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SCGY Scientific Energy

Filed: 10 May 21, 1:48pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  


 

FORM 8-K 


  

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 10, 2021

 

SCIENTIFIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Utah

001-31990

87-0680657

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

27 Weldon Street

Jersey City, New Jersey 07306

(Address of principal executive offices)

 

(852) 2530 - 2089

(Telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:


 Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A


N/A


N/A

 


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:

 

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 1934 (§240.12b-2 of this chapter).




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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.


  

 

Item 1.01 Entry into a Material Definitive Agreement.


 On May 10, 2021, Scientific Energy, Inc. (the Company) entered into a share purchase agreement (the Purchase Agreement), by and among the Company, Macao E-Media Development Company Limited, a company registered in Macao (MED), and the shareholders of MED (the MED Shareholders and, together with MED, the Sellers), whereby the Company acquired from the Sellers 98.75% of the issued and outstanding share capital of MED (the MED Shares).


As consideration for the MED Shares, the Company agreed to issue the Sellers, or its assigns, in a total of 131,337,500 shares of the Companys restricted common stock, par value $0.01 per share, at a consideration of $0.50 per share, in the aggregate consideration of $65,668,750 (the Purchase Price).


As a result of this acquisition, MED becomes a 98.75% owned subsidiary of the Company.


A copy of the Share Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


MED was founded at Macau in 2011. Its main area of business includes food and grocery order-pickup-delivery services from local restaurants, supermarkets and hotels.


June 2016: AOMI App, officially owned and operated by MED, opens and becomes the sole local cooperative partner of Dianpin in Macau.


April 2017: AOMI App becomes the most downloaded app, and the most popular app in Apple App Store (Macau).


March 2018: MEDs monthly Gross Merchandise Volume (GMV) reaches $2.5 million US Dollars.


March 2019: MEDs monthly GMV amounts to $5 million US Dollars.


July 2020: MEDs monthly GMV exceeds $9 million US Dollars and its registered users reaches 400,000.


September 2020: AOMI Supermarket launches. Its three core businesses of Food Delivery + Goods Shipment + Supermarket are formed.


Within 2020, AOMI App reaches $100 million US Dollars in annual GMV. AOMI App serves approximately 2000 local restaurants or stores. Over 6 million users have downloaded AOMI App. Over 450,000 users have registered in AOMI App. MEDs Monthly Active User (MAU) reaches 300,000, and its maximum number of daily order/shipment has reached 18000. AOMI App has already established itself as the biggest and most successful food-delivery and local life platform in Macau. Meanwhile, MED has built a system of real time logistics and local delivery, which creates for the customers a life-style featured with convenience. At the same time, MED helps other business to increase their operation efficiency, and reduce their operation costs.




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MED has five subsidiaries, each of which is in charge of respective area such as Development & Maintenance, Marketing & Operation, Logistics & Delivery, Payment & Clearance, Emerging Market Business Development. MED has over 500 employees, among which 300 are delivery man, and remaining 200 work as IT or management department.


The market share of AOMI App in Macau has reached over 70%, and MAU exceeds 200,000. MED carries out food delivery and coupon publishing/purchasing services to over 2,000 restaurants. MED has built solid strategic relationship with banks and other financial institutions, accepting multiple currencies including RMB, the Chinese currency, in its payment and clearance. MED has cumulated abundant experience of offline promotion and online operation over last several years. Therefore, MED is in the process of researching overseas market, and plans to duplicate AOMI pattern in the due course.


MEDs summarized financial information for the most recent two years is as follows (in U.S. dollars):







Balance Sheets:


December 31, 2020


December 31, 2019

Property, plant and equipment, net

$

                              106,553


                           69,312

Long term investment


                                12,393


 -

Intangible assets


                              776,002


                         512,993






Inventory


                              222,809


                           91,324

Amount due from related parties


                              500,235


               ��         302,968

Accounts receivable


                              565,665


                         274,799

Deposits, prepayment and other receivable


                              795,537


                         515,980

Cash and cash equivalents


                          1,434,916


                     1,124,119






Total assets

$

                          4,414,110


                     2,891,494






Accounts payable


                          5,272,457


                     4,575,584

Advance from customers and other


                          1,670,154


                     1,993,113

Long term loan


                          1,150,321


                         426,317






Total liabilities

$

                          8,092,932


                     6,995,014






Net liabilities

 

                        (3,678,822)

 

                   (4,103,520)






Statement of Operations:


December 31, 2020


December 31, 2019






Revenue

$

                        19,161,158


                   10,836,069

Cost of sale

 

                      (10,540,789)


                   (7,244,446)

Gross profit


                          8,620,369


                     3,591,623

Operating expense

 

                        (8,996,671)


                   (5,822,202)

Net loss from operations


                            (376,302)


                   (2,230,579)






Other income (expense) , net

 

                              908,907


                         815,168

Net income (loss)

$

                              532,607


                   (1,415,411)







Item 2.01 Completion of Acquisition or Disposition of Assets


On May 10, 2021, the Company executed the Share Purchase Agreement with MEDs shareholders. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the acquisition of MED is incorporated by reference into this Item 2.01.



Item 3.02 Unregistered Sales of Equity Securities.

 


The information contained in Item 1.01 above is incorporated by reference into this Item 3.02. The Companys common stock shares were issued to the shareholders of MED in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.


 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Share Purchase Agreement dated May 10, 2021, by and among the Company, Macau E-Media Development Company Limited, and the shareholders of Macau E-Media Development Company Limited named therein.






 



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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 hereunto duly authorized.




Scientific Energy, Inc.




By: /s/ Stanley Chan

Stanley Chan

Chief Executive Officer



May 10, 2021 

 




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