NOTE 1 -ORGANIZATION AND NATURE OF BUSINESS
Uni Line Corp. (“ULNV” or the “Company”) was incorporated in the State of Nevada on September 5, 2013. The Company’s original business plan was to sell freshly squeezed juices from mobile stands in London, United Kingdom, but this business was not successful and we did not generate any revenue from this business.
On October 28, 2016, Roman Ehlert, the Company’s then sole director, officer and principal stockholder, transferred an aggregate of 6,000,000 shares of our common stock, representing approximately 73.98% of the Company’s issued and outstanding capital stock on a fully-diluted basis, to Jun Chen, Jian Xiong, Guili Xiong, Shuwen Du, Lianze Xiong, Gang Deng, Guoping Wang, Zhongnan Liu, Yue Wang, Yebiao Ding, Xiuyuan Bai and Jiahong Du, for an aggregate purchase price of $228,000, which resulted in a change of control of the Company. In connection with the transaction, Roman Ehlert released the Company from all debts owed which aggregated $13,684 and was recorded as additional paid in capital in the accompanying balance sheet.
Upon the change of control of the Company, on October 28, 2016: (1) Roman Ehlert ceased to be the Company’s President and Principal Accounting Officer; and (2) the Company has relocated its principle office to 1609, Feng Rui Ge, Fenghu Building, Buji, Luohu, Shenzhen, Guangdong, China 518000.
On December 16, 2016, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Porter Group Limited (“PGL”) to acquire all issued and outstanding shares of PGL. Under the terms of the Purchase Agreement, the Company agreed to issue 500,000,000 shares of its common stock to the owners of the PGL (“the share exchange”).
Execution of the Purchase Agreement is the first stage of the planned acquisition. Closing was planned to take place on or before June 18, 2017 (the “Closing”). The Closing is conditioned upon (i) PGL providing a valuation report of PGL and a full and up-to-date audit of the financial position of PGL, both satisfactory to ULNV; and (ii) approval by ULNV shareholders to issue 500 million new common shares and the transaction pursuant to the Purchase Agreement. All shares issued pursuant to the Purchase Agreement are held in escrow and deemed to be in the full control of ULNV until the closing.
On December 16, 2016, Mr. Zonghua Chen was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company effective December 19, 2016.
Mr. Zonghua Chen is a general manager, corporate representative and executive director in Shenzhen Porter City Investment Management Co., Ltd. which is a variable interest entity of PGL.
Upon closing, the Company will become a wholly owned subsidiary of ULNV. For financial accounting purposes, the share exchange will be accounted for as a reverse acquisition by PGL, and resulted in a recapitalization, with PGL, being the accounting acquirer and the Company, as the acquired entity. After the reverse acquisition, the Company expects to refocus its business as an innovative O2O(ONLINE TO OFFLINE) business platform operator covering both online E-commerce and offline commercial chain entity of three dimensional synchronous operation together with integrated comprehensive services for consumer manufacturing enterprises.
Also upon Closing, Mr. Zonghua Chen will receive $2.4 million as consideration to be paid by the Company for acquisition of his equity ownership in PGL, represented by 30,000,000 shares of Company common stock to be issued to Mr. Zonghua Chen at Closing.
During the fiscal year ended February 28, 2017, other than seeking to consummate a combination transaction with, PGL, the Company was not engaged in any significant business activities and had no operations or revenues.