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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): October 22, 2009
WOLLEMI MINING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-149898 26-1272059
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
Room 42, 4th Floor, New Henry House, 10 Ice Street, Central, Hong Kong
(Address of Principal Executive Offices, Zip Code)
(00852) 2810 7822
(Registrant's telephone number, including area code)
108 Landis Avenue, Chula Vista, CA 91910
(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:
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:
[ ] Written communication 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 September 29, 2009, Christopher Coldicutt (the "Seller") entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement No.1") with three purchasers
and the purchasers' representative. Under the Stock Purchase Agreement No. 1,
the Seller agreed to sell 793,333 shares of Wollemi Mining Corp. (the "Company")
(that is 1,190,000 post-1.5-for-1 forward split shares) to the purchasers for a
total of $74,000.
On the same date, the Seller entered into another Stock Purchase Agreement (the
"Stock Purchase Agreement No.2") with another five purchasers and the
purchasers' representative. Under the Stock Purchase Agreement No. 2, the Seller
agreed to sell 1,206,667 shares of the Company (that is 1,810,000 post-1.5-for-1
forward split shares) to the purchasers for a total of $175,000. The Company
signed both Stock Purchase Agreements solely to join the Seller in making
warranties and representations about the Company.
The closing of the transactions (the "Closing") under the Stock Purchase
Agreement No. 1 and the Stock Purchase Agreement No. 2 (collectively referred to
as the "Stock Purchase Agreements"), which was subject to the completion of the
1.5-for-1 forward split, occurred on October 22, 2009 ("Closing Date"). On the
Closing Date, pursuant to the terms of the Stock Purchase Agreements, eight
purchasers purchased a total of 3,000,000 post split shares of the issued and
outstanding common stock of the Company, representing 66.67% of the total issued
and outstanding stock of the Company, from Christopher Coldicutt. In exchange
for the controlling shares of the Company, the purchasers agreed to pay a total
of $249,000, as referenced in this Item 5.01.
Susana Gomez resigned as an officer and director of the Company effective as of
the Closing, and Chen Yi was appointed the director and officer of the Company
effective as of the Closing.
The following table sets forth, as of the date of this report, certain
information with respect to the Company's equity securities owned of record or
beneficially by (i) each officer and director of the Company; (ii) each person
who owns beneficially more than 5% of each class of the Company's outstanding
equity securities; and (iii) all directors and executive officers as a group.
Amount and Nature of Percent of
Title of Class Name of Beneficial Owner (1) Beneficial Ownership Class
-------------- ---------------------------- -------------------- -----
Common Stock Wang Chen 400,000 13.33%
Common Stock Yang Ming 400,000 13.33%
Common Stock Asia Alpha Limited 343,333 11.44%
Common Stock China Overseas Financial Group Limited 250,000 8.33%
Common Stock Chen Hongmei 200,000 6.67%
Common Stock Hu Yicheng 200,000 6.67%
Common Stock Infinity Wealth Management Ltd 200,000 6.67%
Common Stock All Officers and Directors
as a Group (one person) (2) 200,000 6.67%
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(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(2) Chen Yi is the controlling person of Ininity Wealth Management Ltd. He was
appointed as the CEO and director of the Company as of the Closing. This
makes up the controlling power of 6.67% by all officers and directors as a
group, of the Company's totally issued and outstanding shares, as of the
Closing
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On October 22, 2009, in connection with the Stock Purchase Agreements referenced
in Item 5.01 above, Susana Gomez, the Company's sole director and officer at
that time, tendered her resignation from the board of directors and from any and
all offices of the Company held by her effective as of the Closing. Susana Gomez
appointed Chen Yi as a replacing director, the President, Chief Executive
Officer, Chief Financial Officer, Treasurer and Secretary of the Company,
effective automatically as of the Closing. Susana Gomez's resignation was in no
way connected to a disagreement with the Company regarding operations, policies
or practices. The letter of resignation of Susana Gomez is attached hereto as
Exhibit 17.1.
From March 2008 to now, Mr. Chen Yi has served as the general manager of Beijing
Sunrise Technologies Co., Ltd. He oversees that company's marketing and sales
functions as well as the day-to-day operations of the business. He is also
responsible for leading or coordinating the strategic planning functions of that
company. From February 2005 to March 2008, he worked as a regional manager at
Amoi Electronic Corporation Limited. Being stationed in the Amoi business
division in Cangzhou city, he handled the accounting, human resources, payroll,
purchasing and staff training, to the satisfaction of Amio Headquarter. Mr. Chen
received his bachlor's degree from Huazhong Agricultural University.
ITEM 8.01 OTHER EVENTS
On September 29, 2009, the Company authorized a 1.5-for-1 forward stock split of
all issued and outstanding shares of the Company's common stock, payable on
October 29, 2009 to shareholders of record as of the close of busines on October
28, 2009. The Company will have 4,500,000 shares of common stock issued and
outstanding after the forward stock split.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Exhibit Title
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10.1 Stock Purchase Agreement No. 1 dated as of September 29, 2009, by
and among Christopher Coldicutt, three purchasers, the purchasers'
representative and the Company.
10.2 Stock Purchase Agreement No. 2 dated as of September 29, 2009, by
and among Christopher Coldicutt, five purchasers, the purchasers'
representative and the Company.
17.1 Resignation Letter of Susana Gomez
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Wollemi Mining Corp.
Date: October 22, 2009 By: /s/ Chen Yi
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Chen Yi, President