Attached files
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): December 10, 2010
BELENUS ACQUISITION CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-54121 N/A
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
C/O SAMUEL CHEUNG & KIM WAI WONG
737 S. ALMANSOR STREET, SUITE B
ALHAMBRA, CA 91801
(Address of Principal Executive Offices)
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TEL/FAX: 626-463-7369
(Registrant Telephone number)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective on December 10, 2010, William Tay, the sole shareholder of Belenus
Acquisition Corp., entered into a share purchase agreement (the "Agreement")
with Samuel Cheung and Kim Wai Wong. Pursuant to the Agreement, on December 10,
2010, William Tay transferred to Samuel Cheung and Kim Wai Wong, 15,695,000
shares of our common stock each, which represents all of our issued and
outstanding shares (totaling 31,390,000) in consideration of $120,000, of which
$70,000 has been received to date.
The description of the material terms of the aforementioned Agreement included
in Items 5.01 and 5.02 of this Form 8-K is incorporated by reference into this
Item.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On December 10, 2010, William Tay, the sole shareholder of Belenus Acquisition
Corp., consummated a sale of 31,390,000 shares of our common stock to Samuel
Cheung and Kim Wai Wong, to be divided 50/50 between Messrs. Cheung and Wong
for an aggregate purchase price of $120,000. Following the closing of the stock
purchase transaction, Samuel Cheung and Kim Wai Wong each owns a 50% interest
in the issued and outstanding shares of our common stock.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
Effective December 13, 2010, William Tay resigned from his positions as
President, Chief Executive Officer, Secretary, Treasurer and Director of the
Company. The resignation of William Tay was not the result of any disagreement
with the Company on any matter relating to our operations, policies or
practices. William Tay written resignation is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Effective December 13, 2010, Samuel Cheung was appointed as President, Chief
Executive Officer and Director of the Company.
Effective December 13, 2010, Kim Wai Wong was appointed as Secretary, Treasurer
and Director of the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
10.1 Share Purchase Agreement between William Tay, Samuel Cheung and Kim
Wai Wong Effective December 10, 2010.
99.1 Letter of Director & Officer Resignation by William Tay
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.
Dated: December 10, 2010
BELENUS ACQUISITION CORP.
By: /s/ William Tay
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William Tay
Presiden
