Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Fountain Healthy Aging, Inc.
A Nevada Corporation
Building E, Room 601,
No. 1 Huabao Fubao China Street, Futian District
Shenzhen, P.R. China 518000
_______________________________
(+86) 185-6676-1769
Website: N/A
Zhu785435437@163.com
SIC - 2095
Annual Report
For the Period Ending: December 31, 2019
(the "Reporting Period")
As of December 31, 2019, the number of shares outstanding of our Common Stock was: 34,500
As of September 30, 2019, the number of shares outstanding of our Common Stock was: 101,950,002
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☒ No: ☐
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☒ | No: ☐ |
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 9 |
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Celtic Cross Ltd.: February 25, 2004 to July 17, 2006
eSavingsStore.com, Inc.: July 17, 2006 to July 10, 2007
Immureboost, Inc.: July 10, 2007 to August 27, 2008
Fountain Healthy Aging, Inc.: August 27, 2008 to Present
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The Company was incorporated in Nevada on February 25, 2004. The Company's status with Nevada is active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On October 4, 2019, as a result of a private transaction, 100,000,000 shares of Series A Preferred Stock of the Company were transferred from Custodian Ventures, LLC to ZHU Hong, making ZHU Hong become a 99.0% holder of the outstanding voting power of the Company at the time. The consideration paid for such Series A Preferred Stock was $175,000. The source of the cash consideration was personal funds of ZHU Hong. ZHU Hong was appointed as the sole director, president, treasurer and secretary of the Company on October 4, 2019.
On October 28, 2019, the Company's Board of Directors authorized a reverse one-for-three thousand (1-for-3,000) split of the Common Stock (the "Reverse Split"). The Reverse split had no effect on the authorized Common Stock. After completion of review by FINRA, on December 31, 2019, the outstanding Common Stock decreased from 101,950,002 to 34,500 shares.
On February 1, 2021, the Company entered into a share exchange agreement (the "Exchange Agreement"), with Wei Lian Jin Meng Group Limited, a Cayman Islands company ("WLJM Cayman"), and shareholders who together own 100% of the issued and outstanding shares of WLJM Cayman. Pursuant to the terms of the Exchange Agreement, WLJM Cayman's shareholders transferred to the Company all of their shares of WLJM Cayman in exchange for the issuance of 600,000,000 shares (the "Shares") of the Company's Common Stock (the "Reverse Merger"). The Reverse Merger was accounted for as a recapitalization of the Company, whereby WLJM Cayman was the accounting acquirer. As of February 2, 2021 (the "Closing Date"), WLJM Cayman's subsidiaries included (i) Wei Lian Jin Meng (Hong Kong) Company Limited, an investment holding company formed in Hong Kong on September 6, 2019; (ii) Jin You Wei Meng (Shenzhen) Consulting Co., Ltd., an investment holding company formed in the PRC on November 24, 2020; (iii) Shenzhen Wei Lian Jin Meng Electronic Commerce Limited, a company formed in the PRC on October 17, 2017; (iv) Dongguan Dishi Coffee Limited, a company formed in the PRC on October 25, 2018; and (v) Shenzhen Nainiang Coffee Art Museum Limited, a company formed in the PRC on June 20, 2019. As a result of the Reverse Merger, the Company is now a holding company, engaged in providing products and services in the food and beverage industry, including producing and selling "coffee tea" products, which represent drinks made from a mixture of coffee and tea, black coffee products and other coffee products.
The address(es) of the issuer's principal executive office:
Building E, Room 601,
No. 1 Huabao Fubao China Street, Futian District
Shenzhen, P.R. China 518000
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 9 |
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☒ | No: ☐ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
On January 16, 2019, Custodian Ventures LLC filed an Application for Appointment of Custodian (the "Application") with the District Court in Clark County, Nevada (the "Court"). On April 1, 2019, the Court issued an Order Granting Application for the Appointment of the Custodian. On June 17, 2019, the Court entered an Order Granting Motion to Terminate Custodianship.
- Security Information
Trading symbol: | FHAI | |||
Exact title and class of securities outstanding: | Common Stock | |||
CUSIP: | 35069H205 | |||
Par or stated value: | $0.00001 | |||
Total shares authorized: | 750,000,000 | as of date: December 31, 2019 | ||
Total shares outstanding: | 34,500 | as of date: December 31, 2019 | ||
Number of shares in the Public Float2: | 34,466 | as of date: December 31, 2019 | ||
Total number of shareholders of record: | 12 | as of date: December 31, 2019 | ||
All additional class(es) of publicly traded securities (if any): None | ||||
Transfer Agent | ||||
Name: | Signature Stock Transfer, Inc. | |||
Phone: | (972) 612-4120 | |||
Email: | jason@signaturestocktransfer.com | |||
Address: 14673 Midway Road, Suite 220, Addison, TX 75001 | ||||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 3 of 9 |
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares | Opening Balance: | ||||||||
Outstanding as of | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
January 1, 2018 | Common: 101,950,002 | ||||||||
Preferred: 0 | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. | Shares | Securities | shares | the | Shares were | issuance (e.g. for | Unrestricted | or |
new | Issued (or | issued | shares | issued to | cash or debt | as of this | Registration | ||
issuance, | cancelled) | ($/per | issued | (entities must | conversion) | filing. | Type. | ||
cancellation, | share) at | at a | have individual | -OR- | |||||
shares | Issuance | discount | with voting / | Nature of | |||||
returned to | to | investment | Services | ||||||
treasury) | market | control | Provided | ||||||
price at | disclosed). | ||||||||
the time | |||||||||
of | |||||||||
issuanc | |||||||||
e? | |||||||||
(Yes/No) | |||||||||
April 24, 2019 | New | 205,000,000 | Common | $0.00001 | Yes | Custodian | Cash and | Restricted | Exemption: |
issuance | Ventures LLC | promissory note | Section | ||||||
(control person: | 4(a)(2) of | ||||||||
David Lazar) | the | ||||||||
Securities | |||||||||
Act | |||||||||
September 24, | Redemption | 105,000,000 | Common | $0.00001 | Yes | Custodian | N/A | N/A | N/A |
2019 | /Cancellatio | Ventures LLC | |||||||
n | (control person: | ||||||||
David Lazar) | |||||||||
September 24, | New | 100,000,000 | Series A | $0.00001 | Yes | Custodian | Exchange | Restricted | Exemption: |
2019 | issuance | Preferred | Ventures LLC | (100,000,000 | Section | ||||
(control person: | shares of | 4(a)(2) of | |||||||
David Lazar) | Common for | the | |||||||
Series A | Securities | ||||||||
Preferred) | Act | ||||||||
December 31, | Reverse | 517 | Common | N/A | N/A | N/A | N/A | N/A | N/A |
2019 | stock split | ||||||||
(1 for | |||||||||
3,000)* | |||||||||
Shares | Ending Balance: | ||||||||
Outstanding on | |||||||||
Common: 34,500 | |||||||||
Preferred: 100,000,000 | |||||||||
OTC Markets Group Inc. | |||||||||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 9 |
Date December 31, 2019
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
*As of December 31, 2017, the Company had 101,950,002 shares of common stock issued and outstanding. The Company effected a reverse 1-for- 3,000 stock split on December 31, 2019, resulting in 101,950,002 shares being reduced to 34,500 shares in connection with the reverse stock split.
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒
- Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP ☐ IFRS
- The financial statements for this reporting period were prepared by (name of individual)4:
Name: | Hong Zhu |
Title: | CFO |
Relationship to Issuer: | CFO |
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
- Balance Sheet;
- Statement of Income;
- Statement of Cash Flows;
- Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)
- Financial notes; and
- Audit letter, if audited
You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 9 |
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Fountain Healthy Aging Inc. published this content on 13 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 January 2022 20:10:09 UTC.