================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 19, 2005
MGCC Investment Strategies Inc
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 000-50803 88-0495105
- ---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
12890 Hilltop Road, Argyle, Texas 76226
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 233-0300
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))
================================================================================
================================================================================
Section 5--Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
On December 19, 2005, Hisonic International Inc, formerly MYTOP
International Inc. ("Hisonic"), the principal stockholder of MGCC Investment
Strategies Inc., a Nevada corporation (the "Company"), entered into a Stock
Purchase Agreement with Halter Financial Investments, L.P., a Texas limited
partnership ("HFI") (the "Stock Purchase Agreement"), pursuant to which Hisonic
sold 20,000,000 shares of the Company's common capital stock, par value $.0001
per share, to HFI for an aggregate purchase price of $300,000, or $0.015 per
share . Neither Hisonic nor any of its affiliates have any relationship with HFI
or any of its affiliates other than in respect of the Stock Purchase Agreement.
Following its purchase of the shares pursuant to the Stock Purchase Agreement,
HFI became the holder of approximately 86.4% of the Company's issued and
outstanding common capital stock..
The Stock Purchase Agreement further provides the following:
o All officers of the Company must resign upon execution of the
Stock Purchase Agreement;
o All directors of the Company other than Rachel (Pin) Kang must
resign upon execution of the Stock Purchase Agreement; and
o The Company shall, under the direction of HFI, make all
necessary filings to effect a 20 for one reverse split (the
"Reverse Split") of the Company's common capital stock within
30 days of execution of the Stock Purchase Agreement; and
HFI, Hisonic and Rachel (Pin) Kang have entered into a Put Option
Agreement providing that upon the effectiveness of the Reverse Split, Hisonic
and Ms. Kang may require HFI to purchase up to an aggregate of 75,000 post
reverse split shares of the common capital stock of the Company at a price per
share of $4.00 at any time during the period of time commencing six months
following the effectiveness of the Reverse Split and ending six months after the
Company's completion of a transaction whereby the Company acquires operating
control, or substantially all of the assets, of a privately held corporation
generating revenues as reported in financial statements audited in conformity
with accounting practices generally accepted in the United States.
HFI used "working capital" to purchase the stock. As used herein, the
term "working capital" includes income from the business operations of HFI plus
sums borrowed from, among other sources, banks and brokerage firm margin
accounts, to operate HFI in general. Before the execution of the Stock Purchase
Agreement, the Company's controlling stockholder was Hisonic.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Directors and Executive Officers
- --------------------------------
On December 19, 2005, upon the execution of the Stock Purchase
Agreement, Zhi Li and Ye Chen resigned as members of the Company's board of
directors. Following their resignation, the sole remaining director, Rachel
(Pin) Kang, adopted resolutions electing Timothy P. Halter to the Company's
board of directors subject to compliance with Rule 14f-1 of the Securities
Exchange Act of 1934, as amended. Ms. Kang and all other executive officers of
the Company also resigned all positions held by them with the Company, and the
board of directors thereafter voted to elect Mr. Halter as Chairman of the
Board, President, Chief Financial Officer and Secretary of the Company.
Mr. Halter has been the President and sole shareholder of Halter
Financial Group, Inc., a Texas corporation ("HFG"), since 1995. HFG is a Dallas,
Texas based consulting firm specializing in the areas of mergers, acquisitions
and corporate finance. During 2001, 2002, and 2003, Mr. Halter was also a
registered representative with Founder's Equity Securities, Inc., a NASD member
firm. In 2003, Mr. Halter terminated his relationship with Founder's Equity
Securities, Inc. Mr. Halter currently serves as an officer and director of three
public companies: DXP Enterprises, Inc., a Texas corporation, Las Vegas Resorts
Corporation, a Nevada corporation and Nevstar Gaming and Entertainment Corp., a
Nevada corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MGCC Investment Strategies Inc.
/s/ Timothy P. Halter
-------------------------------
Timothy P. Halter,
Sole Officer
DATED: December 19, 2005