned from the Registrant’s board of directors (the “Board”). | v187339_8k.htm |
| 2010-05-18 | 8-K | 2010-05-18 | 8.01 Other Events | 8.01 On May 18, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v185786_8k.htm |
| 2010-05-03 | 8-K | 2010-05-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective April 27, 2010, Mr. Yushan Zheng resigned as the Registrant’s chief financial officer. 8.01 The information in Item 8.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing. | v183214_8k.htm |
| 2010-03-22 | 8-K | 2010-03-22 | 8.01 Other Events | 8.01 On March 22, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v178125_8k.htm |
| 2010-03-16 | 8-K | 2010-03-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 10, 2010, the Registrant’s board of directors (the “Board”) unanimously approved to increase the number of directors on the Board from 5 to 6 pursuant to Article II of the Registrant’s Bylaws, and in connection therewith, appointed Ms. Ying (Teresa) Zhang to the Board, effective March 10, 2010. | v177472_8k.htm |
| 2010-03-08 | 8-K | 2010-03-08 | 7.01 Regulation FD Disclosure | 7.01 On March 8, 2010, the Registrant will deliver a presentation at the Rodman & Renshaw Annual China Investment Conference in Beijing, China. | v176544_8k.htm |
| 2010-03-03 | 8-K | 2010-03-03 | 8.01 Other Events | 8.01 On March 3, 2010, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | v176216_8k.htm |
| 2009-12-02 | 8-K | 2009-12-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On December 1, 2009, we entered into a securities purchase agreement (the “Purchase Agreement”) with several accredited investors (collectively the “Purchasers”) pursuant to which we agreed to issue and sell up to 699,301 shares of our common stock, par value $0.00001 per share (“Common Stock”) to accredited investors at $2.86 per share for an aggregate purchase price of up to $2 million, and to issue warrants (the “Warrants”) to purchase up to 349,651 shares of Common Stock, for no additional consideration. 3.02 The disclosures under Item 1.01 are incorporated in this Item 3.02 by reference. | form8k.htm |
| 2009-11-19 | 8-K | 2009-11-17 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On November 17, 2009, we entered into a securities purchase agreement (the “Purchase Agreement”) with several accredited investors (collectively the “Purchasers”) pursuant to which we sold and issued to the Purchasers 1,350,581 shares of our series A convertible preferred stock, par value $0.00001 per share (the “Preferred Shares”), at $2.86 per share, and issued warrants (the “Warrants”) to purchase up to 675,290 shares of our common stock, par value $0.00001 per share (“Common Stock”), for no additional consideration. 3.02 The disclosures under Item 1.01 are incorporated in this Item 3.02 by reference. | form8k.htm |
| 2009-10-30 | 8-K | 2009-10-27 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On October 27, 2009, we entered into a securities purchase agreement (the “Purchase Agreement”) with several accredited investors (collectively the “Purchasers”) pursuant to which we agreed to issue and sell up to 2,797,203 shares of our series A convertible preferred stock, par value $0.00001 per share (the “Preferred Shares”) to accredited investors at $2.86 per share for an aggregate purchase price of up to $8 million, and to issue warrants (the “Warrants”) to purchase up to 1,398,602 shares of our common stock, par value $0.00001 per share (“Common Stock”), for no additional consideration. 3.02 The disclosures under Item 1.01 are incorporated in this Item 3.02 by reference. 5.03 The disclosures under Item 1.01 are incorporated in this Item 5.03 by reference. | v164094_8k.htm |
| 2009-10-05 | 8-K | 2009-09-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v161960_8k.htm |
| 2009-05-04 | 8-K/A | 2009-02-13 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 We design and distribute a broad array of products in various categories, of which 80% are dedicated to men’s market and 20% are dedicated to women’s market. | v147763_8ka.htm |
| 2009-04-15 | 8-K | 2009-04-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Effective April 9, 2009, Malone & Bailey CPA (“Malone & Bailey”) was dismissed as the Registrant’s certifying independent accountant engaged to audit our financial statements. | v146256_8k.htm |
| 2009-03-20 | 8-K | 2009-03-20 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Effective on March 20, 2009, the Company changed its name from Sino Charter Inc. to VLOV Inc. The name change was effected through a parent/subsidiary merger of our wholly-owned subsidiary, VLOV Inc., with and into the Company, with the Company as the surviving corporation. 8.01 The Company’s name change to VLOV Inc. became effective with NASDAQ’s Over-the-Counter Bulletin Board at the open of business on March 20, 2009 under the new stock symbol “VLOV”. | v143526_8k.htm |
| 2009-03-12 | 8-K | 2009-03-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 11, 2009, the Board of Directors of Sino Charter Inc. (the “Company”) appointed Mr. Congming Xie as a director of the Company, to serve until terminated, or he resigns and when his successor is duly elected and qualified. | v142681_8k.htm |
| 2009-02-24 | 8-K | 2009-02-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective February 23, 2009, Mr. Matthew Hayden resigned as our interim Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer (collectively the “Interim Offices”). | v141155_8k.htm |
| 2009-02-20 | 8-K | 2009-02-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective February 18, 2009, Mr. Matthew Hayden resigned as our Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer. | v140952_8k.htm |
| 2009-02-18 | 8-K/A | 2009-02-13 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 On February 13, 2009 (the “Closing Date”), Sino Charter, Inc., a Nevada corporation (“Sino Charter” or the “Company”), closed a reverse acquisition by which it acquired a business engaged in the design, sourcing, marketing and distribution of casual apparel and clothing products in the People’s Republic of China (“China” or the “PRC”) pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company, Peng Xiang Peng Fei Investments Limited, a company incorporated in the British Virgin Islands (“Peng Xiang”), and the shareholders who, immediately prior to the closing of the transactions contemplated by the Exchange Agreement, collectively held 100% of Peng Xiang’s issued and outstanding share capital (the “BVI Shareholders”). 2.01 On February 13, 2009, Sino Charter acquired Peng Xiang and its business operations in a reverse acquisition transaction. 3.02 As more fully described in Items 1.01 and 2.01 above, in connection with the Exchange Agreement, on the Closing Date, we issued 14,560,000 shares of our common stock to the BVI Shareholders in exchange for 100% of the capital stock of Peng Xiang. 5.01 As more fully described in Items 1.01 and 2.01 above, on February 13, 2009, in a reverse acquisition, we acquired a business engaged in the design, sourcing, marketing and distribution of high fashion apparel and clothing products in China, by executing the Exchange Agreement by and among the Company, Peng Xiang and the BVI Shareholders. 5.03 On February 13, 2009, our board of directors adopted resolution by unanimous written consent to amend Article III of our Bylaws in order to allow shareholders to take action by written consent of at least a majority of the voting power, unless an action requires a different proportion of voting power, in which case that proportion of written consents shall be required. 5.06 As explained more fully in Item 2.01 above, Sino Charter was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the closing of the Exchange. | v140653_8ka.htm |
| 2009-02-13 | 8-K | 2009-02-13 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 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 | 1.01 On February 13, 2009 (the “Closing Date”), Sino Charter, Inc., a Nevada corporation (“Sino Charter” or the “Company”), closed a reverse acquisition by which it acquired a business engaged in the design, sourcing, marketing and distribution of casual apparel and clothing products in the People’s Republic of China (“China” or the “PRC”) pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company, Peng Xiang Peng Fei Investments Limited, a company incorporated in the British Virgin Islands (“Peng Xiang”), and the shareholders who, immediately prior to the closing of the transactions contemplated by the Exchange Agreement, collectively held 100% of Peng Xiang’s issued and outstanding share capital (the “BVI Shareholders”). 2.01 On February 13, 2009, Sino Charter acquired Peng Xiang and its business operations in a reverse acquisition transaction. 3.02 As more fully described in Items 1.01 and 2.01 above, in connection with the Exchange Agreement, on the Closing Date, we issued [_____] shares of our common stock to the BVI Shareholders in exchange for 100% of the capital stock of Peng Xiang. 4.01 Effective on September 22, 2008, Williams & Webster, P.S. was dismissed as the Company’s certifying independent accountant engaged to audit the Company’s financial statements. 5.01 As more fully described in Items 1.01 and 2.01 above, on February 13, 2009, in a reverse acquisition, we acquired a business engaged in the design, sourcing, marketing and distribution of high fashion apparel and clothing products in China, by executing the Exchange Agreement by and among the Company, Peng Xiang and the BVI Shareholders. 5.02 Effective February 13, 2009, Mr. Qingqing Wu was appointed as a member of the Company’s board of directors. 5.06 As explained more fully in Item 2.01 above, Sino Charter was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the closing of the Exchange. | v139750_8k.htm |
| 2009-01-20 | 8-K | 2009-01-16 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Responsive information to this Item has previously been provided in an information statement filed by the Registrant. 8.01 On January 16, 2009 Nasdaq approved the processing of the Registrant’s amendment to its Articles of Incorporation which provided for a 1-for-100 reverse split of its issued shares of common stock (every 100 shares then issued and outstanding or held in the Registrant’s treasury will be combined into and represent one share of its common stock, par value $0.00001 each). | v137427_8k.htm |
| 2008-09-24 | 8-K | 2008-09-23 | 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 | v127178_8k.htm | |
| 2008-08-14 | 8-K | 2008-08-04 | 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 | v123352_8-k.htm | |
| 2008-06-26 | 8-K | 2008-06-23 | 4.01 Changes in Registrant's Certifying Accountant | sci8k.htm |