Current Report Filing (8-k)
August 25 2015 - 4:04PM
Edgar (US Regulatory)
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 14, 2015
Moqizone
Holding Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
0-23000 |
|
95-4217605 |
(State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
301
New East Science CentreTST, 9 Science museum Rd.
(Address
of Principal Executive Offices) (Zip Code)
+852-9317-4057
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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
1.01 Entry into a Material Definitive Agreement.
On
July 14, 2015 the Company and its CEO entered into and executed an agreement with Beijing Balincan Cosmetics Company Limited and
its principal Shi, Wei Lun collectively (“BCCL”) pursuant to which the Company will develop a smartphone App which
will allow BCCL’s estimated 10,000,000 customers to schedule appointments for cosmetic procedures and/or purchase cosmetics
and skin care products at any of Balincan’s 3,000 + China based retail outlets using their smartphone. Pursuant to the terms
of this agreement, BCCL and/or its designees may be issued up to 2,000,000 shares of the Company’s $0.001 par value common
stock if up to 2,000,000 of the Company’s customers download and install the App on terms satisfactory to the Company, within
180 days of delivery by the Company to BCCL of an operative version of the aforementioned App.
Item
3.02 Unregistered Sales of Equity Securities.
From
June 30, 2015 through July 2, 2015 the Company sold 188,452 shares of it’s $0.001 par value common stock to two (2) Non-
US Persons pursuant to Regulation S for $US 4.00 per share for total net proceeds of $US 753,754. The Company paid no commissions
or fees in connection with such sales. Management of the Company believes that this $US 753,754 investment will be sufficient
to support the Company’s operations until at least October 1, 2015. However, there can be no assurances that the investment
and revenues will be sufficient to fund the Company’s operations for that period.
Item
4.01 (b)
On
August 18, 2015, the Company’s Board of Director’s engaged GBH CPA’s. PC of Houston, TX (“GBH”)
as its new independent registered public accounting firm effective immediately. In deciding to engage GBH, the Company’s
Director’s reviewed auditor independence issues and existing commercial relationships with GBH and concluded that GBH has
no commercial relationship with the Company that would impair its independence for the fiscal year ended December 31, 2014 During
the Company’s two most recent fiscal years ended December 31, 2014 and the subsequent interim periods through June 30, 2015,
the Company did not consult with GBH with respect to:
| (i) | Either
the application of accounting principles to a specified transaction,either completed
or proposed: or the the type of audit opinion that might be rendered on the Company’s
financial statements, and either a written report was provided to the Company or oral
advice was provided that the new registered public accounting firm conclude was an important
factor considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or |
| (ii) | any
matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv)
of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation
S-K. |
Item
8.01 Other Events.
The Company is in the process of
reviewing financial information and preparing unaudited financial statements in order for the Company to file such information
for the fiscal years ended December 31, 2013 and 2014, and for the periods ended March 31, June 30 and September 30 2014, and
March 31, and June 30, 2015. As soon as the foregoing financial information is completed, it will be filed with the OTC Markets
website to enable the Company’s common stock to be regularly quoted on the OTC Markets “Pink Sheets” quotation
system. As soon as the Company’s auditors complete their audit of the Company’s financial statements for the years
ended December 31, 2013 and 2014, and the Company files its Annual Reports on Form 10-K for such years and Quarterly Reports on
Form 10-Q for the interim periods mentioned above with the Securities and Exchange Commission (the “SEC”), the Company
will apply to have its common stock quoted on the OTC Market’s OTCQB quotation system, or, if qualified therefor, on The
NASDAQ Stock Market (“NASDAQ”) . The Company believes it will be able to make the filings with the SEC and apply for
the OTCQB quotation and/or NASDAQ by November 1, 2015, but there can be no assurances that the Company will be successful in such
efforts or, if successful in such efforts, successful by such date.
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.
|
Moqizone
Holding Corp |
|
|
|
|
By |
/s/
Lawrence C.K. Cheung |
|
Name: |
Lawrence C.K.
Cheung |
|
Title: |
Chief Executive
Officer |
Date: August
25, 2015
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