UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) April 8, 2019


STAR WEALTH GROUP INC.

 (Exact name of registrant as specified in its charter)


Nevada

333-200675

36-4817186

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

903 Dannies Hse

20 Luard Rd

Wan Chai

Hong Kong

 (Address of Principal Executive Offices)


+852 6519 7111

 (Registrant’s telephone number, including area code)



None

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 Entry Into Material Definitive Agreement.

Item 5.01 Change in Control of Registrant.

Item 9.01. Exhibits.


On April 8, 2019, Star Wealth Group Inc. (the “Company”) and Smart Mate Limited, the Company’s largest shareholder (Smart Mate”), entered into a Loan Conversion Agreement pursuant to which Smart Mate converted its outstanding loans to the Company in exchange for common stock of the Company. On April 8, 2019, a total of $97,559 was owed to the Smart Mate by the Company (which includes loan amounts owed to an affiliate of Smart Mate which were assigned to Smart Mate prior to the conversion). Pursuant to the Loan Conversion Agreement, Smart Mate discharged the loan amount in exchange for receiving 19,511,800  shares of common stock of the Company. The Loan Conversion Agreement is attached hereto as Exhibit 10.5. The descriptions of the Loan Conversion Agreement are not complete, and are qualified in their entirety by reference to the respective agreements which are filed as exhibits hereto and incorporated herein.


After giving effect to the above described transaction, a total of 49,248,800 shares of common stock will be issued and outstanding and the following table lists, as of the date of this report, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.


Name of  
Beneficial Owner

 

Amount and Nature of Beneficial Owner

 

 

Percent of Class

 

 

Officers and Directors

 

 

 

 

 

 

 

Bum Chul Kim

 

 

0

 

 

 

0

%

All officers and directors as a group (1 individual)

 

 

0

 

 

 

0

%

 

 

 

 

 

 

 

 

 

Greater than 10% Shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Smart Mate Limited(1)

 

 

38,709,400

 

 

 

78.60

%

R24 Flat C 5/F

Wah Mow Factory Building

5-7 Ng Fong Street

San Po Kang

Kowloon, Hong Kong

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



(1)

Tee Kiew Ong and Yik Kei Ong may be deemed the control parties of the shareholder. The two parties are siblings.


Exhibit

Description

10.5

Loan Conversion Agreement dated April 8, 2019 by and between Smart Mate

Limited and Star Wealth Group Corp.



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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



STAR WEALTH GROUP INC.

(Registrant)



/s/ Bum Chul Kim

Bum Chul Kim

Chief Executive Officer



Date: April 18, 2017






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Exhibit 10.5


LOAN CONVERSION AGREEMENT


This Loan Conversion Agreement (“Agreement”) is made and entered into this the 8th day of April 2019 (“ Effective Date ”) by and between Star Wealth Group Inc ., a Nevada company (the “ Company ”), Yik Kei Ong (“Ong”) and Smart Mate Limited, a Seychelles company (“ Lender ”).

*W I T N E S S E T H *


WHEREAS , as of the date hereof, Lender is the holder of a loan to the Company in the amount of  Ninety Seven Thousand, Five Hundred and Fifty Nine Dollars ($97,559) USD as set forth on the attached schedule) (“ Loan ”), the receipt of which is hereby acknowledged by the Company,


WHEREAS , all or part or all of the Loan was assigned by Ong to Lender,


WHEREAS , the parties desire to fully discharge the Loan by issuing common stock of the Company in full satisfaction thereof,


NOW THEREFORE , in consideration of the mutual covenants, terms and conditions contained herein, the parties do hereby covenant, warrant and agree as follows:


ARTICLE I

LOAN AND DISCHARGE


1.01. Loan . The parties do hereby acknowledge that as of the date hereof the Loan is due and outstanding in favor of Lender.


1.03. Discharge of Loan . The parties hereby agree that in full and final discharge of the Loan, the Company shall issue to Lender a total of 19,511,800 shares of common stock of the Company (“ Common Stock ”) (with an approximate effective value of $0.005 per share).  The discharge of the Loan shall be effective as of the Effective Date, however, it is subject to Lender’s receipt of the Common Stock. Accordingly, upon receipt of such Common Stock, Lender and Ong, jointly and severally, hereby forever waive and discharge any and all claims, demands and actions with respect to the Loan, including accrued and unpaid interest thereon.


ARTICLE II

REPRESENTATIONS AN WARRANTIES OF COMPANY


As of the date hereof, the Company hereby represents and warrants to Lender as follows:


(i).   Good Standing .  The Company is duly organized, validly existing and in good standing under the laws of the state where it is incorporated and in other jurisdictions where it conducts business, and there are no subsidiaries of the Company.


( ii).   Corporate Authority .  The Company has (or will have when issued) full corporate power and authority to execute and deliver this Agreement and the Common Stock. Each of this forgoing instruments have been (or will be when issued) duly authorized, executed and delivered on behalf of the Company and constitutes valid and binding agreements of the Company, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (b) as limited by equitable principles generally.  The consummation of the transactions contemplated herein and the fulfillment of the terms herein will not result in a breach of any of the terms or provisions of the Company's Certificate of Incorporation or by-laws.



ARTICLE III

REPRESENTATIONS AND WARRANTIES AND

ACKNOWLEDGMENTS BY LENDER


3.01.  As of the date hereof, Lender hereby represents and warrants to the Company as follows:


(i).   Securities . The securities issuable hereunder (“Securities”) are being acquired for his own account and not as nominee for any other party, for investment purposes and not with a view to any resale or distribution thereof.


(ii).   Corporate Information . It has received all information which he considers necessary or appropriate for deciding to make an investment in the Company as contemplated herein.


(iii). Accredited Investor . It is an “accredited investor” as defined under Regulation D promulgated under the Act.


3.02.   Acknowledgments .  Lender acknowledges and understands that:


(i).  The Securities are being acquired in a transaction which is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and that it understands that such securities are illiquid, may be required to be held indefinitely, unless registration is available, including Rule 144 under the Act, and that they must, accordingly, bear the economic risk of its investment for an indefinite period of time,


(ii).  The Company has a limited financial and operating history; the investment contemplated hereby is speculative and involves a high degree of risk,


(iii).  There are substantial restrictions on the transferability of the Securities; there will be no public market for an investment in the Securities; the undersigned may not be able to avail himself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Act with respect to the resale of an investment in the Securities; and, accordingly, he may have to hold such investment indefinitely and that it may not be possible for him to liquidate his investment in the Securities,


(iv).  The respective certificates or instrument evidencing the Securities will bear the following restrictive legend, and


“The securities represented by this certificate have not been registered under the Untied States Securities Act of 1933, as amended (the “Act”) or any state securities law.  These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of (I) an effective registration statement with respect to the shares under the Act, and any other applicable state law or any opinion of counsel satisfactory to the Company that such registration is not required, or (ii) an opinion of counsel satisfactory to the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is otherwise in compliance with the applicable securities laws.”



ARTICLE IV

ENTIRE AGREEMENT, MODIFICATION, WAIVER AND HEADINGS


4.01.   Entire Agreement; Modification .  This Agreement, including the exhibits and schedules, constitute the entire agreement between the parties hereto pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the parties, written or otherwise.  No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.


4.02.   Headings .  Section captions or headings are included herein for convenience purposes only and are not to be construed as an accurate description of the contents therein.


4.03.   Incorporation by Reference .  The recitals, exhibits, schedules and documents referred to in this Agreement are incorporated herein for all purposes.


4.04.   Multiple Counterpart Execution; Governing Law .  This Agreement may be executed in multiple counterparts, which each counterpart constituting a binding agreement between the signatory parties, and with all such counterparts constituting an integrated document.  This Agreement shall be construed and governed by the laws of the State of Nevada


4.05.   Survival of Representations and Warranties .  All representations, warranties, and covenants made by the parties herein shall survive the execution of this Agreement and shall be forever enforceable.


4.06.   Severability .  If any provision of this Agreement is invalid, illegal or enforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.



IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Effective Date.


COMPANY

Star Wealth Group Inc..


/s/ Bum Chul Kim

Bum Chul Kim

Chief Executive Officer


Lender

Smart Mate Limited


/s/ Tee Kiew Ong

Tee Kiew Ong

Director


Ong


/s/ Yik Kei Ong

Yik Kei Ong


 




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