WNLV 8-K
Winvest Group Ltd (WNLV)
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): September 14, 2021
Zyrox Mining International, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-56204 | 27-2052033 | ||
| (State of incorporation) | (Commission File Number) | (IRS
Employer Identification No.) |
| 50 West Liberty Street Suite 880, Reno NV 89501 | 10036 | |
| (Address of principal executive offices) | (Zip Code) |
(775) 996-0288
(Registrant’s telephone number, including area code)
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 240.13e-4(c)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | ZYRX | N/A |
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
The Board of Directors of Zyrox Mining International, Inc. (the “Company”) voted to change the Company’s fiscal year end to December 31st in order to align it with its intended acquisition target. The Board of Directors of the Company approved this change on September 14, 2021.
Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Other Events
The Board of Directors of the Company voted to change the Company’s address to 50 West Liberty Street Suite 880, Reno NV 89501. The Board of Directors of the Company approved this change on September 14, 2021. The Company is also changing its phone number to (775) 996-0288.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Resolutions of the Board of Directors of the Company for the change in the fiscal year end, dated September 14, 2021. |
1
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.
September 21, 2021
| Zyrox Mining International, Inc. | ||
| /s/ Wan Nyuk Ming | ||
| By: | Wan Nyuk Ming | |
| Title: | Chairman | |
2
Exhibit 99.1
WRITTEN CONSENT OF THE DIRECTORS OF
ZYROX MINING INTERNATIONAL, INC.
THE UNDERSIGNED, being all of the directors of Zyrox Mining International, Inc., a Nevada corporation (the “Corporation”), pursuant to the provisions of the Nevada Revised Statutes, the undersigned does hereby adopt the resolutions set forth below and upon execution of this consent (the “Consent”), the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as those adopted in a formal meeting of the Corporation’s Board of Directors, duly called and held for the purpose of acting upon proposals to adopt such resolutions:
WHEREAS, the Board of Directors believes it is in the best interest of the shareholders of the Corporation to change the Corporation’s fiscal year end to December 31 and utilize the registered agent’s principal address of 50 West Liberty Street Suite 880, Reno NV 89501.
THEREFORE, BE IT RESOLVED, that the Corporation change its fiscal year end to December 31, and change its address to 50 West Liberty Street Suite 880, Reno NV 89501, and make all of the required filings related thereto.
FURTHER RESOLVED, that any and all actions heretofore reasonably taken by or on behalf of the Corporation in the conduct of its business prior to the date hereof are approved, ratified and confirmed in all respects as being the acts and deeds of the Corporation, including any and all actions heretofore made for or on behalf or in the name of the Corporation by any of
the Corporation’s officer and directors.
FURTHER RESOLVED, that the proper officers of the Company be, and they and each of them hereby are, authorized and empowered, in the name of the Corporation and on its behalf, to do all such further acts and things, and to execute, deliver and file with the appropriate authorities all such further documents, certificates and instruments, as such officers, in their sole discretion, shall determine to be necessary, appropriate or advisable in order to carry out the intent of the foregoing resolutions, any such execution delivery and/or filing by such officers of any such document, certificate or instrument.
IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands and adopted the above resolutions as of September 14, 2021 and hereby directs that a signed copy of this written consent be filed with the Minutes of the proceedings of the directors of the Corporation.
| DIRECTORS: | |
| /s/ WAN NYUK MING | |
| WAN NYUK MING | |
| /S/ JEFFREY WONG KAH MUN | |
| JEFFREY WONG KAH MUN | |
| /s/ NG CHIAN YIN | |
| NG CHIAN YIN |