SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
FORM
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended:
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File No.
(Exact Name of registrant as specified in its charter)
(State or Other Jurisdiction of | (I.R.S. Employer |
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(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, including area code: (
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: Common Stock
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ]
Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. [X] No [ ].
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Exchange on which registered |
NONE | ---- | ---- |
Auditor Firm ID | Auditor Name | Auditor Location |
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
| Smaller reporting company |
Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliate of the registrant as of March 31, 2022 was approximately $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common Stock, $0.001 par value –
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The Annual Report of Novagant Corp.. on Form 10-K for the fiscal year ended March 31, 2022 (the “Form 10-K”), was filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2022.
This Amendment No. 2 to the Company’s Form 10-K (the “Amendment”) has solely revised an inadvertent error regarding the Series A Preferred shareholder list in the table of “Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters” under Item 12 on page 42.
Apart from expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of March 31, 2022 the number of shares of the Company’s common stock and preferred stock owned on record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s voting stock, and by each of the Company’s directors and executive officers and by all its directors and executive officers as a group.
Name of Officer/Director or Control Person | Affiliation with Company | Residential Address (City / State Only) | Number of | Share | Ownership | Note |
Wei Qun Chen | CEO and Director, |
| 500,000 | Preferred Series B | 100%, conversion rights: 1 series B share to 1,000 common shares | Voting Rights: 99% of all votes entitled to be voted |
Wei Qun Chen | CEO and Director, |
| 300,000,000 | Common | 60.77% | Merger |
HongZhen Xu | Secretary, Treasurer and Director |
| 13,900,000 | Common | 2.82% | Form 8-K, Jan 14 |
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HaiYan Zeng | Director |
| 13,600,000 | Common | 2.76% | Form 8-K, Jan 14 |
All executive officers and directors as a Group (3 persons) (1) |
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| 327,500,000 | Common | 66.35% |
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Christopher Lolachi | Former CEO | 29015 Covecrest DR Rancho Palos Verdes, CA 90275 | 200,000 | Preferred Series A | 100% | Vote at 1,000 to 1 |
(1)Applicable percentage ownership is based on 493,639,025 shares of common stock outstanding as of March 31, 2022, together with securities exercisable or convertible into shares of common stock within 60 days of March 31, 2022. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 31, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Change in Control Arrangements
As of March 31, 2022, there are no arrangements that would result in a change in control of the Company.
31.1 | Certification of Chief Executive Officer pursuant to Sec. 302 |
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32.1 | Certification of Chief Executive Officer pursuant to Sec. 906 |
SIGNATURES
Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 1, 2022 | By: | /s/ WeiQun Chen |
| Name: | WeiQun Chen |
| Title: | Director and Authorized |
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