8-K
Tancheng Group Co., Ltd. (QSJC)
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): October 17, 2022
TANCHENG GROUP CO., LTD.
(Exact name of registrant as specified in its charter)
| Nevada | 333-228803 | 38-4086827 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
No. 32, Huili Township,Jiaocheng County
Lvliang City, Shanxi Province, P.R. China030500
(Address of principal executive offices, zip code)
(+86) 139-1097-2765
(Registrant’s telephone number, including area code)
Bigeon Corp.
(Former name or former address, 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 (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)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | 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 5.07. Submission of Matters to a Vote of Security Holders.
On October 17, 2022, the holder of Bigeon Corp. (the “Company”), representing approximately 79.9% voting power of the total issued and outstanding capital stock of the Company, acting by written consent, approved a Certificate of Amendment to Articles of Incorporation (the “Certificate of Amendment”) of the Company to change the Company’s name to Tancheng Group Co., Ltd. (the “Name Change”). Such approval and consent constitute the approval and consent of at least a majority of the voting power of the Company’s outstanding capital stock and are sufficient under Section 78.320 of the Nevada Revised Statutes and the Company’s Articles of Incorporation and Bylaws in effect to approve the Certificate of Amendment.
The Name Change was also approved by the Company’s sole director on the same date. The Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada on October 17, 2022. The Certificate of Amendment is attached hereto as Exhibit 3.1. In connection with the Name Change, the Company has filed a notice with the Financial Industry Regulatory Authority applying to effect the Name Change and change the trading symbol for the Company’s common stock on the OTC markets.
| 2 |
| --- |
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on October 17, 2022 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
| 3 |
| --- |
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.
| Tancheng Group Co., Ltd. | ||
|---|---|---|
| Dated: December 13, 2022 | By: | /s/ Yu Yang |
| Name: | Yu Yang | |
| Title: | Chief Executive Officer and Chief Financial Officer |
| 4 |
| --- |
Exhibit 3.1
Filed in the Office of Secretary of State State Of Nevada Business Number E0295092018 - 8 Filing Number 20222696075 Filed On 10/17/2022 11:32:00 AM Number of Pages 2
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 4 T 5 C c 6 ( Profit Corporation: Certificate of Amendment <PuRsuANT TO NRs 78 . 380 & 78 . 385/78 . 390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT TO NRs 78.403) Officer's Statement PuRsuANT TO NRs 8o . o3o J . Effective Date and ime: (Optional) Date : Time : (must not be later than 90 days after the certificate is filed) . Information Being hanged: (Domestic orporations only) Changes to takes the following effect: The entity name has been amended. 0 The registered agent has been changed . (attach Certificate of Acceptance from new registered agent) O The purpose of the entity has been amended . Ƒ The authorized shares have been amended . D The directors , managers or general partners have been amended. D IRS tax language has been added. 0 Articles have been added . D Articles have been deleted . 0 Other . The articles have been amended as follows: (provide article numbers, if available) : Article 1: The name of the Corporation is TANCHENG GROUP CO . , LTD . L........ (attach additional page(s) if necessary) . Signature: Required) x/s/YuYang I CEO Signature of Officer or Authorized Signer Title xis/ Yu Yang ICFO Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right g i ven to any class or series of outstanding shares , then the amendment must be approved by the vote , in addition to the affirmative vote otherwise required , of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof . Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees . Page 2 of 2 Rev i sed : 1/1/2019