Page 3 of 9 – SEC Filing
This Amendment No. 3 to Schedule 13D (this
“Schedule 13D Amendment No. 3”) amends the information provided in the Statement on Schedule 13D filed on December
7, 2015 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed on February 16, 2016 and
Amendment No. 2 to Schedule 13D filed on May 24, 2017 (as amended, the “Schedule 13D”). This Schedule 13D Amendment
No. 3 amends the information disclosed in the Schedule 13D as set forth herein. Except as otherwise specified in this Schedule
13D Amendment No. 3, all items left blank remain unchanged in all material respects. Capitalized terms used herein but not defined
herein have the respective meanings ascribed to them in the Original Schedule 13D.
Responses to each item of this Schedule 13D
Amendment No. 3 are incorporated by reference into the response to each other item, as applicable.
| Item 4. | Purpose of the Transaction |
Item 4 of the Schedule 13D
is hereby amended and restated in its entirety as follows:
On
December 1, 2015 (the “Closing Date”), the Issuer, Tiger Trade and the stockholders
of Tiger Trade (each, a “Stockholder,” and together, the “Stockholders”) executed
the Exchange Agreement, pursuant to which each Stockholder exchanged all of their respective issued and outstanding shares of Tiger
Trade common stock, par value $0.001 (“Tiger Trade Common Stock”), on a one-for-one share basis, for an aggregate
of Seventeen Million Nine Hundred Thousand (17,900,000) newly issued shares of Issuer Common Stock and each Stockholder holding
issued and outstanding shares of Tiger Trade Series A Convertible Preferred Stock (“Tiger
Trade Preferred Stock”) exchanged all such shares on a one-for-one share basis for an aggregate
of Five Million (5,000,000) newly issued shares of Issuer Preferred Stock. As a condition precedent to consummation of the Exchange
Agreement, Orsolya Peresztegi, the Issuer’s sole officer and director on the Closing Date, effected
the cancellation of Seven Million Ninety-Five Thousand Six Hundred Two (7,095,602) shares of Issuer Common Stock pursuant
to a Cancellation Agreement effective as of the Exchange Agreement Closing Date. Under the terms of the Cancellation Agreement,
Tiger Trade paid Ms. Peresztegi a cancellation fee of Two Hundred Forty-Five Thousand Dollars ($245,000).
As a result of the Exchange Agreement and
Cancellation Agreement transactions described above, the Tiger Trade Stockholders acquired, in the aggregate, approximately 85.91%
of the issued and outstanding Issuer Common Stock and 100% of the issued and outstanding Issuer Preferred Stock, representing
approximately 88.64% of the issued and outstanding capital stock of the Issuer on a fully-diluted basis, and Tiger Trade became
a wholly owned subsidiary of the Issuer as of the Closing Date. Under the Exchange Agreement, (1) Orsolya Peresztegi, the Issuer’s
sole officer and director on the Closing Date, resigned as an officer of the Issuer and the Reporting Person was appointed as
the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and (2) the Reporting Person was
appointed to serve as a director of the Company.
As a result of the Exchange Transaction, the
business of Tiger Trade is now the principal business of the Issuer. The purpose of the stock exchange transaction was to provide
Tiger Trade, as a wholly owned subsidiary of Issuer, a platform for operating in the public markets. The Reporting Person participated
in Exchange Transaction and acquired the shares of Issuer’s Common and Preferred Stock (collectively, the “Shares”)
for investment purposes. Consistent with such purposes, the Reporting Person has had, and may have in the future, discussions with
management and the Board of Directors of the Issuer regarding the Issuer’s operations, prospects, business and financial
strategies and other matters as the Reporting Person deems relevant to his investment in the Shares and any other securities of
the Issuer.
