KEEMO Fashion Group Ltd 8-K, filed Jul 26, 2023
KEEMO Fashion Group Ltd (KMFG)
About this 8-K
KEEMO Fashion Group Ltd filed this 8-K on July 26, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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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):
| 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 - 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 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 8.01 OTHER EVENTS
On July 26, 2023, resolved to close the offering (the “Offering”) from the registration statement on Form S-1/A, dated May 12, 2023, that had been declared effective by the Securities and Exchange Commission on June 6, 2023. The Offering resulting in 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | CONSENT IN WRITING OF BOARDS OF DIRECTORS OF KEEMO FASHION GROUP LIMITED IN LIEU OF AN ORGANIZATIONAL MEETING |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto duly authorized.
| KEEMO FASHION GROUP LIMITED | ||
| (Name of Registrant) | ||
| Date: July 26, 2023 | ||
| By: | /s/ LIU LU | |
| Name: | Liu Lu | |
| |
Title: |
Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
EXHIBIT INDEX
| 99.1 | CONSENT IN WRITING OF BOARDS OF DIRECTORS OF KEEMO FASHION GROUP LIMITED IN LIEU OF AN ORGANIZATIONAL MEETING |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
CONSENT
IN WRITING OF
BOARDS OF DIRECTORS OF
KEEMO FASHION GROUP LIMITED
IN LIEU OF AN ORGANIZATIONAL MEETING
July 26, 2023
Pursuant to Sections 78.315 and 78.320 of the Nevada Revised Statutes, the undersigned being the Director of KEEMO FASHION GROUP LIMITED, a Nevada corporation (the “Company”), do hereby authorize, approve, and consent to the adoption of the following resolutions and the actions contemplated therein, without meeting:
1. Issuance of shares
WHEREAS various subscribers have agreed to subscribe for and have paid for shares of common stock in the capital of the Company pursuant to the Company’s registration statement on Form S-1/A, which was declared effective on June 6, 2023;
THAT shares of common stock be issued to the following Individual and Companies:
| Name | Share
to be issued | Payment | Per
share price | ||||||||||||
| 1 | ZHIHAO HONG | 130,000 | $ | 1,950 | $ | 0.015 | |||||||||
| 2 | ZHIWANG HONG | 130,000 | $ | 1,950 | $ | 0.015 | |||||||||
| 3 | YINPING DING | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 4 | CHI HONG YEE | 80,000 | $ | 1,200 | $ | 0.015 | |||||||||
| 5 | YUEN WEI CHU | 80,000 | $ | 1,200 | $ | 0.015 | |||||||||
| 6 | CHEE IAN FOONG | 80,000 | $ | 1,200 | $ | 0.015 | |||||||||
| 7 | EUJINN CHAN | 80,000 | $ | 1,200 | $ | 0.015 | |||||||||
| 8 | YUNG SHINN RESNEE CHU | 80,000 | $ | 1,200 | $ | 0.015 | |||||||||
| 9 | JUN HAO SEE | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 10 | ZOEN CHIN LOKE | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 11 | YAN-NIE FOONG | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 12 | KAE REN TEE | 75,000 | $ | 1,125 | 0.015 | ||||||||||
| 13 | WEI CHIN CHIK | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 14 | YING WEN SIEW | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 15 | JIA JUN NGEOW | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 16 | CAI LYNN NGEOW | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 17 | JIA JIET NGEOW | 75,000 | $ | 1,125 | 0.015 | ||||||||||
| 18 | KAR YEE CHIN | 75,000 | $ | 1,125 | $ | 0.015 | |||||||||
| 19 | SIQI ZHANG | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 20 | KAI ZHOU | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 21 | JIAXIN YU | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 22 | MING LI | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 23 | CHAO HUANG | 30,000 | $ | 450 | 0.015 | ||||||||||
| 24 | HANYAN WANG | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 25 | BIHUA YANG | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 26 | XIJUAN HUANG | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 27 | ZHONGPENG CHEN | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 28 | JINLONG HUANG | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 29 | CHUNLI WANG | 30,000 | $ | 450 | $ | 0.015 | |||||||||
| 30 | ZHIDA HONG | 130,000 | $ | 1,950 | $ | 0.015 | |||||||||
| Total | 1,900,000 | $ | 28,500.00 | ||||||||||||
NOW, THEREFORE, BE IT:
RESOLVED, that the Initial Public Offering be closed as of the date first written above.
RESOLVED, that the Company be, and hereby is authorized to enter into subscription agreements to sell the Shares pursuant to the Initial Public Offering; and be it further
RESOLVED, that any and all actions taken by the officers and directors of the Company in connection with the foregoing resolutions be and hereby are approved and ratified as if approved prior to such actions being taken; and be it further
RESOLVED, that the proper officers be, and they and each of them hereby are, authorized and empowered, in the name of the Company and on its behalf, to do all such further acts and things and to execute, and deliver all such additional documents, instruments and certificates, as such officers, in their sole discretion, shall determine to be necessary, appropriate or desirable for the purposes of carrying out the foregoing resolutions, any such determination to be conclusively evidenced by the doing by such officers of any such act or thing, or the execution and delivery by such officers of any such additional documents, instruments or certificates.
IN WITHNESS HEREOF, the undersigned have executed this Written Consent as of the date first written above.
BOARD OF DIRECTORS:
Liu Lu Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |