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

 

Wellness Matrix Group, Inc.
(Fka Fuhuiyuan International Holdings, Limited)
( Exact name of registrant as specified in its charter )

 

 

 

Nevada   N/A

( State of other jurisdiction of

incorporation or organization )

 

( IRS Employer

Identification No.)

 

17011 Beach Blvd. 9th Floor, Huntington Beach, CA 92647

( Address of Principal Executive Office )   ( Zip Code )

 

310.990.0336

(Registrant’s telephone number, including area code)

 

Barry Migliorini

17011 Beach Blvd 9th Floor

Huntington Beach, CA 92647

(310) 990-0336

wellnessmatrixgroup@gmail.com

(Name, address and telephone number of agent for service)

 

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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a smaller reporting company)   Emerging growth company x

 

 

 

     

 

 

WELLNESS MATRIX GROUP, INC.

(Fka Fuhuiyuan International Holdings, Limited)

 

INDEX TO FORM 10

 

Description     Page
       
Item 1. Business   3
       
Item 1A. Risk Factors   6
       
Item 2. Financial Information   10
       
Item 3. Properties   12
       
Item 4. Security Ownership of Certain Beneficial Owners and Management   12
       
Item 5. Directors and Executive Officers   13
       
Item 6. Executive Compensation   13
       
Item 7. Certain Relationship and Related Transactions, and Director Independence   14
       
Item 8. Legal Proceedings   14
       
Item 9. Market Price and Dividends on the Registrant’s Common Stock and Related Stockholder Matters   14
       
Item 10. Recent Sale of Unregistered Securities   14
       
Item 11. Description of Registrant’s Securities to be Registered   14
       
Item 12. Indemnification of Directors and Officers   1 6
       
Item 13. Financial Statements and Supplementary Data   17
       
Item 14. Changes in and Disagreements with Accountants and Accounting and Financial Disclosure   28
       
Item 15. Financial Statements and Exhibits   28

 

 

 

  2  

 

 

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” and “our company” refer to Wellness Matrix Group, Inc. a Nevada corporation, formerly Fuhuiyuan International Holdings Limited.

 

Item 1. Business

 

(a) Business Development

 

The Company was incorporated on December 8, 2009 under the laws of the State of Nevada as K West Investment International Ltd. Our fiscal year end is April 30. On August 15, 2013, the Company entered into a share exchange agreement with Fuhuiyuan International Group (Holdings) Limited. The target company was a newly formed trading company. On January 1, 2014, the Company sold one of its subsidiaries, K West Investments & Development, Inc.

 

In 2015, the Company focused on providing cable hardware solutions and systems for a related party. The plan was to provide the upgraded hardware and software needed to bring acquired cable operators to meet today’s standards and to make the collective whole attractive for a buyout by a major cable operator in the US looking to buy customers.

 

In 2017, the Company explored a joint venture to create a gold/copper mining operation in its subsidiary. The operation was not able to get funded to acquire the mines, and by 2018 this plan was abandoned.

 

On May 22, 2018 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 custodial with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock and authorize new classes of stock.

 

Small Cap Compliance, LLC performed the following actions in its capacity as custodian:

 

  · funded all expenses of the company including paying off all outstanding liabilities.
  · brought the Company back in compliance with the Nevada Secretary of State, resident agent, transfer agent, OTC Markets Group
  · brought in and paid for accounting professionals as well as securities counsel

 

Small Cap Compliance, LLC received $26,000 from an investor on behalf of the Company in connection with performing its role as custodian of the Company and paying Company debt.

 

 

 

  3  

 

 

On May 23, 2018, Rhonda Keaveney was appointed officer and director, Ms. Keaveney is owner of Small Cap Compliance, LLC. She resigned all positions on June 29, 2018.

 

On June 1, 2018, the Company acquired Wellness Matrix Company (the “Subsidiary”). This acquisition was made by the issuance of shares at a one for one conversion rate with the existing shareholders of the Subsidiary. The business purpose of the Subsidiary is to develop and implement the most advanced technologies available to provide advanced healthcare and to provide state of the art systems and platforms to allow customers to have access to the most secure data storage and records security available. As a result of the acquisition, the controlling shareholder was changed to DAC Industries, LLC.

 

On June 19, 2018, Barry Migliorini was appointed the Company’s sole officer and director.

 

On June 20, 2018, the Board approved the name change to Wellness Matrix Group, Inc. and filed an amendment to its articles of incorporation with the state of Nevada.

  

(b) Business of Issuer

 

As of the date hereof, the Company is reliant on its business plan. The business plan of the Company is to develop technologically advanced healthcare models in a Virtual Reality/AR Creative Artificial Intelligence (CAI) Platform by fully integrating the health & wellness industry networks and program tools. The plan is to have the Wellness Matrix Group brand be defined by its offering of the “Best of the Best” Doctors and Methodologies with genome analysis, monitoring and predictive modeling simulation providing a state of the art Wellness Program for Quality of Life Longevity. Subject to available capital, the Company intends to develop relationships, joint ventures of the following items:

 

· Informational health website
· Provide education and marketing systems solutions for medical providers
· To provide wellness education and marketing system for medical providers in US
· To build an Artificial Intelligence Medical system platform:
· Futuristic Medical clinics, robotics
· MANU the AI bot to answer medical questions, connect you with a Doctor, Nurse or medical billing matters
· Virtual Reality 3D world, utilizing AI & AR
· Create interactive VR environments for patient-Dr relations and global education
· To incorporate blockchain medical record ICO technology to protect patient data
· To incorporate and implement medical billing and gold backed cryptocurrency for patient record tracking with Supera BioMetrics Identification

 

The Company intends to implement its business plan through acquisitions, technology licensing and similar activities (collectively, “Business Combinations”) as well as internal development.

 

The analysis of new Business Combinations will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into any letter of intent or definitive agreement with any party. In our efforts to analyze potential Business Combinations, we intend to consider the following factors:

 

· Potential for growth, indicated by anticipated market expansion, new products or new technology;

 

· Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

 

· 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;

 

· The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

 

· The extent to which the business opportunity can be advanced in the marketplace; and
· Other relevant factors.

 

In applying the foregoing criteria, no one of which will be controlling, 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 business acquisitions or mergers.

 

We are unable to predict when we will, if ever, identify and enter into any definitive agreement with potential merger or acquisition candidates. We anticipate that proposed Business Combinations will 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 a target business opportunity and to structure and complete a Business Combination which cannot presently be determined with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective Business Combination that is not ultimately completed may result in a loss to the Company. Also, fees may be paid in connection with the acquisitions or mergers. 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, if a decision is made not to participate in a specific Business Combination. 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.

 

 

 

  5  

 

 

Competition

 

We operate in a highly competitive market for Business Combinations which could reduce the likelihood of consummating a successful business acquisition or merger. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in acquisitions and mergers of companies that may be desirable target candidates for the Company. These entities may have significantly greater financial resources, technical expertise and managerial capabilities than we do. Accordingly, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing an acquisition, license arrangement or merger. Such competitive factors may reduce the likelihood of our identifying and consummating an acquisition or merger.

 

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 August 1, 2018, we had one officer, but otherwise no employees. 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.

 

Item 1A. Risk Factors

 

Risks Relating to Our Business

 

We have limited assets, have incurred operating losses and have no guarantee of future revenue.

 

We have had minimal assets. We do not expect to generate revenues until we begin to implement our business plan. However, we can provide no assurance that we will produce any material revenues for our stockholders, or that our business will operate on a profitable basis.

 

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a Business Combination or successful internal development. This may result in our incurring a net operating loss that will increase unless we consummate a Business Combination with a profitable business or internally develop our business. We cannot assure you that we can identify a suitable Business Combination or successfully internally develop our business, or that any such business will be profitable at the time of its acquisition by the Company or ever.

 

 

 

  6  

 

 

Our capital resources may not be sufficient to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations.

 

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, 2018 and 2017 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available, which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement its 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.

 

We face a number of risks associated with potential Business Combinations, 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 complete Business Combinations. Such Combinations will be accompanied by risks commonly encountered in acquisitions, including, but not limited to, insufficient revenues to offset increased expenses associated with the acquisition. Failure to manage and successfully integrate the acquisition we make could harm our business, our strategy and our operating results in a material way. Additionally, completing a Business Combination is likely to increase our expenses and it is possible that we may incur substantial debt or convertible debt in order to complete a Business Combination, 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 ability to hire and retain key personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our inability to manage and implement our business plan.

 

We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business plan. We currently have no employment or consulting agreements.

 

Our future success is highly dependent on the ability of management to locate and attract suitable business opportunities and our stockholders will not know what business we will enter into until we consummate a transaction with the approval of our then existing directors and officers.

 

The nature of our operations is highly speculative, and 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 Combinations and internal development. While management intends to seek business combinations with entities having established operating histories, we cannot provide any assurance that we will be successful in locating opportunities meeting that criteria. In the event we complete a Business Combination, the success of our operations may be dependent upon management of the acquired firm, its financial position and numerous other factors beyond our control.

 

There can be no assurance that we will successfully consummate a business combination or internally develop a successful business.

 

We can give no assurance that we will successfully identify and evaluate suitable business opportunities or that we will conclude a Business Combination. We cannot guarantee that we will be able to negotiate a Business Combination on favorable terms. At the date of this filing, we have no arrangement or agreement with respect to engaging in a acquisition of or merger with a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities, that we will conclude a business combination or that we will be able to internally develop a successful business. Our management and affiliates will play an integral role in establishing the terms for any future business combination.

 

 

 

  7  

 

 

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 that produces revenues. 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 procedures.

 

The additional costs we will incur in connection with becoming a reporting company will serve to further stretch our limited capital resources. 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.

 

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

 

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.  

 

A Business Combination may result in a change of control and a change of management.

 

In conjunction with completion of a business acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents a 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.

 

Any potential acquisition or merger with a foreign company may subject us to additional risks.

 

If we enter into a Business Combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargos, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

 

Risks Related to Our Shareholders and Shares of Common Stock

 

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

 

We are authorized to issue up to 1,000,000,000 shares of common stock with a par value of $0.0001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our company.

 

 

 

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A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

 

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all of our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

 

Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

 

Our common stock may be 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 expect to 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 910,000,000 shares of common stock of which 319,500,000 shares are currently outstanding and 90,000,000 shares of Preferred Stock of which 1,000,000 shares of Series A Preferred Stock are outstanding and 11,000,000 shares of Series B Stock 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.

 

 

 

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Obtaining additional capital though the sale of common stock will result in dilution of stockholder interests.

 

We intend to 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 particular 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 90,000,000 shares of preferred stock. 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.

 

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 thereunder, 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;

 

 

 

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  · Evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC; and,

 

  · Involve and retain outside legal counsel and accountants in connection with the activities listed above.

 

The adequacy of our internal control over financial reporting must be assessed by management for each year commencing with the year ending April 30, 2019. 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.

 

As of the date hereof, the Company is reliant on the business plan to develop technologically advanced healthcare models in a Virtual Reality/AR Creative Artificial Intelligence (CAI) Platform by fully integrating the health & wellness industry networks and program tools. The plan is to have the Wellness Matrix Group brand be defined by its offering of the “Best of the Best” Doctors and Methodologies with genome analysis, monitoring and predictive modeling simulation providing a state of the art Wellness Program for Quality of Life Longevity. Subject to available capital, the Company intends to develop relationships, joint ventures of the following items:

 

· Informational health website
· Provide education and marketing systems solutions for medical providers
· To provide wellness education and marketing system for medical providers in US
· To build an Artificial Intelligence Medical system platform:
· Futuristic Medical clinics, robotics
· MANU the AI bot to answer medical questions, connect you with a Doctor, Nurse or medical billing matters
· Virtual Reality 3D world, utilizing AI & AR
· Create interactive VR environments for patient-Dr relations and global education
· To incorporate blockchain medical record ICO technology to protect patient data
· To incorporate and implement medical billing and gold backed cryptocurrency for patient record tracking with Supera BioMetrics Identification

 

Results of Operations—Comparison of the Years Ended April 30, 2018 and 2017

 

Revenue

 

We had losses from operations during both 2018 and 2017. We have focused our efforts on locating assets to recommence revenue-producing operations.

 

General and Administrative Expense

 

General and Administrative Expenses were $60.00 for the year ended April 30, 2018, compared to $260.00 for the year ended April 30, 2017.

 

 

 

  11  

 

 

Interest Expense

 

Interest expense was $0 for the year ended April 30, 2018 and $0 for the year ended April 30, 2017.

 

Net Loss

 

We had a net loss of $5,908 for the year ended April 30, 2018 compared to a net gain of $7,905 for the year ended April 30, 2017.

 

Liquidity and Capital Resources

 

We have incurred negative cash flow from operations since our inception. As of April 30, 2018, we had no cash, and an accumulated deficit of $193,138. Our negative operating cash flow since inception has been funded through affiliate and stockholder loans.

 

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 had a net loss of $5,908 and no cash flow from operations for the year ended April 30, 2018, and a stockholders deficit of $193,138 as of April 30, 2018. 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.

 

Item 3. Properties

 

We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

Item 4. Security Ownership of Certain Beneficial Owners and Management

 

(a) Security ownership of certain beneficial owners.

 

The following table sets forth, as of July 25, 2018, 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 (1)  

Amount and

Nature of

Beneficial Ownership

 

Percentage

of Class

 
DAC Industries LLC (2)
17011 Beach Blvd. 9th Floor
Huntington Beach, CA 92647
  300,000,000
Common
    93.75%  
             
DAC Industries Inc. (2)
17011 Beach Blvd. 9th Floor
Huntington Beach, CA 92647
   1,000,000
Series A Preferred
    100%  
             
DAC Industries Inc. (3)
17011 Beach Blvd. 9th Floor
Huntington Beach, CA 92647
   10,000,000
Series B Preferred
    97.5%  

_________

(1) Barry Migliorini serves as sole officer (President) and Director of the Company. Ownership is not direct but through other entities that are under the control of Mr. Migliorini.
   
(2)

DAC Industries LLC is controlled by Mr. Migliorini, Ownership of the one million (1,000,000) Preferred A shares issued, equates to One Hundred Billion votes but converts to only One Million (1,000,000) shares. Therefore, the common and preferred gives Mr. Migliorini effective voting control of the Company on a fully dilutive basis.

 

(3) The Ten Million (10,000,000) Preferred B shares issued has no voting rights, and can convert at any one time to no more than 4.9% of the issued and outstanding shares.

 

 

 

  12  

 

 

Item 5. Directors and Executive Officers

 

A. Identification of Directors and Executive Officers.

 

Our sole officer and director and additional information concerning him are as follows:

 

Name   Age   Position
Barry Migliorini (1)   51   President, Director (1)

_________

(1) Barry Migliorini will serve as a director until the next annual shareholder meeting.

 

Barry Migliorini, President and Director

 

Barry Migliorini has served as our President/Chairman of the Board of Directors since the acquisition of control of the Company by DAC Industries, LLC. Mr. Migliorini has been an investment professional since 1983. While attending the University of Southern California Mr. Migliorini interned at Drexel Burnham Lambert and E.F. Hutton, and later worked at such prestigious firms as Lehman Brothers, AG Edwards and Kidder Peabody before becoming the head of Investment Banking and stock option financing for National Capital. For the past ten years. Mr. Migliorini was acting managing partner of BGM International, a company he founded to consult with and incubate micro-cap companies. Mr. Migliorini has been a guest speaker at numerous financial conferences as well as many of the Nation’s most prestigious Universities and Business Schools. Mr. Migliorini holds a BS in Business Administration.

 

We believe that Mr. Migliorini's experience in the securities industry as well as the managerial skills he developed during such tenure provide ample qualification for Mr. Migliorini to serve as an officer and director for our Company. As a result of his duties and responsibilities with DAC Industries LLC., Mr. Migliorini intends to devote approximately 5 hours per week to the development of our business.

 

B. Significant Employees. None.

 

C. Family Relationships. None.

 

D. Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders of decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.

 

E. The Board of Directors acts as the Audit Committee, and the Board has no separates committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such expert. The Company intends to continue to search for a qualified individual for hire.

 

Item 6. Executive Compensation

 

For the past five years, no sole officer or director has received any cash remuneration. Our sole officer and director will not receive any remuneration until the Company achieves profitability. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity. Our sole officer and director intends to devote very limited time (approximately five hours per week) to our affairs.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

 

 

 

  13  

 

 

Item 7. Certain Relationship and Related Transactions, and Director Independence

 

We utilize the office space and equipment of our management at no cost.

 

Mr. Migliorini our CEO is a Co-founder of DAC Industries LLC and serves as the Chairman of DAC Industries LLC. He is not deemed to be independent under applicable rules. We have not established any committees of the Board of Directors.

 

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 quoted on OTC Pink under the symbol KWIT and there is no established public trading market for the class of common equity.

 

(b) Holders

 

As of July 31, 2018, there are approximately 64 holders of an aggregate of 319,500,000 shares of our Common Stock 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

 

None

 

Item 11. Description of Registrant’s Securities to be Registered

 

(a) Common and Preferred Stock.

 

As at July 31, 2018, we are authorized by our Certificate of Incorporation to issue an aggregate of 1,000,000,000 shares of capital stock, of which 910,000,000 are shares of common stock, Par Value $0.001 per share (the “Common Stock”) and 90,000,000 are shares of preferred stock, Par Value $0.0001 per share (the “Preferred Stock”). As of July 10, 2018 there are Three Hundred Nineteen Million Five Hundred Thousand (319,500,000) shares of Common Stock and One Million (1,000,000) shares of Preferred Stock Series A and Eleven Million (11,000,000) shares of Preferred Stock Series were issued and outstanding.

 

 

 

  14  

 

 

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 90,000,000 shares of Preferred Stock 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.

 

Set forth are the rights, privileges and terms of the two outstanding series of Preferred Stock as set forth in the applicable Certificate of Designation.

 

CERTIFICATE OF DESIGNATION, SERIES A PREFERRED STOCK

 

1. DESIGNATION OF SERIES; RANK.

 

The shares of such series shall be designated as the "Series A Preferred Stock". It shall have 1,000,000 shares authorized at $0.0001 par value per share.

 

2. DIVIDENDS.

 

The holders of Series A Preferred Stock shall not be entitled to receive dividends paid on the Common Stock.

 

3. LIQUIDATION PREFERENCE.

 

The holders of Series A Preferred Stock shall not be entitled to any liquidation preference.

 

4. VOTING RIGHTS

 

The holders of the Series A Preferred Stock will have the voting rights as described in this Section 4 or as required by law. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders shall have one hundred thousand (100,000) votes per every share of Series A Preferred Stock held.

 

5. CONVERSION RIGHTS.

 

The shares of Series A Preferred Stock shall be convertible at a rate of 1 to 1 share of Common Stock of the Company.

 

6. REDEMPTION RIGHTS.

 

The shares of Preferred Stock shall have no redemption rights.

 

 

 

  15  

 

 

CERTIFICATE OF DESIGNATION, SERIES B PREFERRED STOCK

 

 

1. DESIGNATION OF SERIES; RANK.

 

The shares of such series shall be designated as the "Series B Preferred Stock" . It shall have 11,000,000 shares authorized at $0.0001 par value per share.

 

2. DIVIDENDS.

 

The holders of Series B Preferred Stock shall not be entitled to receive dividends paid on the Common Stock.

 

3. LIQUIDATION PREFERENCE.

 

The holders of Series B Preferred Stock shall not be entitled to any liquidation preference.

 

4. VOTING RIGHTS

 

The holders of the Series B Preferred Stock will have the voting rights as described in this Section 4 or as required by law. For so long as any shares of the Preferred Stock remain issued and outstanding, the holders shall have no voting rights per every share of Series B Preferred Stock held.

 

5. CONVERSION RIGHTS.

 

The shares of Series B Preferred Stock shall be convertible into 1000 (One Thousand) shares of Common Stock. Conversion shall be restricted to a maximum amount not to exceed 4.9% of the outstanding shares of the Corporation at the time of conversion.

 

Section 6. REDEMPTION RIGHTS.

 

The shares of Series B Preferred Stock shall have no redemption rights.

 

 

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 By-Laws, copies of which have been filed as exhibits to this Form 10.

 

(b) Debt Securities.

 

None

 

(c) Other Securities To Be Registered.

 

None

 

Item 12. Indemnification of Directors and Officers

 

Our sole director and officer is indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify all of 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.

 

 

 

  16  

 

 

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. In the event that 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 13. Financial Statements and Supplementary Data

 

Fuhuiyuan International Holdings Limited

(aka Wellness Matrix Group, Inc. )

 

 

FINANCIAL STATEMENTS

(Audited)

 

 

CONTENTS   Page  
       
       
REPORT OF AUDITORS   18  
       
BALANCE SHEET   19  
       
STATEMENT OF OPERATION   20  
       
STATEMENTS OF CHANGES IN EQUITY   21  
       
CASH FLOW STATEMENT   22  
       
NOTES TO FINANCIAL STATEMENTS   23  

 

 

 

 

 

  17  

 

 

 

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

206.353.5736

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Fuhuiyuan International Holdings Limited

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Fuhuiyuan International Holdings Limited as of April 30, 2018 and 2017 and the related statements of operations, changes in stockholder’s equity, cash flows, and the related notes (collectively referred to as “financial statements”) for the periods then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018 and 2017 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.

 

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 audits 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 audit, 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.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2018.

 

Seattle,Washington

August 22, 2018

 

 

  18  

 

 

Fuhuiyuan International Holdings Limited

(aka Wellness Matrix Group Inc.)

Consolidated Balance Sheets As Of April 30, 2018 and April 30, 2017

 

 

   

Audited year

ended
April 30,

2018

   

Audited year

ended
April 30,

2017

 
    $     $  
ASSETS                
                 
Current Assets                
Cash and cash Equivalents            
Prepaid expenses            
                 
TOTAL ASSETS            
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
LIABILITIES                
                 
Current Liabilities                
Accounts payables and accrued liabilities     2,253       2,114  
Note Payable            
Due to Related Parties     94,812       89,043  
TOTAL LIABILITIES     97,065       91,157  
                 
STOCKHOLDERS’ EQUITY                
Preferred Stock, par value $0.0001: 90,000,000 authorized 0 issued and outstanding            
Common Stock, par value $0.0001: 100,000,000 authorized 19,500,000 issued and outstanding     1,609       1,609  
Additional paid in capital     91,160       91,160  
Accumulated deficit     (193,138 )     (193,138 )
Accumulated Other Comprehensive Income     3,304       9,212  
                 
                 
TOTAL SHAREHOLDERS’ EQUITY     (97,065 )     (91,157 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITIES            

 

 

The notes form an integral part of these financial statements.

 

 

 

  19  

 

 

Fuhuiyuan International Holdings Limited

(aka Wellness Matrix Group Inc.)

Consolidated Statements Of Operations For The Periods Ended April 30, 2018 and April 30, 2017

 

 

Audited year

Ended

April 30,

2018

    Audited Year
Ended
April 30,
2017
 
    $     $  
INCOME                
                 
EXPENSES                
Bad Debts            
General and Administrative     59       260  
Interest Expenses     4,915       2,711  
Professional Fees     30,475       31,205  
Total Expenses     (35,449 )     (34,176 )
                 
Operating Loss     (35,449 )     (34,176 )
Other Income            
Net Loss     (35,449 )     (34,176 )
                 
Other Comprehensive Income            
Foreign currency translation     (5,908 )     7,905  
                 
Comprehensive loss     (41,357 )     (26,271 )
Basic and diluted loss            

 

The notes form an integral part of these financial statements.

 

 

  20  

 

 

Fuhuiyuan International Holdings Limited

(aka Wellness Matrix Group Inc.)

Consolidated Statements of

Cash Flows For The Years Ended April 30, 2018 and April 30, 2017

 

   

April 30,

2018

$

   

April 30,

2017

$

 
Operating activities            
Net loss for period     (5,908 )     7,905  
Changes in non-cash working capital balances                
Increase (decrease) in accounts payable and accrued expense -related parties     139       (186 )
Increase (decrease) in accrued expenses            
Increase ( decrease ) in prepaid expenses            
Net cash from continuing operations     (5,769 )     7,719  
                 
Financing Activities                
Increase (decrease) in note payable                
Increase (decrease) in due to related parties financing     5,769       (7,719 )
Net cash from financing activities     5,769       (7,719 )
                 
Increase (decrease) in cash and cash equivalents            
Cash and Cash equivalents , beginning of the period            
Cash and Cash equivalents, end of the period            

 

The notes form an integral part of these financial statements.

 

 

 

  21  

 

 

Fuhuiyuan International Holdings Limited

(aka Wellness Matrix Group Inc.)

Consolidated Statements Of Changes In Shareholders Equity As Of April 30, 2018 and April 30, 2017

 

  Common Stock   Preferred Stock                  
Date Shares   Amount   Shares   Amount   Additional
Paid in Capital
  Accumulated Deficit   Accumulated
Other Comp
Income
  Total Shareholders Equity  
Balance,
April 30, 2016
  19,500,000     1,609             91,160     (193,138 )   1,307     (99,062 )
                                                 

Comprehensive loss for the Period ended April 30, 2017

                          7,905     7,905  
                                                 
Balance,
April 30, 2017
  19,500,000     1,609             91,160     (193,138 )   9,212     (91,157 )
                                                 

Comprehensive loss for the Period ended April 30, 2018

                          (5,908 )   (5,908 )
                                                 
Balance,
April 30, 2018
  19,500,000     1,609             91,160     (193,138 )   3,304     (97,065 )

 

 

The notes form an integral part of these financial statements.

 

 

 

  22  

 

 

Fuhuiyuan International Holdings Limited

(aka Wellness Matrix Group Inc.)

Notes to Financial Statements

 

Note 1: Organization and Basis of Presentation

 

Fuhuiyuan International Holdings, Limited ( aka Wellness Matrix Group, Inc) ( the "Company) was incorporated as K West Investment International Ltd in the state of Nevada, United States on December 8, 2009. Company has its head office located at 17011 Beach Blvd, Huntington Beach, CA 92647. The business purpose is to develop and implement the most advanced technologies available to provide advanced healthcare and to provide state of the art systems and platforms to allow customers to have access to the most secure data storage and records security available.

  

As at April 30, 2018, there were no warrants or options outstanding.

 

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and clarification of assets and liabilities should the Company be unable to continue as a going concern. At April 30, 2018, the Company has not yet achieved profitable operations and has accumulated losses of $193,138 since inception, both of which cast substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or the financial contributions of its shareholders through related party loans or new equity financing. There is no assurance that any of these events will take place in the next twelve months.

 

Unless the context otherwise requires, all references to “we,” “us,” “our” or the “Company” are to Fuhuiyuan International Holdings Limited (aka Wellness Matrix Group Inc.)

 

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

 

The condensed financial statements, which include the Corporation and its wholly owned subsidiaries, Fuhuiyuan International Holdings, Ltd, and Fuhuiyuan International ("BVI") , are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. All significant inter-company accounts and transactions have been eliminated. These financial statements include 100% of the assets, liabilities, and net income or loss of its wholly-owned subsidiaries.

 

Use of Estimates and Assumptions

 

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 period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

 

Intangible Assets

 

Intangible assets include all costs incurred to acquire patents and other intangible assets related to tooth whitening technology. Intangible assets are recorded at cost.

 

 

 

  23  

 

 

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

 

Impairment of Long-lived Assets

 

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

 

Basic and Diluted Net Loss per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.

 

Financial Instruments

 

Pursuant to ASC 820, Fair Value Measurements and Disclosures , an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

 

 

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Comprehensive Income (Loss)

 

The Corporation adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Corporation’s other comprehensive income represents foreign currency translation adjustments.

 

Revenue Recognition

 

The Company recognizes revenues in accordance with FASB ASC Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

 

Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.

 

Income Taxes

 

We will use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the 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 results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

The Company did not record any income tax accrual for the period from inception to April 30, 2017 and April 30, 2018.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does 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

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at April 30, 2018, the Company had no working capital and an accumulated deficit of ($193,138). The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company is currently in the development stage. Management believes that the Company’s will do well with the new recapitalization fund coming from the new management and investors.

 

 

 

  25  

 

 

Note 4: Capital Stock

 

As April 30, 2018 the Company had issued 19,500,000 shares of common stock and 0 of preferred stock.

 

During the twelve months ended April 30, 2018 and 2017, the Company issued no shares of capital stock.

 

As of April 30, 2018 there were no outstanding stock options or warrants.

    

Note 5: Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods 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 results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

The Company did not record any income tax accrual for the period from inception to April 30, 2018. In the future the Company will record income tax accruals at the following rates:

 

Federal     21.00%  
State     8.84%  
      29.84%  

 

Note 6: Related Party Transactions

 

Current advances from related parties represent advances from a shareholder, advances from a Corporation with common management and advances from a party related to a shareholder. The advances are without interest and have no specified repayment terms. These advances totaled $89,043 on April 30, 2017 and 94,812 on April 30, 2018.

 

Note 7: Subsequent Events

 

The Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued, as of August 22, 2018.

 

On 22 nd day of May 2018, District court of Clark county of Nevada appointed Small Cap Compliance, LLC. as the custodian of the company.

 

 

 

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Custodianship was awarded because the court deemed that the Company was abandoned, meaning that the Board of Directors had abandoned their posts and responsibilities and there have been no other shareholders seek to take control of the company. The Charter in Nevada had been allowed to lapse and was therefore revoked by the Nevada Secretary of State, thus abandoned. On May 22, 2018 the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian and the Company was revived to pursue a business combination. The Notice of Entry grants the Custodian all the powers of the board of directors with great emergency powers in order to revive all compliances and benefits to the shareholders. The Court removed the previous officers for dereliction and breach of fiduciary duty. Small Cap Compliance, LLC was awarded Custodial control because the entity was a company shareholder who brought the action against the company and was deemed competent by the court.

 

Small Cap Compliance, LLC performed the following actions during the process of obtaining custodial control:

 

  · Personally, funded all expenses of the company including paying off all outstanding bills and fines wrought by the previous management that were derelict.
  · Brought company back in compliance with the Nevada Secretary of State, Resident agent, Transfer agent, OTC Markets Group
  · Brought in and paid for Accounting professionals as well as Securities Counsel
  · Restructured Company for a new fruitful business model for the shareholders amongst many other miscellaneous executive actions necessary to save the company from further damages.

 

On May 23, 2018, Ms. Rhonda Keaveney was appointed officer and director, Ms. Rhonda Keaveney is owner of Small Cap Compliance, LLC. She resigned all positions on June 29, 2018.

 

On June 19, 2018. Barry Migliorini was appointed officer and director.

 

On June 4, 2018, the Board designated 1,000,000 Series A Convertible preferred shares, and 11,000,000 Series B convertible preferred Shares of stock out of 90,000,000 authorized preferred shares.

 

Series A Convertible Preferred Stock, with 1,000,000 shares authorized at $0.0001 par value per share, shall not be entitled to dividends paid on Common stock, shall not be entitled to any liquidation preference. Holders shall have one hundred thousand (100,000) votes per every share of Series A Preferred Stock held. Shares shall be convertible at a rate of 1 to 1 into Common Stock of the Company. Series A shares shall have no redemption value.

 

Series B Convertible Preferred Stock, with 11,000,000 shares authorized at $0.0001 par value per share, shall not be entitled to receive dividends paid on Common stock, shall not be entitled to any liquidation preference. Holders shall have no voting rights, Shares shall be convertible at a rate of 1,000 to 1 into Common Stock of the Company, with a restriction that the holder cannot convert into and hold more than 4.9% of the issued and outstanding shares at the time of conversion. Series B shares shall have no redemption value.

 

On June 20, 2018 the company filed with the Secretary of State of Nevada. to officially change its name to Wellness Matrix Group Inc.

 

On June 25, 2018 Company acquired Wellness Matrix Company making it a wholly owned subsidiary.

 

On June 25, 2018 Company increased the number of common shares to 910,000,000 shares.

 

On June 28, 2018, the Corporation issued 300,000,000 shares of common stock, 1,000,000 shares of Series A Convertible Preferred stock, 10,250,000 shares of Series B Convertible Preferred stock of the Corporation, in exchange for 100% of the outstanding shares of Wellness Matrix Company. With controlling interest being transferred to DAC Industries, LLC. solely owned by Mr. Barry Migliorini.

 

The transaction was accounted for as a reverse recapitalization.

 

The Company has entered into a loan from XS Capital, LLC. for a Credit line of $150,000. The former CEO was a minority member of XS Capital, LLC at the time of the transaction. Company has an outstanding balance of $50,356.03 on August 22, 2018 . The line is current and is expected to mature on April 30, 2019.

 

The company has borrowed from iVEST, Inc. an aggregate amount of $54,364.25 as at August 22, 2018 a minority shareholder in Company. The terms of the note are current and are expected to mature January 31, 2019.

 

 

 

  27  

 

 

Item 14. Changes in and Disagreements with Accountants and Accounting and Financial Disclosure

 

There are not and have not been any disagreements between the Registrant and its accountants on any matter of accounting principles, practices or financial statement disclosure.

 

Item 15. Financial Statements and Exhibits

 

Index of Exhibits

 

Exhibit Number and Description Location Reference
       
(a) Financial Statements Filed herewith
       
  3.0 Articles and By-laws  
         
    3.1 Name Change Filed herewith
         
    3.2 Amended Articles Filed herewith
         
    3.3 By-Laws Filed herewith
         
  10.1 Court Custodial Order Filed herewith

 

 

 

 

 

  28  

 

 

 

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.

 

  Fuhuiyuan International Holdings Limited
(aka Wellness Matrix Group Inc.)
 
       
Date: August 23, 2018 By: /s/ Barry Migliorini  
  Name: Barry Migliorini  
  Title: President, Director  
       

 

 

 

 

 

 

 

 

  29  

Exhibit 3.1

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

 

 

    Filed in the office of Document Number
20180278133-65
Certificate of Amendment   /s/ Barbara K. Cegavske Filing Date and Time
(PURSUANT TO NRS 78.385 and 78.390)   Barbara K. Cegavske 16/20/2018   8:52 AM
    Secretary of State Entity Number
    State of Nevada E0627442009-2

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1. Name of Corporation:

 

Fuhuiyuan International Holdings Limited

 

2. The articles have been amended as follows:

 

 

The existing Article III should be deleted and replaced in its entirety with the following:

 

Article 1 Name of Corporation:

The Name of the Corporation shall be Wellness Matrix Group, Inc.

 

 

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting 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 amendment is:         97

 

4. Effective date and time of filing:      Date:                          Time:

 

5. Signature:

 

/s/                      

Signature of Officer

 

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

 

 

 

     

 

 

Exhibit 3.2

 

AMENDED AND RESTATED

 

ARTICLES OF INCORPORATION

 

OF

 

Wellness Matrix Group, Inc.

 

ARTICLE I

 

The name of the corporation shall be Wellness Matrix Group, Inc. (the “Corporation”).

 

ARTICLE II

 

The period of its duration shall be perpetual.

 

ARTICLE III

 

The Corporation is organized of conducting any lawful business for which a corporation may be organized under the law of the State of Nevada.

 

ARTICLE IV

 

The aggregate number of shares that the Corporation will have authority to issue is One Billion (1,000,000,000) shares with Nine Hundred Ten Million (910,000,000) be issued as Common Stock, with a par value of $ 0.0001 per share, and Ninety Million ( 90,000,000) issued as Preferred stock. Shares of any stock class may be issued, without shareholder action, from time to time in one or more series as may from time to time be determined by the board of directors. The board of directors of this Corporation is hereby expressly granted authority, without shareholder action, and within the limits set forth in the Nevada Revised Statues, to:

 

(i.)                      Designate in whole or in part, the powers, preferences, limitations, and relative rights, of any class of shares before the issuance of any shares of that class.

 

(ii.)                      Create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the powers, preferences, limitations, and relative rights of any class of shares before the issuance of any shares of that series.

 

(iii.)                     Alter or revoke the powers, preferences limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares.

 

(iv.)                     Increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series: provided that, the number may not be decreased below the number of shares of the series then outstanding or increased above the total number of authorized shares of the applicable class of shares available for designation as a part of the series;

 

(v.)                     Determine the dividend rate on the shares of any class of shares or series of shares, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, payment of dividends on shares of that class of shares or series of shares;

 

(vi.)                     Determine whether that class of shares or series of shares will have voting rights, in addition to the voting rights provided by law, and, if, so, the terms of such voting;

 

 

 

  1  

 

 

(vii.)                    Determine whether or not these shares of that class of shares or series of shares will have conversion privileges and, if, so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors determines;

 

(viii.)                   Determine whether or not these shares of that class of shares or series of shares will be redeemable and, if, so, the terms and conditions of such redemption, including the date or date upon or after which they were redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

 

(ix.)                     Determine whether or not these shares of that class of shares or series of shares will have a sinking fund for the redemption or purchase of shares of that class of shares or series of shares and, if, so, the terms and amount of such sinking fund;

 

(x.)                      determine the rights of the shares of that class of shares of series of shares in the event of voluntary liquidation, dissolution or dining up of the Corporation and the relative rights of priority, if any, of payment of shares of that class of shares or series of shares; and

 

(xi.)                     determine any other relative rights, preference and limitation of that class of shares or series of shares,

 

The allocation between the classes, or among the series or each class, or unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution shall be as designated by the Board of directors. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary of in the corporations bylaws or in any amendment hereto shall be vested in the common stock. accordingly, unless and until otherwise designated by the board of directors of the Corporation and subject to any superior rights as so designated the Common stock shall have unlimited voting rights and be entitled to receive the net assets of the Corporation upon dissolution.

 

ARTICLE V

 

Provisions for the regulation of the internal affairs of the Corporation will be contained in its Bylaws as adopted by the Board of Directors. The number of Directors of the Corporation shall be fixed by its Bylaws.

 

ARTICLE VI

 

The corporation shall indemnify any person against expenses, including without limitation attorney's fees, judgments, fines and amounts paid in settlement, actual and reasonably incurred by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving as the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise in all circumstance in which and to the extent that such indemnification is permitted and provided for the laws of the State of Nevada then in effect.

 

ARTICLE VII

 

To the fullest extent permitted b Chapter 78 of the Nevada Revised Statutes as the same exists of may hereafter be amended, and officer o director of the Corporation shall not be personally liable to the Corporation of its stockholders for monetary damages.

 

ARTICLE VIII

 

The Corporation expressly elects not to be governed by or be subject to the provision of section 78.378 through 78.3793 of the Nevada Revised Statutes of any similar or succor statutes adopted by any state which may be deemed to apply the corporation from time to time.

 

 

 

  2  

 

 

SIGNATURE

 

The undersigned hereby certifies on behalf of Wellness Matrix Group, Inc., a corporation duly organized and existing under the laws of the State of Nevada, ( the "Corporation") that:

 

1. The undersigned is the President and Secretary, respectively, of the Corporation.

 

2. The foregoing Amended and Restated Articles of Incorporation have been duly approved by a majority vote of the Board of Directors.

 

3. The foregoing Amended and Restated Article of Incorporation has been duly approved by the required vote of the shareholders in accordance with Nevada Corporations Code.

 

I further declare under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct to our knowledge.

 

IN WITNESS WHEREOF, the undersigned officers have signed this Amended and Restated Articles of Incorporation this 25th day of June, 2018

 

 

   /s/ Barry Migliorini
  By:  Barry Migliorini
  Title:  CEO

 

 

 

 

 

 

 

  3  

Exhibit 3.3

 

BYLAWS

OF

WELLNESS MATRIX GROUP, INC.

 

July 8, 2018

 

 

ARTICLE I - OFFICES AND CORPORATE SEAL

 

SECTION 1.1 Registered Office.

 

Wellness Matrix Group, Inc. (hereinafter the "Corporation") shall maintain a registered office in the State of Nevada. In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board. The Board of Directors may change the Corporation's registered office and principal office from time to time.

 

SECTION 1.2 Other Offices.

 

The Corporation may also maintain offices at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors (hereinafter the "Board"), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

 

SECTION 1.3 Corporate Seal.

 

A Corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words "corporate seal", the year incorporated, and the state where incorporated.

 

ARTICLE II - SHAREHOLDERS

 

SECTION 2.1 Shareholders Meetings.

 

All meetings of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to SECTIONs 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver of notice thereof.

 

SECTION 2.2 Annual Meetings.

 

Annual meetings of a shareholders shall be held on a date designated by the Board of Directors or if that day shall be a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting. At the annual meeting, shareholders shall elect the Board and transact such other business as may properly be brought before the meeting. In the event that an annual meeting is not held on the date specified in this Section 2.2, the annual meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

 

SECTION 2.3 Special Meetings of Shareholders.

 

Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada statute or by the articles of Incorporation (hereinafter the "articles"), may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. In the event that the President or Secretary fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

 

 

 

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SECTION 2.4 List of Shareholders.

 

The officer who has charge of the stock transfer books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of a shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

 

SECTION 2.5 Notice of Shareholders Meetings.

 

Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.

 

SECTION 2.6 Closing of Transfer Books or Fixing of Record Date.

 

For the purpose of determining shareholders entitled to notice of, or permitted to vote at, any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not enclosed and no record date is fixed for the determination of shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the record date shall be 4:00 p.m. on the day before the day on which notice of the meeting is given or, if notice is waived, the record date shall be the day on which, and the time at which, the meeting is commenced. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix a new record date for the adjourned meeting and further provided that such adjournments do not in the aggregate exceed thirty (30) days. The record date for determining shareholders entitled to express consent to action without a meeting pursuant to Section 2.9 shall be the date on which the first shareholder signs the consent.

 

SECTION 2.7 Quorum and Adjournment.

 

a) The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by Nevada statute or by the articles

 

b) Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless the vote of a greater number or voting by classes is required by Nevada statute or the articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting.

 

 

 

  2  

 

 

c) If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

 

SECTION 2.8 Voting.

 

At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.

 

SECTION 2.9 Action Without Meeting.

 

Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.

 

SECTION 2.10 Waiver.

 

A shareholder's attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented. A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.

 

SECTION 2.11 Conduct of Meetings.

 

Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy. The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as secretary. The chairman shall conduct the meeting in accordance with the Corporation's articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting. After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present then the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast. Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in accordance with this Section. If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.

 

SECTION 2.12 Election Inspector.

 

The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting. If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment. If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.

 

 

 

  3  

 

 

ARTICLE III - DIRECTORS

 

SECTION 3.1 Number and Election.

 

The number of directors that shall constitute the whole Board shall initially be done; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one or more than nine. Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.

 

SECTION 3.2 Powers.

 

The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute, the articles, or these Bylaws directed or required to be exercised or done by the shareholders.

 

SECTION 3.3 Resignation of Directors.

 

Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

 

SECTION 3.4 Removal of Directors.

 

Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.

 

SECTION 3.5 Vacancies.

 

Vacancies resulting from the resignation or removal of a director and newly created directorships resulting from any increase in the authorized number of directors shall be filled by the shareholders in accordance with Section 3.1.

 

SECTION 3.6 Place of Meetings.

 

Unless otherwise agreed by a majority of the directors then serving, all meetings of the Board of Directors shall be held at the Corporation's principal office between the hours of 9:00 a.m. and 5:00 p.m., and such meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.6 shall constitute presence in person at such meeting.

 

SECTION 3.7 Annual Meetings.

 

Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.

 

SECTION 3.8 Regular Meetings.

 

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

 

 

 

  4  

 

 

SECTION 3.9 Special Meetings.

 

Special meetings of the Board may be called by the President or the Secretary with seven (7) days notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, o if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors ad shall be held at the time designated by those directors in the notice.

 

SECTION 3.10 Quorum and Voting.

 

A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum. If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present, then the affirmative vote of a majority of directors present is the act of the Board of Directors.

 

SECTION 3.11 Action Without Meeting.

 

Unless otherwise restricted by the articles of these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

 

SECTION 3.12 Committee of the Board.

 

The Board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board. The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

 

SECTION 3.13 Compensation.

 

To the extent authorized by resolution of the Board and not prohibited or limited by the articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board. No such reimbursement or payment shall preclude any director from serving the Corporation in any such capacity and receiving compensation therefore.

 

SECTION 3.14 Waiver.

 

A director's attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

 

 

 

  5  

 

 

SECTION 3.15 Chairman of the Board.

 

A Chairman of the Board may be appointed by the directors. The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws. The Vice Chairman, if one has been elected, shall serve in the Chairman's absence.

 

SECTION 3.16 Conduct of Meetings.

 

At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

 

a) The Chairman of the Board;
b) The Vice Chairman;
c) The President of the Corporation; or
d) A director chosen by a majority of the directors present, or if a majority is unable to agree on who shall act as chairman, then the director with the earliest date of birth shall act as the chairman.

 

The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof. The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting. The Board shall keep regular minutes of its proceedings.

 

ARTICLE IV - OFFICERS

 

SECTION 4.1 Titles, Offices, Authority.

 

The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board. Any number of offices may be held by the same person, unless the articles or these Bylaws otherwise provide. If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary. An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with article V.

 

SECTION 4.2 Subordinate Officers.

 

The Board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

 

SECTION 4.3 Appointment, Term of Office, Qualification.

 

The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.

 

SECTION 4.4 Resignation.

 

Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

 

 

 

  6  

 

 

SECTION 4.5 Removal.

 

Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

 

SECTION 4.6 Vacancies.

 

A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this article IV for appointment to such office.

 

SECTION 4.7 The President.

 

The President shall preside at all meetings of shareholders. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board form time to time.

 

SECTION 4.8 The Vice President.

 

Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws. At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the President.

 

SECTION 4.9 The Secretary.

 

The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe. If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.

 

SECTION 4.10 The Treasurer.

 

The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board. He may sign, with the President or a Vice President, certificates of stock of the Corporation. If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.

 

 

 

  7  

 

 

SECTION 4.11 Compensation.

 

The Board shall have the power to set the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.

 

ARTICLE V - AUTHORITY TO INCUR CORPORATE OBLIGATIONS

 

SECTION 5.1 Limit on Authority.

 

No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the articles or these Bylaws, or by resolution of the Board or the shareholders. Such authority may be general or confined to specific instances.

 

SECTION 5.2 Contracts and Other Obligations.

 

To the extent authorized by the articles or these Bylaws, or by resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.

 

ARTICLE VI - SHARES AND THEIR TRANSFER

 

SECTION 6.1 Certificates for Shares.

 

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.

 

SECTION 6.2 Issuance.

 

Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for the shares is adequate. A certificate shall not be issued for any share until such share is fully paid.

 

SECTION 6.3 Transfer of Shares.

 

Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.///

 

 

ARTICLE VII - FISCAL YEAR

 

The fiscal year of the Corporation shall be APRIL 30.

 

 

 

  8  

 

 

ARTICLE VIII - DIVIDENDS

 

From time to time the Board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles.

 

ARTICLE IX - INDEMNIFICATION

 

The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the articles or these Bylaws. The Corporation's obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim. The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.

 

ARTICLE X - REPEAL, ALTERATION OR AMENDMENT

 

These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose. Any amendment made by the shareholders shall be valid.

 

IN WITNESS WHEREOF, the undersigned, being the director of Wellness Matrix Group, Inc., adopt the foregoing Bylaws, effective as of the first date above.

 

DIRECTORS: /s/ Barry Migliorini
  Barry Migliorini - DIRECTOR

 

 

CERTIFICATION Wellness Matrix Group, Inc., hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors.

 

 

/s/ Barry Migliorini

Barry Migliorini - SECRETARY

 

 

 

  9  

Exhibit 3.10

 

Electronically Filed

5/22/2018 10:56 AM

Steven D. Grierson

CLERK OF THE COURT

 

NOTC

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

 

  ) CASE NO.: A-18-772913-P
In the Matter of ) DEPT NO.; XXX
  )    
FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED, a
Nevada Corporation,
)
)
   
  )    
__________________________________________________ )    
       

 

 

NOTICE OF ENTRY OF ORDER

 

PLEASE TAKE NOTICE that on the 22 nd day of May, 2018, the attached Order Appointing Custodian was entered in the above-captioned case.

 

Dated this 22nd day of May, 2018.

 

 

  CHASEY LAW OFFICES
   
  /s/ Peter L. Chasey, Esq.
 

Peter L. Chasey, Esq.

Nevada Bar No. 007650

3295 N. Fort Apache Rd., Ste. 110

Las Vegas, NV 89129

Tel: (702) 233-0393 Fax: (702) 233-2107

Email: peter@chaseylaw.com

Attorney for Petitioner

SMALL CAP COMPLIANCE, LLC

 

 

  1  

 

 

 

CERTIFICATE OF SERVICE

 

I hereby certify that on the 22nd day of May, 2018, I served a true and complete copy of the 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:

 

Fuhuiyuan International Holdings Limited
c/o National Registered Agents Inc. of NV
701 S. Carson Street, Suite 200

Carson City, NV 89701

 

Fuhuiyuan International Holdings Limited

No. 1, Yinchuanxi Road

Qingdao, Shandong

China 266071

     

Fuhuiyuan International Holdings Limited

15615 102 Avenue, 204

Edmonton, Alberta T5P 4X7 Canada

 

VStock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598

     

Fuhuiyuan International Holdings Limited Unit D,
30/F, Tower 2, Metro City, Phase 2 Tseung Kwan 0,
Hong Kong

China 100022

   

 

 

 

  /s/Shannon Permosky
  AN EMPLOYEE OF CHASEY LAW OFFICES

 

 

  2  

 

 

Electronically Filed

5/22/2018 9:55 AM

Steven D. Grierson

CLERK OF THE COURT

 

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

 

  ) CASE NO.: A-18-772913-P
In the Matter of ) DEPT NO.; XXX
  )    
FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED, a
Nevada Corporation,
)
)
ORDER APPOINTING CUSODIIAN
[NRS 78.347(1)(B)]
  )    
__________________________________________________ )    
       

 

 

THE COURT, having considered Petitioner, SMALL CAP COMPLIANCE, LLC's Application for Appointment of Custodian for FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED, proper notice having been given to the officers and directors of FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED pursuant to NRS 78.750(2), no opposition having been received, and good cause appearing,

 

IT IS ORDERED, ADJUDGED AND DECREED that:

 

1.       Petitioner SMALL CAP COMPLIANCE, LLC is hereby appointed custodian of FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED.

 

2.       SMALL CAP COMPLIANCE, LLC is hereby authorized to take all reasonable and prudent actions on behalf of FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED including but not limited to appointing interim officers and directors, negotiating and compromising debt, executing contracts and other agreements, initiating litigation in the name of FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED authorizing and issuing new shares of stock, and authorizing new classes of stock.

 

3.       SMALL CAP COMPLIANCE, LLC shall reinstate FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED with the Nevada Secretary of State.

 

4.       SMALL CAP COMPLIANCE, LLC shall provide reasonable notice to all shareholders of record of a Special Meeting of the stockholders to be held within a reasonable time after this Order is entered.

 

5.       SMALL CAP COMPLIANCE, LLC shall file an amendment to the Articles of Incorporation for FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED with the Nevada Secretary of State containing the following disclosures and statements:

 

(a) 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.

 

(b) A statement that reasonable, but ultimately unsuccessful, attempts were made to contact the officers or directors of the corporation to request that FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED comply with Chapter 78 of the Nevada Revised Statutes.

 

(c) A statement that as Custodian, SMALL CAP COMPLIANCE, LLC, is authorized to continue the business of FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED for the benefit of the corporation and its shareholders.

 

(d) A statement that SMALL CAP COMPLIANCE, LLC will reinstate FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED's charter to do business in the State of Nevada.

 

(e) Any other information as may be required by regulations promulgated by the Nevada Secretary of State.

 

6. SMALL CAP COMPLIANCE, LLC, as custodian of FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED shall submit a report to this Court of the actions taken by the custodian every three (3) months while the custodianship remains active.

 

IT IS SO ORDERED.

 

Dated this 22nd day of May, 2018.

 

 

  /s/ Jerry A. Wiese
  DISTRICT COURT JUDGE

 

Respectfully Submitted by:

 

CHASEY LAW OFFICES

 

/s/ Peter L. Chasey

Peter L. Chasey, Esq.

Nevada Bar No. 007650

3295 N. Fort Apache Rd., Ste. 110

Las Vegas, NV 89129

(702) 233-0393

Attorney for Petitioner

SMALL CAP COMPLIANCE, LLC

 

 

 

  3