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Yes I do. Tiny share structure and world class technology. I'm holding for dollars.
Wow haha. It sure is gone. This guy is a real clown.
AMENDED SHARE EXCHANGE AGREEMENT
FOR THE PURCHASE OF ALL OF THE ISSUED SHARES OF
CYCCLONE MAGNETIC ENGINE DEVELOPMENTS LIMITED (AN AUSTRALIAN PUBLIC
CORPORATION)
BY CHINA DASHENG BIOTECHNOLOGY CO., INC (A NEVADA CORPORATION)
This amended share exchange agreement (this “Agreement”) is made the 29
th day of September, 2022, between
Cycclone Magnetic Engine Developments Limited an Australian public corporation (the “Vendor”), and China
Dasheng Biotechnology Co., Inc, a Nevada corporation (the “Purchaser”).
WHEREAS the Purchaser wants to purchase and the Vendor wants to sell all of the issued ordinary shares in the
capital stock of Cycclone Magnetic Engine Developments Limited, an Australian corporation (the “Target”);
AND WHEREAS the Vendor and the Purchaser wish to enter into a binding agreement for an exchange of shares;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and
agreements herein contained and of other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto covenant and agree with each other as follows:
ARTICLE 1 - DEFINITIONS
In this Agreement, the following terms have the meanings ascribed thereto as follows:
“Act” means the United States Securities Act of 1933, as amended;
“Assets” means the undertaking, property and assets of the Target as a going concern, of every kind and description
and wheresoever situated;
“Capital Expenditures” means an expenditure exceeding $10,000 not made in the normal course of business;
“Closing” or “Closing Date” means the time and place for completion of this Agreement as defined in Section 5.01;
“Target Shares” means 150,000,000 shares of the ordinary stock of the Target;
“Purchaser Shares” means restricted common shares of the Purchaser;
“SEC” means the United States Securities and Exchange Commission.
ARTICLE 2 - EXCHANGE OF SECURITIES
2.01 Agreement to Purchase. Upon the terms and subject to the conditions contained in this Agreement, the
Vendor shall sell and the Purchaser shall purchase the Target Shares in exchange for the Purchaser Shares.
2.02 Interim Transfer Restrictions. The Purchaser Shares will be subject to re-sale restrictions and, as such, the
share certificate(s) representing the Purchaser Shares will bear the following notation:
THE SECURITY OR SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD TO ANY PERSON
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES
THAT: (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SHARES EVIDENCED
HEREBY EXCEPT (A) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE
904 OF REGULATION S OR (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANOTHER THEN
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS OR,
(C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES
ACT OR ANY APPLICABLE STATE LAWS, OR (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO ANY
SUCH TRANSFER, IT WILL FURNISH TO THE TRANSFER AGENT FOR THE COMMON STOCK
SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR STATE SECURITIES LAWS;
AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED
HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED
HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on such
representations and warranties in connection with the share exchange:
3.01 Incorporation, Organization and Authority of Purchaser. The Purchaser is a corporation duly
incorporated and subsisting under the laws of the State of Nevada and has all the necessary corporate
power, authority and capacity to perform its obligations hereunder and to carry on its business and to own,
lease and operate its assets.
3.02 Necessary Proceedings. All necessary proceedings of the directors and shareholders of the Purchaser have
been taken or will be taken to enable the Purchaser to enter into this Agreement and to perform its
obligations hereunder.
3.03 Valid and Binding. This Agreement has been duly executed and delivered by the Purchaser and is a legal,
valid and binding obligation of the Purchaser, enforceable in accordance with its terms subject to:
(a) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the
enforcement of creditors rights generally; and
(b) the fact that equitable remedies, including the remedies of specific performance and injunction,
may only be granted in the discretion of a court.
3.04 No Breach Caused by this Agreement. Neither the execution nor delivery of this Agreement nor the
fulfillment or compliance with any of the terms hereof will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, the articles and by-laws, as amended, of the
Purchaser or any material agreement or instrument to which the Purchaser is subject, or will require any
consent or other action by any administrative or governmental body.
3.05 Approvals. No approval of or filing with any federal, provincial or local court, authority or administrative
agency is necessary to authorize the execution and delivery of this Agreement by the Purchaser or the
consummation by the Purchaser of the transactions contemplated herein.
3.06 Exemption from Prospectus and Registration Requirements. The issuance of shares contemplated by this
Agreement is exempt from the prospectus and registration requirements of the Act.
3.07 Shareholder Approval. No approval or consent of the shareholders of the Purchaser is required under any
law, agreement or understanding, in order for the Purchaser to enter into and to perform its obligations
under this Agreement.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor represents and warrants to the Purchaser, upon which representations and warranties the Purchaser relies
in entering into and performing its obligations pursuant to this Agreement, that, as of the date hereof:
4.01 Incorporation. The Target is a corporation duly incorporated and validly subsisting pursuant to the laws of
Australia, and has all requisite capacity and authority to carry on business and own assets in all
jurisdictions where it carries on business and owns assets.
4.02 Authorizations. All necessary corporate measures of the directors of the Target required to authorize the
execution, delivery and performance of this Agreement have been taken.
4.03 No Breach Caused by this Agreement. Neither the execution nor delivery of this Agreement nor the
fulfillment or compliance with any of the terms hereof will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, the Target’s constating documents and governing
rules or any material agreement or instrument to which the Target or the Vendor are subject, or will require
any consent or other action by any administrative or governmental body. The Target has complied with all
licenses, franchises, leases, permits, approvals and agreements to which the Target is a party or by which
the Target is bound, the breach of which would materially and adversely affect the operations or condition,
financial or otherwise, of the Target.
4.04 Valid and Binding. This Agreement has been duly executed and delivered by the Vendor and is a legal,
valid and binding obligation of the Vendor, enforceable in accordance with its terms subject to:
(a) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the
enforcement of creditors rights generally; and
(b) the fact that equitable remedies, including the remedies of specific performance and injunction,
may only be granted in the discretion of a court.
4.05 Authorized Capital. The authorized capital of the Target consists of 75,000,000 shares of common stock, of
which only the Target Shares are issued and outstanding. Other than such common shares, there is no
agreement or option, including convertible securities or warrants existing pursuant to which the Target is or
might be required to issue any further shares of its capital.
4.06 Pre-emptive Rights. No person, firm or corporation other than the Vendor has any agreement or option or
any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or
option for the purchase, subscription or issuance of any unissued shares or other securities of the Purchaser.
4.07 Shareholders' Agreements, etc. There are no shareholders' agreements, pooling agreements, voting trusts
or other similar agreements with respect to the ownership or voting of any of the shares of the Target.
4.08 Target Shares. The Vendor has good and marketable title to the Target Shares free and clear of any actual,
pending or, to the knowledge or belief of the Vendor, threatened, liens, charges, claims, options, set-offs,
encumbrances, escrow agreements, voting agreements, pooling agreements, shareholders agreements,
voting trusts or other limitations or restrictions of any nature whatsoever, including without limitation, any
action, proceeding or investigation affecting title to such shares, at law or in equity, before any court,
administrative agency or other tribunal or any governmental authority. The Target Shares are saleable
under the terms of this Agreement and there is no other agreement (whether by law, pre-emptive or
contractual) or option existing pursuant to which the Vendor could be required to sell, assign or transfer
any or all of the Target Shares.
4.09 Title to Assets. The Target has good and marketable title to the Assets free and clear of any actual, pending
or, to the knowledge or belief of the Vendor and the Target, threatened, claims, liens, charges, options, setoffs, encumbrances or security interests whatsoever, including without limitation any action, proceeding or
investigation affecting title to the Assets, at law or in equity, before any court, administrative agency or
other tribunal or any governmental authority, to all of the Assets and to any properties, except those sold in
the ordinary course of business during such period.
4.10 Subsidiaries. The Target has 2 operating subsidiaries, Cycclone Engine Development Pty Ltd and Y
Engine Developments Pty Ltd, both Australian corporations.
4.11 Indebtedness. The Target has no bonds, debentures, mortgages, promissory notes or other indebtedness
maturing more than one year after the date of their original creation or issuance, and is not under any
obligation to create or issue any bonds, debentures, mortgages, promissory notes or other indebtedness
maturing more than one year after the date of their original creation or issuance.
4.12 Liabilities of the Target. There are no known liabilities (contingent or otherwise) of the Target of any kind
whatsoever, and, to the best of the knowledge of the Vendor, there is no basis for assertion against the
Target of any liabilities of any kind.
4.13 Guarantees. The Target is not a party to, or bound by, any agreement of guarantee, indemnification,
assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise)
or indebtedness of any other person, firm or corporation.
4.14 Absence of Other Agreements. The Target:
(a) is not a party to any contract with, or committed to, any labor union;
(b) is not a party to or operate any bonus, pension, profit sharing, deferred compensation, retirement,
hospitalization insurance, medical insurance or similar plan or practice, formal and informal, in
effect with respect to any employees or others;
(c) is not bound by any agreement whether written or oral with any employee providing for a
specified period of notice of termination nor providing for any fixed term of employment; and has
now and at Closing will have no employees who cannot be dismissed upon such notice as
common or statute law may prescribe;
(d) is not bound by any outstanding contract or commitment which requires prior approval of any
change of control of the Target; and
(e) is not bound by any outstanding contract or commitment except those entered into in the ordinary
course of business and having not more than 12 months to run; and is not in default under any
material contract by which it is bound or under which it is entitled to the benefits of and
advantages thereof.
4.15 Good Standing of Agreements. The Target is not in default or breach of any of its obligations under any
one or more contracts, agreements (written or oral), commitments, indentures or other instruments to which
it is a party or by which it is bound and there exists no state of facts which, after notice or lapse of time or
both, would constitute such a default or breach. All such contracts, agreements, commitments, indentures
and other instruments are now in good standing and in full force and effect without amendment thereto, the
Target is entitled to all benefits thereunder and, to the best of the knowledge of the Vendor, the other
parties to such contracts, agreements, commitments, indentures and other instruments are not in default or
breach of any of their obligations thereunder. There are no contracts, agreements, commitments, indentures
or other instruments under which the Target's rights or the performance of its obligations are dependent
upon or supported by the guarantee of or any security provided by any other person.
4.16 Labor Relations. There is not any strike, lock-out, sit-down, slow-down, grievance or other labor dispute or
trouble of any nature whatsoever pending or threatened against the Target which to any extent or in any
manner affects the Target.
4.17 Purchase Commitments and Outstanding Bids. The Target has no outstanding purchase commitments
exceeding the ordinary requirements of its business or the current market price for the related goods, or
imposing terms more onerous than the custom in the their business. The Target has no outstanding material
bids, proposal, contract or orders which will or, if accepted, could require the Target to supply goods or
services at a cost exceeding the anticipated revenues or which quotes prices at a mark-up over estimated
costs inconsistent with past mark-ups on similar business.
4.18 Compliance with Laws. The Target is not in violation of any federal, state/territorial, municipal or other
law, regulation or order of any government or governmental or regulatory authority, domestic or foreign.
4.19 Approvals. No approval of or filing with any federal, state/territorial or local court, authority or
administrative agency is necessary to authorize the execution and delivery of this Agreement by the Target
or the consummation by the Target of the transactions contemplated herein.
4.20 No Bankruptcy. No proceedings have been taken, are pending or authorized by the Target or by any other
person in respect of the bankruptcy, insolvency, liquidation or winding up of the Target.
4.21 Material Adverse Changes. There has been no material adverse change in the business operated by, or any
of the assets of, the Target since the date of the Target's Financial Statements.
4.22 Litigation. There are no claims, demands, disputes, actions, suits, proceedings or investigations pending or,
to the knowledge of the Target threatened against or directly or indirectly affecting the Target, at law or in
equity or admiralty or before or by any federal, state, municipal or other governmental court, department,
commission, board, bureau, agency or instrumentality, domestic or foreign, nor is the Target subject to any
presently effective adverse order, writ, injunction or decree of any such body.
4.23 Tax Matters. The Target is not in arrears or in default in respect of the filing of any required federal,
provincial or municipal tax or other return; and (i) all taxes, filing fees and other assessments due and
payable or collectible from the Target shall have been paid or collected, (ii) no claim for additional taxes
filing fees or other amounts and assessments due and payable or collectible from the Target has been made
which has not been collected, and (iii) to the best knowledge of the Vendor, no such return shall have
contained any misstatement or concealed any statement that should have been included therein. The Target
has withheld from each payment made to any Employee the amount of all taxes (including but not limited
to income tax) and other deductions required to be withheld therefrom and will have paid or will pay such
amounts to the proper tax or other receiving authority.
4.24 Corporate Records. The corporate records and minute books of the Target, all of which have been provided
to the Purchaser, contain complete and accurate minutes of all meetings of the directors and shareholders of
the Target held since its incorporation, and original signed copies of all resolutions and by-laws duly passed
or confirmed by the directors or shareholders of the Target other than at a meeting. All such meetings were
duly called and held. The share certificate books, register of security holders, register of transfers and
register of directors and any similar corporate records of the Target are complete and accurate. All exigible
security transfer tax or similar tax payable in connection with the transfer of any securities of the Target has
been duly paid.
4.25 Knowledge of Vendor. The Vendor does not have any information or knowledge of any material facts
relating to the business of the Target which, if known to the Purchaser, might reasonably be expected to
deter the Purchaser from completing the transaction of purchase and sale contemplated herein.
4.26 Omissions and Misrepresentations. None of the foregoing representations, warranties and statements of
fact knowingly contains any untrue statement of material fact or knowingly omits to state any material fact,
that the Vendor knew or ought to have known, necessary to make any such statement, warranty or
representation not misleading to a party seeking full information as to the Target and its properties,
business and affairs.
ARTICLE 5 - CLOSING
5.01 Time of Closing. The closing of the transactions contemplated herein (the “Closing”) shall be completed at
the offices of the Vendor, on September 30, 2022 at 1:00 p.m. local time or at such other time and/or place
as may be mutually agreed upon by the parties hereto.
5.02 Vendor's Closing Documents. At Closing, the Vendor shall deliver to the Purchaser a share certificate
evidencing the Target Shares duly endorsed for transfer or, if the share certificate is not duly endorsed for
transfer, a duly executed and signature guaranteed stock transfer form in a form reasonably acceptable to
the Purchaser’s attorneys.
5.03 Purchaser’s Closing Documents. At Closing, the Purchaser shall deliver to the Vendor a share certificate
evidencing the Target Shares duly endorsed for transfer or, if the share certificate is not duly endorsed for
transfer, a duly executed and signature guaranteed stock transfer form in a form reasonably acceptable to
the Purchaser’s transfer agent.
5.04 Purchaser’s Conditions of Closing. The obligations of the Purchaser under this Agreement are subject to
the following conditions for the exclusive benefit of the Purchaser being fulfilled in all material respects in
the reasonable opinion of the Purchaser on or before the Closing Date or waived by the Purchaser on or
before the Closing Date or agreed by the Vendor and the Purchaser to be indemnified for by the Vendor:
(a) the representations and warranties of the Vendor contained in this Agreement will be true and
correct on and as of the Closing Date;
(b) The Vendor will have complied with all terms, covenants and agreements in this Agreement
agreed to be performed or caused to be performed by it on or before the Closing Date;
(c) no material loss or destruction of or damage to any of the assets of the Target will have occurred
between the date of this Agreement and the Closing Date; and
(d) no action or proceeding against the Target or the Vendor will be pending or threatened by any
person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(e) the purchase and sale of the Target Shares contemplated by this Agreement or the right of the
Purchaser to own the Target Shares; or
(f) the right of the Target to conduct its operations and carry on its business in the ordinary course as
its business and its operations have been carried on in the past.
5.05 Purchaser Rescission. If any of the conditions in Section 5.04 are not fulfilled or waived or indemnified
for as contemplated in Section 5.04, the Purchaser on the Closing Date may rescind this Agreement by
notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under
this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing
such condition or conditions to be fulfilled or the Vendor has breached any of its representations,
warranties, covenants or agreements in this Agreement.
5.06 Waiver By Purchaser. The conditions in Section 5.04 may be waived in whole or in part by the Purchaser
without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any
other condition or conditions. A waiver will be binding only if it is in writing.
5.07 Vendor’s Conditions of Closing. The obligations of the Vendor under this Agreement are subject to the
following conditions for the exclusive benefit of the Vendor being fulfilled in all material respects in the
reasonable opinion of the Vendor on or before the Closing Date or waived by the Vendor on or before the
Closing Date or agreed by the Purchaser and the Vendor to be indemnified for by the Purchaser:
(a) the representations and warranties of the Purchaser contained in the Agreement will be true and
correct on and as of the Closing Date;
(b) the Purchaser will have complied with all terms, covenants and agreements in this Agreement
agreed to be performed or caused to be performed by it on or before the Closing Date; and
(c) no action or proceeding against the Purchaser will be pending or threatened by any person,
company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(d) the purchase and sale of the Purchaser Shares contemplated by this Agreement or the right of the
Vendor to own the Purchaser Shares; or
(e) the right of the Purchaser to conduct its operations and carry on its business in the ordinary course
as its business and its operations have been carried on in the past.
5.08 Vendor Rescission. If any of the conditions in Section 5.07 are not fulfilled or waived or indemnified for
as contemplated in Section 5.07, the Vendor on the Closing Date may rescind this Agreement by notice in
writing to the Purchaser. In such event, the Vendor shall be released from all obligations under this
Agreement, and the Purchaser will also be released unless the Purchaser was reasonably capable of causing
such condition or conditions to be fulfilled or the Purchaser has breached any of its representations,
warranties, covenants or agreements in this Agreement.
5.09 Waiver By Vendor. The conditions in Section 5.07 may be waived in whole or in part by the Vendor
without prejudice to any right of rescission or any other right in the event of non-fulfillment of any other
condition or conditions. A waiver will be binding only if it is in writing.
ARTICLE 6 - GENERAL
6.01 Counterparts. This Agreement may be executed in several counterparts, each of which when so executed
shall be deemed to be an original and each of such counterparts, if executed by the Vendor, the Target and
the Purchaser, shall constitute a valid and enforceable agreement between the Vendor, the Target and the
Purchaser.
6.02 Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof. Each of the parties irrevocably agrees that the other party
may enforce any claim arising under this Agreement and will irrevocably agree with respect to any claim
arising from the transaction contemplated hereby in the courts of the State of Nevada or United States
District Court for the District of Nevada, as the party bringing the claim may so choose. For the purpose of
any action, suit, or proceeding initiated in such courts with respect to any such claim, each of the parties
irrevocably submits to the jurisdiction of such courts. Each of the parties shall waive, to the fullest extent
allowed by law, any objection which it may now or hereafter have to venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or proceeding in such court
has been brought in an inconvenient forum..
6.03 Successors and Assigns. This Agreement shall accrue to the benefit of and be binding upon each of the
parties hereto and their respective heirs, executors, administrators and assigns, provided that this
Agreement shall not be assigned by any one of the parties without the prior written consent of each of the
other parties.
6.04 Sections and Headings. The division of this Agreement into Articles, sections and subsections and the
insertion of headings are for convenience of reference only and shall not affect the construction or
interpretation hereof.
6.05 Further Assurances. Each of the parties hereto will from time to time after the Closing at the other's
request and expense and without further consideration, execute and deliver such other instruments of
transfer, conveyance and assignment and take such further action as the other may require to more
effectively complete any matter provided for herein.
6.06 Entire Agreement. This Agreement and all other documents executed in connection with the
consummation of the transactions contemplated herein contain the entire agreement among the parties with
respect to the exchange of the Shares and the Assets and related transactions, and supersedes all prior
agreements, written or oral, with respect thereto.
6.07 Waiver. Any party hereto which is entitled to the benefits of this Agreement may, and has the right to,
waive any term or condition hereof at any time on the Closing Date provided, however, that such waiver
shall be evidenced by written instrument duly executed on behalf of such party.
6.08 Amendments. No modification or amendment to this Agreement may be made unless agreed to by the
parties hereto in writing.
IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the date first above written.
CHINA DASHENG BIOTECHNOLOGY CO.,
INC.
By:
Micheal Nugent
President
CYCCLONE MAGNETIC ENGINE
DEVELOPMENTS LIMITED
By:
Robert McClelland
Director
What is this? https://www.businesswire.com/news/home/20220929005273/en/
Cerebain Biotech Has Made a Capital Investment in Diabetes Reversal Group, LLC
September 29, 2022 08:30 AM Eastern Daylight Time
COSTA MESA, Calif.--(BUSINESS WIRE)--Cerebain Biotech Corp. (OTC: CBBT), (the “Company” or “Cerebain”) today announced that it has made a capital investment in Diabetes Reversal Group, LLC.
“Cerebain is happy to announce it has made a capital investment in Diabetes Reversal Group, LLC (DRG). We are confident in the growth potential of DRG due to the size of the diabetes market and the demand for ways to reverse this epidemic disease”
Tweet this
“Cerebain is happy to announce it has made a capital investment in Diabetes Reversal Group, LLC (DRG). We are confident in the growth potential of DRG due to the size of the diabetes market and the demand for ways to reverse this epidemic disease,” says Eric Clemons, CEO of Cerebain.
DRG has the only patented system in the world that reverses Type 2 Diabetes, and they guarantee results. They have a 13-year track record and have helped thousands of diabetics reverse their disease once and for all and get off their medications.
“We are excited to expand nationally and internationally with our incredible program, so we can help diabetics reverse this disease that causes so many devastating complications,” says Kristine Burke, MD, who is triple board certified and the Chief Medical Officer of DRG.
About Cerebain Biotech Corp.
Cerebain Biotech Corp. is a development-stage medical device company focused on the creation and clinical development of a minimally invasive implantable device and a synthetic drug solution. The device leverages the clinically observable, positive impact that Omentum stimulation has on cognitive function as related to dementias, and in particular, Alzheimer’s disease. The corporate vision is based on these positive clinical observations. Visit us at www.cerebain.com or connect with us on Twitter and Facebook to learn more.
About Diabetes Reversal Group, LLC
Diabetes Reversal Group, LLC was founded to provide a natural diabetes treatment, non-drug approach to helping people with metabolic and nutritional imbalances. These imbalances can lead to many health problems traditionally treated with invasive prescription drug therapy, such as Type 2 Diabetes, Neuropathy and Heart Disease. The Patented program developed by DRG helps Type 2 Diabetes, Neuropathy and Heart Disease by restoring proper metabolic function and nutritional balance. We have seen remarkable results with the improvement or elimination of these conditions, working in conjunction with your primary physician. Visit us at https://diabetesreversalgroup.com.
Forward Looking Statements
This news release contains certain "forward- looking statements." Forward-looking statements are based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and many of which are beyond the Company's control. The forward-looking statements are also identified through the use of words "believe," enable," "may," "will," "could," "intends," "estimate," "anticipate," "plan," "predict" "probable," "potential," "possible," "should," "continue," and other words of similar meaning. Actual results could differ materially from these forward-looking statements as a result of a number of risk factors detailed in the Company's reports filed with OTC Markets. Given these risks and uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and no assurances can be given that such statements will be achieved.
Contacts
Investors:
Mr. Alan Klitenic
Cerebain Biotech Corp.
888.430.2221
info@cerebain.com
News- https://www.otcmarkets.com/stock/VXIT/news?id=373825
OTC DISCLOSURE & NEWS SERVICE
Presenting on the Emerging Growth Conference on September 28 Register Now
Press Release | 09/27/2022
MIAMI, Sept. 27, 2022 (GLOBE NEWSWIRE) -- EmergingGrowth.com a leading independent small cap media portal with an extensive history of providing unparalleled content for the Emerging Growth Companies and Markets announces the Schedule of the 40th Emerging Growth Conference.
The Emerging Growth Conference identifies companies in a wide range of growth sectors, with strong management teams, innovative products & services, focused strategy, execution, and the overall potential for long-term growth.
Register for the conference here.
Submit your Questions for any of the presenting companies in advance to: Questions@EmergingGrowth.com
Be sure to reference the Company the question is directed to.
The schedule for September 28, 2022, is as follows:
(All times are Eastern Time Zone)
We may see some schedule changes on Wednesday. To stay current on the schedule, please follow us on Twitter: https://twitter.com/EmergingGrowthC
9:00 – 9:30
Pressure Biosciences, Inc. (OTCQB: PBIO)
Keynote speaker: Richard T. Schumacher, President / CEO
10:30 – 11:00
Dronedek (https://www.dronedek.com)
Keynote speaker: Dan O’Toole, CEO
11:15 – 11:45
Reviv3 Procare Company (OTCQB: RVIV)
Keynote speaker: Wes Harris, Founder
12:00 – 12:30
Stillwater Critical Minerals (OTCQB: PGEZF) (TSX.V: PGE)
Keynote speaker: Michael Rowley, President & CEO
12:45 – 1:15
Hempacco Co., Inc.’s (NASDAQ: HPCO)
Keynote speaker: Jorge Olson, Chief Marketing Officer
1:30 – 2:00
VirExit Technologies, Inc. (OTC Pink: VXIT)
Keynote speaker: James Katzaroff, CEO
2:15 – 2:45
Avalon Advanced Materials Inc. (OTCQB: AVLNF) (TSX: AVL)
Keynote speaker: Donald Bubar, President, CEO
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Agreed. I have the feeling that something big is coming.
They SOS was recently updated. He’s not listed as an officer. Nothing to worry about.
Entity Name:
DRYWORLD BRANDS, INC.
Entity Number:
E0454142013-3
Entity Type:
Domestic Corporation (78)
Entity Status:
Active
Formation Date:
09/18/2013
NV Business ID:
NV20131554691
Termination Date:
Perpetual
Annual Report Due Date:
9/30/2023
REGISTERED AGENT INFORMATION
Name of Individual or Legal Entity:
CORPORATE ADMINISTRATIVE SERVICES INC
Status:
Active
CRA Agent Entity Type:
Registered Agent Type:
Commercial Registered Agent
NV Business ID:
NV20141008265
Office or Position:
Jurisdiction:
NEVADA
Street Address:
1955 BARING BLVD, Sparks, NV, 89434, USA
Mailing Address:
Individual with Authority to Act:
Daniela Peterson
Fictitious Website or Domain Name:
OFFICER INFORMATION
VIEW HISTORICAL DATA
Title Name Address Last Updated Status
President MATT WEINGART 701 Anacapa Street, Santa Barbara, CA, 93101, USA 09/20/2022 Active
Director MATT WEINGART 701 Anacapa Street, Santa Barbara, CA, 93101, USA 09/20/2022 Active
Director BRIAN MCKENZIE 701 Anacapa Street , Santa Barbara, CA, 93101, USA 09/20/2022 Active
Director BARRETT EVANS 701 Anacapa Street, Santa Barbara, CA, 93101, USA 09/20/2022 Active
Other/ BRIAN MCKENZIE 701 Anacapa Street, Santa Barbara, CA, 93101, USA 09/20/2022 Active
Page 1 of 1, records 1 to 5 of 5
CURRENT SHARES
Class/Series Type Share Number Value
Authorized 350,000,000 0.001000000000
Page 1 of 1, records 1 to 1 of 1
Number of No Par Value Shares:
0
Total Authorized Capital:
350,000
I think those dumping on that big of a bid need their head examined. There's people trashing the stock here and a good size bid out.... think McFly think
Nice. Glad you won't send it to "it"
Back to Pink Current
https://www.accesswire.com/713023/virexit-technologies-inc-introducing-a-system-that-substantially-improves-air-and-surface-viral-transmission-site-protection-to-375000-churches-and-synagogues-44000-nursing-homes-and-37000-health-clubs-in-north-america
VirExit Technologies, Inc. Introducing a System That Substantially Improves Air and Surface Viral Transmission Site Protection to 375,000 Churches and Synagogues, 44,000 Nursing Homes and 37,000 Health Clubs in North America
Monday, August 22, 2022 9:30 AM
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Topic:
Partnerships
VirExit is securing exclusive North American marketing rights for a unique system offering significant protection enhancements against viruses, bacteria, and other harmful microorganisms in three markets with $40 Billion total market potential.
RICHLAND, WA / ACCESSWIRE / August 22, 2022 / VirExit Technologies, Inc. (OTC PINK:VXIT) is pleased to announce that It has a memorandum of understanding (MOU) in place to be a strategic investor and sales partner with MaxClean Global 756, who offers a unique system that allows existing commercial HVAC and airflow systems to assist 375,000 churches and synagogues, 37,000 health clubs and 44,000 nursing/assisted centers up to a 99% improvement from viruses, bacteria, and other microorganisms when added to current cleaning and disinfection practices.
Max Clean Global 756 has a system that makes the air and surfaces of enclosed spaces safer from viruses and bacteria transmission sites while including longer lasting hand protection. Max Clean Global 756 has a specialized air treatment system that produces unique, long-living industrial grade reactive oxygen species (ROS). This is a technology that seeks out and destroy virus and bacteria where they linger in the air and on surfaces 24 hours a day. When you compare this unique form of ROS to other treatment technologies like ionization, high MERV filters like HEPA, UV and UVC lights, which are limited in destroying these harmful pathogens where they reside in the building.
In the last couple of months, MaxClean has secured a strategic partnership with the Master Distributors of three of the country's largest and best-known brands of air conditioners and HVAC systems, who will promote and add Max Clean Global 756 system to their new and existing commercial HVAC systems.
"Church and synagogue, nursing home and health club managers have air and surface contamination concerns affecting parishioners, patients, and members. This technology causes the atmosphere and surfaces inside a church, nursing home, and clubs to be safer from virus, contamination than their own parishioners' patients', club members' own homes or neighborhoods, providing an excellent environment for health, peace of mind and confidence to return to churches, health clubs and other facilities" said Web Barth, Chief Marketing Officer, VirExit Technologies.
The Company anticipates sales throughout North America within the next 90 days with an aggressive marketing plan and with national distribution and sales partners.
James C. Katzaroff, CEO, VirExit Technologies states, "Our goal has always been to offer unique and state of the art technologies to managers, who seek to provide protection employees, passengers, customers students, parishioners."
"Having this incredible System exclusively and beginning with churches and synagogues, nursing homes and health clubs is an enormous start. Additionally, we are in discussions with other companion breakthrough products that will follow the same sales and distribution channels and are evaluating new markets such as 19,000 Airports in the US. The VirExit team of professionals is always evaluating a bevy of additional product that are onboarded regularly once they are tested and that meet our strict criteria."
NOTICE REGARDING FORWARD LOOKING STATEMENTS
This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that include the words believes, expects, anticipate or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance, or achievements of the company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone's past success is no guarantee of future success. This news release speaks as of the date first set forth above and the company assumes no responsibility to update the information included herein for events occurring after the date hereof.
About VirExit Technologies, Inc.
VirExit Technologies, Inc. (VXIT) is a diversified company focused on innovative, effective, ethical, and safe products within the health, safety, and wellness verticals. In 2020, the company purchased SaferPlace Technologies, LLC, whose purpose is to create a primary sales and marketing platform as a vertical online marketplace. This acquisition seeks to provide a single source for buyers and sellers of protective products and services which resonate with the VirExit Technologies mission statement: making the world a healthier and safer place with innovative, ethical and effective technologies. For investor relations information please
CONTACT: Info@VirExitWellness.com
Jim Katzaroff, CEO
(206) 922-2833
SOURCE: VirExit Technologies, Inc
Topic: Partnerships
Over a year. Only thing I know about the company is found in the filings. Today is an important day. Closing on the purchase of shares to complete the reverse merger.
Could be very interesting.
Yeah GreekSeasoning- I'm sure he lost a ton of money on this endeavor. He thought he was the smartest person in the room. In addition to dumping into his pumps. He deserves the losses.
Omni Corporate Solutions-
Agree with you.
Should have quarterly results in a week or so... wonder what impact that will have..
Really thought it was dead after that failed custodianship attempt. Things could be looking up
Could be something big here
Glad I hang on to those shares
ZHUD
Zhuding International Limited
Common Stock
Overview
Quote
Company Profile
Security Details
News
Financials
Disclosure
Research
ZHUD SECURITY DETAILS
Share Structure
Market Cap Market Cap
200,591
08/04/2022
Authorized Shares
500,000,000
08/04/2022
Outstanding Shares
401,181,550
08/04/2022
Restricted
240,838,206
08/04/2022
Unrestricted
160,343,344
08/04/2022
Held at DTC
160,135,494
08/04/2022
Float
41,181,506
06/30/2018
Par Value
Not Available
Market Value calculated only for respective security
The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00
1. Issuer's Identity
CIK (Filer ID Number) Previous Names
None
Entity Type
0000865400
GUANAJUATO SILVER Co LTD
VANGOLD MINING CORP.
VANGOLD RESOURCES LTD.
VANGOLD RESOURCES LTD/FI
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)
Name of Issuer
GUANAJUATO SILVER CO LTD
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
GUANAJUATO SILVER CO LTD
Street Address 1 Street Address 2
578 - 999 CANADA PLACE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V6C 3E1 778-989-5346
3. Related Persons
Last Name First Name Middle Name
Silas Richard
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Smith Hernan Dorado
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Gehlen William
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Oliver Daniel
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Davila Ramon
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Anderson James
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Dea Lisa
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: X Executive Officer Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Munoz Israel
Street Address 1 Street Address 2
578-999 Canada Place
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6C 3E1
Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
X
Other
5. Issuer Size
Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)
7. Type of Filing
X New Notice Date of First Sale 2022-07-21 First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
Yes X No
9. Type(s) of Securities Offered (select all that apply)
X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
X Yes No
Clarification of Response (if Necessary):
The offering was made in connection with an acquisition.
11. Minimum Investment
Minimum investment accepted from any outside investor $19,394 USD
12. Sales Compensation
Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States All States
Foreign/non-US
13. Offering and Sales Amounts
Total Offering Amount $4,246,274 USD
or Indefinite
Total Amount Sold $4,246,274 USD
Total Remaining to be Sold $0 USD
or Indefinite
Clarification of Response (if Necessary):
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
13
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 USD
Estimate
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer Signature Name of Signer Title Date
GUANAJUATO SILVER CO LTD /s/Richard Silas Richard Silas Director 2022-08-05
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.
Well I'd say it is, a group of 13 just invested 4.2 million
https://www.sec.gov/Archives/edgar/data/865400/000086540022000001/xslFormDX01/primary_doc.xml
Looks like we have the merging entity here-
CYCCLONE ENGINE DEVELOPMENTS PTY LTD
http://www.otcmarkets.com/financialReportViewer?symbol=CDBT&id=341097
SHARE EXCHANGE AGREEMENT
FOR THE PURCHASE OF ALL OF THE ISSUED SHARES OF
CYCCLONE ENGINE DEVELOPMENTS PTY LTD (AN AUSTRALIAN CORPORATION)
BY CHINA DASHENG BIOTECHNOLOGY CO., INC (A NEVADA CORPORATION)
This share exchange agreement (this “Agreement”) is made the 2ND day of August, 2022, between Cycclone
Engine Developments Pty Ltd an Australian corporation (the “Vendor”), and China Dasheng Biotechnology Co.,
Inc, a Nevada corporation (the “Purchaser”).
WHEREAS the Purchaser wants to purchase and the Vendor wants to sell all of the issued ordinary shares in the
capital stock of Cycclone Engine Developments Pty Ltd, an Australian corporation (the “Target”);
AND WHEREAS the Vendor and the Purchaser wish to enter into a binding agreement for an exchange of shares;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and
agreements herein contained and of other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto covenant and agree with each other as follows:
ARTICLE 1 - DEFINITIONS
In this Agreement, the following terms have the meanings ascribed thereto as follows:
“Act” means the United States Securities Act of 1933, as amended;
“Assets” means the undertaking, property and assets of the Target as a going concern, of every kind and description
and wheresoever situated;
“Capital Expenditures” means an expenditure exceeding $10,000 not made in the normal course of business;
“Closing” or “Closing Date” means the time and place for completion of this Agreement as defined in Section 5.01;
“Target Shares” means 150,000,000 shares of the oridnary stock of the Target;
“Purchaser Shares” means restricted common shares of the Purchaser;
“SEC” means the United States Securities and Exchange Commission.
ARTICLE 2 - EXCHANGE OF SECURITIES
2.01 Agreement to Purchase. Upon the terms and subject to the conditions contained in this Agreement, the
Vendor shall sell and the Purchaser shall purchase the Target Shares in exchange for the Purchaser Shares.
2.02 Interim Transfer Restrictions. The Purchaser Shares will be subject to re-sale restrictions and, as such, the
share certificate(s) representing the Purchaser Shares will bear the following notation:
THE SECURITY OR SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD TO ANY PERSON
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES
THAT: (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SHARES EVIDENCED
HEREBY EXCEPT (A) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR
RULE 904 OF REGULATION S OR (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANOTHER THEN
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS OR,
(C) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES
ACT OR ANY APPLICABLE STATE LAWS, OR (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO
ANY SUCH TRANSFER, IT WILL FURNISH TO THE TRANSFER AGENT FOR THE COMMON
STOCK SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR STATE SECURITIES LAWS;
AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED
HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED
HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on
such representations and warranties in connection with the share exchange:
3.01 Incorporation, Organization and Authority of Purchaser. The Purchaser is a corporation duly
incorporated and subsisting under the laws of the State of Nevada and has all the necessary corporate
power, authority and capacity to perform its obligations hereunder and to carry on its business and to own,
lease and operate its assets.
3.02 Necessary Proceedings. All necessary proceedings of the directors and shareholders of the Purchaser have
been taken or will be taken to enable the Purchaser to enter into this Agreement and to perform its
obligations hereunder.
3.03 Valid and Binding. This Agreement has been duly executed and delivered by the Purchaser and is a legal,
valid and binding obligation of the Purchaser, enforceable in accordance with its terms subject to:
(a) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the
enforcement of creditors rights generally; and
(b) the fact that equitable remedies, including the remedies of specific performance and injunction,
may only be granted in the discretion of a court.
3.04 No Breach Caused by this Agreement. Neither the execution nor delivery of this Agreement nor the
fulfillment or compliance with any of the terms hereof will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, the articles and by-laws, as amended, of the
Purchaser or any material agreement or instrument to which the Purchaser is subject, or will require any
consent or other action by any administrative or governmental body.
3.05 Approvals. No approval of or filing with any federal, provincial or local court, authority or administrative
agency is necessary to authorize the execution and delivery of this Agreement by the Purchaser or the
consummation by the Purchaser of the transactions contemplated herein.
3.06 Exemption from Prospectus and Registration Requirements. The issuance of shares contemplated by this
Agreement is exempt from the prospectus and registration requirements of the Act.
3.07 Shareholder Approval. No approval or consent of the shareholders of the Purchaser is required under any
law, agreement or understanding, in order for the Purchaser to enter into and to perform its obligations
under this Agreement.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor represents and warrants to the Purchaser, upon which representations and warranties the Purchaser
relies in entering into and performing its obligations pursuant to this Agreement, that, as of the date hereof:
4.01 Incorporation. The Target is a corporation duly incorporated and validly subsisting pursuant to the laws of
Australia, and has all requisite capacity and authority to carry on business and own assets in all
jurisdictions where it carries on business and owns assets.
4.02 Authorizations. All necessary corporate measures of the directors of the Target required to authorize the
execution, delivery and performance of this Agreement have been taken.
4.03 No Breach Caused by this Agreement. Neither the execution nor delivery of this Agreement nor the
fulfillment or compliance with any of the terms hereof will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, the Target’s constating documents and governing
rules or any material agreement or instrument to which the Target or the Vendor are subject, or will require
any consent or other action by any administrative or governmental body. The Target has complied with all
licenses, franchises, leases, permits, approvals and agreements to which the Target is a party or by which
the Target is bound, the breach of which would materially and adversely affect the operations or condition,
financial or otherwise, of the Target.
4.04 Valid and Binding. This Agreement has been duly executed and delivered by the Vendor and is a legal,
valid and binding obligation of the Vendor, enforceable in accordance with its terms subject to:
(a) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the
enforcement of creditors rights generally; and
(b) the fact that equitable remedies, including the remedies of specific performance and injunction,
may only be granted in the discretion of a court.
4.05 Authorized Capital. The authorized capital of the Target consists of 150,000,000 shares of ORDINARY
stock, of which only the Target Shares are issued and outstanding. Other than such ORDINARY shares,
there is no agreement or option, including convertible securities or warrants existing pursuant to which the
Target is or might be required to issue any further shares of its capital.
4.06 Pre-emptive Rights. No person, firm or corporation other than the Vendor has any agreement or option or
any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or
option for the purchase, subscription or issuance of any unissued shares or other securities of the Purchaser.
4.07 Shareholders' Agreements, etc. There are no shareholders' agreements, pooling agreements, voting trusts
or other similar agreements with respect to the ownership or voting of any of the shares of the Target.
4.08 Target Shares. The Vendor has good and marketable title to the Target Shares free and clear of any actual,
pending or, to the knowledge or belief of the Vendor, threatened, liens, charges, claims, options, set-offs,
encumbrances, escrow agreements, voting agreements, pooling agreements, shareholders agreements,
voting trusts or other limitations or restrictions of any nature whatsoever, including without limitation, any
action, proceeding or investigation affecting title to such shares, at law or in equity, before any court,
administrative agency or other tribunal or any governmental authority. The Target Shares are saleable
under the terms of this Agreement and there is no other agreement (whether by law, pre-emptive or
contractual) or option existing pursuant to which the Vendor could be required to sell, assign or transfer
any or all of the Target Shares.
4.09 Title to Assets. The Target has good and marketable title to the Assets free and clear of any actual, pending
or, to the knowledge or belief of the Vendor and the Target, threatened, claims, liens, charges, options, setoffs, encumbrances or security interests whatsoever, including without limitation any action, proceeding or
investigation affecting title to the Assets, at law or in equity, before any court, administrative agency or
other tribunal or any governmental authority, to all of the Assets and to any properties, except those sold in
the ordinary course of business during such period.
4.10 Subsidiaries. The Target has 1 operating subsidiary, Y Engine Developments Pty Ltd, an Australian
corporation.
4.11 Indebtedness. The Target has no bonds, debentures, mortgages, promissory notes or other indebtedness
maturing more than one year after the date of their original creation or issuance, and is not under any
obligation to create or issue any bonds, debentures, mortgages, promissory notes or other indebtedness
maturing more than one year after the date of their original creation or issuance.
4.12 Liabilities of the Target. There are no known liabilities (contingent or otherwise) of the Target of any kind
whatsoever, and, to the best of the knowledge of the Vendor, there is no basis for assertion against the
Target of any liabilities of any kind.
4.13 Guarantees. The Target is not a party to, or bound by, any agreement of guarantee, indemnification,
assumption or endorsement or any like commitment of the obligations, liabilities (contingent or otherwise)
or indebtedness of any other person, firm or corporation.
4.14 Absence of Other Agreements. The Target:
(a) is not a party to any contract with, or committed to, any labor union;
(b) is not a party to or operate any bonus, pension, profit sharing, deferred compensation, retirement,
hospitalization insurance, medical insurance or similar plan or practice, formal and informal, in
effect with respect to any employees or others;
(c) is not bound by any agreement whether written or oral with any employee providing for a
specified period of notice of termination nor providing for any fixed term of employment; and has
now and at Closing will have no employees who cannot be dismissed upon such notice as
common or statute law may prescribe;
(d) is not bound by any outstanding contract or commitment which requires prior approval of any
change of control of the Target; and
(e) is not bound by any outstanding contract or commitment except those entered into in the ordinary
course of business and having not more than 12 months to run; and is not in default under any
material contract by which it is bound or under which it is entitled to the benefits of and
advantages thereof.
4.15 Good Standing of Agreements. The Target is not in default or breach of any of its obligations under any
one or more contracts, agreements (written or oral), commitments, indentures or other instruments to which
it is a party or by which it is bound and there exists no state of facts which, after notice or lapse of time or
both, would constitute such a default or breach. All such contracts, agreements, commitments, indentures
and other instruments are now in good standing and in full force and effect without amendment thereto, the
Target is entitled to all benefits thereunder and, to the best of the knowledge of the Vendor, the other
parties to such contracts, agreements, commitments, indentures and other instruments are not in default or
breach of any of their obligations thereunder. There are no contracts, agreements, commitments, indentures
or other instruments under which the Target's rights or the performance of its obligations are dependent
upon or supported by the guarantee of or any security provided by any other person.
4.16 Labor Relations. There is not any strike, lock-out, sit-down, slow-down, grievance or other labor dispute or
trouble of any nature whatsoever pending or threatened against the Target which to any extent or in any
manner affects the Target.
4.17 Purchase Commitments and Outstanding Bids. The Target has no outstanding purchase commitments
exceeding the ordinary requirements of its business or the current market price for the related goods, or
imposing terms more onerous than the custom in the their business. The Target has no outstanding material
bids, proposal, contract or orders which will or, if accepted, could require the Target to supply goods or
services at a cost exceeding the anticipated revenues or which quotes prices at a mark-up over estimated
costs inconsistent with past mark-ups on similar business.
4.18 Compliance with Laws. The Target is not in violation of any federal, state/territorial, municipal or other
law, regulation or order of any government or governmental or regulatory authority, domestic or foreign.
4.19 Approvals. No approval of or filing with any federal, state/territorial or local court, authority or
administrative agency is necessary to authorize the execution and delivery of this Agreement by the Target
or the consummation by the Target of the transactions contemplated herein.
4.20 No Bankruptcy. No proceedings have been taken, are pending or authorized by the Target or by any other
person in respect of the bankruptcy, insolvency, liquidation or winding up of the Target.
4.21 Material Adverse Changes. There has been no material adverse change in the business operated by, or any
of the assets of, the Target since the date of the Target's Financial Statements.
4.22 Litigation. There are no claims, demands, disputes, actions, suits, proceedings or investigations pending or,
to the knowledge of the Target threatened against or directly or indirectly affecting the Target, at law or in
equity or admiralty or before or by any federal, state, municipal or other governmental court, department,
commission, board, bureau, agency or instrumentality, domestic or foreign, nor is the Target subject to any
presently effective adverse order, writ, injunction or decree of any such body.
4.23 Tax Matters. The Target is not in arrears or in default in respect of the filing of any required federal,
provincial or municipal tax or other return; and (i) all taxes, filing fees and other assessments due and
payable or collectible from the Target shall have been paid or collected, (ii) no claim for additional taxes
filing fees or other amounts and assessments due and payable or collectible from the Target has been made
which has not been collected, and (iii) to the best knowledge of the Vendor, no such return shall have
contained any misstatement or concealed any statement that should have been included therein. The Target
has withheld from each payment made to any Employee the amount of all taxes (including but not limited
to income tax) and other deductions required to be withheld therefrom and will have paid or will pay such
amounts to the proper tax or other receiving authority.
4.24 Corporate Records. The corporate records and minute books of the Target, all of which have been provided
to the Purchaser, contain complete and accurate minutes of all meetings of the directors and shareholders of
the Target held since its incorporation, and original signed copies of all resolutions and by-laws duly passed
or confirmed by the directors or shareholders of the Target other than at a meeting. All such meetings were
duly called and held. The share certificate books, register of security holders, register of transfers and
register of directors and any similar corporate records of the Target are complete and accurate. All exigible
security transfer tax or similar tax payable in connection with the transfer of any securities of the Target has
been duly paid.
4.25 Knowledge of Vendor. The Vendor does not have any information or knowledge of any material facts
relating to the business of the Target which, if known to the Purchaser, might reasonably be expected to
deter the Purchaser from completing the transaction of purchase and sale contemplated herein.
4.26 Omissions and Misrepresentations. None of the foregoing representations, warranties and statements of
fact knowingly contains any untrue statement of material fact or knowingly omits to state any material fact,
that the Vendor knew or ought to have known, necessary to make any such statement, warranty or
representation not misleading to a party seeking full information as to the Target and its properties,
business and affairs.
ARTICLE 5 - CLOSING
5.01 Time of Closing. The closing of the transactions contemplated herein (the “Closing”) shall be completed at
the offices of the Vendor, on August 15, 2022 at 1:00 p.m. local time or at such other time and/or place as
may be mutually agreed upon by the parties hereto.
5.02 Vendor's Closing Documents. At Closing, the Vendor shall deliver to the Purchaser a share certificate
evidencing the Target Shares duly endorsed for transfer or, if the share certificate is not duly endorsed for
transfer, a duly executed and signature guaranteed stock transfer form in a form reasonably acceptable to
the Purchaser’s attorneys.
5.03 Purchaser’s Closing Documents. At Closing, the Purchaser shall deliver to the Vendor a share certificate
evidencing the Target Shares duly endorsed for transfer or, if the share certificate is not duly endorsed for
transfer, a duly executed and signature guaranteed stock transfer form in a form reasonably acceptable to
the Purchaser’s transfer agent.
5.04 Purchaser’s Conditions of Closing. The obligations of the Purchaser under this Agreement are subject to
the following conditions for the exclusive benefit of the Purchaser being fulfilled in all material respects in
the reasonable opinion of the Purchaser on or before the Closing Date or waived by the Purchaser on or
before the Closing Date or agreed by the Vendor and the Purchaser to be indemnified for by the Vendor:
(a) the representations and warranties of the Vendor contained in this Agreement will be true and
correct on and as of the Closing Date;
(b) The Vendor will have complied with all terms, covenants and agreements in this Agreement
agreed to be performed or caused to be performed by it on or before the Closing Date;
(c) no material loss or destruction of or damage to any of the assets of the Target will have occurred
between the date of this Agreement and the Closing Date; and
(d) no action or proceeding against the Target or the Vendor will be pending or threatened by any
person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(e) the purchase and sale of the Target Shares contemplated by this Agreement or the right of the
Purchaser to own the Target Shares; or
(f) the right of the Target to conduct its operations and carry on its business in the ordinary course as
its business and its operations have been carried on in the past.
5.05 Purchaser Rescission. If any of the conditions in Section 5.04 are not fulfilled or waived or indemnified
for as contemplated in Section 5.04, the Purchaser on the Closing Date may rescind this Agreement by
notice in writing to the Vendor. In such event, the Purchaser shall be released from all obligations under
this Agreement, and the Vendor will also be released unless the Vendor was reasonably capable of causing
such condition or conditions to be fulfilled or the Vendor has breached any of its representations,
warranties, covenants or agreements in this Agreement.
5.06 Waiver By Purchaser. The conditions in Section 5.04 may be waived in whole or in part by the Purchaser
without prejudice to any right of rescission or any other right in the event of the non-fulfillment of any
other condition or conditions. A waiver will be binding only if it is in writing.
5.07 Vendor’s Conditions of Closing. The obligations of the Vendor under this Agreement are subject to the
following conditions for the exclusive benefit of the Vendor being fulfilled in all material respects in the
reasonable opinion of the Vendor on or before the Closing Date or waived by the Vendor on or before the
Closing Date or agreed by the Purchaser and the Vendor to be indemnified for by the Purchaser:
(a) the representations and warranties of the Purchaser contained in the Agreement will be true and
correct on and as of the Closing Date;
(b) the Purchaser will have complied with all terms, covenants and agreements in this Agreement
agreed to be performed or caused to be performed by it on or before the Closing Date; and
(c) no action or proceeding against the Purchaser will be pending or threatened by any person,
company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:
(d) the purchase and sale of the Purchaser Shares contemplated by this Agreement or the right of the
Vendor to own the Purchaser Shares; or
(e) the right of the Purchaser to conduct its operations and carry on its business in the ordinary course
as its business and its operations have been carried on in the past.
5.08 Vendor Rescission. If any of the conditions in Section 5.07 are not fulfilled or waived or indemnified for
as contemplated in Section 5.07, the Vendor on the Closing Date may rescind this Agreement by notice in
writing to the Purchaser. In such event, the Vendor shall be released from all obligations under this
Agreement, and the Purchaser will also be released unless the Purchaser was reasonably capable of causing
such condition or conditions to be fulfilled or the Purchaser has breached any of its representations,
warranties, covenants or agreements in this Agreement.
5.09 Waiver By Vendor. The conditions in Section 5.07 may be waived in whole or in part by the Vendor
without prejudice to any right of rescission or any other right in the event of non-fulfillment of any other
condition or conditions. A waiver will be binding only if it is in writing.
ARTICLE 6 - GENERAL
6.01 Counterparts. This Agreement may be executed in several counterparts, each of which when so executed
shall be deemed to be an original and each of such counterparts, if executed by the Vendor, the Target and
the Purchaser, shall constitute a valid and enforceable agreement between the Vendor, the Target and the
Purchaser.
6.02 Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof. Each of the parties irrevocably agrees that the other party
may enforce any claim arising under this Agreement and will irrevocably agree with respect to any claim
arising from the transaction contemplated hereby in the courts of the State of Nevada or United States
District Court for the District of Nevada, as the party bringing the claim may so choose. For the purpose of
any action, suit, or proceeding initiated in such courts with respect to any such claim, each of the parties
irrevocably submits to the jurisdiction of such courts. Each of the parties shall waive, to the fullest extent
allowed by law, any objection which it may now or hereafter have to venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or proceeding in such court
has been brought in an inconvenient forum..
6.03 Successors and Assigns. This Agreement shall accrue to the benefit of and be binding upon each of the
parties hereto and their respective heirs, executors, administrators and assigns, provided that this
Agreement shall not be assigned by any one of the parties without the prior written consent of each of the
other parties.
6.04 Sections and Headings. The division of this Agreement into Articles, sections and subsections and the
insertion of headings are for convenience of reference only and shall not affect the construction or
interpretation hereof.
6.05 Further Assurances. Each of the parties hereto will from time to time after the Closing at the other's
request and expense and without further consideration, execute and deliver such other instruments of
transfer, conveyance and assignment and take such further action as the other may require to more
effectively complete any matter provided for herein.
6.06 Entire Agreement. This Agreement and all other documents executed in connection with the
consummation of the transactions contemplated herein contain the entire agreement among the parties with
respect to the exchange of the Shares and the Assets and related transactions, and supersedes all prior
agreements, written or oral, with respect thereto.
6.07 Waiver. Any party hereto which is entitled to the benefits of this Agreement may, and has the right to,
waive any term or condition hereof at any time on the Closing Date provided, however, that such waiver
shall be evidenced by written instrument duly executed on behalf of such party.
6.08 Amendments. No modification or amendment to this Agreement may be made unless agreed to by the
parties hereto in writing.
IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the date first above written.
CHINA DASHENG BIOTECHNOLOGY CO.,
INC.
By:
Micheal Nugent
President
CYCCLONE ENGINE DEVELOPMENTS PTY
LTD
By:
Micheal Nugent
President
Amended list on Nevada SOS
https://esos.nv.gov/EntitySearch/BusinessFilingHistory?businessid=744016
We've been waiting. Our time has come- hold tight for developments.
Super low float
CDBT
China Dasheng Biotechnology Co.
Common Stock
0.11
0.01
10.00%
0.041 / 0.11 (1 x 1)
Real-Time Best Bid & Ask: 11:32am 07/29/2022
Delayed (15 Min) Trade Data: 12:00am 07/25/2022
Overview
Quote
Company Profile
Security Details
News
Financials
Disclosure
Research
CDBT SECURITY DETAILS
Share Structure
Market Cap Market Cap
4,507,360
07/28/2022
Authorized Shares
75,000,000
07/28/2022
Outstanding Shares
40,976,000
07/28/2022
Restricted
32,000,000
07/28/2022
Unrestricted
8,976,000
07/28/2022
Held at DTC
6,188,884
07/28/2022
Float
8,976,000
10/05/2021
Par Value
0.001
Excited to see the operation coming in.
Huge Development http://www.otcmarkets.com/financialReportViewer?symbol=CDBT&id=340744
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2022
_______________________________
CHINA DASHENG BIOTECHNOLOGY CO.
(Exact name of registrant as specified in its charter)
_______________________________
Nevada 000-
(State or Other Jurisdiction (Commission
of Incorporation) File Number)
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
A. Appointment of Micheal P. Nugent as a Director
On July 28, 2022, the board of directors of China Dasheng Biotechnology Co.. (the “Company”) appointed
Micheal P. Nugent, 59, as a director of the Company, with immediate effect.
For certain biographical and other information regarding Micheal P. Nugent, see the disclosure below under
Section C of this Item 5.02.
B. Resignation of officers and directors
On July 28, 2022, Frank I Igwealor resigned as a director of the Company, and as its President, Chief Executive
Officer and Treasurer advised the Company that he was resigning from the foregoing positions for personal
reasons and not because of any disagreement with the Company.
On July 28, 2022, Bryan Glass resigned as a director of the Company, and as its Secretary and advised the
Company that he was resigning from the foregoing positions for personal reasons and not because of any
disagreement with the Company.
C. Appointment of Financial Controller, President, and Chief Executive Officer
On July 28, 2022, the Company’s board of directors appointed Frank I Igwealor, 51, as the Financial Controller
of the Company.
On July 28, 2022, the Company’s board of directors appointed Micheal P. Nugent, 59, as the President and
Chief Executive Officer of the Company.
Micheal P. Nugent is a certified diesel fitter in Australia. Mr. Nugent has held senior executive positions and
directorships with public and private companies in the United States of America and Australia since 1995. His
technical and corporate experience is expected to assist the Company with its efforts to implement profitable
operations.
During the past five years, Mr. Nugent has held the following positions:
Position(s) Held From To Employer Business Operations
CEO 2003 Present Cycclone Magnetic Engines, Inc. Engine development and manufacture
director 2022 Present Cycclone Engine Developments Pty Ltd Engine development and manufacture
director 2022 Present Y Engine Developments Pty Ltd Engine development and manufacture
CEO 2011 Present Novagen Ingenium, Inc. Technology holding company
CEO 2021 Present AmerYcan Roadships. Inc. Transport infrastructure developer
CEO 2022 Present Roadships Australian Intermodal Marine
Lines Pty Ltd
Coastal shipping developer
director 2022 Present Allstate Transport Acquisitions Pty Ltd Transportation acquisitions
director 2022 Present Bronzelink Pty Ltd. Family holding company
Co Chairman 2022 Present Seven States Limited Australian Public transport and logistics
CEO 2009 2016 Tautachrome, Inc. Picture technology company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CHINA DASHENG BIOTECHNOLOGY CO.
By Frank I Igwealor, Financial Controller
Date: July 28, 2022
If this doesn't motivate people to buy more or get off the fence, I don't know what will. Great way to break it down.
Thanks for sharing the info the last few days.
GTSM still selling shares. Do they even know there is a ticker change coming?
Yes. I did last week
wow. HUGE SLAPS!