Washington, D.C. 20549
AMENDMENT NO. 2
FORM 10-K/A
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: March 31, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File No. 0-26675
NOVAGANT CORP.
(Exact Name of registrant as specified in its charter)
Nevada | 33-0038621 |
(State or Other Jurisdiction of | (I.R.S. Employer |
Suite 2006, AIA Kowloon Tower, Landmark East, 100 How Ming Street,
KT, Hong Kong 19801 Hong Kong
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, including area code: (852) 9407-9401
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: Common Stock
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x.
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x.
Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes: x No ¨.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. x No ¨.
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Exchange on which registered |
NONE | ---- | ---- |
Auditor Firm ID | Auditor Name | Auditor Location |
957 | Zhen Hui Certified Public Accountants | Hong Kong, China |
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
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Emerging Growth Company ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No x.
The aggregate market value of the voting and non-voting common equity held by non-affiliate of the registrant as of August 9, 2023 was approximately $6,113,916 based on the closing price on August 9, 2023.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common Stock, $0.001 par value – 493,639,025 shares, as of August 18, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The Annual Report of Novagant Corp. on Form 10-K for the fiscal year ended March 31, 2023 (the “Form 10-K”), was filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2023.
This Amendment No. 2 to the Company’s Form 10-K (the “Amendment”) amends our annual report on Form 10-K for the year ended March 31, 2023 (the “Annual Report”). The purpose of this Amendment is (i) to amend Item 9C of the Annual Report to provide the disclosures required under Item 9C(b) of Form 10-K, (ii) to revise the last paragraph required by Item 9C(a) of Form 10-K in the form of an exhibit 99.1, (iii) to amend the articles of incorporation of the corporation at Exhibit 3.1(a) under Item 9B on September 8, 2023, (iv) to amend the Certificate of Designation of Series A Preferred Stock at Exhibit 3.4(a2) under Item 9B on September 11, 2023, and (v) to update regarding the Series A Preferred shareholder list in the table of “Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters” under Item 12 on page 44.
Apart from expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.
ITEM 9B. OTHER INFORMATION
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 8, 2023, the Company filed a certificate of amendment to our articles of incorporation with the Nevada Secretary of State to amend and restate Article FOURTH, Article SEVENTH and add Article TWELFTH herewith as Exhibit 3.1(a). On September 11, 2023, the Company filed with the office of the Secretary of State of Nevada a Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, to amend the one which is in direct conflict with the Corporation’s Amended and Restated Articles of Incorporation, specifically with regard to the rights granted to the holders of the Series A Preferred Stock. As a result, the Corporation effects a formal amendment of the Certificate pursuant to the Nevada Revised Statutes as Exhibit 3.4(a2) to this Current Report on Form 10-K and is incorporated by reference herein.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
The public auditor for the Company of this Form 10-K and in respect of audit report for the financial statements included in this Form 10-K has been identified by the Public Company Accounting Oversight Board or “PCAOB” as being a PCAOB registered public accounting located in a foreign jurisdiction and that the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. This identification was made in the PCAOB’s “Board Determinations under the Holding Foreign Companies Accountable Act (“HFCAA”) (15 U.S.C. §§7214(i), 7214a) (“PCAOB Report”). The Company believes that it is a “foreign private issuer” under Rule 3b-4(c) of the Exchange Act and is not excepted from the following disclosures.
During our fiscal year 2022, on August 5, 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. In the case of Company’s public auditor, Zhen Hui Certified Public Accountants, it is based in Hong Kong SAR and listed in the PCAOB Report as being a Hong Kong SAR based, PCAOB-registered public audit firm. The PCAOB was not able to inspect or investigate completely in 2021 according to the PCAOB’s December 16, 2021 determinations, pertaining to the audit report which was issued from our auditor for the fiscal year ended March 31, 2022. On December 15, 2022, the PCAOB announced it was able to secure complete access to inspect and investigate public audit firms in China and Hong Kong SAR for the first time. Thus, the PCAOB board issued a HFCAA determination report that vacated its December 16, 2021 determinations and removed China and Hong Kong from the list of jurisdictions where it had been unable to completely inspect or investigate the registered public accounting firms. As originally enacted, the HFCAA required the SEC to initially prohibit trading in the securities of an issuer that is a Commission-identified issuer for three consecutive years. On December 29, 2022, the President signed into law the Consolidated Appropriations Act 2023, which, among other things, amends the HFCAA to reduce this timeframe from three consecutive years to two consecutive years. On December 18, 2022, the SEC announced that due to the December 15, 2022 action by the PCAOB, and until such time as the PCAOB issues any new determination, there are no SEC-reporting companies at risk of having their securities subject to a trading prohibition under the HFCAA. As such, as of the date of this filing of this Form 10-K, the Company is not a Commission Identified Issuer under the HFCAA and is not subject to having its Common Stock delisted under HFCAA.
With respect to the financial statements for the fiscal year ended March 31, 2023 and included in this Form 10-K, or as required disclosures under this Item 9C:
Novagant Corp. is a holding company, incorporated in Nevada. Ever Full Logistics Limited “EFLL”, a wholly-owned subsidiary of the Company incorporated in Hong Kong. EFLL’s operations are based in Hong Kong. We have no business operations in China. The Company is controlled by WeiQun Chen, who beneficially owned (determined in accordance with the SEC rules) 60.77% of the Company’s outstanding ordinary shares and 100% of the Company’s Preferred Series B shares, and held such percentage of the Company’s aggregate voting power as of June 29, 2023. There are no shares of EFLL owned by any governmental entities in China or Hong Kong.
As of the date of this Form 10-K, to our best knowledge, (i) no foreign governmental entities in China or Hong Kong own any ordinary shares of any capital stock of record of the Company, the consolidated foreign operating entities or the consolidated variable interest entities (the “VIEs”), (ii) the Company is not a party to any material contracts with such a foreign governmental party, no governmental entities in China or Hong Kong have any controlling financial interest in our company, our consolidated foreign operating entities or the VIEs, also based on the fact that, as of such date, no such governmental entity had filed a Schedule 13D or 13G with respect to the Company’s securities, (iii) none of the members of our board of directors or the boards of our consolidated foreign operating entities, including the VIEs, are officials of the Chinese Communist Party or Hong Kong SARS, there is no such foreign government representative on the Company’s board of directors or the boards of our consolidated foreign operating entities, including the VIEs, none of our board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party. Please refer to the affidavit provided by our auditor at Exhibit 23.2 as the basis for our disclosure, and (iv) our memorandum and
articles of incorporation, as amended and as originally filed with the State of Nevada, the articles of our consolidated foreign operating entities or the VIEs, do not contain wording from any charter or charter provisions of the Chinese Communist Party, including the text of any such charter.
For information supporting our assertion that governmental entities in China do not have a controlling financial interest in our company, please see the Supplemental Submission pursuant to Item 9C(a) of Form 10-K furnished as Exhibit 99.1 to this Form 10-K/A.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of March 31, 2023 the number of shares of the Company’s common stock and preferred stock owned on record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s voting stock, and by each of the Company’s directors and executive officers and by all its directors and executive officers as a group.
Name of Officer/Director or Control Person | Affiliation with Company (e.g., Officer/Director/Owner of more than 5%) | Residential Address (City / State Only) | Number of shares owned | Share type/class | Ownership Percentage of Class Outstanding | Note |
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Wei Qun Chen | Chairman, CEO, President, CFO, COO and Director, beneficial Shareholder |
| 500,000 | Preferred Series B | 100%, conversion rights: 1 series B share to 1,000 common shares | Voting Rights: 99% of all votes entitled to be voted |
Wei Qun Chen | Chairman, CEO, President, CFO, COO and Director, beneficial Shareholder |
| 300,000,000 | Common | 60.77% | Merger |
All executive officers and directors as a Group (3 persons) (1) |
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| 327,500,000 | Common | 66.35% |
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Christopher Lolachi | Former CEO | 29015 Covecrest DR Rancho Palos Verdes, CA 90275 | 200,000 | Preferred Series A | 100% | No voting rights |
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
3. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:
Exhibit No. | Description |
3.1(a) | |
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3.4(a2) | Amended and Restated Certificate of Designation of Series A Preferred Stock |
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99.1 | Supplemental Submission pursuant to Item 9C(a) of Form 10-K (FORM SPDSCL-HFCAA-GOV) |
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SIGNATURES
Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 12, 2023 | By: | /s/ WeiQun Chen |
| Name: | WeiQun Chen |
| Title: | Director and Authorized Signatory as |
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AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF SERIES A PREFERRED STOCK OF GOLDEN BEE HEALTH PRODUCTS
INVESTMENT LIMITED, INC. (formerly known as NOVAGANT CORP.)
Golden Bee Health Products Investment Limited, Inc. (formerly known as NOVAGANT CORP.), a corporation organized and existing under the laws of the State of Nevada (the “Company”), hereby certifies that, Pursuant to the authority vested in the Board of Directors of the Company (the “Board”) by the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), as amended the following resolution was adopted as of September 8, 2023 by the Board:
RESOLVED, that pursuant to the resolutions adopted by the Unanimous Written Consent of the Board of Directors effective September 8, 2023 (the “September 8, 2023 Consent”) the Board of Directors adopted resolutions amending certain provisions of its Series A Preferred Stock, $0.001 par value, with those certain rights, privileges, preferences and restrictions as set forth in this Certificate of Designation of Rights, Privileges, Preferences and Restrictions of Series A Preferred Stock of Golden Bee Health Products Investment Limited, Inc. as follows:
Section 1. Designation and Number of Shares.
Series A Preferred Stock, consisting of 200,000 shares (the “Series A Preferred Stock”) was created by filing a Certificate of Designation with the State of Nevada on July 6, 2012, and is hereby amended and restated as set forth below. No other shares of Preferred Stock shall be designated Series A Preferred Stock.
Section 2. Dividends.
Except as provided herein, the holders of the Series A Preferred Stock shall be entitled to receive cash, stock or other property, as dividends, when, as, and if declared by the Board of Directors of the Company. Series A Preferred Stock shall not participate in any dividend declared with respect to the Common Stock.
Section 3. Liquidation Rights.
Upon the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Series A Preferred Stock shall be entitled to receive cash, stock or other property, as dividends, when, as, and if declared by the Board of Directors of the Company. Series A Preferred Stock shall not participate in any dividend declared with respect to the Common Stock.
Section 4. Lost or Stolen Certificates.
Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Corporation, or (iii) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Corporation shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.
Section 5. Voting.
Each Share of Series A Preferred Stock shall have no right to vote on any matter to be submitted for a vote to shareholders of the Company.
Section 6. No Re-issuance of Series A Preferred Stock.
No share or shares of Series A Preferred Stock acquired by the Company by reason of conversion, redemption or otherwise shall be reissued as Series A Preferred Stock, and all such shares thereafter shall be returned to the Company’s treasury under the status of undesignated and un-issued shares of Preferred Stock of the Company.
Section 7. Headings of Subdivisions.
The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.
Section 8. Certain Remedies.
Any registered holder of shares of Series A Preferred Stock shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Certificate of Designations and to enforce specifically the terms and provisions of this Certificate of designations in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which such holder may be entitled at law or in equity.
Section 9. Ranking.
The Series A Preferred Stock shall rank, as to rights upon liquidation, dissolution or winding up, pari pass to each other and shall rank senior and prior to the Common Stock.
Section 10. Other Preferences.
The shares of the Series A Preferred Stock shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the Articles of Incorporation of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed and subscribed this Amended and Restated Certificate and does affirm the foregoing as true under the penalties of perjury this 8th day of September, 2023.
Golden Bee Health Products Investment Limited, Inc. |
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/s/ WeiQun Chen |
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By: WeiQun Chen, Chief Executive Officer |
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Before me this 8th day of September 2023 personally appeared WeiQun Chen, the Chief Executive Officer of Golden Bee Health Products Investment Limited, Inc., who being duly sworn did acknowledge that he executed the forgoing instrument.
/s/ Longling Guo |
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NOTARY PUBLIC |
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| Longling Guo |
| CHINA COMMERCIAL LAW FIRM Add:21-25/F, Hong Kong CTS Tower, No.4011, Shennan Boulevard, Futian District, Shenzhen, P.R.C |
Exhibit 99.1
Supplemental Submission
Pursuant to Item 9C(a) of Form 10-K
Novagant Corp. (the “Company”) is submitting via EDGAR the following information as required under Item 9C(a) of Form 10-K in relation to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriate Act, 2023 (the “HFCAA”).
During our fiscal year 2022, on August 5, 2022, the Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”) as a Commission-Identified Issuer pursuant to the HFCAA because it filed an annual report on Form 10-K for the year ended March 31, 2022 with the SEC with an audit report issued by Zhen Hui Certified Public Accountants, a registered public accounting firm retained by the Company for the preparation of the audit report on the Company’s financial statements included therein. Zhen Hui Certified Public Accountants is a registered public accounting firm headquartered in Hong Kong, a jurisdiction where the Public Company Accounting Oversight Board (the “PCAOB”) determined that it was unable to inspect or investigate completely registered public accounting firms headquartered there, including Zhen Hui Certified Public Accountants. Nonetheless, in August 2022, the PCAOB took a significant step toward inspecting and investigating registered public accounting firms in China and Hong Kong by signing a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China. From September to November 2022, PCAOB staff conducted on-site inspections and investigations of Zhen Hui Certified Public Accountants. In December 2022, the PCAOB vacated its previous determination and announced that it had obtained complete access to inspect and investigate registered public accounting firms in China and Hong Kong. It also confirmed that, until new determinations are issued by the PCAOB, no Commission-Identified Issuers, including the Company, are at risk of trading prohibition under the HFCAA.
As of the date of this Form SPDSCL, we confirm that (i) no foreign governmental entities in China or Hong Kong own any ordinary shares of any capital stock of record of the Company, the consolidated foreign operating entities or the consolidated variable interest entities (the “VIEs”), (ii) the Company is not a party to any material contracts with such a foreign governmental party, no governmental entities in China or Hong Kong have any controlling financial interest in our company, our consolidated foreign operating entities or the VIEs, also based on the fact that, as of such date, no such governmental entities had filed a Schedule 13D or 13G with respect to the Company’s securities, (iii) none of the members of our board of directors or the boards of our consolidated foreign operating entities, including the VIEs, are officials of the Chinese Communist Party or Hong Kong SARS, there is no such foreign government representative on the Company’s board of directors or the boards of our consolidated foreign operating entities, including the VIEs, none of our board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party. Please refer to the affidavit provided by our auditor at Exhibit 23.2 as the basis for our disclosure, and (iv) our memorandum and articles of incorporation, as amended and as originally filed with the State of Nevada, the articles of our consolidated foreign operating entities or the VIEs, do not contain wording from any charter or charter provisions of the Chinese Communist Party, including the text of any such charter. The Company has determined that no governmental entities in China or Hong Kong, directly or indirectly, possess the power to control or cause the direction of our management and policies, or hold a controlling financial interest in our Company. In response to Item 9C(a) of Form 10-K, the Company believes that the following information establishes that it is not owned or controlled by a governmental entity in China or Hong Kong.
The Company is controlled by WeiQun Chen, who beneficially owned (determined in accordance with the SEC rules) 60.77% of the Company’s outstanding ordinary shares and 100% of the Company’s Preferred Series B shares, and held such percentage of the Company’s aggregate voting power as of June 29, 2023. Based on an examination of the Company’s register of members and public filings made by its shareholders, to the Company’s knowledge, excluding the beneficial ownership of the Company’s directors and senior management, no shareholder beneficially owned 5% or more of the Company’s outstanding shares as of June 29, 2023, other than WeiQun Chen, who beneficially owned 60.77% of the Company’s outstanding ordinary shares and 100% of the Company’s Preferred Series B shares, and held such percentage of the Company’s aggregate voting power as of June 29, 2023. The following is an excerpt of the relevant disclosure in the Company’s annual report on Form 10-K for the year ended March 31, 2023 regarding the beneficial ownership of WeiQun Chen: “The foregoing information is derived from a Schedule 13D filed with the SEC on July 28, 2022 and other information known to us.”
Furthermore, as of the date hereof, the directors, officers and senior management of the Company consist of: WeiQun Chen, HongZhen Xu and HaiYan Zeng, and none of such persons are a representative of a government entity or an official of the Chinese Communist Party in the People’s Republic of China. In that regard, the Company is not owned or controlled by a government entity in China or Hong Kong
Dated: September 12, 2023
| Novagant Corp. | |
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| By: | /s/ WeiQun Chen |
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| Name: WeiQun Chen |
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| Title: WeiQun Chen |
