Filed On 6/26/07 8:18am ET · SEC File 0-52260 · Accession Number 1372902-7-7
As Of Filer Filing As/For/On Docs:Pgs
6/26/07 Amalgamated Acquisition Corp 8-K{5,9} 6/26/07 3:11
Document/Exhibit Description Pages Size
1: 8-K Amalgamated Acquisition Corp. Form 8-K 4 9K
2: EX-10.1 Share Purchase Agreement, Dated June 15, 2007 6 19K
3: EX-99.1 Resignation Letter From William Tay 1 4K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 15, 2007
AMALGAMATED ACQUISITION CORP.
(Name of Small Business Issuer as specified in its charter)
0-52260
(Commission File Number)
Delaware None
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
c/o QMIS Capital Finance Pte Ltd.
Room 1819 Mingyong Building
No.60 Xian Road, Shekekou District
Dalian, China 116021
(Address of principal executive offices and zip code)
Company's telephone number, including area code: 13909840703
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On June 26, 2007 (the "Closing Date"), pursuant to the terms of a Share
Purchase Agreement dated June 15, 2007 (the "Agreement"), Wang Xiao Peng
purchased 1,390,000 shares of Amalgamated Acquisition Corp., a Delaware
corporation (the "Company" or "Registrant"), common stock from William Tay in a
private purchase transaction.
The total of 1,390,000 shares represents 100% of the Company's issued and
outstanding common stock.
As a result of this transaction, Wang Xiao Peng is now the "control person" of
the Company as that term is defined in the Securities Act of 1933, as amended.
As part of the acquisition and pursuant to the Agreement, the following changes
to the Company's directors and officers have occurred:
* William Tay resigned as the Company's President, Chief Executive
Officer, Chief Financial Officer, Treasurer and Secretary
to be effective June 26, 2007;
* Wang Xiao Peng was appointed as the Company's President, Chief
Executive Officer, Chief Financial Officer, Treasurer and
Secretary to be effective June 26, 2007.
* William Tay resigned as a member of the Board of Directors of the
Company to be effective on June 26, 2007, or as soon as
Wang Xiao Peng takes office.
* Wang Xiao Peng was appointed as the Company's sole Director on June
26, 2007.
In connection with this change in control, effective June 26, 2007, the
Company's new office address will be at c/o QMIS Capital Finance Pte Ltd., Room
1819 Mingyong Building, No.60 Xian Road, Shekekou District, Dalian, China
116021. Its telephone number at this location is 011-86-13909840703.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
William Tay resigned as the Company's Director effective June 26, 2007, or as
soon as Wang Xiao Peng takes office.
William Tay's resignation as a Director is not the result of any disagreement
with the Company on any matter relating to the Company's operations, policies
or practices.
William Tay resigned as the Company's President, Chief Executive Officer, Chief
Financial Officer, Treasurer and Secretary effective June 26, 2007.
Wang Xiao Peng was appointed as the Company's President, Chief Executive
Officer, Chief Financial Officer, Treasurer and Secretary effective on June 26,
2007
Wang Xiao Peng was appointed as the Company's sole Director on June 26, 2007.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
10.1 Share Purchase Agreement, dated June 15, 2007.
99.1 Resignation letter from William Tay
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
AMALGAMATED ACQUISITION CORP.
Date: June 26, 2007 By: /s/ William Tay
--------------------
Name: William Tay
Title: President and Chief
executive Officer
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
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| This 8-K Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 6/15/07 | | 1 | | 3 |
| Filed On / Filed As Of / For The Period Ended | | 6/26/07 | | 2 | | 4 |
| |
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