SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 27, 2012
REON Holdings, Inc.
(Exact name of registrant as specified in
|(State of other jurisdiction
Songzhuangzhen Wangdu 3 Jie 19Hao
Tongzhouqu, Beijing, China
(Address of principal executive
(86) 10 5129 5695
(Registrant's telephone number, including
100 Europa Drive, Suite 455
Chapel Hill, North Carolina
(Former name, former address and former
fiscal year, 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:
Written communications 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
¨ 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 1.01 Entry into a Material Definitive Agreement
On November 27, 2012, REON Holdings, Inc.,
formerly known as Troy, Inc., (the “Company”) entered into and closed a Stock Purchase Agreement (the “SPA”)
with Peter Coker, the former sole director and officer of the Company (the “Seller”), and Zhongxin Li (the “Purchaser”),
under which the Purchaser purchased 100,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”),
for an aggregate purchase price of $20,000, payable in full to the Seller. The Shares represent all of the Seller’s interest
in and to any securities of the Company, and make up 100% of the issued and outstanding shares of the Company’s common stock.
All funds for the purchase of the Shares
were provided from the Purchaser’s personal funds.
There is no family relationship or other
relationship between the Seller and Purchaser and there are no arrangements or understanding among the members of the former or
new control group with respect to election of directors or other matters. This was a private transaction between Seller and Purchaser
and no new shares of the Registrant were sold or issued.
Item 5.01 Changes in Control of Registrant
The information required by this Item 5.01
is incorporated herein by reference to Item 1.01, Entry into a Material Definitive Agreement and Item 5.02, Departure of Directors
or Certain Officers; Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Item 5.02. Departures of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the SPA, on November
27, 2012, Peter Coker resigned from his positions as sole director and President, Chief Executive Officer, and Chief Financial
Officer of the Company, effective upon the appointment of a successor to these positions.
On November 27, 2012, the Board of Directors
of the Company accepted Mr. Coker’s resignation and appointed Zhongxin Li as the President, Chief Executive Officer, Chief
Financial Officer and sole director effective immediately.
Zhongxin Li, age 47, has over 20 years
of experience in business development, marketing, and financial services. Mr. Li has been the founder, chairman and CEO of Ruian
Hexin Investment Management (Beijing) Co., Ltd. since 2010. Ruian Hexin is primarily focused on providing financial services to
China’s emerging middle class population. Mr. Li was also the chairman of Beijing Ruian Hongtai Insurance Agency Co., Ltd
since 2006. Between 2004 and 2006, Mr. Li was the CEO of Beijing Junrong Investment Guarantee Co., Ltd. Between 2001 and 2004,
Mr. Li was the marketing manager of Beijing branch of Tai Kang Life Insurance Co., Ltd; and between 1997 and 2001, Mr. Li was the
marketing manager of China Ping An Insurance Co., Ltd. Mr. Li received his master degree in banking and monetary policy from Renmin
University of China, and his bachelor degree in science from Jinan University in ceramics.
No transactions occurred in the last two
years to which the Company was a party in which Mr. Li had or is to have a direct or indirect material interest.
5.03 Amendments to Articles of Incorporation or Bylaws
November 28, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”)
with the Secretary of State of the State of Nevada to change its name from “Troy, Inc.” to “REON Holdings, Inc.”
(the “Name Change”), to increase the total number of authorized shares to 1,500,000,000 of which 1,000,000,000
shares shall be common stock, par value $0.001 per share and 500,000,000 shares shall be preferred stock, par value $0.001 per
share (the “Authorized Share Increase”). A copy of the Amendment is attached to this
Current Report on Form 8-K as Exhibit 3.1.
8.01 Other Events
Effective November 27, 2012, the
Company’s executive office is located at Songzhuangzhen Wangdu 3 Jie 19Hao 204Shi Tongzhouqu, Beijing, China. The phone
number is (86) 10 5129 5695.
Item 9.01 Financial Statements and
The exhibits listed in the following Exhibit
Index are filed as part of this Current Report on Form 8-K.
||Stock Purchase Agreement dated November 27, 2012.|
||Certificate of Amendment to the Articles of Incorporation.|
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.
||REON Holdings, Inc.
|Date: November 29, 2012
||/s/ Zhongxin Li
||Chief Executive Officer