Amended Current Report Filing (8-k/a)
November 15 2022 - 11:29AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
AMENDMENT
NO. 2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 25, 2022
KUN
PENG INTERNATIONAL LTD.
Formerly
known as CX Network Group Inc.
| Nevada |
|
333-169805 |
|
EIN
32-0538640 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
1F,
Building 3, No. 1001 Huihe South Street,
Banbidian Village
Gaobeidian
Town, Chaoyang District
Beijing,
PRC |
|
100025 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
+86
-1087227012
Registrant’s
Telephone Number, Including Area Code
(Former
name or former address, if changed since last report)
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not Applicable |
|
|
|
|
EXPLANATORY
NOTE
Kun
Peng International Ltd. (the “Company”) is furnishing this current report on Form 8-K/A (this “Amendment No. 2”)
to the Form 8-K filed on July 23, 2021, and Amendment No. 1 that was filed on November 3, 2021, to advise that the Company received
notification by e-mail from OTC Corporate Actions-FINRA that the Name Change and change in the
Company’s trading symbol to “KPEA” would take effect at the open of business on November 8, 2022, as described below.
TABLE
OF CONTENTS
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 23, 2021, the Company filed a current report on Form 8-K reflecting that effective as of July 20, 2021, a Certificate of
Amendment was approved by unanimous written consent of the board of directors of the Company and by written consent of 55.5% of the stockholders
of the Company changing the name of the Company from CX Network Group, Inc. to Kun Peng International Ltd. (the “Name Change”).
On November 3, 2022, the Company filed a current report on Form 8-K/A to the Form 8-K filed on July 23, 2021 in order to file Exhibit
3.1 (the Certificate of Amendment to the Articles of Incorporation as filed with the Nevada Secretary of State effecting the Name Change.
The
Company filed an Electronic Notification of Corporate Action with the Financial Industry Regulatory
Authority (“FINRA”). On November 6, 2022, the Company received notification by e-mail from FINRA that the Name Change and
a change in the Company’s trading symbol to “KPEA” would be announced on the daily list on November 7, 2022, and would
take effect at the open of business on November 8, 2022. The Company’s Common Stock is now trading under the symbol KPEA.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are being filed with this Current Report on Form 8-K:
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Articles of Incorporation of CX Network Group, Inc. * |
| |
|
|
| 99.1 |
|
Joint Written Consent of the Board of Directors and Majority Consenting Stockholders of CX Network Group, Inc. to 1. approve changing CX Network Group, Inc.’s name to Kun Peng International Ltd., 2. increase its authorized shares of $0.0001 Par Value Common Stock to 200,000,000, 3. provide that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion shall remain authorized, and 4. Provide that upon the filing of the Articles of Amendment to the Articles of Incorporation, the Corporation shall have 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value Common Stock, and 10,000,000 designated as $0.0001 par value Preferred Stock. * |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 THEREUNTO DULY AUTHORIZED.
| |
KUN
PENG INTERNATIONAL LTD. |
| |
|
|
| |
By: |
/s/
ZHUAN Richun |
| |
|
Zhuang
Richun, Chief Executive Officer |
| Date:
November 15, 2022 |
|
|
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