Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
| REDTONE ASIA, INC. |
| (Exact name of registrant as specified in its charter) |
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| Nevada |
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71-098116 |
|
(State of other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
42 Mott Street
4th Floor
New York, NY 10013
(Address of Principal
Executive Offices) (Zip Code)
86-1370164788
(Registrant’s
telephone number, including area code)
Securities to be
Registered Under Section 12(b) of the Act:
None
Securities to be
Registered Under Section 12(g) of the Act:
Common Stock, Par
Value $0.0001
(Title of Class)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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Emerging growth company |
☐ |
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. ☐
REDTONE ASIA, INC.
INDEX TO FORM 10
Cautionary Note Regarding
Forward-Looking Statements
This registration statement on Form 10
contains “forward-looking statements” concerning our future results, future performance, intentions, objectives, plans, and
expectations, including, without limitation, statements regarding the plans and objectives of management for future operations, any statements
concerning our proposed services, any statements regarding future economic conditions or performance, and any statements of assumptions
underlying any of the foregoing. All forward-looking statements included in this document are made as of the date hereof and are based
on information available to us as of such date. We assume no obligation to update any forward-looking statements. In some cases, forward-looking
statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,”
“anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,”
or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements
contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove
to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. Future financial
condition and results of operations, as well as any forward-looking statements are subject to inherent risks and uncertainties, including
those discussed under “Risk Factors” and elsewhere in this Form 10.
Introductory Comment
We are filing this General Form for Registration
of Securities on Form 10 to register our common stock pursuant to Section 12(g) of the Exchange Act. Once this registration statement
is deemed effective, we will be subject to the requirements of Section 13(a) under the Exchange Act, which will require us to file annual
reports on Form 10-K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current reports on Form 8-K,
and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements
pursuant to Section 12(g) of the Exchange Act.
Throughout this Form 10, unless the context
otherwise requires, the terms “we,” “us,” “our,” the “Company,” “RTAS" and
“our Company” refer to REDTone Asia., a Nevada corporation.
RTAS is a Blank Check Company under Rule 419
of the Securities Act of 1933.
The term ‘blank check company”
means that we are a development stage company and have no specific business plan or purpose or has indicated that our business plan is
to engage in a merger or acquisition with an unidentified company, or other entity or person. A blank check company:
(i) Is a development stage company
that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and
(ii) Is issuing “penny stock,”
as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
As of this filing, RTAS has no business plan and hopes to acquire a
business in Photovoltaic solar energy, energy storage equipment and charging piles. RTAS hopes to raise sufficient capital to locate
a suitable merger candidate.
Our Company is currently listed on the Grey Market on the OTC Markets
platform. Our stock quote is not currently quoted on OTC Markets. The market for our stock is uncertain at this time. Quotations in Grey
Market securities are restricted from public viewing and only broker-dealers and professional or sophisticated investors are permitted
to view quotations in Grey Market securities. Our securities could be particularly illiquid due to being listed on this market and that
if we remain on the Grey Market it could impede a potential merger, acquisition, reverse merger or business combination pursuant to which
the company could become an operating company.
We have taken steps to be listed on a different tier of the OTC Markets.
The filing of this registration statement and continued compliance with financial reporting requirements will allow RTAS to be listed
as a Pink Current company on the OTC Markets platform. In addition, we are actively pursuing a viable merger candidate which will allow
us continued Pink Current status and file a Form 15c2-11 in the future.
The Company is not currently
organized under a Variable Interest Entity (“VIE”) however, we may decide to implement a VIE structure in the future. The
disclosed risks or events are only applicable if we decide to implement a VIE structure.
China’s Foreign Investment
Law (FIL) may prohibit direct foreign investment in Chinese operating companies moving forward.
We will continue to monitor the
changes in FIL, and RTAS may consider migrating to a VIE structure to continue receiving participation from foreign investors.
RTAS does not have a VIE structure
at this time and the following implications of operating under a VIE structure do not apply to us. However, if we decide to implement
a VIE structure moving forward, as discussed in detail below, the value of our common stock may decline or become worthless, and
the shareholder could lose their entire investment.
Our contemplated VIE structure
would consist of at least three core entities: a Chinese company with legitimate operations (referred to as contemplated the VIE); a wholly
foreign-owned enterprise established as an intermediary in China; and an offshore shell company that lists on a U.S. or other foreign
exchange.
US Courts are unlikely to enforce
the contracts and VIE contracts have not been tested in a court of law. Because the value of the offshore shell company derives from its
ability to consolidate the Chinese VIE on its financial statements, losing the VIE as a result of breached contracts (or government enforcement)
would significantly devalue shareholders’ investments. RTAS is not organized under a VIE structure, but if we do implement
one, there would be substantial legal uncertainties surrounding the related contractual arrangements.
The
Chinese government could rule that the VIE structure is against public policy, Chinese laws, and regulations. This ruling would likely
result in a material change in our contemplated operations. Furthermore, the disruption or termination of our operations could result
in the decline in the value of our stock. Our stock may become worthless, and the shareholder could lose their entire investment. See
Item 1.A Risk Factors: Risks Related to Access to Information and Regulatory Oversight.
Any
failure by our contemplated VIE or its shareholders to perform their obligations under our contractual arrangements with them would have
a material and adverse effect on our business. If our contemplated VIE or their shareholders fail to perform their respective obligations
under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements.
We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and contractual
remedies, which we cannot assure you will be sufficient or effective under PRC law.
In addition, if any third parties claim any
interest in such shareholders' equity interests in our contemplated VIE, our ability to exercise shareholders' rights or foreclose the
share pledge according to the contractual arrangements may be impaired. If these or other disputes between the shareholders of our contemplated
VIE and third parties were to impair our control over our contemplated VIE, our ability to consolidate the financial results of our contemplated
VIE would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.
RTAS does not currently use a VIE structure, but that if we do implement
one, there would be substantial legal uncertainties surrounding the related contractual arrangements. However, these risks or events are
only applicable if we decide to implement a VIE structure.
There are greater legal and operational risks associated having the
majority of our contemplated operations in China.
The Holding Foreign Companies Accountable Act (“HFCAA”)
became law in December 2020 and prohibits foreign companies from listing their securities on U.S. exchanges if the company has been unavailable
for PCAOB inspection or investigation for three consecutive years.
The HFCAA requires the SEC to identify registrants that have
retained a registered public accounting firm to issue an audit report where that registered public
accounting firm has a branch or office that:
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Is located in a foreign jurisdiction; and |
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The PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction |
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As reflected on the PCAOB's website, the PCAOB is currently unable to inspect or investigate accounting firms due to a position of the local authority in two jurisdictions: China and Hong Kong |
If a PCAOB auditor is unable to inspect the issuer's public accounting
firm for three consecutive years, the issuer's securities are banned from trade on a national exchange or through other methods. The United
States Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection
years from three years to two years. As a result, our securities could be delisted rendering our stock worthless as a result of "non-inspection"
by the PCAOB.
On December 16, 2021, the PCAOB issued a report on its determinations
that if the Board is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China
and in Hong Kong, a Special Administrative Region of the People’s Republic of China (PRC), because of positions taken by PRC authorities
in those jurisdictions, it will suspend trading of the issuer. The Board made these determinations pursuant to PCAOB Rule 6100 which
provides a framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act (HFCAA).
On December 16, 2021, the following amendments to the HCFAA were adopted
by the Securities and Exchange Commission:
Consistent with the HFCAA, the final amendments require Commission-Identified
Issuers to submit documentation to the SEC through the EDGAR system on or before its annual report due date that establishes that it is
not owned or controlled by a governmental entity in its public accounting firm’s foreign jurisdiction. The final amendments also
require a Commission-Identified Issuer that is also a “foreign issuer,” as defined in Exchange Act Rule 3b-4, to provide certain
additional specified disclosures in their annual report for itself and its consolidated foreign operating entity or entities, including
any variable-interest entity or similar structure that results in additional foreign entities being consolidated in the registrant’s
financial statements.
The required disclosures include:
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During the period covered by the form, the registered public accounting firm has prepared an audit report for the issuer; |
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The percentage of the shares of the issuer owned by governmental entities in the foreign jurisdiction in which the issuer is incorporated or otherwise organized; |
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Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the issuer; |
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The name of each official of the Chinese Communist Party who is a member of the board of directors of the issuer or the operating entity with respect to the issuer; and |
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Whether the articles of incorporation of the issuer (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter. |
The SEC will identify a registrant as a Commission-Identified Issuer
as early as possible after the registrant files its annual report and on a rolling basis. The SEC will “provisionally identify”
a registrant as a Commission-Identified Issuer on the SEC’s website at www.sec.gov/HFCAA. For 15 business days after this provisional
identification, a registrant may email the SEC if it believes it has been incorrectly identified, providing evidence supporting its claim.
After reviewing the information, the registrant will be notified whether the SEC will “conclusively identify” the registrant
as a Commission-Identified Issuer.
A Commission-Identified Issuer is a registrant identified by the SEC
as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction
and that the Public Company Accounting Oversight Board (PCAOB) is unable to inspect or investigate completely because of a position taken
by an authority in that jurisdiction (PCAOB-Identified Firm). The SEC will identify such issuers promptly after the filing of their annual
reports by evaluating whether the annual report contains an audit report signed by a PCAOB-Identified Firm. We may be subject to the HFCAA
if we are identified as a "Commission-Identified Issuer" in accordance with such HFCAA amendments.
If the registrant does not contact the SEC to dispute the provisional
identification within 15 business days, the SEC will conclusively identify the registrant as a Commission-Identified Issuer. The SEC will
publish a list on its website identifying Commission-Identified Issuers, indicating the number of years a Commission-Identified Issuer
has been published on the list, and noting whether the Commission-Identified Issuer has been subject to any prior trading prohibitions.
The HFCAA requires the SEC to prohibit the trading of the securities
of certain Commission Identified Issuers on a national securities exchange or through any other method that is within the jurisdiction
of the SEC to regulate, including through over-the-counter trading. As a result, the SEC will impose an initial trading prohibition on
a registrant as soon as practicable after it is conclusively identified as a Commission-Identified Issuer for three consecutive years.
If the SEC ends the initial trading prohibition and, thereafter, the
registrant is again determined to be a Commission-Identified Issuer, the SEC will impose a subsequent trading prohibition on the registrant
for a minimum of five years. To end an initial or subsequent trading prohibition, a Commission-Identified Issuer must certify that it
has retained or will retain a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate. To
make that certification, the Commission-Identified Issuer must file financial statements that include an audit report signed by such a
registered public accounting firm.
We are not currently subject to the determination announced by the
PCAOB on December 16, 2021 since our auditor is located in the United States.
We will be subject to differing and sometimes conflicting laws and
regulations in the various China jurisdictions if and when we implement our contemplated business plan. As the carbon neutrality and air
purification is still at a relatively early stage of development, new laws and regulations may be adopted from time to time to address
new issues that come to the authorities' attention. In addition, considerable uncertainties still exist with respect to the interpretation
and implementation of existing laws and regulations governing our contemplated business activities. A large number of proposals are before
various national, regional, and local legislative bodies and regulatory entities regarding issues related to our industry or our business
model. As we implement our business plan and expand into new cities or countries or as we add new products and services to our platform,
we may become subject to additional laws and regulations that we are not subject to now. Existing or new laws and regulations could expose
us to substantial liability, including significant expenses necessary to comply with such laws and regulations, and could dampen our growth,
which could adversely affect our business and results of operations.
The Chinese government could rule that the structure is against public
policy and this ruling would likely result in a material change in our contemplated operations. Furthermore, the value of our common stock
may decline or become worthless, and the shareholder could lose their entire investment.
If we implement the VIE structure, our contemplated
VIE will hold certain assets that may be critical to the operation of our business. If the shareholders of our contemplated VIEs breach
the contractual arrangements and voluntarily liquidate our contemplated VIEs, or if our contemplated VIEs declare bankruptcy and all or
part of its assets become subject to liens or rights of third-party creditors or are otherwise disposed of without our consent, we may
be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition
and results of operations. In addition, if any of our contemplated VIEs undergoes an involuntary liquidation proceeding, third-party creditors
may claim rights to some or all of its assets, thereby hindering our ability to operate our business, which could materially or adversely
affect our business, financial condition and results of operations. See Item 1.A Risk Factors: Risks Related to the Company’s Organizational
Structure.
Recent statements and regulatory actions by the Chinese government
have addressed the issue of anti-monopoly concerns. Where a business operator’s abuse of intellectual property rights to exclude
or restrict competition constitutes a monopoly agreement, the anti-monopoly law enforcement agency shall order it to stop the illegal
activity, confiscate the illegal income, and impose fines. Upon execution of our business plan through a merger with an operating company,
RTAS will be subject to anti-monopoly laws and, if found in violation, our stock price could decline or become worthless.
It will be difficult for investors to assert claims against China-based
issuers, including their officers, directors, and agents and it may be challenging for investors to pursue their claims in U.S. courts.
Even if an investor secures a judgment, the investor may still be unable to enforce it in China.
In addition, the assertion of new regulation by the Chinese government
could our ability to continue to offer securities to foreign investors and hinder our ability to execute of our business merger plan.
China may be subject to considerable degrees of economic, political
and social instability. Investments in securities of Chinese issuers involve risks that are specific to China, including regulatory, liquidity
and enforcement risks.
Regulatory cycles are not uncommon in China. Policy and regulatory
scrutiny should be seen as ongoing risks when it comes to investing in China. The revised Chinese regulations have not ruled on for our
industry. We are not currently engaged in a VIE structure, however that could change moving forward.
We will subject to differing and sometimes
conflicting laws and regulations in the various China jurisdictions if, and when, we merge with a Photovoltaic solar energy. In addition,
considerable uncertainties still exist with respect to the interpretation and implementation of existing laws and regulations governing
business activities in China. If, and when, we merge with a Photovoltaic solar energy company we may expand into new cities or countries
or and add new products and services, we may become subject to additional laws and regulations that we are not subject to now. Existing
or new laws and regulations could expose us to substantial liability, including significant expenses necessary to comply with such laws
and regulations, and could dampen our growth, which could adversely affect our business and results of future operations. See Item 1.A
Risk Factors: Our Business is Subject to Numerous Legal and Regulatory Risks that Could Have an Adverse Impact on Our Contemplated Business.
China’s legal system is substantially
different from the legal system in the United States and may raise risks and uncertainties concerning the intent, effect, and enforcement
of its laws, rules, and regulations, including those that restrict the inflow and outflow of foreign capital or provide the Chinese government
with significant authority to exert influence on a China-based Issuer’s ability to conduct business or raise capital. This lack
of certainty may result in the inconsistent and unpredictable interpretation and enforcement of laws, rules, and regulations, which may
change quickly. China-based Issuers face risks related to evolving laws and regulations, which could impede our ability to obtain or maintain
permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities may
impose material sanctions or penalties on the company. Such actions could significantly limit or completely hinder our ability to offer
or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. See Item
1.A Risk Factors: Risks Related to the Regulatory Environment.
Our contemplated
operations are governed by the China Securities Regulatory Commission (“CSRC”) and Cyber Administration of China (“CAC”).
CAC oversees data security and recently revised its laws to include
operators that possess personal information for over one million individuals would be subject to cybersecurity when listing of foreign
exchanges. Personal information is defined in Article 76(5) of Cybersecurity Law as various information which is recorded in electronic
or any other form and used alone or in combination with other information to recognize the identity of a natural person, including but
not limited to name, date of birth, ID number, personal biological identification information, address and telephone number of natural
persons.
As we have not implemented a business plan, RTAS does not meet the
criteria to trigger the CAC revised rule. However, we anticipate that, upon executing a business combination by merging with an existing
entity, we will be subject to CAC rules and regulations. Our operations could be suspended if the CAC finds we are in violation of data
security laws. See Item 1.A Risk Factors: Greater Chinese Regulatory Oversight May Impact our Contemplated
Business.
The CRSC oversees China's nationwide centralized securities supervisory
system, with the power to regulate and supervise securities issuers, as well as to investigate, and impose penalties for illegal activities
related to securities and futures. China based companies listed on the OTC Markets may be required to request approval from CSRC to continue
listing on this market. As of this time, our current quotation on OTC Markets is permissible without such approval.
CSRC is responsible for the examination and approval, as well as supervision
and administration of foreign-invested securities companies. Our Company is not currently required to submit information to the CSRC,
however RTAS may be required to comply with CSRC regulation in the future. As such, we may be required to submit information about our
contemplated business to CRSC for approval and would be subject to continued compliance. If we become noncompliant with CRSC rules, our
business operations could be suspended. In addition, the CRSC could deny us permission as an issuer to foreign investors if it is ruled
that VIE’s are illegal.
As of this time, we are not required to submit and have not submitted
information to CSRC that is required to list on OTC Markets but will comply with the request in the future.
Moving forward, RTAS may be subject to CRSC rules and regulations and
has not received approval at this time. As such, we will be required to submit information about our future contemplated business to CRSC
for approval and will be subject to continued compliance. In addition, if we decide to implement a VIE structure, the CRSC could deny
us permission as an issuer to foreign investors if it is ruled that VIE’s are illegal. The value of our stock could decline or become
worthless and RTAS could be delisted as a result of not complying with CRSC rules.
Under the PRC Anti-monopoly Law, merger & acquisitions that meet
certain turnover thresholds must notify the State Administration for Market Regulation (SAMR) for merger control clearance and may not
be implemented without SAMR’s approval.
RTAS plans to merge with, or acquire, a target company to commence
its business operations. If our target business meets the threshold for review by SAMR, we will be required to submit an application for
approval.
The SAMR utilizes a substantive test for merger review. The substantive
test takes into consideration the:
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Market shares and market control power of the business operators concerned |
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Concentration levels of relevant markets |
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Impact of the concentration on market entry, technological development, consumers and other relevant operators |
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Impact of the concentration on national economic development |
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Foreign investment |
As of this time, RTAS is not required to submit an application to SAMR
as we have not identified a merger or acquisition candidate. However, if we locate a suitable merger or acquisition candidate, we may
be required to submit an approval request to SAMR. IF SAMR denies our application, we could face monetary penalties or delisting of our
securities. Such actions would significantly limit or completely hinder our ability to offer, or continue to offer, securities to investors
and cause the value of such securities to significantly decline or be worthless.
RTAS plans to conduct operations in China and may acquire Chinese companies
as subsidiaries to carry out its future plan of business. Daily operations in PRC may include purchase of raw materials, manufacturing,
selling, hiring labor forces, and R&D. Cash associated with these activities will circulate in PRC in the form of local currency.
Activities such as raising capitals to support PRC operations, hiring US employees, paying for working capital, and paying out dividends
will involve cross-border payments.
Cross-border payments must comply
with the relevant regulation of the China State Administration of Foreign Exchange (SAFE). PRC adopts a partial foreign exchange administration.
Foreign currency is forbidden to circulate within the territory. It allows exchange and payment on current accounts such as trading while
implementing certain controls on capital accounts such as investment. Shanghai Free-Trade Zone even implements a more relaxed policy.
Payrolls and working capitals
are on current accounts. Investment and dividends payment will be on capital accounts. We may face obstacles even if transactions are
legal and reasonable after proper registration. So far, RTAS has not established a VIE nor has determined the corporate structure. However,
RTAS might also set up a structure to fully utilize the more relaxed policy in Free-Trade Zone to minimize the restrictions. There have
been no transfers, dividends, or distributions as of this date.
In compliance with US laws, PRC
laws and regulations, RTAS may implement a VIE and will be required to work out financial plans to establish cash flow to the parent company,
subsidiaries and VIE regarding daily operation and dividends pay out.
However, we could be restricted
by PRC laws. There is no guarantee that cash will be distributed from businesses, including contemplated subsidiaries and/or consolidated
VIEs, to the parent company. There is also no guarantee we will have the ability to settle amounts owed under the contemplated VIE agreements.
If we merge or acquire a company located in China we will subject to
extensive national, provincial, and local governmental regulations, policies and controls. Central governmental authorities and provincial
and local authorities and agencies regulate many aspects of Chinese industries, including without limitation, among others and in addition
to specific industry-related regulations, the following aspects:
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banking regulations |
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environmental protection laws and regulations; |
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security laws and regulations; |
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establishment of or changes in shareholder of foreign investment enterprises; |
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foreign exchange; |
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taxes, duties and fees; |
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cyber security and information protection laws and regulations |
The liabilities, costs, obligations, and requirements associated with
these laws and regulations may be material, may delay the commencement of operations. Failure to comply with the relevant laws and regulations
in our contemplated operations may result in various penalties, and thus adversely and materially affect our business, prospects, and
financial condition. While we plan to comply with the relevant laws and regulations in the development and operation of our contemplated
business combination, we may incur additional costs in order to fulfill such requirements, and we cannot assure you that we have complied
with or will comply with the requirements of all relevant laws and regulations. Additionally, there can be no assurance that the relevant
government agencies will not change such laws or regulations or impose additional or more stringent laws or regulations. We cannot assure
you that we will comply with the requirements of all new laws and regulations. Compliance with such laws or regulations may require us
to incur material capital expenditures or other obligations or liabilities.
Furthermore, if future legislations mandate further actions to be taken
by companies, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. If we fail
to take appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, our current corporate
structure, corporate governance and business operations could be materially and adversely affected.
In summary, RTAS has no business operations and does not currently
have a VIE structure in place. We have no intentions on implementing a VIE structure at this time, however, additional regulations by
the Chinese government may necessitate our company moving to a VIE structure. Any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.
CSRC, CAC, SAMR, PRC and other governmental agencies may be required
to approve our contemplated VIE’s operations, if implemented. At this time, we are not required to receive permission or approvals
from these agencies. If we implement a VIE structure, we could be required to receive approval from Chinese government agencies and if
we are denied permission, or become noncompliant our company could be fined, and our securities could be suspended or delisted. Applicable
laws, regulations, and interpretations change, and we may be required to obtain such permissions or approvals in the future. As of this
time, RTAS has not received permissions or approvals from CSRC, CAC, SAMR, PRC or any other governmental agencies.
Risks and uncertainties regarding the enforcement of laws and that
rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or
influence our operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in our operations and/or the value of our securities.
(a) Business Development
The Company was organized under the laws of the State of Nevada on
January 5, 2005, under the name File4ward Software, Inc. The Company changed its name to RNS Software, Inc. on March 16, 2005. The Company
was a development stage company in the
business of developing and marketing a search engine optimization software.
Business operations for REDtone Asia, Inc. and its subsidiaries were
abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2019. The Company
filed its last 10Q in 2016, this financial report included liabilities and debts. As of the date of this filing, these liabilities and
debts have been addressed and the legal opinion for debt write off is attached as an Exhibit.
On April 23, 2019, the Eighth
District Court of Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning
board of directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (“SCC”,
the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts,
issue stock, and authorize new classes of stock. Rhonda Keaveney is the control person for Small Cap Compliance, LLC.
The court awarded custodianship to SCC based on the absence of a functioning
board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Michael Dobbs was appointed
sole officer and director.
The Company was severely delinquent in filing annual reports for the
Company’s charter. The last quarterly report was filed on July 31, 2016 on Form 10-Q. In addition, the company was subject to Exchange
Act reporting requirements including filing 10Q’s and 10Ks. The Company was out of compliance with Exchange Act reporting. SCC attempted
to contact the Company’s officers and directors through letters, emails, and phone calls, with no success.
SCC was a shareholder in the Company and applied to the Court for an
Order appointing SCC as the Custodian. This application was for the purpose of reinstating RTAS’s corporate charter to do business
and restoring value to the Company for the benefit of the stockholders.
SCC performed the following actions in its capacity as custodian:
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Funded any expenses of the company including paying off outstanding liabilities |
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Brought the Company back into compliance with the Nevada Secretary of State, resident agent, transfer agent |
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Appointed officers and directors and held a shareholders meeting |
The Custodian paid the following expenses
on behalf of the company:
Nevada Secretary of State for reinstatement of the Company, $4,160
Amended and Restated Articles of Incorporation for the Company, $175
Shareholders Meeting $500
Upon appointment as the Custodian of RTAS
and under its duties stipulated by the Nevada court, SCC took initiative to organize the business of the issuer. As Custodian, the duties
were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary
of State. SCC also had authority to enter into contracts and find a suitable merger candidate. SCC was compensated for its role as custodian
in the amount of $30,000. SCC did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship
was discharged on August 14, 2019.
On May 22, 2019, SCC entered into a Convertible
Note with Bridgeview Capital Partners, LLC, whereby Bridgeview Capital Partners LLC paid SCC $30,000 for custodian services and payment
of company debt and 1,700,000 shares of Convertible Series A Preferred Stock. These shares represent the controlling block of stock. Michael
Dobbs and Sean Larson are control persons for Bridgeview Capital Partners, LLC.
In November 2021, Bridgeview Capital Partners,
LLC entered into a Stock Purchas Agreement with Yang Chong Yi whereby Yang Chong Yi purchased 500,000 shares of Convertible Series A Preferred
Stock for $90,000. Michael Dobbs resigned as sole officer and director and appointed Yang Chong Yi as its CEO, Treasurer, Secretary, and
Director of the Company.
(b) Business of Issuer
Since 2019, the Company’s operations consist of a search for
a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction;
however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does
not expect to have significant operations and plans to acquire a business in Photovoltaic solar energy, energy storage equipment
and charging piles. At this time, the Company has no arrangements or understandings with respect to any potential merger, acquisition,
reverse merger or business combination candidate pursuant to which the Company may become an operating company.
Opportunities may come to the Company’s attention from various
sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private
equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans,
understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While
it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations
or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation
to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities
(including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently
unable to predict the cost of utilizing such services.
The Company has restricted its search to the
business of Photovoltaic solar energy, energy storage equipment and charging piles. In evaluating a potential transaction, the
Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single
factor.
It is not possible at this time to predict the nature of a transaction
in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of
the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a
particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license,
purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally,
the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing
such structure may require the merger, consolidation, or reorganization of the Company with other business organizations and there is
no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control
of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction,
some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following
the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the
transaction, the nature and magnitude of which cannot be predicted.
The Company may also be subject to increased US
and China governmental regulations following a transaction; however, it is not possible at this time to predict the nature or magnitude
of such increased regulation, if any.
The Company expects to continue to incur moderate
losses each quarter until a transaction considered appropriate by management is effectuate.
At present financial revenue has not yet been realized. The Company
hopes to raise capital in order to fund the acquisitions.
All statements involving our business plan are forward looking statements
and have not been implemented as of this filing.
The
Company is moving in a new direction, statements made relating to our contemplated business combination are forward looking statements
and we have no history of performance. Current management does not have any experience in acquisition of companies but is actively
looking for a suitable person to incorporate into the management team.
The analysis will be undertaken by or under
the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts
to analyze potential merger candidates, we intend to consider the following factors:
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Potential for growth, indicated by anticipated market expansion or new technology; |
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Competitive position as compared to other businesses of similar size and experience within our contemplated segment as well as within the industry as a whole; |
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Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance and other required items; |
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Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources; |
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The extent to which the business opportunity can be advanced in our contemplated marketplace; and |
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Other relevant factors |
In applying the foregoing criteria, management
will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available
data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity
to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities
for identifying and completing our contemplated business plan to merge with a company operating in the Photovoltaic solar energy industry.
We are unable to predict when we will, if
ever, identify and implement a business plan. We anticipate that a proposed merger candidate would be made available to us through personal
contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of
the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or
to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
We expect that our due diligence will encompass,
among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well
as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either
by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash
payments for services or expenses related to any analysis.
We may incur time and costs required to select
and evaluate our business structure and complete a merger, which cannot presently be determined with any degree of certainty. Any costs
incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a
loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related
expenses. We have no present arrangements for any of these types of fees.
We anticipate that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs
may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs
incurred.
As of the time of this filing, the Company
has not implemented a business combination. Our plan is to implement a business combination by merging with, or acquiring, an operating
entity that offers opportunities in the Photovoltaic solar energy industry,
energy storage equipment and charging piles. We are actively looking for a suitable merger candidate and evaluating potential target companies
that align with our business needs. This will require review of financials, products and management of the merger candidate. We anticipate
the review process could take up to 30 days after a viable candidate is located.
Competition
REDTone Asia, Inc. is in direct competition
with many other entities in its efforts to locate a suitable merger candidate. Included in the competition are business development companies,
special purpose acquisition companies (“SPACs”), venture capital firms, small business investment companies, venture capital
affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private individual
investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which REDTone Asia,
Inc. could consider. Many of these competing entities also possess significantly greater experience and contacts than REDTone Asia, Inc.’s
management. Moreover, the Company also competes with numerous other companies similar to it for such opportunities.
Effect of Existing or Probable Governmental
Regulations on the Business
Upon effectiveness of this Form 10, we will
be subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent
accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1)
requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality
of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible
conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation
and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods;
and (5) establishes a federal crime of securities fraud, among other provisions.
We will also be subject to Section 14(a) of
the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with
the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders
at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information
outlined in Schedules 14A or 14C of Regulation 14A. Preliminary copies of this information must be submitted to the SEC at least 10 days
prior to the date that definitive copies of this information are provided to our stockholders.
Employees
As of this filing, we had one officer and
director. We anticipate that we will begin to fill out our management team as and when we raise capital to begin implementing our business
plan. In the interim, we will utilize independent consultants to assist with accounting and administrative matters. We currently have
no employment agreements and believe our consulting relationships are satisfactory. We plan to continue to hire independent consultants
from time to time on an as-needed basis.
Risks Relating to Our Business
Our
contemplated business plan involves a number of very significant risks. Our future business operating results and financial condition
could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due
to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.
Our officers and directors
reside outside the United States, investors may have limited legal recourse against them including difficulties in enforcing judgments
made against them by U.S. courts. There is neither treaty nor any reciprocal arrangement between China and the United States regarding
recognition or enforcement of civil judgments.
Recent statements by the Chinese government indicate an intent to exert
more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. Such actions could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
RTAS may implement a VIE structure in the future if our operations
are located in China. If the PRC government determines that the contractual arrangements constituting part of our VIE structure does not
comply with PRC regulations, or if these regulations change or are interpreted differently in the future, our shares may decline in value
or be worthless if we are unable to assert our contractual control rights over the assets of our PRC subsidiaries that may conduct all
or substantially all of our contemplated future operations.
We are not currently required to comply with regulations and policies
of the CAC because we have not commenced a business in China.
CAC regulates the collection of personal information, which is recorded
electronically, or in any other form, to recognize the identity of a natural person. In light of greater oversight regarding the collection
of personal information we will be subject to cybersecurity review upon execution of our contemplated business plan.
Our potential business plan, electric vehicle manufacturing, will have
operations in China and will be subject to cybersecurity review. We face uncertainties as to whether such clearance can be timely obtained,
or at all, and we may incur additional time delays to complete any anticipated acquisitions.
In light of
greater oversight by CAC for companies seeking to list on a foreign exchange, target business combinations could be impacted. If CAC
determines our target business does not meet its requirements, our ability to implement our business plan will be greatly affected.
If CAC determines that we have violated any portion of PRC laws and
regulation, our ability to obtain or maintain permits or licenses required to conduct business in China may be affected. In the absence
of required permits or licenses, governmental authorities may impose material sanctions or penalties on the company. Such actions could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our
securities to significantly decline or be worthless.
Our Auditor is U.S based, registered with the PCAOB, and is subject
to PCAOB inspections
The Holding Foreign Companies Accountable Act (“HFCAA”)
became law in December 2020 and prohibits foreign companies from listing their securities on U.S. exchanges if the auditor has been unavailable
for PCAOB inspection or investigation for three consecutive years.
The HFCAA requires the SEC to identify registrants that have retained
a registered public accounting firm to issue an audit report where that registered public accounting firm has a branch or
office that:
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Is located in a foreign jurisdiction; and |
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The PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction |
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As reflected on the PCAOB's website, the
PCAOB is currently unable to inspect or investigate accounting firms due to a position of the local authority in two jurisdictions: China
and Hong Kong |
If the PCAOB is unable to inspect the issuer's public accounting firm
for three consecutive years, the issuer's securities are banned from trade on a national exchange or through other methods. The United
States Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection
years from three years to two years.
There are material risks to the issuer and its investors if it is determined
that the PCAOB is unable to inspect our auditor because of a position taken by an authority in a foreign jurisdiction. The inability to
thoroughly inspect or investigate our auditor may cause trading in our securities to be prohibited and an exchange may determine to delist
our securities. As a result, our securities could be delisted rendering
our stock worthless.
BF Borgers CPA PC, PCAOB ID 5041, is our current auditor, located in
the United States, and their offices and the PCAOB has the ability to inspect their offices.
We are a blank check company
REDtone, Inc. is a Blank Check Company as defined by Securities Act
Rule 419(a)(2):
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of this section, the term “blank check company” shall mean a company that: |
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(i) Is a development stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or acquisition with
an unidentified company or companies, or other entity or person; and |
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(ii) Is issuing “penny stock,” as defined in Rule 3a51-1 (17 CFR 240.3a51-1) under the Securities Exchange
Act of 1934 (“Exchange Act”). |
As of this filing, RTAS has no business plan
and hopes to acquire a business in Photovoltaic solar energy, energy storage equipment and charging piles. RTAS hopes to raise
sufficient capital to locate a suitable merger candidate.
The PRC Anti-monopoly Law Requires
Approval for Merger & Acquisition
Under the PRC Anti-monopoly Law, merger & acquisitions that meet
certain turnover thresholds must notify the State Administration for Market Regulation (“SAMR”) for merger control clearance
and may not be implemented without SAMR’s approval.
RTAS may merge with, or acquire, a target company to commence its business
operations. If our target business meets the threshold for review by SAMR, Ministry of Commerce (“MOFCOM”), and other national
security laws. We will be required to submit applications for review to these regulatory agencies.
The SAMR utilizes a substantive test for merger
review. The substantive test takes into consideration the:
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Market shares and market control power of the business operators concerned |
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Concentration levels of relevant markets |
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Impact of the concentration on market entry, technological development, consumers and other relevant operators |
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Impact of the concentration on national economic development |
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Foreign investment |
If the merger or acquisition does not meet the SAMR criteria, our application
will be denied.
Such action could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.
MOFCOM requires the disclosure of the control persons, defined as any
natural person, enterprise, government authority, or international organization that ultimately exercises control over a foreign investment
enterprise directly or indirectly through equity interests, contract, trust, or any other means. China has escalated the national security
review system (“NSR”) as requested by the MOFCOM. China expanded the scope of its national security review to capture transactions
between two foreign parties involving a Chinese company or Chinese interests in conjunctions with PRC Foreign Investment Law and its implementation
regulations.
In addition to the NSR system,
MOFCOM promulgated the Provisions on the Unreliable Entity List (UEL), under which foreign individuals and entities who are on the UEL
may be restricted or prohibited from investing in China. RTAS is not on the list of as this time and the list is constantly changing.
Actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder
our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be
worthless.
Our business is subject to conflicting
laws and regulations in China
We are subject to differing and sometimes conflicting laws and regulations
in the various China jurisdictions where we provide our services. New laws and regulations may be adopted from time to time to address
new issues that come to the authorities' attention. In addition, considerable uncertainties still exist with respect to the interpretation
and implementation of existing laws and regulations governing our contemplated business activities. A large number of proposals are before
various national, regional, and local legislative bodies and regulatory entities regarding issues related to our industry or our business
model. If we merge with a Photovoltaic solar energy business and implement a business plan we may expand into new cities or countries
or add new products and services to our platform. We may become subject to additional laws and regulations that we are not subject to
now. Existing or new laws and regulations could expose us to substantial liability, including significant expenses necessary to comply
with such laws and regulations, and could dampen our growth, which could adversely affect our business and results of operations. Such
action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless.
Risks related to PRC Securities Law
that prevent access to information and regulatory oversight of U.S. authorities
PRC Securities Law state that no overseas securities regulator can
directly conduct investigations or evidence collection activities within the PRC and no entity or individual in China may provide documents
and information relating to securities business activities to overseas regulators without Chinese government approval. The SEC, U.S. Department
of Justice, and other U.S. authorities face substantial challenges in bringing and enforcing actions against China-based Issuers and their
officers and directors. As a result, investors in China-based Issuers may not benefit from a regulatory environment that fosters effective
enforcement of U.S. federal securities laws.
Risks related to China’s evolving
regulatory environment
China’s legal system is substantially different from the legal
system in the United States and may raise risks and uncertainties concerning the intent, effect, and enforcement of its laws, rules, and
regulations, including those that restrict the inflow and outflow of foreign capital or provide the Chinese government with significant
authority to exert influence on a China-based Issuer’s ability to conduct business or raise capital. This lack of certainty may
result in the inconsistent and unpredictable interpretation and enforcement of laws, rules, and regulations, which may change quickly.
China-based Issuers face risks related to evolving laws and regulations, which could impede their ability to obtain or maintain permits
or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities may impose
material sanctions or penalties on the company. The Chinese government may intervene or influence our operations at any time, which could
result in a material change in our operations and/or the value of our common stock. Such actions could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.
Legal limitations on shareholder rights
and recourse for legal claims
Legal claims, including federal securities law claims, against China-based
Issuers may be difficult or impossible for investors to pursue in U.S. courts. Even if an investor obtains a judgment in a U.S. court,
the investor may be unable to enforce such judgment, particularly in the case of a China-based Issuer, where the related assets or persons
are typically located outside of the United States and in jurisdictions that may not recognize or enforce U.S. judgments. If an investor
is unable to bring a U.S. claim or collect on a U.S. judgment, the investor may have to rely on legal claims and remedies available in
China or other overseas jurisdictions where the China-based Issuer may maintain assets. The claims and remedies available in these jurisdictions
are often significantly different from those available in the United States.
Resale limitations of Rule 144(i) on your shares
According to the Rule 144(i), Rule 144 is not available for the resale
of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144
is not available to securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting
shell company. Rule 144(i)(1)(ii) prohibits shareholders from utilizing Rule 144 to sell their shares in a company that at any time in
its existence was a shell company. However, according to Rule 144(i)(2), an issuer can “cure” its shell status.
To “cure” a company’s current or former shell company
status, the conditions of Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to
be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the
company is a shell company or thereafter may be restricted even after the expiration of the one-year period since it filed its Form 10
information if the company is not current on all of its periodic reports required to be filed within the SEC during the 12 months before
the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10K for the preceding 12 months and since the filing
of the Form 10, or Rule 144 is not available for the resale of securities.
There is no guarantee that we will have
business operations or that these operations will be profitable, we have extremely limited assets, have incurred operating losses, and
have no current source of revenue
We have had minimal assets and no operations. We do not expect to generate
revenues until we begin to implement a business plan by merging with a Photovoltaic solar energy company. However, we can provide no assurance
that we will produce any material revenues for our stockholders, or that our business will become operational or become profitable.
We will, likely, sustain operating expenses
without corresponding revenues, at least until the consummation of a business plan. This may result in our incurring a net operating loss
that will increase unless we consummate a business plan with a profitable business. We cannot assure you that we can identify a suitable
business combination, or that any such business will be profitable at the time of its acquisition by the Company or ever.
Our auditors have deemed our Company
as a going concern and capital resources may not be sufficient to fund our anticipated future operating needs
We have historically generated negative cash
flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors
have included an explanatory paragraph in their report on our financial statements for the fiscal years ended April 30, 2022, and 2021
expressing doubt regarding our ability to continue as a going concern. We currently no cash available, which will not be sufficient to
fund our anticipated future operating needs. The Company will need to raise substantial sums to implement a business plan. There can be
no assurance that the Company will be successful in raising funds. To the extent that the Company is unable to raise funds, we will be
required to reduce our planned operations or cease any operations.
Environmental
laws compliance
As of this filing, we are not subject to environmental
laws.
We may not be able to obtain China’s
regulatory approvals for future business products
Our contemplated business will be subject to China laws and regulations
if we merge with a Chinese company or carry out a business plan in China. The Company believes acquisition of already accredited private
corporations will mitigate some of this risk.
We face a number of risks associated
with a future contemplated business plan, including the possibility that we may incur substantial debt or convertible debt, which could
adversely affect our financial condition
We intend to use reasonable efforts to locate
a merger candidate. We have no operations at this time so our expenses are likely to increase, and it is possible that we may incur substantial
debt or convertible debt in order to complete a merger, which can adversely affect our financial condition. Incurring a substantial amount
of debt or convertible debt may require us to use a significant portion of our cash flow to pay principal and interest on the debt, which
will reduce the amount available to fund working capital, capital expenditures, and other general purposes. Our indebtedness may negatively
impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact
the terms, conditions, and restrictions contained in possible future debt agreements, including the addition of more restrictive covenants;
impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future
debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness
and place us at a disadvantage compared to similar companies in our industry that have less debt.
Our future success is highly dependent
on the ability of management to locate and attract suitable business opportunities
At this time, we have no operations and future
implementation of a business plan is highly speculative, there is a consequent risk of loss of an investment in the Company. The success
of our plan of operations will depend to a great extent on the operations, financial condition and management of future business and internal
development. While management intends to seek businesses opportunities with entities having established operating histories, we cannot
provide any assurance that we will be successful in locating opportunities meeting that criterion. In the event we complete a business
plan, the success of our operations will be dependent upon management, its financial position and numerous other factors beyond our control.
There can be no assurance that we will
successfully consummate identify and evaluate suitable business opportunities
We can give no assurance that we will successfully
identify and evaluate suitable business opportunities or that we will successfully implement a business plan. We cannot guarantee that
we will be able to negotiate contracts on favorable terms. No assurances can be given that we will successfully identify and evaluate
suitable business opportunities, that we will conclude a business plan or that we will be able to develop a successful business. Our management
and affiliates will play an integral role in establishing the terms for any future business.
We will incur increased costs as a result
of becoming a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability.
Following the effectiveness of this Form 10,
we will be an SEC reporting company. The Company currently has no business and no revenue. However, the rules and regulations under the
Exchange Act require a public company to provide periodic reports with interactive data files which will require the Company to engage
legal, accounting and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the
Company is likely to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition,
the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance
practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company,
we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure
controls and procedures and regularly evaluate those controls and process.
The additional costs we will incur in connection
with becoming a reporting company will serve to further stretch our limited capital resources. The expenses incurred for filing periodic
reports and implementing disclosure controls and procedures may be as high as $70,000 USD annually. In other words, due to our limited
resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply
with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting
and filing obligations with the SEC as they come due.
The time and cost of preparing a private
company to become a public reporting company may preclude us from entering into an acquisition or merger with the most attractive private
companies and others
From time to time the Company may come across
target merger companies. These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections
13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including
certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
A business opportunity may result in
a change of control and a change of management
In conjunction with completion of a merger, it is anticipated that
we may issue an amount of our authorized but unissued common or preferred stock which represents the majority of the voting power and
equity of our capital stock, which would result in stockholders of a target company obtaining a controlling interest in us. As a condition
of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as
to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers
and directors and a corresponding reduction in or elimination of their participation in any future affairs.
We depend on our officers and the loss of their services would
have an adverse effect on our contemplated business
We have officers and directors of the Company that are critical to
our chances for success in executing a business combination and merger acquisition. We are dependent on their services to operate our
business and the loss of these persons, or any of them would have an adverse impact on our future operations until such time as he or
she could be replaced, if he could be replaced. We do not have employment contracts or employment agreements with our officers, and we
do not carry key man life insurance on their lives.
Our ability to use our net operating loss carry-forwards and
certain other tax attributes may be limited
We have incurred losses during our history. To the extent that we continue
to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire.
Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,”
generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability
to use its pre-change net operating loss carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to
offset its post-change income may be limited. We may experience ownership changes in the future because of subsequent shifts in our stock
ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S.
federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition,
at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently
increase state taxes owed.
Our ability to hire and retain key personnel
will be an important factor in the success of our contemplated business and a failure to hire and retain key personnel may result in our
inability to manage and implement a merger and subsequent business plan
We may not be able to attract and retain the
necessary qualified personnel to manage our business. If we are unable to retain or to hire qualified personnel as required, we may not
be able to adequately manage and implement a business plan.
Legal disputes could have an impact on the Company
We plan to engage in business matters that are common to the business
world that can result in disputations of a legal nature. In the event the Company is ever sued or finds it necessary to bring suit
against others, there is the potential that the results of any such litigation could have an adverse impact on the Company.
Our common stock is listed on the OTC MARKETS. An investment
in our common stock is risky and there can be no assurance that the price for our stock will not decrease substantially in the future
Our common stock is not currently trading on any exchange. RTAS is
listed on OTC Markets under the Grey Market tier, meaning there are no available stock price quotes, and you may not buy our stock in
the open market. In the past, the market for our stock has been volatile and has been characterized by large swings in the trading price
that do not appear to be directly related to our business or financial condition. As a result, an investment in our common stock is risky
and there can be no assurance that the price for our stock will not decrease substantially in the future.
Our stock trades below $5.00 per share and is subject to special
sales practice requirements that could have an adverse impact on any trading market that may develop for our stock
If our stock trades below $5.00 per share and is subject to special
sales practice requirements applicable to "penny stocks" which are imposed on broker-dealers who sell low-priced securities
of this type. These rules may be anticipated to affect the ability of broker-dealers to sell our stock, which may in turn be anticipated
to have an adverse impact on the market price for our stock if and when an active trading market should develop.
Our officers, directors and principal stockholders own a large
percentage of our issued and outstanding shares and other stockholders have little or no ability to elect directors or influence corporate
matters
As of October 31, 2021, our officers, directors, and principal stockholders
were deemed to be the beneficial owners of approximately 87.94% of our issued and outstanding shares of common stock after conversion
and 100% of our Preferred A shares. As a result, such persons can determine the outcome of any actions taken by us that require stockholder
approval. For example, they will be able to elect all of our directors and control the policies and practices of the Company.
Risks Related to Our Shareholders and Shares
of Common Stock
There is presently no public market
for our securities and rule 144 is not currently available
Our common stock is not currently trading
on any exchange, and a robust and active trading market may never develop. Because of our current status as a “shell company,”
Rule 144 is not currently available. Future sales of our common stock by existing stockholders pursuant to an effective registration statement
or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides to sell some,
or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions.
Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not
provide the true market price of our common stock.
Our stock is not traded, so you may
be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares
Even if our stock becomes trading, it is likely
that our common stock will be thinly traded, meaning that the number of persons interested in purchasing our common shares at or near
bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including
the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others
in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend
to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares
until such time as we became more seasoned and viable.
Consequently, there may be periods of several
days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady
volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any
assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading
levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid
prices or at all if you need money or otherwise desire to liquidate your shares.
Our common stock is be considered a
“penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell
A common stock is a “penny stock”
if it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on
a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Capital Market, or even if so, has a price less than
$5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5
million.
The principal result or effect of being designated
a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny
stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers
dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s
account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information
concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth
the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement
from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment
objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell
their shares to third parties or to otherwise dispose of them in the market or otherwise.
We may issue more shares in an acquisition
or merger, which will result in substantial dilution
Our Articles of Incorporation, as amended, authorize the Company to
issue an aggregate of 2,000,000,000 shares of common stock of which 325,038,356 shares are currently outstanding and 5,000,000 shares
of Preferred Stock are authorized, of which 1,700,000 shares are outstanding. Any acquisition or merger effected by the Company may result
in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our
common stock held by our then existing stockholders. Moreover, shares of our common stock issued in any such merger or acquisition transaction
may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage
of common stock held by our then existing stockholders. In an acquisition type transaction, our Board of Directors has the power to issue
any, or all, of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock
are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights
of the holders of common stock might be materially adversely affected.
Obtaining additional capital though
the sale of common stock will result in dilution of stockholder interests
We may raise additional funds in the future
by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants
or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution
of the equity ownership of existing holders of our common stock. Additionally, the existing conversion rights may hinder future equity
offerings, and the exercise of those conversion rights may have an adverse effect on the value of our stock. If any such conversion rights
are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the
sale of such additional securities. Further, if any such conversion rights are exercised at a price below the price at which any stockholder
purchased shares, then that particular stockholder will experience dilution in his or her investment.
Our directors have the authority to
authorize the issuance of preferred stock
Our Articles of Incorporation, as amended,
authorize the Company to issue an aggregate of 5,000,000 shares of Preferred Stock, 2,000,000 designated as Series A Preferred Stock and
1,700,000 issued and outstanding. Our directors, without further action by our stockholders, have the authority to issue shares to be
determined by our board of directors of Preferred Stock with the relative rights, conversion rights, voting rights, preferences, special
rights, and qualifications as determined by the board without approval by the shareholders. Any issuance of Preferred Stock could adversely
affect the rights of holders of common stock. Additionally, any future issuance of preferred stock may have the effect of delaying, deferring,
or preventing a change in control of the Company without further action by the shareholders and may adversely affect the voting and other
rights of the holders of common stock. Our Board does not intend to seek shareholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or stock exchange rules.
We have never paid dividends on our
common stock, nor are we likely to pay dividends in the foreseeable future. Therefore, you may not derive any income solely from ownership
of our stock
We have never declared or paid dividends on
our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further our business strategy. This means that your potential for economic
gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price
higher than your purchase price.
As of April 30, 2023, our officers, directors, and principal stockholders
were deemed to be the beneficial owners of approximately of our 100% issued and outstanding shares of Preferred shares. These shares are
convertible into 1,595,000,000,000 shares of common stock and represents approximately 81% of our issued and outstanding common shares.
As a result, such persons can determine the outcome of any actions taken by us that require stockholder approval. For example, they will
be able to elect all of our directors and control the policies and practices of the Company.
| Item 2. |
Financial Information |
Management’s Discussion and Analysis
or Plan of Operation
Upon effectiveness of this Registration Statement,
we will file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we will have the ability to prepare,
on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration statement.
We will also become subject to other reporting and corporate governance requirements, including the listing standards of any securities
exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),
and the regulations promulgated hereunder, which impose significant compliance obligations upon us. As a public company, we will be required,
among other things, to:
| |
· |
Prepare and distribute reports and other stockholder communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange listing rules; |
| |
|
|
| |
· |
Define and expand the roles and the duties of our Board of Directors and its committees; |
| |
|
|
| |
· |
Institute more comprehensive compliance, investor relations and internal audit functions; |
| |
|
|
| |
· |
Involve and retain outside legal counsel and accountants in connection with the activities listed above. |
Management for each year commencing with the year ending December 31,
2021 must assess the adequacy of our internal control over financial reporting. Our internal control over financial reporting will be
required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional costs in order to improve our
internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated
with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate to comply with the requirements
of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with
Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have
violations of the applicable national securities exchange listing rules, and may breach covenants under our credit facilities.
The significant obligations related to being
a public company will continue to require a significant commitment of additional resources and management oversight that will increase
our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from
other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with
these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory
requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any
such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us
by the SEC.
REDtone Asia, Inc. is a blank check company and has not implemented
its business plan. As of this filing, RTAS has no business plan and hopes to acquire a business in the Photovoltaic solar energy
industry, energy storage equipment and charging piles. RTAS hopes to raise sufficient capital to locate a suitable merger candidate.
Results of Operations for REDtone Asia,
Inc. —Comparison of the Year Ended April 30, 2023 and 2022 (Audited)
Revenue
We had no revenues from operations during
either April 30, 2023 or 2022.
Operating Expenses
For the
year ended April 30, 2023 and 2022, the Company had not operating expenses.
Other Income and Expenses
Other expenses for the year ended April 30, 2023
were $206,214 compared to $94,795 for the year ended April 30, 2022.
For the
year ended April 30, 2023 and 2022, the Company had no other income.
For the year ended April 30, 2023, foreign exchange
gains were $206,214, compared to $98,878 for the year ended April 30, 2022. For the year ended April 30, 2023, interest expenses were
$0, compared to $4,083 for the year ended April 30, 2022.
Stock compensation expense
During the year ended April 30, 2023, we incurred
Nil on non-cash stock compensation expense from the issuance of common stock for services. There was no stock issued for services in the
prior year.
Net Income (Loss)
For the year ended April 30, 2023, the Company
had a net gain of $206,214 compared to the year ended April 30, 2022 of a net gain of $94,795.
Liquidity and Capital Resources
As of April 30, 2023, we had $0 of cash, $4,319,375
in total liabilities and an accumulated deficit of $13,819,058 compared to $4,525,589 in total liabilities and an accumulated deficit
of $14,025,272 for the year ended April 30, 2022. We used $0 of cash in operations for the year ended April 30, 2023 and received net
proceeds from financing of $0.
The financial statements accompanying this
Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments
in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had
a net profit of $0 and have an accumulated stockholders’ deficit of $13,819,058 as of April 30, 2023. These factors raise substantial
doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise
additional funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we
are unable to continue as a going concern.
We do not own any property and do not pay
for office space.
| Item 4. |
Security Ownership of Certain Beneficial Owners and Management |
(a) Security ownership of certain beneficial
owners.
The following table sets
forth, as of this filing, the number of shares of common stock owned of record and beneficially by our executive officer, director and
persons who beneficially own more than 5% of the outstanding shares of our common stock.
| Name and Address of Beneficial Owner |
|
Amount and
Nature of
Beneficial Ownership |
|
Percentage
of Class |
|
| |
|
|
|
|
|
|
Million Vision Development International Limited
Room 915, 9/F, Fortune Commercial
Bldg.
Tsuen Wan, New Territories K3
*Chan Wah Fant is control person
|
|
260,619,365 Common Shares
|
|
80.18%
|
|
| |
|
|
|
|
|
Bridgeview Capital Partners LLC
4202 Overlook Cir
Piermont, NY 10968
Michael Dobbs
Sean Larson
Control persons |
|
25,223,000 Common Shares |
|
7.76% |
|
| |
|
|
|
|
|
|
Dr. Yang Chong Yi
19F, No.38 West Nanjing Road
Jing’An District Shanghai, China 200041
|
|
1,595,000 Preferred A Shares |
|
93.82% |
|
| |
|
|
|
|
|
Global Asset Operation Group Co., Limited
Room 2408, Block B
Sunshine Science and Technology Park
Nanshan District, Shenzhen, China |
|
105,000 Preferred A Shares |
|
6.18% |
|
| Item 5. |
Directors and Executive Officers |
A. Identification of Directors and Executive Officers.
Our Officers and directors and additional information concerning them
are as follows:
| Name |
|
Age |
|
Position |
| Dr. Yang Chong Yi |
|
62 |
|
CEO, President, Secretary, Treasurer, Director |
Officer Bios
Dr. Yang Chong Yi, Chief Executive Officer
Dr. Yang Chong Yi is experienced in both governmental
and private sectors, specializing in investment banking, and merger and acquisitions. Dr. Yang has held the following positions:
| |
· |
Deputy Chief in the Bureau of Commodity Price in Shanghai Development and Reform Center |
| |
· |
Associate Director in Hongkong First Eastern Investment Group |
| |
· |
General Manager in Shanghai First Food Investment Management Company |
| |
· |
Managing Director of a state-owned private equity fund |
Dr. Yang also has experience consulting businesses
in preparation for IPOs on listings on NASDAQ in addition to consulting commercial complex projects in the cities of New York and Los
Angeles.
Dr. Yang Chong Yi is the author of “Winning
at Quitting” and “The Economics of Popularity” and Visiting Professor at Shanghai Lixin Institute of Finance and Accounting,
a Distinguished Research Institution at the Economic Development Research Center of the Shanghai Municipal Government. Lastly, Dr. Yang
is Executive Secretary of the Financial and Economic Committee (Shanghai) of the US-China International Chamber of Commerce.
| Item 6. |
Executive Compensation |
For the past two years,
no sole officer or director has received any cash remuneration. No remuneration of any nature has been paid for on account of services
rendered by a director in such capacity to date. Our officer and director intend to devote all of his time to RTAS and furthering the
contemplated acquisition of a business in the Photovoltaic solar energy industry, energy storage equipment and charging piles.
The Company, for the benefit of its employees,
has adopted no retirement, pension, profit sharing, stock option or insurance programs or other similar programs.
| Item 7. |
Certain Relationship and Related Transactions, and Director Independence |
Regulation S-K, Item 4, Section C require
disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange
Act and that had a promoter at any time during the past five fiscal years shall:
(i) State the names of the promoter(s), the
nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received
by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration
therefore received or to be received by the registrant; and
(ii) As to any assets acquired or to be acquired
by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed
or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the
registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also
state the cost thereof to the promoter.
Small Cap Compliance, LLC is considered a promoter(s) under the meaning
of Securities Act Rule 405. SCC was appointed custodian of the Company and under its duties stipulated by the Nevada court. Small Cap
Compliance, LLC took initiative to organize the business of the issuer. As custodian, its duties were to conduct daily business, hold
shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary of State. The custodian also had
authority to enter into contracts and find a suitable merger candidate. In addition, Small Cap Compliance, LLC was compensated for its
role as custodian and paid outstanding bills to creditors on behalf of the company. The custodian has not, and will not, receive any additional
compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on August 14, 2019.
Under Regulation S-K Item 404(c)(2) Registrants
shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant
that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose
of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell
company.
As discussed in Item 1, the Company is deemed a shell company. As disclosed
in Item 4, there are several persons, Dr. Yang Chong Yi, is considered control person and acquired control of the Company. As discussed
in Item 1, purchased 1,700,000,000 shares of the Company’s Preferred A Shares. These shares represent the controlling block of stock
and were purchased from Bridgeview Capital Partners for $85,000.
Dr. Yang Chong Yi is
our CEO and President. He is not deemed to be independent under applicable rules. We have not established any committees of the Board
of Directors.
On June 28, 2023, Global
Asset Operation Group Co., Limited entered into a Stock Purchase Agreement with Dr. Yang Chong Yi, whereby Global Asset Operation Group
Co., Limited purchased 105,000 shares of Convertible Preferred A Series Stock for $30,000.
Except as set forth above,
there have been no related party transactions, or any other transactions or relationships required to be disclosed.
| Item 8. |
Legal Proceedings |
Presently, there are
not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such
proceedings are known to the Registrant to be threatened or contemplated against it.
| Item 9. |
Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
(a) Market information.
Our Common Stock is not
trading on any stock exchange. However, it is currently listed on OTC Markets under the symbol RTAS and there is no established public
trading market for the class of common equity.
| | |
HIGH | | |
LOW | |
| Fiscal Year 2022 | |
| | | |
| | |
| First Quarter (Jan.1, 2022 – March 31, 2022) | |
$ | .01 | | |
$ | .01 | |
| Second Quarter (April 1, 2022– June 30, 2022) | |
| .005 | | |
| .005 | |
| Third Quarter (July 1, 2022 – Sept. 30, 2022) | |
| .005 | | |
| .011 | |
| Fourth Quarter (Oct. 1, 2022 – Dec. 31, 2022) | |
| .075 | | |
| .005 | |
| | |
| | | |
| | |
| Fiscal Year 2021 | |
| | | |
| | |
| First Quarter (Jan.1, 2021 – March 31, 2021) | |
$ | .01 | | |
$ | .01 | |
| Second Quarter (April 1, 2021– June 30, 2021) | |
| .01 | | |
| .01 | |
| Third Quarter (July 1, 2021 – Sept. 30, 2021) | |
| .01 | | |
| .01 | |
| Fourth Quarter (Oct. 1, 2021 – Dec. 31, 2021) | |
| .01 | | |
| .01 | |
(b) Holders.
As of this filing, there are approximately 52 holders of an aggregate
of 325,038,356 shares of our Common Stock issued and outstanding and 1 holder of 1,700,000 Preferred A shares issued and outstanding.
(c) Dividends.
We have not paid any
cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention
of management to utilize all available funds for the development of the Registrant’s business.
(d) Securities authorized for issuance under
equity compensation plans.
None.
| Item 10. |
Recent Sale of Unregistered Securities |
On November 15, 2021,
Bridgeview Capital Partners, LLC entered into a Stock Purchase Agreement with Dr. Yang Chong Yi, whereby Dr. Yang Chong Yi purchased 1,700,000
shares of Convertible Preferred A Series Stock, the controlling block of stock, for the purchase price of $85,000.
On June 28, 2023, Global
Asset Operation Group Co., Limited entered into a Stock Purchase Agreement with Dr. Yang Chong Yi, whereby Global Asset Operation Group
Co., Limited purchased 105,000 shares of Convertible Preferred A Series Stock for $30,000.
The restricted shares
were sold in a private transaction pursuant to Rule 144(i) of the ’33 Securities Act. As of this date, the shares have not been
registered.
| Item 11. |
Description of Registrant’s Securities to be Registered |
(a) Common.
We are authorized by our Certificate of Incorporation to issue an aggregate
of 2,000,000,000 shares of capital stock, of which 1,998,000,000 are shares of common stock, Par Value $0.001 per share (the “Common
Stock”). There are 5,000,000 are shares of preferred stock, Par Value $0.001 per share (the “Preferred Stock”) and 2,000,000
Preferred shares are designated as Convertible Series A Preferred Stock. As of the date of this filing, there are 325,038,356 shares of
Common Stock issued and outstanding and 1,700,000 shares of Convertible Series A Preferred Stock issued and outstanding.
Common Stock
All outstanding shares
of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share
on all matter submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally dividends, if any, as
may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of
Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative
or preemptive rights.
Preferred Stock
Our Certificate of Incorporation authorizes
the issuances of up to 5,000,000 shares of Preferred Stock authorized with designations, rights and preferences determined from time to
time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock
with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the
holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method
of discouraging, delaying or preventing a change in control of the Company.
At this time there are
2,000,000 shares of Preferred Stock authorized as Convertible Series A Preferred Stock and 1,700,000 are issued and outstanding.
One (1) share of the
as Convertible Series A Preferred Stock shall be converted into one thousand (1,000) shares of common stock of the Corporation and entitled
to one thousand (1,000) votes of common stock for every one (1) share of as Convertible Series A Preferred Stock owned. The holders of
the Convertible Series A Preferred Stock shall not be entitled to receive dividends.
From time to time its
Board of Directors may amend the Preferred class of stock. Accordingly, our Board of Directors is empowered, without stockholder approval,
to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power
or, other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company.
In the event of any liquidation,
dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential
amounts due to Holders of senior capital stock, if any, the Holders of Series A Stock and parity capital stock, if any, shall be entitled
to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior
capital stock, including Common Stock, an amount equal to $.001 per share [the "Liquidation Preference"]. If upon such liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Series A
Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such
assets of the Corporation shall be distributed ratably among the Holders of the Series D Stock and parity capital stock, if any. Neither
the consolidation or merger of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall
be deemed a liquidation, dissolution or winding up.
The description of certain
matters relating to the securities of the Company is a summary and is qualified in its entirely by the provisions of the Company’s
Certificate of Incorporation and Bylaws copies of which have been filed as exhibits to this Form 10.
Section 13 of our By-laws state the following;
Section 13 Super
Majority Votes: Motions on the following issues shall require the vote of at least sixty-five percent (65%) of the Stockholders to
carry:
| |
A. |
Amending these By-Laws; |
| |
|
|
| |
B |
Capital Contributions; |
| |
|
|
| |
C |
Removal of the Director or any Officer; |
| |
|
|
| |
D. |
Issuing New Shares of stock; |
| |
|
|
| |
E. |
Issuing New Classes of Shares; |
| |
|
|
| |
F. |
Terminating or rejecting the defense or indemnity of any Director, Officer, agent, or employee; and |
| |
|
|
| |
G. |
Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating more than half of the assets and property of the Corporation. |
Our Preferred D shareholder has over 65% of
the voting shares and will carry the necessary votes to determine the outcome for all of the above-mentioned actions.
Section 15 of our By-laws state the following;
Section 15 Stock Transfer Restrictions. A
Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any third party shall first provide written
Notice of Intent to Sell Stock to the Board and all the other Stockholders which shall include the name of the proposed purchaser and
the full terms and conditions of the proposed sale. The other Stockholders shall have thirty (30) days from Notice of Intent To Sell Stock
to give written Notice of Intent to Purchase Stock on the same terms and conditions as set forth in the Notice of Intent to Sell Stock.
If no Stockholder gives Notice of Intent to Purchase Stock within thirty
(30) days, then the Stockholder may sell as set forth in the Notice of Intent to Sell Stock provided that a majority of the remaining
Stockholders approve the sale or transfer to the proposed third-party purchaser.
Any purported sale or transfer of shares of Stock
in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void and without effect.
Any potential purchaser of shares of Stock in the Corporation Buyer
shall be advised of the restrictions imposed by these By-Laws and Nevada law, including but not limited to Chapters 78, 78A, and 90 of
the Nevada Revised Statutes.
Under Section 78.242 of the Nevada Revised Statutes, this provision
applies to the holders of restricted stock that has not been registered in is being sold or transferred in a private sale. It is the policy
of our Board to review the private sale and approve the sale if all required documentation is in order. The majority stockholder must
also approve the sale. In this case, it is our Preferred D Stock shareholder, who is also our sole officer and director.
(b) Debt Securities.
None.
(c) Other Securities To Be Registered.
None.
| Item 12. |
Indemnification of Directors and Officers |
Our
Officers and Directors are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify all our directors
and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the
provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the adjudication of such issue.
We
have been advised that in the opinion of the Securities Exchange Commission indemnification for liabilities arising under the Securities
Act against public policy as expressed in the Securities Act, and is, therefore, unenforceable. If a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered,
we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit question of whether such
indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
| Item 15. |
Financial Statements and Exhibits |
| |
|
| |
|
|
REDTONE ASIA, INC.
CONSOLIDATED FINANCIAL STATEMENTS
(Audited)
Report of Independent Registered Public Accounting
Firm
To the shareholders and the board of directors
of Redtone Asia, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Redtone Asia, Inc. as of April 30, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows
for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022, and
the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted
in the United States.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ BF Borgers CPA PC
BF Borgers CPA PC (PCAOB ID 5041)
We have served as the Company's auditor since
2021
Lakewood, CO
July 7, 2023
REDTONE ASIA, INC.
BALANCE SHEETS
| | |
As at April 30 | |
| | |
Note | |
2023 | | |
2022 | |
| | |
| |
| | |
| |
| TOTAL ASSETS | |
| |
$ |
– | | |
$ |
– | |
| | |
| |
| | |
| |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| |
| | | |
| | |
| Notes payables | |
4 | |
$ | – | | |
$ | – | |
| Accounts payable | |
| |
| 546,280 | | |
| 572,360 | |
| Accrued expenses and other payables | |
5 | |
| 899,849 | | |
| 942,810 | |
| Amount due to related parties | |
6 | |
| 1,904,642 | | |
| 1,995,572 | |
| Tax payable | |
| |
| 968,604 | | |
| 1,014,847 | |
| Total current liabilities | |
| |
| 4,319,375 | | |
| 4,525,589 | |
| | |
| |
| | | |
| | |
| Total non-current liabilities | |
| |
| – | | |
| – | |
| | |
| |
| | | |
| | |
| TOTAL LIABILITIES | |
| |
| 4,319,375 | | |
| 4,525,589 | |
| | |
| |
| | | |
| | |
| STOCKHOLDERS' DEFICIT | |
| |
| | | |
| | |
| Preferred Stock ($0.001 par value, 5,000,000 shares authorized, nil issued and outstanding as of April 30, 2023 and 2022) | |
| |
| | | |
| | |
| Convertible Series A Preferred Stock ($0.001 par value, 2,000,000 shares authorized, 1,700,000 shares issued and outstanding as of April 30, 2023 and 2022) | |
7 | |
| 1,700 | | |
| 1,700 | |
| Common stock ($0.001 par value, 2,000,000,000 shares authorized, 326,815,356 shares issued and outstanding as of April 30, 2023 and 2022) | |
7 | |
| 326,815 | | |
| 326,815 | |
| Additional paid-in capital | |
| |
| 9,171,168 | | |
| 9,171,168 | |
| Accumulated deficit | |
| |
| (13,819,058 | ) | |
| (14,025,272 | ) |
| | |
| |
| | | |
| | |
| TOTAL STOCKHOLDERS' DEFICIT | |
| |
| (4,319,375 | ) | |
| (4,525,589 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| |
$ | – | | |
$ | – | |
The accompanying notes are an integral part of these financial statements
REDTONE ASIA, INC.
STATEMENTS OF OPERATIONS
| | |
For the years ended April 30 | |
| | |
2023 | | |
2022 | |
| OTHER INCOME/(EXPENSE) | |
| | | |
| | |
| Interest expense | |
| – | | |
| (4,083 | ) |
| Foreign exchange gains/ (losses), net | |
| 206,214 | | |
| 98,878 | |
| Other income | |
| | | |
| | |
| Total other income/(expense) | |
| 206,214 | | |
| 94,795 | |
| Net profit/ (loss) | |
| 206,214 | | |
| 94,795 | |
| Income tax | |
| | | |
| | |
| Net profit/ (loss) after income tax | |
| 206,214 | | |
| 94,795 | |
| | |
| | | |
| | |
| Net loss per share - basic and diluted | |
| 0.00 | | |
| 0.00 | |
| Weighted average number of common shares outstanding | |
| 326,815,356 | | |
| 326,815,356 | |
The accompanying notes are an integral part of these financial statements
REDTONE ASIA, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
| | |
Convertible
Series A
Preferred
Stock | | |
Common
Stock | | |
Additional
Paid in Capital | | |
Accumulated
Deficit | | |
Total | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
| | |
| | |
| |
| Balance, April 30, 2021 | |
| 1,700,000 | | |
$ | 1,700 | | |
| 282,315,356 | | |
$ | 282,315 | | |
$ | 9,171,110 | | |
| (14,120,067 | ) | |
$ | (4,664,942 | ) |
| Promissory notes converted to common
shares at the rate of 0.001 | |
| – | | |
| – | | |
| 44,500,000 | | |
| 44,500 | | |
| 58 | | |
| – | | |
| 44,558 | |
| Net profit for
the year ended April 30, 2022 | |
| – | | |
| | | |
| | | |
| | | |
| | | |
| 94,795 | | |
| 94,795 | |
| Balance, April 30, 2022 | |
| 1,700,000 | | |
$ | 1,700 | | |
| 326,815,356 | | |
$ | 326,815 | | |
$ | 9,171,168 | | |
| (14,025,272 | ) | |
$ | (4,525,589 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net profit for
the year ended April 30, 2023 | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 206,214 | | |
| 206,214 | |
| Balance, April 30, 2023 | |
| 1,700,000 | | |
$ | 1,700 | | |
| 326,815,356 | | |
$ | 326,815 | | |
$ | 9,171,168 | | |
| (13,819,058 | ) | |
$ | (4,319,375 | ) |
The accompanying notes are an integral part of these financial statements
REDTONE ASIA, INC.
STATEMENTS OF CASH FLOWS
| | |
For the years ended April 30 | |
| | |
2023 | | |
2022 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net gain (loss) | |
$ | 206,214 | | |
$ | 94,794 | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Compensation expenses | |
| | | |
| | |
| Interest expense | |
| – | | |
| 4,083 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Taxes payable | |
| (46,242 | ) | |
| (22,173 | ) |
| Other payables and accrued liabilities | |
| (159,972 | ) | |
| (76,704 | ) |
| Cash used in operating activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Investment received from Preferred C shares issued | |
| – | | |
| – | |
| Cash generated from financing activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net change in cash and equivalents | |
$ | – | | |
$ | – | |
| Cash and equivalents, beginning of period | |
| – | | |
| – | |
| Cash and equivalents, end of period | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash paid for interest | |
$ | – | | |
$ | – | |
| Cash paid for income taxes | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part of these financial statements
REDTONE ASIA, INC.
Notes to Financial Statements
Note 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
REDTONE ASIA, INC. ("REDTONE", "we",
the "Company") was incorporated under the laws of the State of Nevada in 2005.
The Company was a telecommunications provider
for mobile, fixed and international gateway services. REDTONE provided a wide range of telecommunication services, including prepaid and
postpaid discounted call services to corporate customers and consumers as well as prepaid mobile airtime top-up. The Company also offered
prepaid shopping card services.
During 2004 through 2014, the Company invested
in 11 subsidiaries and variable interest entities (VIE) located in the PRC, Hongkong and BVI. These subsidiaries and VIEs were engaged
in the same industry as the Company with principal business activities of investment holding, provision of technical support services
to group companies, marketing and distribution of IP call and discounted call services in the PRC, trading of discounted call related
equipment and provision of related services.
Prior to May 1, 2019, the Company divested all
of its interests in subsidiaries and VIEs and ceased active trading since fiscal year from May 1, 2019.
The Company is not actively trading or operating
during the current reporting period. The main impact on P&L statement due from liabilities with related parties, which carried forward
with Chinese Yuan (CNY). The Company plans to acquire a business in Photovoltaic solar energy, energy storage equipment and charging
piles.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company maintains its accounts and prepares
its financial statements using the accrual method accounting. These financial statements and notes are representations of management.
Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have
been consistently applied.
Use of estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment.
Actual results could differ from those estimates.
Foreign Currency Translation
The Company maintains its financial statements
in its functional currency, which is US dollar ("USD"). Monetary assets and liabilities denominated in currencies other than
the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Exchange
gains or losses arising from foreign currency transactions or translation of monetary assets and liabilities denominated in foreign currencies
are included in the statement of operations for the respective periods.
Exchange rates used in these financial statements,
USD to Chinese Yuan (CNY), are 6.924 and 6.4672 at April 30, 2023 and 2022 respectively.
Related Party
A party is considered to be related to the Company
if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with
the Company. Related parties also include principal owners of the Company, its management, member of the immediate families of principal
owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly
influence the management or operating policies of the other to an extent that one of the transacting party might be prevented from fully
pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting
parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that
one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Income taxes
The Company follow ASC 740-10-30, which requires
recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement
and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the
assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
On December 22, 2017, the Tax Cuts and Jobs Act
(TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate
tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted
for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly,
the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent.
The Company adopted ASC 740-10-25 (“ASC
740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position
should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC
740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim
periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according
to the provisions of ASC 740-10-25.
Net income (loss) per
common share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common
shares assumes that the Company incorporated as of the beginning of the first period presented. For the reporting periods ended April
30, 2023 and 2022, there are 282,315,356 outstanding common shares and no potentially dilutive shares, respectively, from convertible
preferred stock.
Preferred stock and convertible
preferred stock
For the reporting periods ended April 30, 2023
and 2022, there are 5,000,000 shares of Preferred Stock authorized.
For the reporting periods ended April 30, 2023
and 2022, there are 2,000,000 shares of Convertible Series A Preferred Stock authorized and 1,700,000 shares issued. Each Convertible
Series A Preferred Stock is convertible into 1,000 shares of common stock and entitled to 1,000 votes. Holders of the Convertible Series
A Preferred Stock are not entitled to receive dividends.
Recently issued accounting
pronouncements
In December 2019, the FASB issued ASU 2019-12,
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard is intended to simplify the accounting and disclosure
requirements for income taxes by eliminating various exceptions in accounting for income taxes and clarifying and amending existing guidance
to improve consistency in application of ASC 740. The provisions of ASU 2019-12 are effective for years beginning after December 15, 2021,
with early adoption permitted. We do not expect the adoption of this ASU to result in a material impact on our financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference
Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard provides practical
expedients for contract modifications with the transition from reference rates, such as LIBOR, that are expected to be discontinued. This
guidance is applicable for our revolving line of credit, which uses LIBOR as a reference rate. The provisions of ASU 2020-04 are effective
as of March 12, 2020 and may be adopted prospectively through December 31, 2022. We do not expect the adoption of this ASU to result in
a material impact on our financial statements.
The Company has implemented all new accounting
pronouncements that are in effect. We do not believe that there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared
using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover
its operating costs and has an accumulated deficit of $ 13,819,058 as at April 30, 2023. These conditions raise substantial doubt about
the company’s ability to continue as a going concern.
In addition to operational expenses, as the Company
executes its business plan, it is incurring expenses related to complying with its public reporting requirements. In order to finance
these expenditures, the Company has raised capital in the form of debt, which will have to be repaid, as discussed in detail below. The
Company has depended on loans from related parties and shareholders for most of its operating capital. The Company will need to raise
capital in the next twelve months in order to remain in business.
Management anticipates that significant dilution
will occur as a result of any future sales of the Company’s common stock and this will reduce the value of its outstanding shares.
The Company cannot project the future level of dilution that will be experienced by investors as a result of its future financings, but
it will significantly affect the value of its shares.
The accompanying financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 4 – NOTES PAYABLE
On May 22, 2019 the Company issued convertible
promissory notes to BRIDGEVIEW Capital Partners LLC (the “Holder”) for the aggregated principal amount of $30,000. This Note
shall automatically be converted into shares of the Company’s common stock (“Common Stock”) at the Note Conversion Rate
of $0.001. Holder shall not be able to convert into any position that would result the Holder to hold more than 9.9% of the class of common
stock of the Company.
Interest on the outstanding portion of Principal
of this Note shall accrue at a rate of 18% per annum. All computations of interest shall be made on the basis of a 365-day year for actual
days elapsed.
At January 31, 2022, the above notes were
converted into 44,500,000 common shares at the rate of 0.001 with a restriction of no more than 9.9% of common stock at the book
value of USD 44,557.81.
NOTE 5 – Accrued expenses and other payables
| | |
April 30, 2023 | | |
April 30, 2022 | |
| Accrued expenses | |
| 408,726 | | |
| 428,240 | |
| Other payables | |
| 491,123 | | |
| 514,570 | |
| Total | |
| 899,849 | | |
| 942,810 | |
NOTE 6 – AMOUNT DUE TO RELATED PARTIES
All amounts due to related parties represent amounts
due to former fellow subsidiaries. They are denominated in the original currency of Chinese Yuan and are all unsecured and interest free.
Amounts due to related parties have no fixed repayment date, and the Company does not intend to repay within twelve months from April
30, 2023.
NOTE 7 –COMMON STOCK AND PREFERRED STOCK
The Company has 2,000,000,000 shares of common
stock authorized at par value of $0.001, and 326,815,356 shares of common stock were issued and outstanding at beginning and end of the
reporting periods at total par value of $326,815.
The Company has 2,000,000 shares of Convertible
Series A Preferred Stock authorized at par value of $0.001, and 1,700,000 shares of Convertible Series A Preferred Stock were issued and
outstanding at beginning and end of the reporting periods at total par value of $1,700.
NOTE 8 – INCOME TAXES
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment. As the Company’s main business place is
in P. R China, the corporate income tax rate of 25% is applied in calculation of deferred taxes.
Deferred income taxes reflect the tax consequences
on future years of differences between the tax bases. Net operating loss carry-forwards and tax benefits arising therefore are as follows:
| Deferred tax assets | |
April 30, 2023 | | |
April 30, 2022 | |
| Net operating loss (NOL) brought forward | |
| 12,325,273 | | |
| 12,420,067 | |
| Net loss/(profit) for the period / year | |
| (206,214 | ) | |
| (94,794 | ) |
| NOL carried forward | |
| 12,119,059 | | |
| 12,325,273 | |
| Tax benefit from NOL carried forward | |
| 3,029,765 | | |
| 3,081,318 | |
| Valuation allowance | |
| (3,029,765 | ) | |
| (3,081,318 | ) |
| Deferred tax assets | |
| – | | |
| – | |
The PRC income tax allows the enterprises to offset
their future taxable income with taxable operating losses carried forward in a 5-year period. The management believes that the Company’s
cumulative losses arising from recurring business in recent years constituted significant negative evidence that most of the deferred
tax assets would not be realizable and this evidence outweighed the expectations that the Company would generate future taxable income.
Valuation allowance for the full amount of tax benefit from NOL was recorded.
NOTE 9 COMMITMENTS AND CONTINGENCIES
As at the end of the reporting period, the company
has no commitments and contingencies to disclose.
NOTE 10 RELATED-PARTY TRANSACTIONS
The company was not engaging in any business activities
during the reporting periods, and has no related party transactions and balances other than those disclosed in Notes 6.
NOTE 11 SUBSEQUENT EVENTS
As at the date these financial statements are
ready to be released, the Company has no subsequent events to disclose.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
REDTONE ASIA, INC. |
|
| |
|
|
|
| Date: July 25, 2023 |
By: |
/s/ Dr. Yang Chong Yi |
|
| |
Name: |
Dr. Chongyi Yang |
|
| |
Title: |
CEO |
|
Exhibit 3.1
- INC . FILE4WARO SOFTWARE, . Name of Com.oration : 1 INC . SERVICE. CORPORATE ADVISORY Resident Agenc 2 Name Name and Street NEVADA 89703 CARSON CITY 251 JEANELL DR .. SUITE 3 Addre ss : :...m , a ,., 4q · s. Zip Code c,:y Suee1 Aoo,ess V.•l'l. † !C D!v{.t.S.J..C1 1 Q S!:_ ,YJ, C,1 Stale Zip Cade c iv Op1 1 ona1 Ma 1 1 1 t1g Acfaress Shares : 3 75 , 000 Number or shares without par value 0 Par value · S 0 Number or shares with pa, value !'111.!. t'..!J!i111re.s f:9'1Xl'4i r - a1.trpr, 4c 1g_ ! S - t..ue . NV 89703 S1aIe Zip Cc,;e Slate Zip Code Stale Zip Code CARSON CITY Ci1y City C,ty 1. DEA NAK KELLY Name 251 JEANELl DR . SUITE 3 Street Address 2 ame S reet Address 3 Name St·eet Adoress Names ddresses,of • Board of Qw:.,12.r , i . 1J:: 1J" f' iJ,:!1!,:.,;n, - ,:;:,lfl:.• I • - : ti:' ,S ""C';' f Jr J .! - • - ...h.US!/ .t'r!r!.,, / I - - ' The puroose ot tn1s Corpora:,on shall be ANY LAWFUL ACTIVITY Pur;;ose ,",L"I ,J ' - ' - • . ,)··., ...... . ' 2 U d ' d 1 M t , _ 7' i · - : 1 • , v ,,.. ! . / . _ ' - - - C/. DEANNA K . KELLY Names, Address nd Signature of /n co,12.oracor · 6 Signa1u,e am" p1 ;• · );:Jc"' J.;c.;. .. CARSO CITY NV 89703 251JEANELL DR .. SUITE 3 i'lt"'t ·r: 1• : . . v . - : C it y State Zip Code Aaaress t:' i ?t - ·, .1 • ;,, I nereby accept appo1n1ment as Res i dent Ageot lo• tpe above named corporat : on 1/u/£1 ' ' . :: .. . . - · - - .,,. ' - 'l ., · • '· • :, - · - 1 / ,. • . ,, ¥ • • / .. '• I < .... I Asthonzed S,gnature or R A or On Behal/ of R A · company _. - Date .!Jjficare of Accoecance of AQeomtment of _ Resident Ag!!!!!: DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701 - 4299 (775)684 - 5708 Website : secretaryofsta te . b iz • Articles of Incorporation (PURSUANT TO NRS 78) JAN O 6 2005 Important. Read attached instructions before completing form. (( 8'5"1 ABOVE SPACE IS FOR OFFICE USE ONLY Th,; form muse be accompanied by appropriace f ees . See a11ached fee schedule . •• l'• • • •· '.· r 11111
I • Articles of Incorporation of FILE4WARD SOFTWARE, INC . The name of the corporation is: FILE4WARD SOFTWARE, INC. Second . It's principal office in the state of Nevada is l ocated at 251 Jeanell Dr. Suite 3, Carson City, NV 89703, although this Corporation may maintain an office, or offices, in such other place within or without the state of Nevada as may from time to time be designated by the Board of Directors, or by the by - laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the State of Nevada as well as within the State of Nevada. Third. The objects for which this Corporation i s formed are: To engage in any lawful activity, including, but not limited to the following: (A) Shall have such rights, privileges and powers as may be conferred upon cor p orations by any existing law. (8) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporat i on is organized. (C) S h al l have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period i s ii mi t ed, perpetually, or until dissolved and its affairs wound up according to law . (D) Shall have power to sue and be sued in any court oflaw or equ i ty. (E) S h al l have po, er to make contracts. (f) Shall han:: power to ho l d , purchase and convey real and personal es t ate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate sha ll inc l ude the power to take the same devise or bequest in th e State of ·evada, or any other state, territory or country. First . I If i I I • 1 r -
• (G) Shall have power to appo int such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation . (H) Shall have power to make by - laws not inconsistent with the constitution of the United States, or of the State of Nevada, for the managment , regulation and government of its affai r s and property, the transfer of its stock, the transaction of its business, and the calling and hold i ng of meet i ngs of its stockho ld ers. (I) Shall have power to w ind up and dissolve itself , or be wound up and dissolved. (J) Shall have power to adopt an d use a common s eal or sta mp on any corporate documents. The corporation _ma y use a seal or stamp, if it desires, but such non - use shall not in any way affe ct the legality of the document. (K) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exerc ise of i ts corporate rights, privi l eges or franchises , or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange , debentures, and other obligations and ev iden ces of indebtedness, payable upon the happening of a specified event or events, whethe r secured by mortgage, pledge, o r otherwise, or unsecured , fo r any other lawful object. (L) Shall ha ve power to guarantee, purchase , hold, sell, assign, transfer, mortgage, pledge or othe r wise dispose of the shares of the capital stock, or any bonds, secu rities or evidences of the indebtedness created by any other co rporation or corpo r ations of the State of Nevada, or any other state or government, and whi l e owners of such stock, bond s, securities or evidences of indebtedness, to exercise all the rights, powers and priv l eges of ownership, including the right to vote, if any. (M) Shall have power to purchase, hold , sell and transfer shares of its o,,·n capital stock, and use therefor its capital, capital surplus, s urplu s or o ther property o r fund . J II . - . 1 ·
I • (N) Shall have power to conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in the State of Nevada, and in any of the states territories, possessions and dependencies of the Unites States, the District of Columbia , and any foreign countries. (0) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment therof, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, or any amendment thereof. (P) Shall have the power to make donations for the public welfare or charitable, scientific or educational purposes. (Q) Shall have the power to enter into partnerships, general or limited, or joint ventures, inconnection with any lawful activities. Fourth. The vo t ing common stock authorized that may be issued by the corporation i s SEVENTY FIVE THOUSAND (75,000) shares of stock without nominal or par va l ue and no other class of stock shall be authorized. Said shares without nominal or par value may be issued by the corporation from time to time for such considerations as may be fixed from time to time by the Board of Directors. Fifth. The governing body of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such a manner as sha ll be provided by the By - Laws of th i s Corporation , providing that the number of directors shall be reduced to n o less than one (I). The name and post office address of the first Board of Directors sha l l be one ( l) in number and listed as follows: NAME Deanna K. Kel l y POST OFFICE ADDRESS 251 Jeanell Dr. Suite 3 Carson City, NV 89703 Sixth . The capital stock, after the amount of the subscription price, or p a r value, has been paid in. shall not be subject to assessment to pay the debts of the corporation .
I • Seven t h. The name and post office address of the incorporator(s ) signing the Articles of Incorporation is as follows: Name Deanna K. Kelly Post Office Address 251 Jeanell Dr. Suite 3 Carson City, NV 89703 Eight h . The resident agent for this corporation shall be: CORPORATE ADVISORY SERVICE, INC. The address of said agent, and, the principal or statutory address of this corporation in the State of Nevada is: 251 Jeanell Dr. Suite 3 Carson City, NV 89703 The corporation i s to ha ve perpetual existence Tenth. In futherance an d not in limitation of the powers conferred by statu te , the Board of direc to rs is expressly authorized: Subject to the By - Laws, if any adopted by the stockholders, to make, alter or ame nd the By - Laws of the Corporation. To fix the amount to be reserved as working capital over and above i ts cap i ta l stock paid in; to authorize and cause to be executed, mortgages and le ins upon t he real and personal property of this corporation. By reso l ution passed by a maJority of the whole Board, to consist of one ( I ) or more committees , each committee to consist of one or more directors of the co rpora tion , which, to the extent provided in the resolution, or in the By - Laws of the Corporat ion , shal l h ave and may exercise the power s of the Board of Directors in the management of the business and affai r s of th e Co rpo ration. Such committee, or committees, sha ll have such name , or names, as may be stated in the By - Laws of the Corporation , or as may be determined from time t o time by resolution adopted by the board of Directors. - '.,. ...,._ . • .;,".>. - «'"" .Ir - _ I II
• When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for the purpose, or when authorized by written consent of the holders of at least a majority of the voting stock issured and outstanding, the Board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the Corporation . Eleventh. No shar holder shall be entitled as a matter of right to subscribe for, or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as is in its discretion it shall deem advisable. Twelfth. No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockhoiders for damages for breach of fiduciary duty as a director or officer involving any act of omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shali not adversely affect any limitation on the personal liability or a director or officer of the Corporation for acts or omissions prior to such repeal or modification . Thfrteenth. This Corporation reserves the right to amend, alter, change, in any manner now or hereafter prescribed by the statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation. l., . . , - . • "" l:<l?".,..,""!'i"<{:."""' I I •. li
• I, THE UNDERSIGNED, being the Incorporator Herein before named for the purpose of fanning a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein are true , and accordingly have hereunto set my hand this 5th . day of January, 2005. Corporate Advisory Service, Inc. does hereby accept as Resident Agent for the previously named Corporation. By Deanna K . Kelly, Manager llll 11 I I I
CHeg< QNLV II - APB,ICAB E . . . . . . , - - . . . ... .. .. .. ' '. · ' . ,, . . . D Thli corporallon le a publlclytnlcled c;apor.11on. TheCentral KW number Is: ... . . , .. ,._ .. _ ............ - - .. , .... ,. .... ,,_, D This publicly traded colpO!alion i s not 11qulred to have a Central lnd1x t<e num . TITL!(S) NAME (OR E.QUIVALl:N'r Or) PRESIDENT LMO:SU&ln sr ZlP CITY s er ADDRESS PO BOX NV 89703 Carson City 251 Jearlell Dr. Ste 3 Tl'l'l.e{S) NAME (OR !QUIVAU:NT OF) SECRETARY UvtoSusln ST ZIP OITY STREET AbOMSS PO BOX NV 8'1703 Canon City %$1 Je m•ll Dr . , Ste 3 (OK cQUNALENT OF) TITtE(Sl TREASURER · , NA.MF. LMoSusln ST Z f' . CTTY $TREETAODRES! PO BOX NV 89703 Carson City 251 Jeanefl Dr. , St. 3 Till.E I S ) DIRECTOR NAME UVloSusln ST ZIP CITY S'm!ET ADDRESS PO BOX NV 89703 ClnonClty 251 Jl8nell Dr., Ste 3 , ' ' FILEfqUMBER (PROFITJINITIAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF File4ward Software, Inc. (Nerre al Cotpol'adOA) FOR THE f'ILING P!RIOO January 200S To Jenuacy 2006 'lhtCG!pQlll!IIRll<h ,10llllhlld ,....,. ln - -- •f - lllllllOQIIWIOIII .,_ 11111111 - IC _, _ 1/G/20 0 .. . 5 ff/ C320 - 2005 COrtPORATE ADVISORY SERVICE, INC . 251 JEANEU. DR., STE 3 CARSON CITY NV 89703 Ƒ CH£1Cfl00Cl'"l0U R!QIMU!Af'(lall 10 .. DA'l'! 'Olll Al!IIOIHT AIM!NT l'IOM Entity Number Document Numbe r 20050038664 - 34 F i l ed in the office of - oo - 7/tL Dean Heller Secreta1y of S t ate S t ate of Nevada Filing Date and Time 02/08/2005 12:09 PM C320 - 2005 l'OkMWILL 8 Nn lMl!E> N' UNSIONElc,. 2.. 'tlhlH1111 addlUOtW dhcUll1I Mlac:h II lbl 1118111IO !Nafoml. l, fwllll1'l 111111 furm .. - i 1ttO ,,25.00 llllng fw, f. 175.00 penally l1IJllt bl ldda4 lot r.aure lo,.. lhNI tum, bythe l ul dty or 11111ftrll IID'llh tlll ln llonnl'l lhl realalnlllcl1 "<jilt, 1hllu.11l111.. ' +. Milllc lW i:r.eci,. to t,o s... - , Of s•1a. Yw cd dledc 11111 oone,auio II ca1111 11t IO lllllll llSp• NM Te, 1GII, If you n.s a receipt. rallm P811• a 0111111C11an1 it/9 - PH A seLF+OPAWliP !!Mff P !!itiYELOPE , Tg , - i .... wa!ltd oopy. rdOH a G0PY vf hit co wm. 1111 addltonal '10.00 ind •...r•i. '"• ons. I . RaM11 lhe torm to; Slcntlr, f,I ljtf,le, 2Q2 Nol1h Can;oii SV.llt, CMo,I City, NV8117D1 - 42111, (T7S) liM - fl'OI, . · . . a .... 11111... L uc tn.... p.;,o,N.. IOn Cl Iha :i.........,, qi Q.ok ., bolorci lho 111111da.r ol llo llrcl manlh lall"1llnll.,. l IMA1111111111IIIQldnlHon dalo.( Postmarfc dllle I•.,.. - 01!1' M 1 - ir 1 !!bit•) Fom111 anarclull dalil 11111111. - .Mllld IOY adllllCIIIIIJ flllSllnd p11n11llla. n 15 A80Vi $PACE l'IUI - C CJl - t - lt;t:. u:;1:. UNLY Important lttstnlDllons belbre c,ompldng and ,eturntng th/1 to,m, 1 . P'nnl or i) - !I• nlllfC'$andId allhllr ielcnCe or bUllnMS for ti! ., - io1.tlrllClorl, Apmld«lt, 1 . 1111a111111$1one lliedor mat b4' nan - ed - Ha"' an Olllcll &IQII Ire IOOTI 1 t!H:IM'!, in 'tie beat d my knowledge. tNet i:ienalty of rie A'Y. that the aboVa rnentierled entltv his Cl0mllied with hi p,Jvilsions rA NRS300,760 and aclulov.iedge thlll pursuan1tcHRS 239 . 330, Jt 16 a CaleOOtY C felonyIOknowinglyoffer any false ot lorgod lnslNmenl In lflcl Offlee of the Sectetsry of Stat.. FILING Fiii: $125 , 00 LATE PENALTY: $76.00 TIUG
Document Number 20050004158 - 95 F i led in the office of -- f»_'7t1,L Dean Heller Secretaty of State State of Nevada Filing Date and Time 03/08/2005 4:57 PM Entity Number C320 - 2005 • DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701 - 4299 ( 775 ) 684 5708 Website : secretaryofstate . biz Certificate of Amendment (PURSUANT TO NRS 78 .380) Important: Read attached instructions before completing form. ABOVE SPACE IS FOROFFICE USE ONl Y Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.380 - Before Issuance of Stock) r 1 ·· · . · - Name of corpor a .. t · i • o •· n: j FILE4WARD SOFTWARE, I NC. I I 2. The articles have been amended as follows (p rovide article numbers, if available): i FOURTH. That the voting commo - ;t k;ho;i d - th; may be issued by t he corporation is ONE H U N D R 7 ED MILLION (100,000,000) shares of stock with a nominal or par value of .0001 and no other class of stock shall be authorized. Said shares w ith a nominal or par va lue may be issued b y the corporation from tim e to t i me for such considerations as may be fixed from time to time by the Board of Directors. 3. The undersigned dec l are that they constitute at least two - thirds of the incorporators the board of directors D (check one box only) 4. Effective date of filing (optional): L .. · - - -- , - -- c - - c · - = - : - - ,,....,,...... - - = - - .,...,..,,, - ,, - . - --- - - J (must not be la ter than Ill) daysafter thecertificale Is filed) 5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued . ! J : [KL orof ,/ · Si g 7 Signature . * If more than two signatures, attach an 8 1/2x 11 plain sheet with the additional signatures. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. See attached fee schedule. Nevada ary of State Amend 78.380 2003 Revised on: 10/30103
;, DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701 - 4299 ( 775 ) 684 5708 Website : secretaryofstate . biz Certificate of Amendment (PURSUANT TO NRS 78.380) Entity Number Document N um b er 20050065076 - 81 Filed in the office of - or. - '7/ttL Dean Heller Secreta1y of State State of Nevada Filing Date and T i me 03/16/2005 11 : 06 AM C320 - 2005 Important: Read attached Instructions before completing form. ABOVE SPACE IS FOR OFFICEUSE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.380 - Before Issuance of Siock) 1. Name of corp _ oratiq_ : ! FILE4WARD SOFTWARE, INC. ! - . - . . - - ·· --- - ........ - · -- - .. - . - 2 T h . e articles have been amended as follows (provide article numbers, if available): I r IRST. i i I i i i I ! Th e nam e of the corporation is : RNS SOFTWARE IN C . the board of directors D (check one box only) - ' 3. The undersigned declare that they constitute at least two - thirds of the incorporators [Kl , or of 4. Effective date of filing (optional): (must ootbe iii iei lhan OOday, altar Iha cert,licat& IS filed) 5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued. 6. S tures _ : < , - - L - 7/ Signatur Signature * If more than two signatures , attach an 8 1 /2x 11 plain sheet with the additional signatures . IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected . This form must be accompanied by appropriate fees . S98 attached fee schedule. Nevada Secrata,y of State Amend 78.380 2003 Rev!Ged on : 10130 1 03
i ,1; 1 1ill' lli ! li f t J tl,lilil l J lltliilf li l t iiilll/l 1111111111111111 T::: :: : . . :::::i m ::.,:: :m . 007. DU E B Y JA N 31, 2006. s,ato of N4.>vado upon whom proC"OH t!lnb.r sorved : Document N umb er 20060055650 - 59 Filed in the office of '/,a,_ Dean Heller Secretary of State State of Nevada filing Date and Time 01/30/2006 8 : 28 AM Entity Number C320 - 2005 CORPORA F. ADVTSORY SERVICE INC 251 JEANELL DRIVE # - 3 CARSON CITY NV H970J f'ILltlO FEE : [ · - -- i 7 5 ! THE ABOVE SPACE IS FOR or - FlCE USE ON . Y 0 , rl'it AUUV.! 1Nl"O/'l!',14T10t, i::I tNCOA;ltof;r. Pi.1./ !H; t::1 - f:::'.CI( '041!': BOX ANO A CHAN .IE OF nl:'. IOENT A· :lf.NT / J :. - li}f - 1£S Fvf1M Will QE SENT. PLE A SE: A5A0 lfl!l - n:IUCT J ON9 S EF Ol'l c t:OMl'LEl!NQ MO R ETUF N I Nt. THl9 FORM. 1. l erctts th• namo lll'IQ a<idr M. 9r< <>r 1 e 1 000 ,· u, lAt6inq_., to, '!Ill 011100,0 :sn• ,:t ;rocto, - , . A P r A 11 fo ,;nt , Socrota!'l'. Tree&urtr, •• tqulvolont 0111nd e!I 01roc1"fW tnu" b& nt1111' - d. rn11r • mu t be 111"' " " or,(I o !r o ct .;, 1. c s: yofi(s 1ntorn111t1on mny ) 11,ve b&l!'n pu,p r l nt.Jd, If you r.;iod to IMK cila ng11 l , cron out Iha :n rr11e1111:ormatlor, 111 d lniort, :,,,. r, .iw i"1or,r, •1c n at;vo - An ofif.:tt 11 •5' HJ'l lh e !Orm . FOAM Will BE RETURNED If UN S l ONED . 7. . II IMI!> are Ŷ 0.:)111? n!ll lli,.. ,tvre , , . .,•, ch6 IIM "' ' , 1 01 '! l e, :h l a fo t m . l R81 lrn t h co/ ' l)tt1tod lorrn with uw !:ling tu - ;hown abovo . A $7S ponalty mu,I b4 aC1dt1(1 f<>r la llu rQ to fill' ihli lorrn b"f tho d&a d "n1;1 . An 1 nnu 1 1 list rl!'<:ot,1l'C1 mor• tnan 90 rJ•y• be:,, Its du .;a1 ,h , a ll bt> Oll'lll:1.in tmonde<! t i sl to r 1/!G provlou, yea r - Mok11yvu r ,h k pbyab l • to tho t.11c,r •ry el tM• . Tt> u,e.,ll,11 ii c4rtnl. - .:S copy . onclou an ;,ddttlOl 11 S - 3O.OO and "PP'"l''r.it11 l nstru e1 l o n , . S , Retuff th$ com t adTo rmto : Secrct;)ry of S t Q . 20:iN . CQr on St.. C;ir1on Cit'/. NV 89701 - 4201. (775) 8 64 - 5701! . C . rom, rrust bQ in 111 n 0 osslo n o 1 : l1,i,so11e, ry of 61:lt on ƒ ' b11toro the l a&t day of t he month In wh l h r. ! s dltt> . (Postmarll Jate Is not accepted a, r l'IJH d ale . ) Forrm ••N11lvtt<1 ah"'r ,J,..,, det11 w i ll I><> 1< - IIHM<i to r Q e,tnl" "' f.ou " d penall1", FILING FEE • An SHOWN ABOVE PENAL TV : $7'.00 Qt( AS Cfl;,4v "JI ,r
08/05/1992 15:11 6047311985 MODENA ROSSA PAGE 03 WJl 1 ,:0Ft1e1::11v••t l!i l - l 4 ! j f ii NS SOFTWAai INC. FOR THE PERIOD JAN 2007 To · 2ooe. DU£ BY JAN 31, 2007. The Corpora.Hon's duly appolntod rulo.M agam In thl! 6 tl• of v1cta "l)OI wllom procq - .1 r.9'l b ,.r.,vJ Ill : CORPORATE ADVISORY SERVICE INC 251 JEANF.tt DRIVE #3 CA1'.80N CTT•( NV 89703 1111111111111111 Document Number 2007007 4657 - 48 Filed in the office of , .;y Ross Miller Secretary of State State of Nevada F i l i ng Dat e and Time 01/30/2007 8:07 AM Entity Number C320 - 2005 ** PLEASE NOT!: YOU MAY NOW FILE YOUR ANNUAL LlST ONT,TNE AT WWW . F - EC'RETMYOFS't'ATE. BIZ ** RI INGJII : D 1r TtlC: A90YI: lfoll'ORMATIOM 111 •• l";"<::,RR ,:'T , flU! !H H"Ck THIS 901( ANO A l::HA Clt 0 IIE'StOF.NY AOF NT , t.Ooflrs, FORM wtl.1,. fl SINT . !"I.IA&, Ru,bINS"'UCTION5 lli.F0111£ COMl"u:TIIIIQ AHO .. ,TV,.. •11110 lHlt ,o P!M , ' · ln<.&><M .... n - · ••u• ......... .. . ob. , .. - ; ti (' MO ., 1><, - 1n ... . ,, .. · o•o ........ - Oro A "''"'"''"'· s.e. - ..rv . Tr.. ...ir.,. or •1111 11t Ŷ i.m of •i, d •I I n,, _ • • , ""'; : l )Q named Tllono IN&I bf a! li!'•nt OM dl1 11e 1 L HI yHr'; !n!orrr - liOn ma 1 , av bqonprwprtnted . llyo ,1 nesci to moke tll e ngaa , .:..on 11 111h11 lncc,nt!d 11110 11 0 1 n 1 <l • H - 1 1 the 11 1 nto 11111fton •b¢vE1 i i An offtu, ,.,u !,19n.,,, 10 1 m. ,c" wn.L 811/: RliT J,.,N!O IF t.,,i$1GMHD . - 11th - or• culdffl""•' ,1 1 ,..,,,,,,. Al')o• • 11111 ol !ll•m lo this !Offll , 3 R11t111n111,CO lo 1 m wnh Ill• •1 1' 9 Hte 1; i ow n :illo v t A$7S p,nalty l'l'A.l!tt 1.l1<it<I tor f•t - 1. - .10 llo 11111 !Orm by tht dtalll ln e . M e 1tn1.1 a l Mat ' •1Vt<l lf4MJll:,n 901 - ! · , , be!ort It; QUO dat. '"'' MdHIMd II lr.! IIQA<I n , t for Ille p r ev.. , , y93 r , • M ., Y..,r.,Mcl< p• y • b,. !o 11 t ,..,. - .t rf ..f "'"'P T Nlt.,>tl/"' • c1>111fted COP I t n IO s• 1 n addlflon1I .t30 . 00 a"d 3Jlllropriel9 1n ,1111 U on1 . 5 . A !lltt, the co,.,,191od lo, m lo : Stereta,y 11/ tat/I, :::oa: N. ca on St. , Carso City, NV 89'101•4201 , (77S) (;IJ4 - S10I . ' · F""" m 1 11 1 b4 In ,,, .. po,, .. n r o or • fl :<:!>(•• 1ry gf 8181t 011 o, MI014 th ,,,,, d 01 flit mi:,nth Inwh h )I I ) d l.l ll . (Pottmtrlc date nol cc11plQd "' t•t, 1 1)1 cl,}!:, i <c;, : ·,v f Ƈ O. l vll d oftor Oh(' .i:, t ,: - wt:l btl : tJt - .• : , • i;, - t :it1tf"",. :,I ' "" ,,.,.,M ,._,,.s •l. - t Flllkt FEE • AS$HOWN A80Vli THE ABOVE S!>ACE IS FOR OFICF. USf.ONLY Check 11 thal epp ly : 0 This corpon1tion 11 .i publicly traded cor p1>ration . If so, Centrll Index Key number is: 0 Thi, publioly•ttaded eorpor.ition I s not required to hiwe a Central Index Key number . r. - ! , ti . · · · · - · - · · - w - J . 89703 · - · ·· ··· · - · KS
Document Number 20080137964 - 20 Filed in the office of Filing Date and Time , • IY 02/25/2008 9:39 AM Ross Miller Secretary of State State of Nevada Entity Number C320 - 2005 01/13/1993 05 : 04 • 6047311985 MODENA ROSSA cD<P(J..?ATE CFFICE P AG E 01 (PAOFlt)ANNUAL LIST OF OFFICERS, OtRECTORS ANO RESIDENT' AGENT OF RN8 SOFTWARE INC . {Hawe of Oci'P!H'alian) roR TH E FILINO PERIOD January 2008To J ry 2009 BUDGET CORP 20IO RUSSETT WAY CAMON CITY NV lt70a Toll fille (118)2T4 - 1130 , - • 131S .. -- ._. _,.,.,, .,..., ,......,,.,..._ Ul!II! 91.AC:t< IHK Ollll. Y • DO f«)THIIHUCIHT FN: taoo PAGE 01/0 :l." F I LE NUMBER C32.D - 2DO I ' - WL,r - ;r:, L - A.......,_.. , . ......._ .._........ ian .. '(VII! ,. 11 .............._.._••.,................ > . AIIUlnllta• fenll - lWI - MO ,F .. I .... - -- - ..................... _,.. ..., - """' - 4('.t,ti,aarru et t: ie Ŷ I , ............... '"'"'.,.""'.....,.,.,_u - c .,..,. .. , , . . ,. , .. ......_,.....,_..,y..,.. t,, h , f --- . 'l'Ow.,..._..,_,.. , ... .........1 - .,._,_.._?& . 153 . fl!IV , - .. - ,IJ)Q - III I - H C . c . , p . 1 . 1 . t l - l ,... . " _. . ' , _ " , _ " lil ! ' l d l w : d t l • !e f - ' J . . - ' . - _, - . . . . _ . • . • . . . . . . . . . , . _ . . . ,. . , . , . T . b . _ . . • .. . 1 . . 1 - a . . . r . . - ., - .. . . , , - - H t!, - A - ,._,.cf• O. h_,,.,..IIM!lll,r3 c,!,.... . ,otPb910..,,,........c;._.. ,IN Mll».4»1 ,('t11) ..,, - , . - ...... ·· · · F I · LI N · G - f - il l!!; : M ettOWN AaOVe L.ATI ! , f l . Ŷ . N ; A , l . . ' . m . ; $ . T . l. G , . O :.. · ·· - · ·. C - thlll : 0 Th eoerpl)tlllun l a a pub ll cly - traded corporation. ff ao, Centrallndelc' Kay number 18: _ D Th i s publldy - thldedoorporation '8 not requn,ct lo have._ Centra,Ired• Kev number . NAME Livt SU9ln Tm.E'4S> PRESIDENT a1'Y SI' Cal'ao n C9 ' . Y .... , NV _ 81703 Fltl80X At>ME88 i - - - ----- - - 2 - 0 . 9 0 - _ R · . . u . . .et M We ZIP - Ltvlo SU91n SECRETARY POIIOX aTY ST -- - - ::;; 20SO=..:.R;.;;11Me tt . WaJ .: ..: :x.. - -------- Ca="' ƒ "= .;.. C .; :;. i!Y --- - NV --- - 11'7 ;... ;_. 03 -- - · - TREASURER 1 - --- - .. - - Llvio Sualn ifflt!l!T esw RuaseftWay PO,OX Q, - Clty TTT1.E(S) DIRECTOR N PO Livio Susln S'f'lleaT ,'l)aRl!IIB 219DRUNettWay cat9o11Clly J!lf' NV - --- - lf f - 03 - - - ST NV PO TITLE(8) D RECTOR etrY S'ffltifiT ADOA1588 20!J0Ru11Mtt:Way ff NV 81703
· - · PAGE 03 06/13/2003 01:15 • 18014150051 THE VINCENT GROLP 20080354324 - 81 Document Number F i - led in the office of Ross Miller Secretary of State State of Nevada Filing Date and Time 05/23/2008 4:04 PM Entity Number C320 - 2005 Certffl'f;ate of Amendment (PURSUANT TONRS 78 AND 78.300) - 1"1CCIII - Y•DONOttmNI.IGIIT AIOW'# - - •Foao,,,ca O&'l C,rtlflcata pf AmlQdmant tp . Arth;IH of p;orpqratlog Fof Bmcll PNft Carpprallonf '(Plnmnf'tD NRS 78.315 and 71.390 - . After llluance of Stock) 1.Name of : .' ltNS SQll'l'W ill. INC. 2. Tha tticl• - been ameodedas follows (pt'ovlde article numbers. if avallable): ! PIRST . _ Tbe Mme (lithe on ;a: HCl'IGAfll TBCHNOLOO - Y, .INC . : JilOUK T ' H D . llt 1fl s · vodn s comcnon stoclt tvdlormd cbat 11111 be issued t,y thecvrpontlon is 'I11MB JmNDRBI> · f MILUON' . (300,000,00I; · ) - ) - OU w i lh a l'IOll h1&1 par vat,e ot .0001 and no olfJer d• of nock shalt bta mhl>iaecl . S.id , ..._ wfcb - aoonmdorpirvalue may be ijy cfle. ftorn time to dfnc for sud! • ! bl! . a,,n time tb tJrnc bylhe _ bnlof» · 3 , 11fe by Wh _ lc t tl he . stockholders hokring · .shlres in the oorporation entttfing them to exen::ise at - . . a majbl1(y of '1he vcttng power, or such greater propo,tfQn of the volingpower n may be reQUlted lb·1he of . a vote by ctasses or series, - or as may be required by - J>!Y of the 48,44 nn,,s.s28,.ffl . ; a . i'ticles af lnoorporatfon have voted In favor of' th& 1me'ndment is: 4 . . Effedlve date of fiflhg . ( _ opflGnal}: 5. Offlcer SignatuM (Reqund}: 11 f ti!,yP"ll)ONd -- or ε M p i refnnce o, eny relative« . righl Mrtl'f/ clM8 oc.. - d .,_, 1flwt . fheamencrm.nt n'lll1t lillepjJroved i,y the ""'9, in addll!orl to 1M •fflfm vat. Offlenril• fAthe . II st.. i9PiW!Mllln0 11 . llf voe t,OWer or elCh c:laes or Sel'lel lffldlld t,y the amendtnelt ,. .. cif lkllltalof'le - o. . l'lltrlclons Cf'I 111a vottn;J)Olitrer lflereci 'IMPORTANT: Falk.Ire to fnclude .any of the above Information . and subm1t the proper - fees may cause thts · flfi to b& rtjecied.
Document Number 20090637297 - 65 Filed in the office of , F ili ng Date and T i me 08/25/2009 10:30 AM Ross Miller Secretary of State State of Nevada Entity Number C320 - 2005 .._(pf1() 1]) .A A L_ l l"() - () IC:: f1 ' q lf1 C::"f()f1 _J 9_f1 (31 "f f1 q_l (3 • HOTGATETECHNOLOGY,INC. (Name of Corporation) "f _()F FILE NUMBER • C320 - 2005 FOR THE FILING PERIOD AMERICAN CORPORATE ENTERPRISES, INC. 123 WEST NYE LN STE 129 CARSON CITY, NV 89706 USA 1. Print or type names and addresses either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors and all directors must be named. Have anofficer sign the form. :=:vrn,,. Vi'll.BE :REr?}flt - H:D ;.c Ut - Jrn:;1 if..D 2. If there are aldrrbnal directors anach a list of them to this form 3. Return the completed to" with the filing fee. A $75.00 penalty must be added for failureto filethis form by the deadline. An annual list received morethan 90days before its duedate shallbe deemed an amended list for the previous year. 4. Make your chock payable to the Secretary of Stare. Yourcancelled chock willconstitute a cen!icare to transact businessper NIRS 78.155. To receive a cenified copy,encbse an additbnal $30.00 and appropriate instructions. 5. Return the completed form to: Secretary of Stare, 202 NonhCarson Street, Carson Crry, NV 897014201, 1775) 684 - 5708. 6. Form must be in the possession of the Secretary of Stateon or before thelast day of the month inwhich it Ls due,!Postmark date is not accepted as receipt date.) Forms received after due datewill be returned for aci:Htional fees ard penalties. CHECK ONLY IF APPLICABLE D This corporation is a publicly traded corporation. The Central Index Key number is: D This publicly traded corporation is not required to have a Central Index Key number. PRESIDENT (OREQUIVALENTOF) SECRETARY (OR EQUIVALENT OF) R EQUIVALENT OF) St Zip DIRECTOR CITY St Zip i - :J : - :J&:rt•, tc• t!··:f:·bi: - ..t r: - f rt:•/ kr cw:t<lqf:· iPClt•:· p ::1:5:t;' c: - f pt•:·jt1:· . thHt tht• :.bc: - v0 m0: - - :t::;: - - :0d0: - - :fay il'.5.. - ::.c•:·t:pi: - sc w:t!··: thf:• p:· - ::.. - .·.:s:cn: ::of ...J ::{t; me.nm f:.:··:u Hckr cw:f:<:qt• th :.t pt1:·..tif:.:··:t tc: N::; 2 r J.. :;. i :· :. c . gcrf C - :cr :i tc - k: - - ::;wir·:q: 1 f .::,ff :::5:1y f 0s •:: - :1 - ::,:ge.:J :r·:t.i:"ti;":": :":tfer iiir·:q:r 1.h Cffi::xz c;"in :1 SGe: i:5:y •:l '.:5'. :. ............................ X Sig nature of Officer JEFFREY L LEE Title. ASSOCIATE Date.8125/2009 1 0:18:00·· AM
(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF • HOTGATE TECHNOLOGY, INC. FILE NUMBER TITLE(S) DIRECTOR WONG LI LI ,'1.[)DFl ------------------------------------------------------------------------------------------------- - HOOM 1602, AITKEN VANSON CENTRE, 61 HOI YUEN RD. , HK ADDRESS NAME ............................................................................................................................. ... .............. ADDRESS
Document Number 20090640483 - 96 Filed in the office of , F ili ng Date and T i me 08/26/2009 9:24 AM Ross Miller Secretary of State State of Nevada Entity Number C320 - 2005 .._(pf1() 1]) .A A L_ l l"() - () IC:: f1 ' q lf1 C::"f()f1 _J 9_f1 (31 "f f1 q_l (3 • HOTGATETECHNOLOGY,INC. (Name of Corporation) "f _()F FILE NUMBER • C320 - 2005 FOR THE FILING PERIOD AMERICAN CORPORATE ENTERPRISES, INC. 123 WEST NYE LN STE 129 CARSON CITY, NV 89706 USA 1. Print or type names and addresses either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors and all directors must be named. Have anofficer sign the form. :=:vrn,,. Vi'll.BE :REr?}flt - H:D ;.c Ut - Jrn:;1 if..D 2. If there are aldrrbnal directors anach a list of them to this form 3. Return the completed to" with the filing fee. A $75.00 penalty must be added for failureto filethis form by the deadline. An annual list received morethan 90days before its duedate shallbe deemed an amended list for the previous year. 4. Make your chock payable to the Secretary of Stare. Yourcancelled chock willconstitute a cen!icare to transact businessper NIRS 78.155. To receive a cenified copy,encbse an additbnal $30.00 and appropriate instructions. 5. Return the completed form to: Secretary of Stare, 202 NonhCarson Street, Carson Crry, NV 897014201, 1775) 684 - 5708. 6. Form must be in the possession of the Secretary of Stateon or before thelast day of the month inwhich it Ls due,!Postmark date is not accepted as receipt date.) Forms received after due datewill be returned for aci:Htional fees ard penalties. CHECK ONLY IF APPLICABLE D This corporation is a publicly traded corporation. The Central Index Key number is: D This publicly traded corporation is not required to have a Central Index Key number. PRESIDENT (OREQUIVALENTOF) SECRETARY (OR EQUIVALENT OF) R EQUIVALENT OF) St Zip DIRECTOR CITY St Zip i - :J : - :J&:rt•, tc• t!··:f:·bi: - ..t r: - f rt:•/ kr cw:t<lqf:· iPClt•:· p ::1:5:t;' c: - f pt•:·jt1:· . thHt tht• :.bc: - v0 m0: - - :t::;: - - :0d0: - - :fay il'.5.. - ::.c•:·t:pi: - sc w:t!··: thf:• p:· - ::.. - .·.:s:cn: ::of ...J ::{t; me.nm :.:··:u Hckr cw:f:<:qt• th :.t pt1:·..ti :.:··:t tc: N::; 2 r J.. :;. i :· :. c . gcrf C - :cr :i tc - k: - - ::;wir·:q: 1 f .::,ff :::5:1y f 0s •:: - :1 - ::,:ge.:J :r·:t.i:"ti;":": :":tfer iiir·:q:r 1.h Cffi::xz c;" in : SGe: i:5:y •:l '.:5'. :. X Sig nature of Officer JEFFREY L LEE ............................ Title. ASSOCIATE . ................................... Date. 8/26/2009 921:14 AM
(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF • HOTGATE TECHNOLOGY, INC. FILE NUMBER ADDRESS NAME ............................................................................................................................. ... .............. ADDRESS
Document Number 20090643285 - 59 Filed in the office of , F ili ng Date and T i me 08/27/2009 9:20 AM Ross Miller Secretary of State State of Nevada Entity Number C320 - 2005 .._(pf1() 1]) .A A L_ l l"() - () IC:: f1 ' q lf1 C::"f()f1 _J 9_f1 (31 "f f1 q_l (3 • HOTGATETECHNOLOGY,INC. (Name of Corporation) "f _()F FILE NUMBER • C320 - 2005 FOR THE FILING PERIOD AMERICAN CORPORATE ENTERPRISES, INC. 123 WEST NYE LN STE 129 CARSON CITY, NV 89706 USA 1. Print or type names and addresses either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors and all directors must be named. Have anofficer sign the form. :=:vrn,,. Vi'll.BE :REr?}flt - H:D ;.c Ut - Jrn:;1 if..D 2. If there are aldrrbnal directors anach a list of them to this form 3. Return the completed to" with the filing fee. A $75.00 penalty must be added for failureto filethis form by the deadline. An annual list received morethan 90days before its duedate shallbe deemed an amended list for the previous year. 4. Make your chock payable to the Secretary of Stare. Yourcancelled chock willconstitute a cen!icare to transact businessper NIRS 78.155. To receive a cenified copy,encbse an additbnal $30.00 and appropriate instructions. 5. Return the completed form to: Secretary of Stare, 202 NonhCarson Street, Carson Crry, NV 897014201, 1775) 684 - 5708. 6. Form must be in the possession of the Secretary of Stateon or before thelast day of the month inwhich it Ls due,!Postmark date is not accepted as receipt date.) Forms received after due datewill be returned for aci:Htional fees ard penalties. CHECK ONLY IF APPLICABLE D This corporation is a publicly traded corporation. The Central Index Key number is: D This publicly traded corporation is not required to have a Central Index Key number. PRESIDENT (OREQUIVALENTOF) SECRETARY (OR EQUIVALENT OF) R EQUIVALENT OF) St Zip DIRECTOR CITY St Zip i - :J : - :J&:rt•, tc• t!··:f:·bi: - ..t r: - f rt:•/ kr cw:t<lqf:· iPClt•:· p ::1:5:t;' c: - f pt•:·jt1:· . thHt tht• :.bc: - v0 m0: - - :t::;: - - :0d0: - - :fay il'.5.. - ::.c•:·t:pi: - sc w:t!··: thf:• p:· - ::.. - .·.:s:cn: ::of ...J ::{t; me.nm f:.:··:u Hckr cw:f:<:qt• th :.t pt1:·..tif:.:··:t tc: N::; 2 r J.. :;. i :· :. c . gcrf C - :cr :i tc - k: - - ::;wir·:q: 1 f .::,ff :::5:1y f 0s •:: - :1 - ::,:ge.:J :r·:t.i:"ti;":": :":tfer iiir·:q:r 1.h Cffi::xz c;"in :1 SGe: i:5:y •:l '.:5'. :. X Sig nature of Officer JEFFREY L LEE ............................ Title. ASSOCIATE . ................................... Date. 8/27/2009 9:16:50 AM
(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF • HOTGATE TECHNOLOGY, INC. FILE NUMBER TITLE(S) DIRECTOR MICHAEL YANG ,'1.[)DFl ------------------------------------------------------------------------------------------------- - HOOM 1602, AITKEN VANSON CENTRE, 61 HOI YUEN RD. , HK ADDRESS NAME ............................................................................................................................. ... .............. ADDRESS
Ju 1. 2 3. 2010 3 : 19PM No. 1 144 P. 3 FILE NUMBER 0 (PROFIT) ANNUAL UST OF OFFICERS, DIRECTORS AND REGISTERED AGENT AND , . S T . . A , T .. . E .... . B .. . U ... • S . . _ I . N .. . E .. . S .. . S . . ' L - . I . . C .. . E ... . N . . . S .. . E . . .. . A .. . P . . . P . . . L . . . I . C . . . . A . . . T .. . I . O ... . N . . . , O .. . . F . . . : .. . .. .. ... ... . ..... . .. . . . . . ·~· - - · - · ......,_,,_,···· - · .. . · . . - · · ,_ .. , .... ..........•.. . . .....................' ' . . . . . . . ... . . .. .. . . ..... .J . . ... P20 :Z005 ƒ I 1111 1 lllf l 11 1111 1 1 1 1 11111 1 Dl l 1 1 1 1 HOTGATETECHNOLOGY, INC. NAAII; OF CORPOAATION . · .·. - .·.. . . ····· ... · . · ··· . ···· · .. . ·....· . . · · · · . · · · ··. ...........·· - ··. .. . . FOR'l'HE Pet(lot>Of . ' ... . ... . . .. .. . =i - 'i .qi ·: .. · . :· · : TO ; .. ".2 . 1 II 011 ftll I II "YOUMAY FILEl ISFORM ONLINE AT www.nvsos.g ragliaer.d agent In 1hB Srala of Ne'lllda uponwlloln procesccan be Benled ia: AMERICAN CORPORATE ENTERPRISES, INC, 123 WEST NYELNSTE 129 CARSON CTIY, NV89706 A f0RM TOCHAHGe·REGISTEREO AGfHT'1NirORMATION IS FOUND AT: 'WWW:nvsos ai ........... ,. Document Number 20100546695 - 88 Filed in the office of , Filing Date and Time 07/23/2010 2:00 PM Ross Miller En t i t y Number C320 - 2005 Secretary of State S t ate of Nevada OH Bl.ACK DI( ata..Y • DONOT HIGKI.JGfff' A8<Ne SPACalS 11Cm OFFICa: IJH ONi.Y D Retum one fie 5t8mped COP)'. (Ifft not accompanied by Older lnslnJCltloha, Ille, aiamped a,py wlll be sant to realstarad ..,..t . ) IMPORTANT· Read mttrJclfcsM before oompltting ttnd mllfTllng this lbrm . 1. Prim or type nana1 and lldareS8e$. ..,,_ ralldanll• or bua&as, 101' 1111 onia..end A PrelidillM. s.. - ....y , T,.._..., 01 • of Mal Di<eetots mlllt ti. ,_,,_, ,,,_.iru.t bellllMtl OIW clndor, ArlQmee,ITIU5t9ign thsbm. 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SECRETARY (OR IVALENrOf) ADbRl!SS C:{T( 6TAlE ZIPOOOE 1 i60i; M ·v · ; · · ;si ii;;i y ;i i .... . ··· · · · ··· · · · · ·· · : . i .. . iic : ·r · :i OQJ · . . · ·· ·· · · - ·· ··· · 1 r· · ··· · . . l '..:· .. ··:····:··.·...... · .. - ··· ..l y : ANSUAN SAH , . . . ....···· · - - · ·"·...... ,,,. . . . . · . · · · · •...• - .• - ·.... · .. . . . . . . . .··· - ···..... l AD S CITY STATE ZIP C0DEf !i ;; · 16oi.'iitic · vimoii . cei - i . - i i s .fu,i ·y id: · .·· ·· · · ······ - ···.. ·1 :x: · r;s: · · ion: · ·· - - · - ·· ·· ·· - ·1 . . r J . . r···· - ······ · · .. . ···· · ···· . · - . l .. 1 CHUANBENG WEI i DIRECTOR l'l!IME . .. . . ... . . ., ...... .. ·· · ·. · . · · · ··· ·· .·.......... _ . .. ... . . . .. . . . . .. . .. .. . _. ..... . .. . .. ... . .. . . . . .. .. .. . w, ............... ·. Tll .$) .•.' .,... . . . .. . . ... .. . .. - .............. . - - • .. • . . .... .. ....... . ... ""· , . ...• · • · · · - · ..•........ - ··•• , .. . .......... ..I . A . . 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Jul. 23. 2010 3:20PM No.7144 P. 4 _ ANNUAL LIST OF OFFICERS (CONTINUED) NAME : MICHAEL YANG TITLE: DIRECTOR ADDRESS: ROOM 1602, AITKON VANSON CENTRE, 61 HOI YUEN RD . CITY: KWUN TONG, HONG KONG
Document Number 20110012051 - 13 Filed in the office of Fi l ing Date and Time 01/03/2011 9:36 AM ; Ross Miller Secretary of State State of Nevada Entity Number C320 - 2005 J an . 3. 2 0 1 1 10:28AM No. 1690 P . 5/5 • ROSSMJL..U!R Sacreta,y of Slate l04 Notti, Can11:m Slroet, Suite1 Carson City, Navllda 89701 - 4520 (175) 884 - 5708 Website: - • - tfOV' Certificate of Amendment (PURSUANTTONRS 78.385 AND78.390) U.Slf.111..AD( INICOILY - DO NOTltlGltl.JOKT J,B(N2, SP.lea IS,_OFRCI! U&:EmLY Certificate of Amendment to Articles oJ. IIUtQ[Vj2amm l F9r N,vada Profit Corporatioms (Pursuant to NRS 78 . 385 and 78.390 After Issuance of Stock) 1. Name ot oorporation: jHotgate Technology, Inc. 2. The artides ave been amended follows: (provide atlk::le numbers. If 8 /ellable) .Arocle 1. Name <A the co{JIOt'ation:REOtone Asia. Inc. 3 . The vote by which the stockholdem holding shares in tha ccxporation entitling them to exercise a least a majority of the voling power . or such greater proportion of the voting power as may be required in the - case of a vote by classes or series, or as may be required by the provisions of the articles of Incorporation* have voted in favor of the amendmeot is:[ 260,619,364 4. EffecllVe date of filing : (optional) . , ... , (must no( be lalef 1hM90days attet tt1e oertincate is flied) 5. Signature: (required} ;naw il , .. any pn:ipaeed would altar Of i:tmnga .. .., pnifl!n!nce or Bl'I'/ relel)ve or pgl1t gtven to efl)' aim er sedes of outstanding shat - es. lhel'I lh& attwindment mlla be apln'O"l&d by Iha vvta, in additionto fhe affinnattve WIie olhalwi$e ,equired, of Ille holdera of et,a,es represei,tlng 3 me/OrllY ol tJ,e voOl'lg power of eadl class orsei1esaffected by lhe &nendnnint dlan to limltalionr. ot t on the vcting PJWer lharaof. IMPORTANT: Ftlluteto include any ol the above Worma!io11 aod &Ubmit With the properfees may cauw this fili119 to be rejected. N....s.r.ia.y af S - / ln<nl - Th rorm must b8 lfCCOOJIRJnled lly IB f;ru.
(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT AND STATE BUSINESS LICENSE APPLICATION OF: FILE NUMBER NAME OF CORPORATION FOR THE FILING PERIOD OF **YOU MAY FILE THIS FORM ONLINE ATwww.nvsos.gov** The ent i 's du l a ointed re istered a ent in the State of Nevada u on whom rooess can be servedis : NATIONAL REGISTERED AGENTS, INC. OF NV (Conunercial Registered Agent) 1000 EAST WILLIAM STREET SUITE 204 CARSON CITY, NV 89701 USA I 111111111111111111111111111111111111111 *I lnl/ll* Document Number 20110179167 - 25 Filed in the office of , F ili ng Date and T i me 03/10/201110:13 AM Ross Miller Secretary of State State of Nevada Entity Number C320 - 2005 A FORM TO CHANGE REGISTERED AGENT INFORMATION 1s FOUND AT: www.nvsos.gov .,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,. ,., .,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,.,., USE BLACK INK ONLY - DO NOT HIGHLIGHT tt ·iie t, lt !twml 8 IL 8 ftrjl2 > D Return one file stamped copy. (111iling not accompanied by order instructions, 1ile stamped copy will be sent to registered agen t. ) IMPORTANT: Read insrructions before complering and returning this form 1. Print or type names and addresses, either residence or business, for all offioers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED. 2. lfthere areadditional officers, attach a list of them to this form. 3. Return the complete form with the filing fee Annual list fee is based upon the current total authorized stock as explained in the Annual List Fee Schedule For Profit Corporations A $75.00 penalty must be added for failure to file thisform by the deadline. An annual list reoeived more than 90 daysbefore its due date shall be deemed an amended list for the previous year. 4. State business lioensefee is $200.00. Effective 2/1/2010, $100.00 must be added for failure to file form by deadline. 5. Make your check payable to the Secretary of State. 6. Ordering Copies : If requested above, one filestamped copy will be returned at no additional charge. To receive a oertified copy, enclose an additional $30.00 per oertification A copy fee of $2.00 per page is required for eachadditional copy generated when ordering 2 or more filestamped or oertified copies. Appropriate instructions must accompany your order. 7. Return the completed form to: Secretary of State, 202 North Carson Street, Carson City, Nevada 89701 - 4201, (775) 684 - 5708. 8. Form must be in the possession of the Secretary of State on or before the last day of the monthin whichit is due. (Postmark dateis not acoepted as reoeipt date.) Forms reoeived after due date will be returned for additional fees and penalties. Failure to include annual list and business license fees will result in rejection of filing CHECK ONLY IF APPLICABLE D Pursuant to NRS, this corporation is exempt 1rom the business license 1ee. Exemption code: 001 - Governmental Entity D 002 - 501(c) Nonpro1it En t ity Month and year your State Business License expires: 20 003 - Home - based Business [;21 This corporation is a publicly traded corporation. The Central Index Key number is: :0001341319 004 - Natural Person with4 or less rental dwelling units D 005 - Motion Picture Company This publicly traded corporation is not required to have a Central Index Key number. 006 - NRS 6B0B.020 Insurance Co. NAME TITLE(S) WEicHUAfJ BENG PRESIDENT (OR EQUIVALENT OF) ADDRESS CITY STATE ZIP CODE : R(X)M 1602, AITKEN VANSON CENTER 61 HOI YUEN RD, CHN KWON TONG, HONG KONG NAME TITLE(S) • NOT APPLICABLE SECRETARY (OR EQUIVALENT OF) . A .. D ... D ... R .. E ... S .. S ...................................................................................................................... . C ... I . T .. Y ................................................... STATE • R(X)M 1602, AITKEN VANSON CENTER 61 HOI YUEN ROAD, CHN KWON TONG, HONG KONG TITLE(S) TREASURER (OR E QUIVALENT OF) ADDRESS CITY •. R()()r.1 1_60?,_J rrK_E_N_.VJ - C:E: T.EFl 61_.H()I YUEN R()J D,_C. - - KWON TONG, HONG KONG TITLE(S) DIRECTOR CITY STAT E ZIP CODE •xxxxx NAME WEicHUAfJ BENG ADDR E SS Fl(X)M_ 1602, AITl<EN_ /ANS()N CEN"fER 6 ( 1 ) _ l'flJE: _Fl()J [) , CHN • I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of sections 6 to 18 of AB 146 of the 2009 session of the Nevada Legislature and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. WEI CHUAN BENG Title Da1e X Signature of Officer Nevada Secretary of State Annual Li st Profit Revised: 8 - 5 - 09
(PROFIT) ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT OF • RED TONE ASIA, I NC. FILE NUMBER ,'1.[)DFl ------------------------------------------------------------------------------------------------------------------- - HOOM 1602, AITKEN VANSON CENTER 61 HOI YUEN ROAD, CHN NAME ............................................................................................................................. ... .............. ZAINAL AMANSHAH Bl N ZAI NAL ARSHAD DIRECTOR _A_[)D_R -- - HOQM 1602, AITKEN VANSON CENTER 61 HOI YUEN ROAD, CHN NAME ............................................................................................................................. ... .............. ADDRESS
*260203* '260203* • . . . BARBARA K. CEGAVSKE Secretary of State 202North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 6708 Website: www.nvsos.gov Certificate of Reinstatement (PURSUANT TONRS CHAPTERS 78,78A, 80, 81, 82, 84, 86, 87 , 88 ANO 89) K Document Number 20160038037 - 70 Filed in the office of . - Barbara K. Cegavske Secretary of State State of Nevada Filing Date and Time 01/26/2016 10:07 AM Entity Number C320 - 2005 USE BLACK INK ON!.Y• DO N<Yr IIGHLIGKT A80VESPACE IS l'OR OFFICE USE ONLY Certificate of Reinstatement . (For Entitles Governed by NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 88 and 89) 1. Name of Entity: I REDtone Asia , Inc . · · 2.Entity Number: ! C320R2005 3 S . igna t ure : I declare under penalty of perjury that the reinstatement has been authorized by a court of competent jurisdiction or by the duly elected board of directors of the entity or If the entity has no. board of directors, its equivalent of such board . I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239 . 330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. X Signature of o This form must be accompanied by appropriate fees. I December 22, 2015 Date NDWlda S..ctlllary of Stet• c.itilcale of Rtin&lalefflent Revised: 1 - 6 - 15
(PROFIT) INITIAL/ANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: I REDtone Asia, Inc . Document Number 20160038038 - 81 Filed in the office of K - Barbara K. Cegavske Secretary of State State of Nev ad a NMII: OF CORPORATION FORTHE FILING PERIOO OF I Janua!Y 2016 ! TO I January 2017 Filing Date and Time 01/26/2016 10 : 07 AM USEBLACK INKONLY - DO NOT H!GHUGKT 0 VOUMAY FILE THIS FORM ONLINE AT www . nvsllverflume.gov •• rZI Retum one Il l e stamped copy. (lffflfng net accompanied byorderlnslructiona, file stamped copy wlll be not to st.Jred agent) En ti ty Number C320 - 2005 ENTITY NUMBER I C320 - 2005 IMPORTANT: RNd f ƒ "" bllfore ,:ompleffllg .wt IYII/JmH'!g tlw fomt. 1. Print or type names •nd adcl - , elllerm!denal or bllllness, for aH oflicers and dlracto, - , A Prftidelll , Setrelary, Tt88Sllfet , oreq1Jivalent of and all Dndo!e muttbe named. There must be at lent one dltector. An ONkor 1111111 elgn the,_ FORM WIU. BERETURNEDJFUNSIGNED. 2. ll'lheN are additional officers, alledla btdlhamlD Ila fonn. 3, RalUm the completecl rorm wtth the ft ll 11 f 9 ee, Ml1UIII 11st fee Is based Upon lhe anent lolal euthcuized k • eicplained !n lhe Annual Ult Fee 8ctu1d1• f,. Prolil Corporllliom. A $75 - 00 penalymust beac!dedforlalure' ƒ filelhll form bythadeadllne. An ann,. l flln,CIIMdmore thaR 90 dayt before Its dUe date shal be deemed 1111amended 11&1 fot the PNM01J9 r. 4. Slate llulinelsficenee fee It SS00.00/$200.00 for Professlonel Corpordont Glod pinuant lo NRS Chap!« 119 . Ell'edlv• 2/112010.$100.00 IIIUSI be eclded /or failure lo file fonnby deadUne. · S. Make your chedl peYibfe to theS.cralary of Stale. Ii. Oalar!ng P9Plu ; If requested abcMt, - Ille alampodcopy will be nllumed et no adcltonel Charge. To . - Ive a oertfiedcopy,endoee an additlo111I $30.00 per !Ion. A ccpy lff ot $2.00 per page Is raqun for ucll addition II copy gen - .cl whtln ordering 2 ormoreIlle elalnp9d or cetlllled ccp!es. A,lprop!lalt lna1NcUons must IICCClfflPllnY )'OIJt Ofdet. 7. um fie comJ)leted rmm to; Secreta,y of SIila. 202 Ncrthcaraon street canc,n City,89701 - 4201, (775) 684•5708. ABOVESPACEIS FOR OFl'IClt USI! ONLY 8, Fonnmust bo Iii !ho Ion or lhe SICtlta,y of SIBie on or before Ille 11111 day or lht monlh itl wNcll ii la due. (Pot dote It nol llOG8pled as nice.lpldale.) Fonnl receivedafter d date wtll be 1111urned for llddiliooel lees and penafliH. F lo Include an11t111i list aid bllunessllcensefooa wll resua In ,..UC,n of &ng. tm,S Z!i,Q21! fiixemDtion Codes g(:11;{:!S: QM!.YIF APPL!QAIHJ; Ml2 liiHiliBEXEMEI!gf:f ggQli!N BOX HLOW D Pursuant lo NRS Chapter 76, lhfsentityIs exempt fromthe businessUcensefee. Exemption code: I I NOTE: If dalm l ng en exemption, a notarized Decleratlon Of EUglbfllty form muat be attached. Faflure to 001 - Governmental efl IIHaCh the Declaration of Ellglblllty form wlD re5ult In rejection, which could RISI.It! In late fees. 005• Motion PlciuNI Compeny This corporationIs a publli;ly laded corporation. The Central Index Key number Is: : 0001341319 I 006.NRS 6808.020 lnsuranc& Co 0This publiely traded c:otpOratlon Is not requiredIO have a Central Index Key numbef. NAME TITlE(S) l Chuan Bang Wei PRESIDENT & DIRECTOR ADORES$ CITY tftATE ZIPCOOE i Unit 15/A, Plaza Sanhe, No. 121, YanPing Road, JlngAn District, 200042, Shangahi, P C - NAME TtTLf(S) ·· ---- - • · • - · · · ---- - · .. SECRETARY (OR EQ U IVALENT OFJ CITY STATE ZIPCOD!: : Chuan Beng Wei AOOReSS I Unit 15/A, Plaza Sanhe, No. 121 1 YanPing Road , JingAn District, 200042 1 Shang ,.fRC TITLE{$) TREASURER (OR EQUIVALENT OFJ CITY STATE 2JP CODE NAME ----- . - - .. - · . Ng Hui Nooi ADORESS 1 Unit 15/A, Plaza Sanhe, No. 121 1 YanPing Road, Jl n Dis trict , 200042, Shangahl, P.RC STATE ZIPCOOE NAME TITLE($) ; Lau B l k Soon ' DIRECTOR ADDRESS CITY i Unit 15/A, Plaza Sanhe, No. 121, YanPin9 Road, JirigAn District, 200042, Shang hi, FfRC N one a1 lhe offlcenor dl1111:tJ>flJ Identified In Iha Ust of olflca,a has beenIdentified wltllthefraudulent lnt...t of conC:..Ung th• ldeftllty of eny person or Pffll<ln• exercising th• powwor aulhorlty of an o111 - or dlNletot In furlhentnce ol Ŷ ny un,...,,ul oondllCI. I dtclare, lo Ill• bNI of my Under penalty ol perjwy, that Ille lnfvrrntllon eontalnad henln la correct 111d ackllOW!edQe Iha! pur Ŷ uent lo NRS 239.330, II I t • om,gory c felony 10 knOWlngty off• any felae or torged lnalntlMl'II tor n11ng In Ill Ŷ 011 l oa o1 Ille Sec,etary ol State. Dan : 1 December 22, 2015 ! S X ignatur e o TIiie i Pres i den t c.. .....;._;:.... ;.c. --- ...J Other Authortzed Signature Nevada Sec:RJta,y !:"
Document Number 20170046572 - 44 Filed in the office of K Barbara K. Cegavske Secretary of State State of Nevada F ili ng Date and T i me 01 / 31 / 2017 1:51 PM Ent i ty Number C320 - 2005 (PROFIT) INITIAUANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: ENTITY NUMBER NAME OF CORPORATION FOR THE FILING PERIOD OF. JAN, 2017 TO 1111111111111111111111111111111111111111 "100103" USE BLACK INK ONLY - DO NOTHIGHLIGHT **YOU MAY FILE THIS FORM ONLINE ATwww.nvsllverflume.gov** D Return one file stamped copy. (111iling not accompanied by order instructions, 1ile stamped copy will be sent to registered agent.) IMPORTANT: Read insrruclions before completing and returning this form 1. Print or type names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form. FORM WILL BE RETURNED IF UNSIGNED. 2. If there are additional officers, attach a list of them to this form 3. Return the completed form with the filing fee Annual list feeis based upon the current total authorized stock as explainedin the Annual List Fee Schedule For Profit Corporations. A$75.00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days beforeits due date shall be deemed an amended list for the previous year. 4. State business licensefee is $500.00/$200.00 for Professional Corporations filed pursuant to NRS Chapter 89. Effective 2/1/2010, $100.00 must be added for failure to file form by deadline. 5. Make your check payable to the Secretary of State 6. Ordering Copies : If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for eachadditional copy generated when ordering 2 or morefile stamped or certified copies. Appropriate instructions must accompany your order 7. Return the completed form to Secretary of State, 202 North Carson Street, Carson City, Nevada 89701 - 4201, (775) 684 - 5708. 8. Form must be in the possession of the Secretary of State on or before the last day of the monthin whichit is due. (Postmark dateis not accepted as receipt date) Forms received after due date will be returned for additional fees andpenalties. Failure to include annual list andbusiness license fees will result in rejection of filing ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: u1mw@1@M ntmm !i@@iq@#n!®!ivm < ABOVE SPACE IS FOR OFFICE USE ONLV CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW 0Pursuant to NRS Chapter 76, this entity is exempt 1rom the business license fee. Exemption code: 1 _ NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to attach the Declaration of Eligibility form will result in rejection, which could result in late fees. 0This corporation is a publicly traded corporation. The Central Index Key number is: 0This publicly traded corporation is not required to have a Central Index Key number. NRS 76.020 Exemption Codes 001 - Governmental Entity 005 - Motion Picture Company 006 - NRS 680B.020 Insurance Co NAME TITLE(S) PRESIDENT (OR EQUIVALENT OF) STATE JIN GAN DIST. SHANGHAI ITLE(S) SECRETARY (OR EQUIVAL JIN GAN DIST. SHANGHAI T I T LE(S) TREASURER (OR EQUIVALENT OF) S T A TE ................... 200042 None of the officers or directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct. I declare, to the best of my knowledge under penalty of perjury, thatthe information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offerany false or forged instrument for filing in theOffice of the Secretary of State. X CHANWAFMT Signature of Officer or Other Authorized Signature Da1e 1/31/2017 1:51:43 PM Nevada Secretary o f State Li st Profit Revised. 7 - 1 - 15
Exhibit 3.2
REDTONE
ASIA INC.
Corporation
By-Laws
Section 1. Purposes: The Corporation may
conduct any lawful business.
Section 2. Board of
Directors: The management of the property and affairs of this Corporation shall be vested in its Board of Directors, herein referred
to as the Board.
Section 3. Composition of the Board:
| A. | Membership |
| | | The Board shall be composed of
the Officers of the Corporation and a Director who shall serve as Chairperson of the Board. |
| B. | Term and Election |
| | | The Director and Officers shall
be elected by the Stockholders of the Corporation in an election conducted by the Secretary. The Director and Officers shall serve annual
terms automatically renewed unless an election is called. |
| C. | Resignation and Removal |
| | | The Director and Officers may
resign at any time effective upon written notice to the Director or Secretary. Any Director or Officer may be removed for any reason. |
Section 4. Meetings of the Board:
| A. | Annual Meeting |
| | | The Board shall hold an annual
meeting. During the annual meeting, the Board shall conduct all business as permitted in the By-Laws. |
| B. | Special Meetings |
| | | A Special Meeting of the Board
may be called by the Director or any Officer. Notice of a Special Meeting shall provide at least forty-eight (48) hours’ notice
to the Director and Officers together with a description of the business to be addressed at the Special Meeting. |
| C. | Notice |
| | | The Secretary shall confirm and/or
cause notice of each Meeting to be given to each Director and Officer and shall send a copy to the Corporation’s General Counsel. |
| D. | Conduct of Meetings |
| | | Meetings of the Board shall be
conducted in a courteous, respectful and professional manner. The Director and Officers shall freely express questions, opinions, and
concerns. |
REDTONE
ASIA INC.
Corporation
By-Laws
| E. | Quorum |
| | | When there are two (2) or more
members of the Board, a majority of the Board must be present to hold a Board Meeting. |
| | | |
| | | If Notice has been properly and
timely given pursuant to Section 4 (C), and a Board member fails to attend the Board Meeting, then a second meeting may be Noticed to
address the same exact business issues. If the same Board member fails to attend the second meeting, then a single Board member shall
constitute a quorum sufficient to hold a Board Meeting. |
| F. | Vote Required to Adopt |
| | | Except as set forth in Section
13, a majority vote by the Board Members shall be necessary to carry any motion. |
Section 5. Meetings of the Stockholders:
| A. | Purpose |
| | | A Stockholder Meeting may be held
for any purpose. |
| B. | Notice |
| | | Any Stockholder may call a Stockholder
Meeting by giving at least forty-eight (48) days’ notice to each Stockholder together with a description of the business to be addressed
at the Stockholder Meeting. |
| C. | Voting and Proxy Voting |
| | | Each Share of stock in the Corporation
shall have one (1) vote. Stockholders may vote their Shares directly or via proxy, duly given in writing and filed with the Secretary
of this Corporation prior to the commencement of the Meeting. |
| D. | Quorum |
| | | Holders of Shares owning at least
fifty-one percent (51%) of the issued and outstanding Shares of stock in the Corporation must be present in person or by proxy in order
to hold any Stockholder Meeting. |
| E. | Vote Required to Adopt |
| | | Except as set forth in Section
13, a majority vote by the Stockholders present shall carry any motion. |
Section
6. Notice: To the extent that notice is required or implied by any provision of these By-Laws, notice shall be given by sending
notice to the email address on file with the Secretary of the Corporation. Each Stockholder understands the need to keep a current email
address on file and to give written notice of all changes in the email address to the Secretary of the Corporation. Notice shall be deemed
given and received as of the date the notice is sent via email.
REDTONE
ASIA INC.
Corporation
By-Laws
Section
7. Power and Duties of the Board: The Board shall have the following powers and duties in addition to those set forth in Chapter
78 of the Nevada Revised Statutes or other applicable law:
| A. | Policy |
| | | The Board shall control the property
and personnel of the Corporation. The Board shall determine the manner and method of conducting the business and affairs of the Corporation. |
| B. | Budget |
| | | The President and Treasurer shall
prepare and provide a budget for the Corporation and shall supervise the expenditure of funds. The proposed budget shall be presented
by the President and Treasurer to the Board at each Annual Meeting. The budget shall be subject to revision at that time and ratification
by the Board. |
| C. | Annual Statement |
| | | The President shall prepare and
provide a Statement of Affairs for the Corporation. The Statement of Affairs shall be presented by the President to the Board at each
Annual Meeting. The statement shall be subject to revision at that time and ratification by the Board. |
| D. | Distributions The Board may approve a distribution of funds to each Stockholder in a pro-rata
amount for each share of Stock held in the Corporation. |
| E. | Compensation |
| | | The Director and Officers may
receive reasonable compensation for their services, except that they shall be entitled to and reimbursed for expenses incurred on behalf
of the Corporation upon presentation of adequate proof of such expenditure. |
Section 8. Duties of the Board Members
| A. | Director: The duties of the Director shall be: |
| 1. | General oversight of the business and affairs of the Board; and |
| 2. | Preside at all meetings of the Board and the Stockholders; |
| B. | President: The duties of the Director shall be: |
| 1. | Appoint committees and delegate assignments; and |
| 2. | Serve as the Corporate representative on all business matters. |
| C. | Secretary: The duties of the Secretary shall be: |
| 1. | Keep minutes of all meetings of the Board and Stockholders; |
| 2. | Keep a record of all elections at meetings of the Board and Stockholders; |
| 3. | See that all notices are duly given as set forth in these By-Laws; |
| 4. | Maintain a register of the shares of stock issued by the Corporation; |
| 5. | Serve as custodian of all records of this Corporation except those required by other Officers and committee
chairpersons pursuant to their duties. |
| D. | Treasurer: The duties of the Treasurer shall be: |
| 1. | Collect funds owing to this Corporation and supervise the disbursement of funds of this Corporation; |
| 2. | Prepare and present to the Director and Officers an annual Budget and report of
income and expenditures, accounting for all funds collected and disbursed; |
REDTONE
ASIA INC.
Corporation
By-Laws
Section
9. Contracts: The Board may authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver
any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section
10. Loans: No loan shall be taken by the Corporation unless specifically authorized by a resolution of the Board.
Section
11. Inspection of Records: The Budget, Minutes, and other administrative and operational records of the Corporation shall be open
to inspection upon written demand by the Director, any Officer, and any Stockholder owning more than thirty-five percent (35%) of the
Shares of stock in the Corporation. The Board and Stockholders agree that this restriction is reasonable and necessary to protect the
trade secrets and other confidential and sensitive information contained within the books and records of the Corporation.
Section
12. Indemnity: The Director, Officers, and all agents or employees shall be defended and indemnified by the Corporation against
all claims relating to the course and scope of their duty or duties to the Corporation. The Corporation shall have no duty to indemnify
or defend the Director, Officers, agents, or employees from claims of gross negligence, criminal negligence, intentional misconduct, and/or
fraud.
Section
13. Super Majority Votes: Motions on the following issues shall require the vote of at least sixty-five percent (65%) of the Stockholders
to carry:
| A. | Amending these By-Laws; |
| B. | Capital Contributions; |
| C. | Removal of the Director or any Officer; |
| D. | Issuing New Shares of stock; |
| E. | Issuing New Classes of Shares; |
| F. | Terminating or rejecting the defense or indemnity of any Director, Officer, agent, or employee; and |
| G. | Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating more
than half of the assets and property of the Corporation. |
Section
14. Capital Calls. The Board may approve a Capital Call for each holder of Shares to contribute an additional pro-rata amount to
the Corporation with ten (10) days’ notice. Upon the Board’s approval of a Capital Call, a Stockholder Meeting shall be held
within ten (10) days for the holders of Shares to vote upon confirmation of the Capital Call. If the Capital Call is approved and confirmed
at the Stockholder Meeting, then within ten (10) days each Stockholder shall contribute to the Corporation a pro-rata amount per share
of Stock.
If any stockholder
is unable or unwilling to the capital contribution, then that Stockholder shall forfeit one share for each ten dollars ($10.00) in capital
contribution not made. Forfeited shares shall be returned to the Corporation to be held as Treasury shares. Forfeited shares may be redeemed
by the Stockholder who forfeited them by paying the contribution plus ten percent (10%) to the Corporation within thirty (30) days of
the date the capital contribution was due.
Section
15. Stock Transfer Restrictions. A Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any
third party shall first provide written Notice of Intent to Sell Stock to the Board and all the other Stockholders which shall include
the name of the proposed purchaser and the full terms and conditions of the proposed sale. The other Stockholders shall have thirty (30)
days from Notice of Intent To Sell Stock to give written Notice of Intent to Purchase Stock on the same terms and conditions as set forth
in the Notice of Intent to Sell Stock.
If no Stockholder
gives Notice of Intent to Purchase Stock within thirty (30) days, then the Stockholder may sell as set forth in the Notice of Intent to
Sell Stock provided that a majority of the remaining Stockholders approve the sale or transfer to the proposed third-party purchaser.
REDTONE
ASIA INC.
Corporation
By-Laws
Any purported
sale or transfer of shares of Stock in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void
and without effect.
Any potential
purchaser of shares of Stock in the Corporation Buyer shall be advised of the restrictions imposed by these By-Laws and Nevada law, including
but not limited to Chapters 78, 78A, and 90 of the Nevada Revised Statutes.
Section
16. Definition of Preferences, Privileges, and Rights of Classes of Shares. The Corporation is authorized to issue 2,000,000,000
Shares of Stock. There shall be one class of common stock in the Corporation.
Section
17. Catch-All-Provision: If or when the Board desires to take action that is not specifically permitted in these By-Laws, then
the authority of the Board shall be construed as broadly as reasonably possible to permit the Board to act in the best interests of the
Corporation.
REDTONE
ASIA INC.
Corporation
By-Laws
APPROVAL and ACCEPTANCE
The above By-Laws were adopted by the
Board as the By-Laws of said Corporation by a unanimous vote of the Stockholders and Board Members for the Corporation.
IN WITNESS WHEREOF, the Director and
Officers, and Stockholders of REDTone Asia, Inc. adopt these By-Laws.
Small Cap Compliance, LLC
Name: Rhonda Keaveney
Title: Custodian
April 24, 2019
Exhibit 4.1
STOCK PURCHASE
AND ESCROW AGREEMENT
FOR
REDTONE ASIA.
INC.
THIS STOCK PURCHASE AND ESCROW AGREEMENT
(this "Agreement") is made as of the day of August, 2021, by and among Bridgeview Capital
Partners LLC, Corporation domiciled in New York, (the "Seller"), and [Chongyi Yang
] , a corporation domiciled in China (the "Purchaser"). The Seller, the Purchaser are sometimes referred to as the Party and
collectively as the "Parties".
RECITALS
WHEREAS, Seller owns a
total of 1,700,000 shares of Convertible Series A Preferred Stock in Redtone Aisa, Inc., a Nevada corporation ("RTAS", the
"Company"), represented by stock certificate number 00I, and wishes to sell 1,700,000 of such shares (the "Preferred
Shares").
WHEREAS, the
Purchaser wishes to purchase all of the Preferred Shares for a total purchase price of $85 ,000 UDS (the "Purchase Price") based
on the following terms:
| | (a) | Purchaser will deposit $85,000 USO into the account of Seller; |
| | | |
| (b) | Seller will retain ownership of the Bridgeview Capital Partners LLC Convertible Note dated May 22,
2019 |
WHEREAS,
the Seller proposes to sell the Preferred Shares to the Purchaser on the terms set forth herein and Purchaser wishes to purchase the Preferred
Shares from the Seller on the terms set forth herein;
IN CONSIDERATION
of the promises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which arc hereby acknowledged, the parties agree as follows:
| 1. |
PURCHASE AND SALE AND CLOSING |
1.1
Conditions to Closing. It is agreed that all of the funds consisting of $85,000 of the Purchase
Price shall be remitted to the Seller and Preferred Shares shall be remitted to Purchaser as follows $40,000 upon signing, $25,000 in
30 days after signing and $20,000 in 90 days after signing. See Exhibit A for wire instructions.
1.2
Termination. In the event the sale and purchase of all of the Preferred Shares pursuant
to this Agreement is not completed on or before _December 31_2021 this Agreement shall terminate.
| 2. | REPRESENTATIONS AND WARRANTIES OF THE SELLER |
2.1
The Seller warrants, covenants, and represents to the Purchaser with the intention of inducing
the Purchaser to enter into this Agreement that:
(a)
The Seller represents and warrants that the Preferred Shares being sold pursuant to this Agreement
represent all of the shares ofRTAS Preferred Stock owned by the Seller.
(b)
Immediately prior to and at the Closing, the Seller has the legal right and authority to sell
the Preferred Shares to the Purchaser and on the Closing Date and Seller shall transfer the Preferred Shares to the Purchaser free and
clear of all liens, restrictions, covenants or adverse claims of any kind or character.
(c)
The Seller has the legal power and authority to execute and deliver this Agreement and all
other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby and
this Agreement has been validly executed by the Seller.
(d)
The Seller, during the past ninety (90) days, is a ten percent (10%) or greater shareholder
or an "affiliate" of RTAS, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as
amended (the "Securities Act").
(e)
To the best of Seller' knowledge, information and belief there are no circumstances that may result in any material adverse effect
to RTAS or the value ofthe Preferred Shares that are now in existence or may hereafter arise.
(f)
The Seller agrees to execute and deliver such other documents and to perform such other acts as shall
be necessary to effectuate the purposes of this Agreement.
| 3. | REPRESENTATIONS AND WARRANTIES OF THE PURCHASER |
3.1
The Purchaser represents and warrants to the Seller with the intention ofinducing the Seller
to enter into this Agreement that:
(a)
The Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby
contemplated and this Agreement has been validly executed by the Purchaser.
(b) The Purchaser is
acquiring the Preferred Shares as principal for the Purchaser's own account, for investment purposes only, and not with a view to,
or for, resale, distribution or fractionalization thereof, in
whole or in part, and no other person has a direct or indirect beneficial interest in the Preferred Shares.
4.1
The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they
fully understand the provisions of this Agreement.
4.2
Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars.
4.3
There are no representations, warranties, collateral agreements, or
conditions concerning the subject matter of this Agreement except as herein specified.
4.4 The
notice addresses of the Parties hereto are as follows:
4.5
Any action or proceeding seeking to enforce any provision of, or based on any right arising out of,
this Agreement may be brought against any of the parties in the courts of the State of Nevada located in
Clark County, Nevada, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in
any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding
sentence may be served on any party anywhere in the world.
4.6
The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale of the
Preferred Shares and shall continue in full force and effect for a period of one year.
4.7
This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together
constitute one and the same instrument.
4.8
Delivery of an executed copy of this Agreement by electronic, facsimile
transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date set forth on page one of this Agreement.
[Signature
page to follow.}
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of date written below.
| "SELLER" |
|
|
|
| Name: Bridgeview Capital Partners |
|
|
|
| Date: November 2021 |
|
| |
|
| |
|
| "PURCHASER" |
|
|
|
| Name: |
|
| |
|
| Date: November 2021 |
|
Exhibit 4.2
STOCK l'lJHCIIASE AGIU:r. ff - :NT 1 - '0ll ltrdlonr AJi:t Jnr. TIIIS STOCK PUHCIIASI · : AGIU:t::Mf. T (lhis "; grecrnent - ) is maJc as of lhe dJy of larch:?:?, 20:?3 b) ' and mnon!:! Chon yi 'ani: (lhc " Seller"). and Gfol,al A ,tt Opualion Group Ctl,, l.imilrd (lhc ··run:h:iscr"). The Seller. and 1hc l'urch:i s cr :m: so mclimc: s rcfcm:J 10 :1s the Party .ind colkcai, · cly as the "l'artics" . Rf.CITAtS 'llf.ltf.AS, Seller o,,ns a tolal ur 1,700,000 sh:m:s of Con, · crtihlc Series, Preferred Stock in Rrotunr Asi:1 Inc., a l':c 'ad::i curpora1ion (..RTAS'', the •·company") and wishes 10 sell l 05.000 of s uch shares (the "Sh;ucs"). The Sh:ircs will be issu""d as follows: • IOS.000 Shares in 1he name of Global Asset Operation Group Co.• LimitL"d 'IIF.JU:AS, the Purcha s L"r wishes to purchase all of the Shares for a toul purchase price of S30 , 000 USO (lhc - 1•urch:1sc Price"). WHEREAS. the Seller proposes 10 sell the Shares to the Purchaser on lhc tcnns s et forth hen:in and Purchaser ishcs 10 purchase lhi: Shares from the Seller on the 1cn11s set forth herein; IN CO Sll>EH.Al'JON of 1hc promises . rcprl.!scnt:itions. arrantic. - s . and cownants cont:1incJ herein :ind other ooJ and valuable con s ic.kralion. thc rcccipt :md sullicicncy of hi,h arc hereby ackno fcdged. lfu: parties agree as follo s: 1 I. PURCHASE AND SALE AND CLOSl G 1. Conditions lo Clnsin!! . It is agreed that all the funds cunsistin:: ofS30,000 of the Purchase l'ricc shall be rcmiued to the Seller and Sh:ir s shall be rcmittcJ to Purch:iscr upon closing. Sec Exhibit , - for wire instruclions . 2. Termination. In the C 'Cnl the s ale and purchase of .1II the Shan. - . s pursu:int to this Agreement is not completed on or before Jun.30.2023, lhis Agreement shall tL"nninah: . 2. UEl'ltf.SENTATIONS AND 'AIU{ANTIF.S or THE SEl.LF.R 1. The Seller warrants, co · cn:1nts, nnd represents to the Purch:iscr with the intention of inducing the Purch:is1. - r 10 enter into this Agreement that: (a) The Seller represents and warrants 1h:11 the Shares h c ing sohl pursuant 10 lhis , grt" :mcnt represent all of lhc shart - s of RT, S Preferred Stock owned by thl! Sclll!r.
(h) lmmcdintely prior 10 nnd at the Closing. lhc Seller has the leg •I right .mt.I authority 10 sell the Shares to the Purchaser and nn chc Closing f>atc nnJ Seller shall lran - .for 1hc Shares In llu: l'un:lmscr free and clear of liens, cncurnhranccs. pledge<;, claims. options. charges anJ asscssmenls of nny nohirc hatsnc, · er, with full right and lawful au1hori1y to transfrr the Shan:s 10 nuycr. Nu person has any r,rcemrtivc rights or rights of first rcfus.11 with n,·sp ·ct 10 nny or drc Shares. ·1 here l.'xists no voting Di_!rccmcn,t · , oting trust, nr outstanding proxy with rcspccl to any or the Shares. There on: no oulstanding rights, options, 11rrnnts, calls. commitments, or nny other agreements of any character. whether oral or wrinen. with rcspccl lo the Shares. (c) The Shares nrc not subject to any lien arising in connection with nny failure or alleged failure to pay tax . There is no rending, threatened, or proposed audits . assessmen 1 s or claims from any ta . x outhority for deficiencies, pen ;: illics, or interest wi 1 h respect to Seller that would : itTccl the Sh : ires . (d) Seller sh:ill provide Buyer with tnie nnd accurate copies of ;ill corporate l:,ooks and records rel3ling to the Company in Seller's possession or control. Seller docs nol ha 'c :iny actu31 knowledge of any liability or obligation of the Company other than is rcn - ch:d in said books and records. (e) The Seller rr .: presents ; ind warrants that Seller has made no agreements involving : my fet . 'S of any type &hat relate to this Agrccml . "nl : inti lh : it would involve 1 hc Duyer, includinf : but not limi 1 cd to broker's fee, finder's Ices or any similar compensation arr : ingcment . 2 (f) To the knowledge of the Seller, (i) there is no claim . lcg : 11 aclion . suit . arbitration . in, · cstigation or hearing . notice of claims or other lcg : il . n . d 111 i 11 istr . 1 tin : or £ 0 'emmcntal proceedings pending or, to the kno ledgi .: of the Sclkr . thrc : 1 tcncd against the Sell r or the Comp : iny : : ind (ii) &here is no continuing order, injunction . or dccC' . of any court, : irbitralor . or £ m·cmmcntal or . 1 dministrativc au 1 hori 1 y 10 hich the Seller or the Company is a party or to which it or any or its assets is subjc t . (g) The Seller has the legal power uml mllhority lo execute mu.I deliver this Agreement and all other <locumcnts required to be executed and delivered by the Sclkr hereundcr ancJ In consummate 1hc tmns::ictions conlemplatcJ hcrchy and this Agrccm nt has been ,·alidly cxcculcd hy 1he Seller. (h) The Seller, durin the past ninety ( 1 )0) days, has hccn a ten pcrccnl ( I 0%) or sreatcr sh:ireholdcr or an "ofliliate.. of RTAS, as thnl term is delined in Rut..: 1 - 14 promulgated under the United States Securities ; ct of 1933. as amended (the ··securities Act").
(il T,, lhc s, ,,f Seller' kn,,wledt!c, infnnn : llion 11ml bdicf, tlu.·rc arc nn cin:umstances that ma · n:suh in nny mnh:rial ndn·r. - ;i: effect 10 rrr , ,s or the 'aluc of 1hc Shares that arc now in e: ish:nce or muy h"·n.·.aOt.·r mis"·· li) The Seller agrees to cx" - cuh: nru..l dcli 'Cr uch 01hcr documi:nt s :rnd 10 perform such other acts as shnll he ncccs r) ' lo dfrctuntc the purposes of thi s , gn:cment. 3. REPRESENTATIO S AND WARHA TIES OF TIil - : l'l!HCIIASER 3 . 1 The Purchaser reprcscnts and ' : trrnnts to the Sdlcr with 1 he intention of inducing the Seller 10 enter intn thi s Agn . - cment that : (a) ll1e Pun:h:iser a s the legal power and authority to CXl - CUtc and dcli 'cr this Agreement :md to consummate the tr:msactions he hy conti:mplateJ mid this Agreement has been 'alidly cM. - cuh:J h · 1hc Pun:h:iser. (bl l11c Purchaser is acquiring the S hares us principal for the Purchn s "·r"s O ll account 4 for in, · cstmenl puq,,,sc s only. and m1t with :1 view I , or li.ir. n: s alc. distrihution M frae1ionaliZ!ltion thereof. in wlmlc lr in part. and nn ocher person ha s a direct l,r . inJirccl benclicial interest in the Shan:s. - &. IISCELLA ! "' EOUS 1. The panics herctll acknowkdge that lhcy have ubtained independent kgal advice with respect to this Agrc . - cmcnt : ind acknowledge that thi . !y fully understand the provi s ions lf this A n : emcnt . 2. Unless otherwise provided . all d o llar amount s rcfcrri : d to in this : rccmcnt arc in Unitc : d States Dollars . - t3 Then: arc: no representations. 'arramics. coll: 1 t1:r:1l ;1gn:i:ments. o r condition s concerning 1hc subjccl matter of this Agreement except a s 111:rdn spcci lied . 3 4. - 1 The notice addresses of the Partie s hereto arc a s follows: Seller: Chongyi Yang Room 1607. No. 1038, West Nanjing Ro:lll, Sh ; mghai. China Purchaser: Global As s et Opcmtion Group C o.• Limited Room 2408, Bl o ck B. Sun s hine Science aml Technol o g y P ; trk , Nunshan Disrricr. Slu.·nzl11:n 4.5 Any action ur proceeding seeking 10 enforce any prn 'i: - ion nf . or h;1sed on any right arising out of, this Agreement may he hrnught •gain s t :my uf thl! p:irtil! s in th ! courts of the State of Nevada located in Clark County, Ncv ida. nml c;u:h of the partie s con s ent s to the
jurisdiction ur such courts (nnd uf lhc appropriate nppcllatc courts) in any such action or proCl"C<ling 111,tl waives nny ohjcctinn to venue luid therein. Process in :my net ion or proceeding rdcm:d to in the preceding scrucncc may he served un any party onywltcrc in the Orld. 6. The representations and wnrra111ics of the parties contained in this Agreement shall sun·i 'c the closing of 1hc purchase and s.1lc of the Shares and shall continue in full force and cfTect for a period of one year. 7. This Agreement may be executed in sevcrnl counterparts , each of which will he deemed lo be an original and all of which will together constilutc one and lhc same instrument. 8. Delivery of an executed copy of this Agreement by elcclronic , facsimile transmission or other means of electronic communication cap:thlc of producing a prinh:d copy will be deemed to he execution and delivery of this Agreemcnl as of the date set forth on page one of this Agreement. (Signat11rc: p11g,• to folluw.J 4
IN WITNESS WI IEREOF. the p;mies hereto hu · c cxccutcd lhi,; Agreement ns or dale Tincn hdow. ..SELl.1 - :lt" Name: Chungyi 'nn n:uc: fay 22. 2023 "PURCIIASER" s
1:x11111n ,, w11u: · TIU CTIO S , ccoun N a me : , llA: 6
Exhibit 4.3
Case Number: A - 19 - 791449 - P Electronically Filed 4/23/2019 12:11 PM Steven D. Grierson CLERK OF THE COURT
1 2 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 "" jCE RTIFICATE OF SERVICE 11 I hereby certify that on the 'li'ttay ofApril, 2019, I served a true and complete copy of the foregoin 3 NOTICE OF ENTRY OF ORDER by placing a copy of the same in the United States Mail, postage fully prepai 4 addressed to the following: Redtone Asia, Inc. c/o Vcorp Services, LLC 701 S. Carson Street, Suite 200 Carson City, NV 89701 Officers and Directors Redtone Asia, Inc. 12 th Floor, Hualin Building, Caoxi Road Xuhui District, Shanghai 200235 China Action Stock Transfer Attn: Justeene Blankenship 2469 E. Fort Union Blvd., Suite 214 Salt Lake City, UT 84121 Officers and Directors Redtone Asia, Inc. Suites 22 - 30, 5 th Floor, 101 Business Park Puchong, Selangor Malaysia 47100 Officers and Directors Redtone Asia, Inc. Suite A 15F, Sanhe Plaza No. 121, Yanping Road Jingan District, Shanghai 200042 China - 2 -
1 2 3 4 5 6 7 8 9 10 11 13 14 15 16 18 21 22 25 26 27 28 ORDR PETER L. CHASEY, ESQ. Nevada Bar No. 007650 CHASEY LAW OFFICES 3295 N. Fort Apache Road, Suite 110 Las Vegas, Nevada 89129 Tel: (702) 233 - 0393 Fax: (702) 233 - 2107 email: peter@chaseylaw.com Attorney for Petitioner SMALL CAP COMPLIANCE, LLC EIGHTH JUDICIAL DISTRICT COURT CLARK COUNTY, NEVADA In the Matter of 12 REDTONE ASIA, INC., a Nevada Corporation, 17 Appointment of Custodian for REDTONE ASIA, INC., proper notice having been given to the officers 19 and good cause appearing, 20 23 ASIA, INC. 24 THE COURT, having considered Petitioner, SMALL CAP COMPLIANCE, LLC's Application for and directors of REDTONE ASIA, INC. pursuant to NRS 78. 750(2), no opposition having been received, 1. 2. ) CASE NO.: ) DEPT NO.: ) ) ) ) ) ) IT IS ORDERED, ADJUDGED AND DECREED that: Electronically Filed 4/23/2019 11:46 AM Steven D. Grierson OAUPl'l·:t'1.ol.....,,..._, A - 19 - 791449 - P XXXII ORDER APPOINTING CUSTODIAN [NRS 78.347(1){6)] Petitioner SMALL CAP COMPLIANCE, LLC is hereby appointed custodian of REDTONE SMALL CAP COMPLIANCE, LLC is hereby authorized to take all reasonable and prudent actions on behalf of REDTONE ASIA, INC. including but not limited to appointing interim officers and directors, negotiating and compromising debt, executing contracts and other agreements, initiating - 1 - Case Number: A - 19 - 791449 - P
1 2 authorizing new classes of stock. 3 4 litigation in the name of REDTONE ASIA, INC. authorizing and issuing new shares of stock, and 3. SMALL CAP COMPLIANCE, LLC shall reinstate REDTONE ASIA, INC. with the Nevada 5 Secretary of State. 6 7 record of a Special Meeting of the stockholders to be held within a reasonable time after this Order 8 9 10 11 12 13 14 15 16 statements: 17 18 19 20 21 22 23 24 25 26 27 28 is entered. to cooperate with SMALL CAP COMPLIANCE, LLC concerning the shareholder list for REDTONE ASIA, INC. 4. 5. 6. SMALL CAP COMPLIANCE, LLC shall provide reasonable notice to all shareholders of The record transfer agent for REDTONE ASIA, INC. is hereby authorized and directed SMALL CAP COMPLIANCE, LLC shall file an amendment to the Articles of Incorporation for REDTONE ASIA, INC. with the Nevada Secretary of State containing the following disclosures and (a) (b) (c) (d) Disclosures of any previous criminal, administrative, civil or National Association of Securities Dealers, Inc . , or Securities and Exchange Commission investigations, violations, or convictions concerning SMALL CAP COMPLIANCE, LLC, or its affiliates or subsidiaries . 'A statement that reasonable, but ultimately unsuccessful, attempts were made to contact the officers or directors of the corporation to request that REDTONE ASIA, INC . comply with Chapter 78 of the Nevada Revised Statutes . A statement that as Custodian, SMALL CAP COMPLIANCE, LLC, is authorized to continue the business of REDTONE ASIA, INC . for the benefit of the corporation and its shareholders . (e) A statement that SMALL CAP COMPLIANCE, LLC willreinstate REDTONE ASIA, INc.'s charter to do business in the State of Nevada. Any other information as may be required by regulations promulgated by th Nevada Secretary of State. - 2 -
1 4 5 6 7 8 9 13 7. SMALL CAP COMPLIANCE, LLC, as custodian of REDTONE ASIA, INC. shall submit 2 report to this Court of the actions taken by the custodian every three (3) months while th 3 custodianship remains active. IT IS SO ORDERED. Dated this day of 4/_. 10 11 12 Respectfully Submitted by: , 2019. DISTRICT COURT JUDGE CHASEY LAW OFFICES 16 17 18 20 21 22 23 24 25 26 27 28 Peter L. Cha ey, Es . Nevad J:,N . 07650 3295 N. Fort Apache Rd., Ste. 110 Las Vegas, NV 89129 (702) 233 - 0393 19 Attorney for Petitioner SMALL CAP COMPLIANCE, LLC - 3 -
Case Number: A - 19 - 791449 - P Electronically Filed 8/14/2019 11:08 AM Steven D. Grierson CLERK OF THE COURT
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CERTIFICATE OF SERVICE • J.,112 I hereby certify that on the _I _ day of August, 2019, I served a true and complete copy of th foregoing NOTICE OF ENTRY OF ORDER by placing a copy of the same in the United States Mail, postage fully prepaid addressed to the following: Redtone Asia, Inc. c/o Vcorp Services, LLC 701 S. Carson Street, Suite 200 Carson City, NV 89701 Officers and Directors Redtone Asia, Inc. Suite A lSF, Sanhe Plaza No. 121, Yanping Road Jingan District, Shanghai 200042 China Officers and Directors Redtone Asia, Inc. Suites 22 - 30, 5 th Floor, 101 Business Park Puchong, Selangor Malaysia 47100 Action Stock Transfer Attn: Justeene Blankenship 2469 E. Fort Union Blvd., Suite 214 Salt Lake City, UT 84121 - 2 -
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Custodian SMALL CAP COMPLIANCE, LLC's Motion to Discharge Custodian came on for 17 18 19 20 21 behalf of REDTONE ASIA, INC. are hereby approved, 22 23 24 Nevada Corporation known as REDTONE ASIA, INC. is hereby terminated, 25 26 27 28 ORDR PETER L CHASEY, ESQ. Nevada Bar No. 007650 CHASEY LAW OFFICES 3295 N. Fort Apache Road, Suite 110 Las Vegas, Nevada 89129 Tel: (702} 233 - 0393 Fax: (702) 233 - 2107 email: peter@chaseylaw.com Attorney for Petitioner SMALL CAP COMPLIANCE, LLC EIGHTH JUDICIAL DISTRICT COURT CLARK COUNTY, NEVADA In the Matter of REDTONE ASIA, INC., a Nevada Corporation, ) CASE NO.: ) DEPT NO.: ) ) ) ) ORDER DISCHARGING CUSTODIAN Electronically Filed 8/13/2019 12:24 PM Steven D. Grierson o•u """""..,,..., A - 19 - 791449 - P XXXII hearing before the above Court and, having considered the motion, and good cause appearing, this Court orders and decrees as follows: IT IS HEREBY ORDERED that the actions taken by Custodian SMALL CAP COMPLIANCE, LLC on IT IS FURTHER ORDERED that the SMALL CAP COMPLIANCE, LLC's Custodianship of the Ill Ill - 1 - Case Number: A - 19 - 791449 - P
1 4 5 6 7 8 9 10 11 15 2 as Custodian of the Nevada Corporation known as REDTONE ASIA, INC. 3 12 CHASEY LAW OFFICES . - ---- ·· -- " ... - 13 14 Peter L. C sey , Esq. 16 17 18 19 20 21 22 23 24 25 26 27 28 rT IS FURTHER ORDERED that Custodian SMALL CAP COMPLIANCE, LLC is hereby discharged IT IS SO ORDERED. Dated this _L_ 1 day of /< r L y ' - ----- '' 2019. / . f - - - DISTRICT COURT JUDGE Respectfully Submitted by: Nevada o. 07650 3295 N. Fort Apache Rd., Ste. 110 Las Vegas, NV 89129 (702} 233 - 0393 Attorney for Petitioner SMALL CAP COMPLIANCE, LLC - 2 -
Exhibit 4.4
REDTONEASIA, INC. Unanimous Written Consent Of Board of
Directors In Lieu of Special Meeting
The undersigned, being the Board of Directors of Redtone Asia,
Inc., a Nevada Corporation (the “Corporation”), hereby waives the calling or holding of a meeting of the Board of Directors
of the Corporation (the “Board”), consents in writing as of this 15th day of November 2021 to the following actions and directs
that this unanimous written consent be filed by the Corporation’s Secretary with the minutes of proceedings of the Board.
WHEREAS, the Corporation desires to appoint Mr Chongyi Yang
as its President, CEO, Treasurer, Secretary and Director.
Now therefore,
FURTHER RESOLVED, the Corporation shall accept the appointment
of Mr. Chongyi Yang as its sole officer and director, effective as of November 15th 2021.
FURTHER RESOLVED, the Board of Directors of the Corporation
be and hereby is authorized, empowered and directed to take any and all actions and to execute, deliver and file any and all agreements,
instruments and documents as the Board of Directors so acting shall determine to be necessary or appropriate to consummate the transactions
contemplated by the foregoing resolution. The taking of such action shall be conclusive evidence that the same was deemed to be necessary
or appropriate and was authorized hereby.
IN
WITNESS WHEREOF, the undersigned being the Board of Directors of Redtone Asia, Inc., has executed this Consent as of the day and year
first written above.
/s/ Michael Dobbs
Micheal Dobbs
Exhibit 4.5
1111111111111111111111Hill11 1111111111 •1so103• BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) Filed in the office of Document Number /( . 20190249492 - 12 Barbara K. Cegavske F ilin g Date and Time 06/10/2019 10:32 AM Secretary of State State of Nevada Entity Number C320 - 2005 USEBLACK INK ONLY• DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USEONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78 . 1955) 1. Name of corporation: i I Redtone Asia, Inc. 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. BE IT RESOLVED, the Corporation shall amend its Articles of Incorporation to authorize 5,000,000 shares of Preferred Stock. ?AQ oa e., $. 0Dl FURTHER RESOLVED, the Corporation shall amend its Articles of Incorporation to designate 2,000,000 • shares as Series A Preferred Stock with a par value of $.001 FURTHER RESOLVED, one (I) share of the Convertible Series A Preferred Stock shall be . converted into one thousand (1,000) shares of common stock of the Corporation and entitled to one thousand (1,000) votes of common stock for every one (I) share of Convertible Series A Preferred Stock owned. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends. 3 . Effective date of filing: (optional) (must not be later than 90 days after the certificate is filed) 4. Signature: (required) X Signature of Officer FIiing Fee: $175.00 IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate tees. Neva<fa Secretary ofStateStod< Deslgnatlon Revised: 1 - 5 - 15
CERTIFICATE OF
DESIGNATION
OF
CONVERTIBLE PREFERRED SERIES A STOCK
FOR
REDTONE ASIA, INC.
It
is hereby certified that:
1.
The name of the Corporation is Redtone Asia, Inc., [hereinafter
called the "Corporation"].
2.
The Certificate of Incorporation,
as amended, of the Corporation authorizes the issuance of
5,000,000 (Five Million) shares of Preferred Stock, $.00I par value,
and expressly vests in the Board of Directors
of the Corporation the authority provided therein to
issue any or all of said shares in one or more series and by
resolution or resolutions, the designation,
number, full or limited voting
powers, or the
denial of voting powers, preferences and relative, participating,
optional, and other special rights and the qualifications, limitations, restrictions,
and other distinguishing characteristics of each series
to be issued.
3.
The Board of Directors
of the Corporation, pursuant to the
authority expressly vested in it as aforesaid,
has adopted the following resolutions creating a Convertible Preferred
Series A Stock issue
of Preferred Stock:
"RESOLVED,
that the Board of Directors
hereby fixes and determines the designation of
the number of shares and the rights, preferences, privileges and
restrictions relating to the Convertible
Preferred Series A Stock, as follows:
(a)
Designation. The series of Preferred
Stock created hereby shall
be designated the Convertible Preferred
Series A Stock (the "Preferred Series A Stock"].
(b) Authorized Shares. The number of authorized shares of Preferred Series A Stock shall be 2,000,000 (Two Million) shares.
(c)
Liquidation Rights. In
the event of any liquidation,
dissolution or winding up of the Corporation,
either voluntary or involuntary, after setting apart or paying
in full the preferential amounts due to Holders of
senior capital stock, if any, the Holders
of Preferred Series A Stock
and parity capital stock, if any, shall be entitled to receive,
prior and in preference to any distribution of any of the assets
or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $.00I
per share [the "Liquidation Preference"].
If upon such liquidation, dissolution
or winding up of the Corporation, the assets of the Corporation
available for distribution to the Holders of the
Preferred Series A Stock and parity capital stock, if any, shall be insufficient to permit in
full the payment of the Liquidation
Preference, then all such assets of the Corporation shall
be distributed ratably among
the Holders of the Preferred Series A
Stock and parity capital stock,
if any. Neither the
consolidation or merger of
the Corporation nor the sale, lease or transfer by the Corporation
of all or a part of its assets
shall be deemed a liquidation,
dissolution or winding up of the Corporation
for purposes of this Section (c).
(d) Dividends. The Preferred Series A Stock is not entitled to receive any dividends in any amount during which such shares are outstanding.
(e) Conversion Rights. Each share of Preferred Series A Stock shall be convertible, at the option of the Holder, into 1,000 (One Thousand) fully paid and non-assessable shares of the Corporation's Common Stock. The foregoing conversion calculation shall be hereinafter referred to as the "Conversion Ratio."
(i)
Conversion Procedure. Upon written notice to
the Holder, the Holder
shall effect conversions by surrendering the certificate(s) representing
the Preferred Series A Stock to be converted to the Corporation,
together with a form of conversion
notice satisfactory to the Corporation, which shall be irrevocable.
Not later than five
[5] business days after the conversion date,
the Corporation will deliver to the Holder, (i)
a certificate or certificates, which shall be subject
to restrictive legends, representing the number of shares of Common Stock being acquired upon the
conversion; provided, however, that the Corporation shall not
be obligated to issue such
certificates until the Preferred Series A Stock is delivered to the Corporation.
If the Corporation does not
deliver such certificate(s) by the date required under this paragraph
(e) (i), the Holder shall be entitled by written notice
to the Corporation at any time on
or before receipt of such certificate(s),
to receive I00 Preferred
Series A Stock shares for every week the
Corporations fails to deliver Common Stock to the Holder.
(ii)
Adjustments on Stock Splits. Dividends and Distributions. If the
Corporation, at any time while any Preferred Series A Stock is outstanding,
(a) shall pay a stock dividend or otherwise make a distribution
or distributions on shares of its
Common Stock payable in shares of
its capital stock [whether payable in
shares of its Common Stock or of
capital stock of any class], (b) subdivide outstanding shares of
Common Stock into a larger number of
shares, (c) combine outstanding shares of Common Stock into a
smaller number of shares, or
(d) issue reclassification of shares of Common Stock for any shares of capital
stock of the Corporation, the Conversion Ratio shall be adjusted
by multiplying the number of shares of Common Stock issuable
by a fraction of which the numerator
shall be the number of shares of Common Stock of the
Corporation outstanding after such event and of which the denominator
shall be the number of shares of Common Stock outstanding
before such event. Any adjustment made pursuant to this paragraph (e)(iii) shall become effective
immediately after the record
date for the determination of stockholders entitled to receive
such dividend or distribution
and shall become effective
immediately
after the effective date in
the case of a subdivision, combination or reclassification. Whenever
the Conversion Ratio is
adjusted pursuant to this
paragraph, the Corporation shall
promptly mail to the Holder a notice
setting forth the Conversion Ratio after such
adjustment and setting forth a brief statement
of the facts requiring such
adjustment.
(iii)
Adjustments on Reclassifications, Consolidationsand Mergers.
In case of reclassification of
the Common Stock, any consolidation or merger of the Corporation
with or into another person,
the sale or transfer of all
or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which the
Common Stock is converted
into other securities,
cash or property, then each Holder of Preferred Series A Stock
then outstanding shall have the right thereafter
to convert such Preferred Series
A Stock only into the shares of stock and other securities and
property receivable upon or deemed to
be held by Holders of Common Stock following such reclassification,
consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to
receive such amount of securities or property as the shares of the
Common Stock into which such
Preferred Series A Stock could have been converted immediately
prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been entitled. The terms of any such
consolidation, merger, sale, transfer
or share exchange shall include such
terms so as to continue to give to the
Holder the right to receive
the securities or property set
forth in this paragraph (e)(iv)
upon any conversion following
such consolidation, merger, sale, transfer or share exchange. This provision
shall similarly apply to successive reclassifications,
consolidations, mergers, sales, transfers or share exchanges.
(iv)
Fractional Shares; Issuance Expenses. Upon a conversion of Preferred Series
A Stock, the Corporation shall not be required to
issue stock certificates representing fractions of shares
of Common Stock, but shall issue that
number of shares of Common Stock rounded to
the nearest whole number. The issuance
of certificates for shares of Common Stock on conversion of Preferred Class A Stock shall be
made without charge to the Holder for any documentary stamp or
similar taxes that may be
payable in respect of the issue or
delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance
and delivery of any such certificate upon conversion in a name
other than that of the Holder,
and the Corporation shall not
be required to issue or deliver
such certificates unless or until
the person or persons requesting the issuance thereof
shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction
of the Corporation that such tax has been paid.
(f)
Voting Rights. Except as
otherwise expressly provided herein or as required by law, the
Holders of shares of Preferred Series A Stock shall be entitled to vote
on any and all matters considered and voted upon by the Corporation's Common Stock. The Holders of the
Preferred Series A Stock shall be entitled
to 1,000 (One Thousand) votes
per share of Preferred Series
A Stock.
(g)
Reservation of Shares of Common Stock. The Corporation covenants that
it will at all times reserve and
keep available out of its
authorized and unissued Common Stock solely for the purpose of issuance
upon conversion of Preferred Series A Stock as herein provided,
free from preemptive rights or any other actual contingent purchase
rights of persons other than the Holders of
Preferred Class A Stock, such
number of shares of Common Stock as shall be
issuable upon the conversion of the outstanding
Preferred Series A Stock. If at any
time the number of authorized but unissued shares of Common Stock
shall not be sufficient to
effect the conversion of all outstanding
Preferred Series A Stock, the Corporation will take such corporate action necessary to
increase its authorized shares of Common Stock to such number
as shall be sufficient for
such purpose. The Corporation covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly and
validly authorized, issued and fully paid and non
assessable.
IN
WITNESS WHEREOF, on this 22nd day of
May 2019, said Redtone Asia,
Inc., has caused
this Certificate to be signed by
Small Cap Compliance, LLC, it's Custodian.
National Graphite Corp.
By: /s/ Rhonda
Keaveney
Rhonda
Keaveney, Managing Member
Small Cap Compliance, LLC
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