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) May 1, 2018

 

SKY RESORT INTERNATIONAL LIMITED

(Exact name of registrant as specified in its charter)

 

Delaware   6719   13-4167393
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

Lot 23 (DBKK No. 2), Industri E33

Mile 2.5, Jalan Tuaran, Likas

88200 Kota Kinabalu, Sabah, Malaysia

(Address of principal executive offices) (Zip Code)

  

Registrant's telephone number, including area code: +6088 277484

 

______________________________________________

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

 

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

 

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

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐          

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

     

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On 1 May 2018, Sky Resort International Limited (“the Company"), and Mr. Tew Yow Khim (“the Seller”), entered into a Sale and Purchase Agreement (“the Agreement"). The Seller is the owner of 80% of the issued and outstanding capital stock (the “Stock”) of Eurostar Epitome Sdn. Bhd., a Malaysia company (“Eurostar”). Pursuant to the Agreement, the Company purchased the Stock from the Seller for a purchase price of US$100,000. After the completion of the transaction, Eurostar will be a majority-owned subsidiary of the Company. Eurostar is a company incorporated in Malaysia on 20th Nov 2017.  Its major business is in infrastructure construction work.

 

After the signing of the Agreement, the Company and the Seller had further discussion on the escrow agency arrangement which is now resolved. Completion of the transaction is expected to be within 14 days from the date hereof.

 

 

Item 9.01       Financial Statements and Exhibits.

 

(d)           Exhibits.

 

The following exhibits are included with this Report:

 

Exhibit 10.1     Sale and Purchase Agreement dated May 1, 2018 between Tew Yow Khim and the Registrant.

 

 

 

SIGNATURES

 

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

 

  

Date: August 20, 2018 SKY RESORT INTERNATIONAL LIMITED
     
  By: /s/ Yong Fook Ming
   

Name: Yong Fook Ming

Title: Director and Chief Executive Officer

 

 

 

Exhibit 10.1

 

SALE AND PURCHASE AGREEMENT

 

This Sale and Purchase Agreement (the “Agreement”) is entered into on 1 st May 2018 by and between:

 

1. Tew Yow Khim (Passport No. A34422386), is the Sole Owner of Eurostar Epitome Sdn Bhd (Company No. 1256383-U) company incorporated in Malaysia with the address at No. 1-2-1B, 2 nd Floor, Block B Kolam Centre Phase II, Jalan Lintas, Luyang, 88300 Kota Kinabalu, Sabah (the “Seller”), and

 

2. Sky Resort International Limited, incorporated in The State of Delaware located at No. 23 (DBKK No.2), E33 Industri Likas, 2.5 Miles Tuaran, 88400 Kota Kinabalu, Sabah (the “Buyer”).

 

WHEREAS, the Seller is a shareholder in Eurostar Epitome Sdn. Bhd. a Malaysia company (hereinafter referred to as “EESB”).

 

WHEREAS, the Seller desires to sell and the Buyer desires to buy 80% shares which is equivalent to 400,000 shares in EESB from the Seller.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

(a) Subject to the terms and conditions set forth herein, the Seller agrees to sell and the Buyer agrees to buy 80% from the total share which is equivalent to 400,000 of shares in EESB at US$0.25 per share or for a total consideration of US$100,000.00 (the “Purchase Price”).

 

(b) Payment for the Purchase Price shall be paid into the bank account of the Seller or its nominee by the Buyer within 7 business days after such bank account information is given to the Buyer in writing.

 

(c) Subject to receipt of the payment stated in (b) hereof, Seller shall deliver the subject share certificates to Buyer within 14 business days.

 

(d) The Seller hereby represents and warrants that: 1) the shares to be sold hereunder are not subject to any preemptive rights or rights of first refusal and 2) as of the date of signing hereof, it has full power and authority to execute and deliver this Agreement.

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Sale and Purchase Agreement to be duly executed and delivered as of the day and year first above written.

 

SELLER: BUYER:
   
Eurostar Epitome Sdn. Bhd. Sky Resort International Limited
   
By: /s/ Tew Yow Khim /s/ Yong Fook Ming
   
Name: Tew Yow Khim Name: Yong Fook Ming
   
Title: Director Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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