As filed with the Securities and Exchange Commission on October 3, 2018 

Registration No. 333-______

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

QHY GROUP

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   33-1176182

(State or Other Jurisdiction of 

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 1501 Broadway, Suite 1515, New York, NY 10036

(Address of Principal Executive Offices)

 

Yakun International Investment and Holding Group

(Former name, former address and former fiscal year, if change since last report)
 

2018 Equity Incentive Plan

(Full Title of the Plan)

 

 

Mao Xu, President and CEO

1501 Broadway, Suite 1515, New York, NY 10036

(212) 324-1876 

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

 

Copy to:

 

 

Vincent J. McGill, Esq.

Mandelbaum Salsburg P.C.

1270 Avenue of the Americas, Suite 1808

New York, New York 10020

(212) 324-1876  

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  o Accelerated filer  o
Non-accelerated filer   o (Do not check if a smaller reporting company) Smaller reporting company  ☒
  Emerging growth company  o

 

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 7(a)(2)(B) of the Securities Act. o

           

 

 

 

                                       

CALCULATION OF REGISTRATION FEE

  

Title Of Each Class Of Securities To Be Registered  

Amount To Be Registered

(1)

   

Proposed Maximum Offering

Price Per Share

(2)

   

Proposed Maximum Aggregate

Offering Price

(2)

   

Amount Of

Registration Fee

 
Common stock, par value $0.0001     10,000,000     $ 0.38     $ 3,800,000     $ 460.56  

 

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers shares of common stock, par value $0.0001 (the “Shares”) of QHY Group (the “Company” or the “Registrant”) issuable pursuant to (i) the 2018 Equity Incentive Plan (the “Plan”) and (ii) any additional shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction.
(2) The per share and aggregate offering prices are estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, based on  the average of the high and low prices of a share of common stock on October 2, 2018 as reported by Yahoo Finance.

 

 

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Information required by Item 1 and Item 2 of Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the participants in the Plan as required by Rule 428(b). These documents, which include the statement of availability required by Item 2 of Part I, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents of the Registrant, or QHY Group (formerly known as Yakun International Investment and Holding Group), a Nevada corporation, filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

 

(a) our Registration Statement on Form 10 filed with the SEC on May 14, 2018, as amended on July 3, 2018 (the “Form 10”);

 

(b) our Quarterly Reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018, filed with the SEC on June 11, 2018 and August 9, 2018, respectively;

 

(c) our Current Reports on Form 8-K filed with the SEC on July 17, 2018 and September 26, 2018;

 

(d) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Annual Report referred to in (a) above; and

 

(e) the description of our common stock contained in the Form 10, including any amendment or report filed for the purpose of updating such description.

  

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

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Item 4.  DESCRIPTION OF SECURITIES

 

Not applicable.

 

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

 

Not applicable.

  

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our officers and directors are indemnified as provided by the Nevada Business Corporation Act and our Articles of Incorporation.

 

Under the Nevada Business Corporation Act, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

 

Our Articles of Incorporation provide that we will indemnify our directors and officers to the fullest extent permitted by law, provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under law or (d) is required to be made pursuant to the bylaws.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

 

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

 

Not applicable. 

 

Item 8. EXHIBITS

 

Exhibit No.   Description
     
5.1   Opinion of Mandelbaum Salsburg P.C., counsel to the Registrant, as to the legality of the securities being registered.
     
10.1   2018 Equity Incentive Plan.
     
23.1   Consent of Yu Certified Public Accountant PC, independent registered public accounting firm.
     
23.2   Consent of Mandelbaum Salsburg P.C (included in Exhibit 5.1).  

 

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Item 9. UNDERTAKINGS

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii) To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; 

 

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on October 3, 2018.

 

 

YAKUN INTERNATIONAL INVESTMENT AND

HOLDING GROUP

     
  By: /s/ Mao Xu
    Mao Xu
  Its:

President, Chief Executive Officer,

Chief Financial Officer,

Treasurer and a Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities on October 3, 2018.

 

Name   Title
     
/s/ Mao Xu   President, Chief Executive Officer, Chief Financial Officer, Treasurer and a  Director
Mao Xu   (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
     
/s/ Yu Tao   Director
Yu Tao    
     
/s/ Roy Teng   Director
Roy Teng    

 

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