SEC Filing Summary: American Lorain Corporation (Form 8-K)
Business Context and Reporting Period
This Form 8-K was filed on July 23, 2007, by American Lorain Corporation (formerly Millennium Quest, Inc.), a Delaware corporation. The report details corporate governance changes effective as of July 17, 2007, following board approval on May 3, 2007. The registrant's principal executive offices are located in Shandong, China.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate structural amendments rather than financial performance.
Material Changes
- Corporate Name Change: The company changed its name from Millennium Quest, Inc. to American Lorain Corporation.
- Authorized Share Increase: The maximum number of authorized common stock shares was increased from 20,000,000 to 200,000,000.
- Reverse Stock Split: A 1-for-32.84 reverse split of all issued and outstanding common stock was effected.
- Trading Symbol and CUSIP: The new CUSIP number is 027297100. The stock will be quoted on the Over The Counter Bulletin Board under a new symbol to be assigned by NASDAQ.
- Preferred Stock Conversion Adjustments:
- Series B Preferred Stock: Automatically converted to common stock. The conversion ratio was adjusted to 1 share of Series B for 23.375 shares of Common Stock (originally 767.635) upon the effectiveness of the Reverse Split.
- Series A Preferred Stock: Holders are entitled to convert at a ratio of 428.56 shares of Common Stock for each share of Series A Preferred Stock.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on financial outlook, specific risks, contingencies, or unusual items. The document serves strictly to notify the SEC of the amendment to the Certificate of Incorporation.
Investor Verification Checklist
- Verify the new trading symbol assigned by NASDAQ for the Over The Counter Bulletin Board.
- Confirm the post-split share count and the specific conversion ratios for Series A and Series B Preferred Stock holders.
- Review the attached Exhibit 3.1 (Certificate of Amendment) for full legal terms of the reverse split and name change.
- Check subsequent filings for the first financial report reflecting the new capital structure.