Item 2.01 Completion of an Acquisition or Disposition of Assets.
On
ECGL is a healthcare product distributing and marketing company. As a result of our acquisition of ECGL, we entered into the healthcare product distributing and marketing industry.
Concurrently with the consummation of the acquisition of ECGL, Ms.
Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, ECGL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity. ECGL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of ECGL, and the Company's assets, liabilities and results of operations will be consolidated with ECGL beginning on the acquisition date. ECGL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (ECGL). Historical stockholders' equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company's consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.
1 CORPORATE HISTORY
History
Trafalgar was incorporated under the laws of the state of
Initially, Trafalgar sought to develop and market inventions, including an asparagus harvester, a hot water saving device and a gas alert signal. Ultimately, none of the inventions were successful and they were abandoned. Trafalgar ceased to conduct any business and has not conducted any business during the last three years. Prior to the Merger, Trafalgar had not commenced operations for several years that had resulted in significant revenue and Trafalgar's efforts had been devoted primarily to activities related to raising capital and attempting to acquire an operating entity. Trafalgar did not possess any unexpired patents or trademarks and all of its licensing and royalty agreements from the inventions it sought to market in the past have since expired, and are not currently valid.
On
On
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The disclosures set forth under Item 2.01 of this Current Report on Form 8-K are
incorporated herein by reference. As described above under Item 2.01, on
Item 5.06. Change in Shell Company Status
The disclosures set forth under Item 2.01 of this Current Report on Form 8-K are
incorporated herein by reference. As described above under Item 2.01, on
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited financial statements and selected financial information relating to
(b) Pro Forma Financial Information
The pro forma financial statements relating to
The pro forma balance sheet as of
The pro forma financial statements have been prepared by management for
illustrative purposes only and are not necessarily indicative of the financial
position or results of operations in future periods or the results that actually
would have been realized had ECGL and CFOO been a combined entity during the
specified period(s). The pro forma adjustments are based on the preliminary
information available at the time of the preparation of this document and
assumptions that management believes are reasonable. The pro forma financial
statements, including the notes thereto, are qualified in their entirety by
reference to, and should be read in conjunction with ECGL's historical financial
statements included elsewhere in this Current Statement on Form 8-K for the
fiscal years ended
The pro forma financial statements do not purport to represent what the results
of operations or financial position of the combined entity would actually have
been if the merger had in fact occurred on
(c) Shell Company Transaction
See Items 9.01(a) and (b) of this Current Report on Form 8-K, which are incorporated herein by reference.
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(c) Exhibits {Legal will update
Exhibit Number Description 3.1 Certificate of Incorporation (1) 3.2 Bylaws (1) 4.1 Form of common stock certificate* 10.1 Share Exchange Agreement, datedJune 8, 2020 , by and among the Company,Elite Creation Group Limited (ECGL), and the shareholders of ECGL (2) 10.2 Lease Agreement, datedJune 28, 2018 , by and between Guangzhou NewLitchi Bay Exhibition Co. Ltd. andGuangzhou Xiao Xiang Health Industry Co., Ltd. * 10.3 Warehouse Lease Contract, effectiveApril 1, 2018 , by and betweenGuangzhou JinPengLai Property Management Co., Ltd. andGuangzhou Xiao Xiang Health Industry Co., Ltd. * 10.4 Supplementary Contract, by and betweenGuangzhou Xiao Xiang Health Industry Co., Ltd. andHeilongjiang Hengyuan Food Co., Ltd. * 10.5 Supplementary Contract, by and betweenGuangzhou Xiao Xiang Health Industry Co., Ltd. andGuangzhou JinTong Special Medical Food Co. Ltd. * 10.6 Director Retainer Agreement, datedJuly 7, 2020 , by and between the Company and Yunsi Liu* 21 List of Subsidiaries.* *Filed Herewith.
(1) Incorporated by reference to the Exhibits to the Definitive Information
Statement on Schedule 14C filed with the
onFebruary 20, 2019 . (2) Incorporated by reference to the Current Report on Form 8-K filed with theSecurities and Exchange Commission onJune 8, 2020 .
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