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
May 25, 2011
Date of Report
(Date of Earliest Event Reported)
DE YANG INTERNATIONAL GROUP LTD.
(Exact Name of Registrant as Specified in its Charter)
PINEWOOD ACQUISITION CORPORATION
(Former name of Registrant)
Delaware 000-54146 27-3566984
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
240 km, Freeway No. 324 Xiashaxi
Neicuo Town Xiangan District Xiamen
Fujian, China 361101
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
626/375-9016
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On June 1, 2011 the Registrant issued 19,500,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 for services
provided to the Corporation.
ITEM 5.01 Changes in Control of Registrant
The following events occurred which resulted in a change of control
of the Registrant:
1. On May 27, 2011, the Registrant redeemed from its then two
shareholders an aggregate of 19,500,000 of its 20,000,000 shares of
outstanding stock at a redemption price of $.0001 per share for an
aggregate redemption price of $1,950.
2. On May 27, 2011, the shareholders of the Corporation elected
new directors and the existing directors of the Corporation resigned
and simultaneously the then officers of the Corporation resigned and
new officers were appointed.
3. On June 1, 2011, the Registrant issued 19,500,000 shares of
common stock to the following shareholders in the following amounts
representing 97.5% of the total outstanding 20,000,000 shares of
common stock:
Yanshi Chen 17,000,000
DEP Group (a BVI corporation) 2,500,000
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G on October
7, 2010 as updated by the Annual Reports on Form 10-K filed on March 30,
2010 and Quarterly Reports on Form 10-Q filed January 26, 2011 and May 13,
2011 as supplemented by the information contained in this report.
The registrant anticipates that it may enter into a business
combination with an operating shoe manufacturing business located in China.
No agreements have been reached on terms of any such possible combination
and no contracts nor other documents have been executed. Such shoe
manufacturing business was founded in 1994 by the president of the
registrant and it is in the process of obtaining audited financial
statements. The registrant will not make a decision on any such possible
combination until it receives the financial report of such possible target
company and management has the opportunity to review and evaluate the
report.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On May 27, 2011, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On May 27, 2011, James McKillop resigned as the Registrant's vice
president, and director.
On May 27, 2011, the following persons were elected to the Board
of Directors of the Registrant:
Yanshi (Steven) Chen (Chairman of the Board)
Zhengzhi Ye
Chengwen (Vincent) Chen
Shengmo (Eric) Chen
Enping Deng
On May 27, 2011, the following persons were appointed to the following
offices of the Registrant:
Chengwen (Vincent) Chen Chief Executive Officer
Yanshi (Steven) Chen President
Zhengzhi Ye Chief Financial Officer
Yanshi Chen (Steven Chen). Mr. Chen serves as president and a
director of the Registrant. Mr. Chen received his AS Degree in Business
Administration from NanKai University, Tianjing China. Mr. Chen founded
De Yang Shoe Company in 1994, and developed the factory from a small
workshop to a multimillion business. Over the decade, Mr. Chen
accumulated hands-on experience and expertise in the operation of
De Yang. Approximately 95% of the De Yang Shoe Company operations is
the manufacturing of foreign brands and 5% is local retail sales through
its three retail outlets. De Yang has 700 employees.
Chengwen Chen (Vincent Chen). Mr. Chen serves as chief executive
officer and a director of the Registrant. Mr. Chen received his Bachelor
in Business Administration from Wuhan University, Hubei China. Mr. Chen
is the son of Steven Chen. Mr. Chen is trained in IT technology, LEAN,
ISO, 7S professional management tools and was a pioneer in implementing
these advanced management methods in Chinese shoe manufacturing industry.
Mr. Chen is an expert in cost control and quality assurance. Mr. Chen has
a unique insight into the market trend and rhythm.
Zhenzhi Ye. Ms. Ye serves as the chief financial officer and a
director of the Registrant. Ms. Ye received her Associate Degree in
Business Administration from Nankai University, Tianjin, China.
Ms. Ye cofounded De Yang Shoe Company in 1994 and is in charge of it
daily financial operation. She developed and supervised the accounting
system for De Yang Shoe Company and reviews the daily accounting reports
and analyzes the data. She communicates daily with different departments
and all nationwide retail stores to monitor cash flow and inventory level
and develops the annual budget for De Yang Shoe Company. She controls cash
flow and audits the execution of business plans. Ms. Ye is well trained
and versed in local and national accounting and tax regulation.
Shengmo Chen (Eric Chen). Mr. Shengmo (Eric) Chen serves as a
director of the Registrant. Mr. Chen received his Bachelor in Business
Administration from Wuhan University, Hubei, China. Mr. Chen is the son
of Steven Chen. Mr. Chen started working at De Yang Shoe Company in 2007
and currently serves as it Director in charge of Brand Execution and Human
Resources. Mr. Chen has established a state of the art enterprise management
system including business structure, merchandise flow design, human resources
training, quality control, team building, enterprise culture and brand name
marketing. Mr. Chen is primarily responsible for establishing De Yang Shoe
Company's brand name to a well known brand utilizing strategic location
planning to establish stores targeting particular consumer groups.
Enping Deng. Mr. Deng serves as a director of the Registrant.
Mr. Deng received his Bachelor of Science degree from the University of
California, Berkeley, with a double major, in Business Administration
and Economics. Beginning in 2008, Mr. Deng worked as financial advisor
in Wachovia Securities, which merged with Wells Fargo Advisors in 2008.
In 2009, start working in JPMorgan Chase's subsidiary company Chase
Investment Service Corp. as Financial Advisor, Vice President. In 2011,
he resigned from Chase Investment Service Corp. to work with the
Registrant. Mr. Deng manages the key relationships with investment
banks, fund managers, and media.
ITEM 5.03 Amendments to Articles of Incorporation
On May 25, 2011, the shareholders of the Corporation and the Board
of Directors unanimously approved the change of the Registrant's name
to De Yang International Group Ltd. and filed such change with the State
of Delaware.
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 hereunder duly authorized.
DE YANG INTERNATIONAL GROUP LTD.
Formerly:
Pinewood Acquisition Corporation
/s/ Yanshi Chen
Date: June 1, 2011 Yanshi (Steven) Chen
Presiden
