Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
ENERGY 1 CORP.
50 West Liberty Street, Suite 880
Reno, NV 89502
_______________________________
Telephone: (775) 322-0626
Website: N/A
Email:shanghaiyichengculture@outlook.com
SIC: N/A
Quarterly Report
For the Period Ending: September 30, 2021
(the "Reporting Period")
As of September 30, 2021, the number of shares outstanding of our Common Stock was:
1,307,000,000
As of June 30, 2021, the number of shares outstanding of our Common Stock was:
1,307,000,000
As of December 31, 2020, the number of shares outstanding of our Common Stock was:
1,307,000,000
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☒ | No: ☐ |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: ☒ |
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
February 5, 2003 to August 11,2005 - | Northwest Horizon Corporation |
August 11, 2005 to March 20, 2009 - | Dairy Fresh Farms Inc. |
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
March 20, 2009 to current - | Energy 1 Corporation |
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The issuer has been incorporated in the State of Nevada since inception. The issuer is currently active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
On January 6, 2009, the Company terminated its Registration under Section 12(g) of the Securities Exchange Act of 1934.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
As a result of a custodianship in Clark County, Nevada, Case Number: A-20-816257-B, custodianship was granted in part and on July 7, 2020, Custodian Ventures LLC ("Custodian") was appointed custodian of the Company.
On July 10, 2020, the Custodian appointed David Lazar as the Company's Chief Executive Officer, President, Secretary, Chief Financial Officer and Chairman of the Board of Directors.
On October 7, 2020 the Custodian withdrew all former designations of any class or series of preferred stock of the Corporation issued and outstanding, including, without limitation, the Certificate of Designation of Series A Convertible Preferred Stock for the Corporation filed with the Nevada Secretary of State on December 27, 2010, as instrument number 00002967910-14 and the Certificate of Designation of Series B Convertible Preferred Stock for the Corporation filed with the Nevada Secretary of State on June 10, 2011, as instrument number 20110433216-23.
On November 1, 2020, the Company's sole officer and director, David Lazar and the Company's controlling shareholder Custodian Ventures LLC approved the designation of 10,000,000 shares of Series A-1 Preferred Stock, par value $0.001 per share.
During the fiscal year ended December 31, 2020, the Company issued 10,000,000 shares of Series A-1 Preferred Stock in respect to a private placement at $0.001 per share to the Custodian, a company controlled by its then officer and director, David Lazar.
On April 28, 2021, the order terminating the Custodianship was entered by the Court and also included an order barring unasserted claims.
In May 2021, NYJJ (Hong Kong) Limited ("NYJJ") entered into a securities purchase agreement with Custodian Ventures LLC, the court appointed custodian for the Company, for the purchase of 10,000,000 shares of Series A-1 preferred stock for a total purchase price of $230,000. The transfer of the aforementioned shares constituted a change in control. The beneficial owner of NYJJ is Ms. "NFN" Nankalamu.
Subsequently, on May 14, 2021, Chuanyi Liu and Wu Tung Wong entered into securities purchase agreements with NYJJ whereunder, Chuanyi Liu purchased 9,502,000 shares of Series A-1 Preferred Stock (95.2% of the Series A-1 Preferred) for $253,000 and Tung Wong Wu purchased 498,000 shares of Series A-1 Preferred Stock of the Company (4.98% of the Series A-1 Preferred) for $1, constituting a second change of control.
On May 25, 2021, David Lazar, the then sole officer and director of the Company resigned all positions and Chuanyi Liu was appointed as President, Juan Gu was appointed as Secretary of the Company; Chuangong Liu was appointed as Treasurer, and Peng Sun was appointed as Director of the Company. Subsequently, Lianzhong Zhang and Zhong Cao were appointed to the Company's board of directors.
Upon conclusion of the aforementioned transactions the Company had no ongoing operations and became a shell. The Company is currently seeking a project of merit for acquisition.
The address(es) of the issuer's principal executive office:
50 West Liberty Street, Suite 880
Reno, NV 89502
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☒ | No: ☐ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
See above.
2) | Security Information | ||
Trading symbol: | EGOC | ||
Exact title and class of securities outstanding: | Common Stock | ||
CUSIP: | 29271K106 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 1,875,000,000 | as of date: November 12, 2021 | |
Total shares outstanding: | 1,307,000,000 | as of date: November 12, 2021 | |
Number of shares in the Public Float2: | 1,121,754,216 | as of date: November 12, 2021 | |
Total number of shareholders of record: | 125 | as of date: November 12, 2021 |
All additional class(es) of publicly traded securities (if any):
Not Applicable
Transfer Agent
Name: | Issuer Direct Corporation | |
Phone: | (801) 272-9294 | |
Email: | julie.felix@issuerdirect.com | |
Address: Suite 100, 1981 Murray Holladay Road, Salt Lake City, UT 84117 | ||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Shares Outstanding as of Second Most Recent | |||||||||
Fiscal Year End: | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Opening Balance | |||||||||
Date December 31, 2018 | |||||||||
Common: 1,307,000,000 | |||||||||
Preferred: Nil | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | the | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | Issued (or | issued | shares | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/per | issued | (entities must | conversion) | filing. | Type. | ||
shares | share) at | at a | have individual | -OR- | |||||
returned to | Issuance | discount | with voting / | Nature of | |||||
treasury) | to | investment | Services | ||||||
market | control | Provided | |||||||
price at | disclosed). | ||||||||
the time | |||||||||
of | |||||||||
issuanc | |||||||||
e? | |||||||||
(Yes/No) | |||||||||
November 1, | New | 10,000,000 | Series A-1 | $0.001 | No | Custodian | Private | Restricted | Reg S |
2020 | issuance | Preferred | Ventures LLC, | Placement | |||||
David Lazar | |||||||||
Shares Outstanding | on September | 30, 2021 | |||||||
Ending Balance: | |||||||||
Common 1,307,000,000 | |||||||||
Preferred: Series A-1 Preferred: 10,000,000 |
Use the space below to provide any additional details, including footnotes to the table above:
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms | Name of Noteholder | Reason for |
Note | Balance ($) | Amount at | Accrued ($) | Date | (e.g. pricing | (entities must have | Issuance (e.g. |
Issuance | Issuance ($) | mechanism for | individual with voting | Loan, Services, | |||
determining | / investment control | etc.) | |||||
conversion of | disclosed). | ||||||
instrument to shares | |||||||
Use the space below to provide any additional details, including footnotes to the table above:
- Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP ☐ IFRS
- The financial statements for this reporting period were prepared by (name of individual)4:
Name: | Li Shen, CA |
Title: | Accountant |
Relationship to Issuer: | N/A |
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
Unaudited condensed financial statements for the three and nine months ended September 30, 2021 and 2020 appended hereto include:
- Balance sheet;
- Statement of income;
- Statement of cash flows;
- Statement of Retained Earnings (Statement of Changes in Stockholders' Equity); and,
- Financial notes.
- Issuer's Business, Products and Services
The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:
- Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations") The issuer has no operations.
- Please list any subsidiaries, parents, or affiliated companies. The issuer has no subsidiaries, parents or affiliated companies.
- Describe the issuers' principal products or services. The issuer is currently a shell corporation.
- Issuer's Facilities
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
The issuer has an office provided by management free of charge at 50 West Liberty Street, Suite 880, Reno, NV 89502
- Company Insiders (Officers, Directors, and Control Persons)
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer's securities, as well as any officer, and any director of the company, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section.
The information below is supplied as of September 30, 2021:
Name of | Affiliation with | Residential Address | Number of | Share | Ownership | Note |
Officer/Director or | Company (e.g. | (City / State Only) | shares owned | type/class | Percentage | |
Control Person | Officer Title | of Class | ||||
/Director/Owner of | Outstanding | |||||
more than 5%) (1) | ||||||
Chuanyi Liu | President, Director, | Heze City, Shandong | 9,502,000 | Series A-1 | 95.02% | |
Over 5% control | Province, China | Preferred | ||||
person | ||||||
Juan Gu | Director, Secretary | Heze City, Shandong | - | - | - | |
Province, China | ||||||
Chuangong Liu | Treasurer, Director | Heze City, Shandong | - | - | - | |
Province, China | ||||||
Peng Sun | Director | Shenzhen, | - | - | - | |
Guangzhou, China | ||||||
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Energy 1 Corporation published this content on 15 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 November 2021 16:24:08 UTC.