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
July 15, 2011
Date of Report
(Date of Earliest Event Reported)
SGREENTECH GROUP LIMITED
(Exact Name of Registrant as Specified in its Charter)
formerly
ALDERWOOD ACQUISITION CORPORATION
Delaware 000-54147 27-3567767
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
Room 1, 13/F
Hung Tai Industrial Building
37 Hung To Road
Kwun Tong, Kowloon, Hong Kong
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
(011) 852 275 55022
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On July 18, 2011 the Registrant issued 27,692,308 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933
for services provided to the Corporation.
2. The Registrant issued 27,692,308 shares of common stock to the
following shareholders in the following amounts representing 99.3% of the
total outstanding 27,892,308 shares of common stock:
Zhang Li Ying 769,231
Zhou Wei Jian 769,231
In Nany Sing Charlie 26,153,846
ITEM 5.01 Changes in Control of Registrant
On July 15, 2011 the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,800,000 of the
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,980.
3. New officers and directors were appointed and elected and the
prior officers and directors resigned.
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 SGreenTech Holdings Ltd. (China), an operating 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.
SGreenTech Holdings Ltd. (China) is a marketer and distributor of
entertainment, computing and communications products. Currently, it
markets and distributes television sets, including LCD television sets
and monitors across the world. SGreenTech Holdings Ltd. (China) has
obtained the right to assemble television sets for distribution and sale.
Such assembly is conducted through contract manufacturers in China. It
anticipates that it will expand into television marketing and distribution.
SGreenTech Holdings Ltd. (China) also anticipates that it will enter the
cellular telephone and computer markets.
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 July 15, 2011, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On July 15, 2011, James McKillop resigned as the Registrant's vice
president, and director.
On July 15, 2011, In Nany Sing Charlie was elected to the Board of
Directors of the Registrant and was appointed chief executive officer of
the Registrant:
In Nany Sing Charlie, 55, serves as Chief Executive Officer and
Director of the Registrant. Mr. In is the director of China Titanium Ltd,
as well as chairman of Sino-Environment Technology Group Ltd, both
companies listed on the Singapore Stock Exchange. Mr. In is also the
director of Sino-Excel Energy Pte Ltd, a company that is listed on the
Australian Stock Exchange. Mr. In is also an advisor at Singapore People's
Association's Talent Advisory Panel. Mr/ In's experience covers business
management, capital sourcing, consulting, marketing, mergers and
acquisitions. He and his team have provided business consulting services
to Motorola, Hewlett Packard, IBM, Kodak, Citibank, Sapphire Corporation
Ltd, Sky China Petroleum and YingLi International. Mr. In was chairman of
Direct Marketing Association of Singapore, advisor of Asia Pacific
Management Institute and adjunct faculty member of Singapore Institute of
Management for 20 years and 17 years at University of South Australia.
Mr. In holds a Diploma in Marketing from UK Chartered Institute
of Marketing, a Masters of Business Administration from University of East
Asia and a Postgraduate Diploma in Direct Marketing from
ADMA/Macquarie University Australia.
ITEM 5.03 Amendments to Articles of Incorporation
On July 13, 2011, the shareholders of the Corporation and the Board
of Directors unanimously ratified the change of the Registrant's name to
SGreenTech Group Limited and filed such change with the State of Delaware
on July 13, 2011.
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.
SGREENTECH GROUP LIMITED formerly
ALDERWOOD ACQUISITION CORPORATION
Date: July 19, 2011 /c/ Charlie In
Chief Executive Office
