Business Context and Reporting Period
This Form 8-K was filed by Steampunk Wizards, Inc. (a Nevada corporation) on October 18, 2016, reporting events that occurred on October 13, 2016. The filing details a material change in control, the spin-off of a subsidiary, and significant changes to the company's board and executive leadership.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The only specific financial figures disclosed relate to the transaction values:
- Spin-Off Proceeds: The Company received $2,000 as the purchase price for transferring all capital stock of its wholly-owned subsidiary, Steampunk Wizards Ltd., to Praefidi Holdings Limited.
- Change in Control Transaction: Purchasers acquired 18,071,445 shares of common stock (approximately 65.1% of outstanding shares) for an aggregate purchase price of $150,000.
Material Changes Versus Prior Period
The filing reports a fundamental shift in corporate structure and ownership:
- Asset Disposition: The Company divested its wholly-owned subsidiary, Steampunk Wizards Ltd. (a Malta-incorporated entity), to a third party.
- Change in Control: A Share Purchase Agreement resulted in a new group of shareholders acquiring a 65.1% majority stake in the Company.
- Leadership Overhaul: Mr. Joshua O'Cock resigned from all positions (President, CEO, CFO, Treasurer, Secretary, and sole director). Cuilian Cai was simultaneously appointed as Director, CEO, and CFO.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, financial outlook, or specific risk factors beyond the disclosure of the completed transactions. Management commentary is limited to the background of the new CEO, Cuilian Cai, noting her experience in foreign trade and marketing. The filing states there was no disagreement between the departing officer and the Company.
Key Facts for Investor Verification
- Verify the current status of the Company's operations following the spin-off of its Malta subsidiary.
- Confirm the identity and background of the new majority shareholders and the new CEO, Cuilian Cai.
- Review the attached Share Purchase Agreement (Exhibit 10.2) for any restrictive covenants or future obligations.
- Check subsequent filings for updated financial statements, as this 8-K does not contain audited or unaudited financial data.