8-K 1 milost8k1020.htm FORM 8-K

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): October 920, 2017

~~Precise~~Milost ~~Acquisition,~~International Inc. (Exact name of registrant as specified in its charter)

Delaware

333-217030

82-0934660

(state or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

780 Reservoir Avenue #123 Cranston, RI		02910
48 Wall Street, Level 11, NY, NY		10005
(address of principal executive offices)		(zip code)

401-641-0405

(registrant’s telephone number, including area code)

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))

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Item 15.0102 ~~Entry~~Election ~~into~~of ~~a Material Definitive Agreement~~Directors.

On ~~September~~October 2220, 2017, ~~Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Precise Acquisition, Inc~~Dr. ~~(the~~Chin ~~“Registrant”~~Yew orSeah ~~“Company”),~~was ~~entered~~appointed ~~into~~as a ~~Share~~member ~~Purchase Agreement (the “Agreement”) with Milost Global Inc. with an address at 48 Wall Street, Level 11, NY, NY 10005. Pursuant to closing~~ of ~~the agreement on October 9, 2017, Mr. DeNunzio transferred to Milost Global Inc., 8,000,000 shares of~~ our ~~restricted~~board ~~common stock which represents all~~ of ~~our issued and outstanding shares in consideration of $75,000~~directors.

~~The~~On ~~description~~October of20, ~~the~~2017, ~~material~~Mr. ~~terms~~Solly ~~of the~~Asibey was ~~aforementioned~~appointed ~~Agreement~~as ~~included~~a inmember ~~Items~~of ~~5.01~~our ~~and~~board ~~5.02~~ of ~~this Form 8-K is incorporated by reference into this Item~~directors.

~~Item 5~~Dr.01 ~~Change~~Chin inYew ~~Control~~Seah, Age 37- Member of our ~~Registrant~~Board of Directors.

OnBackground ~~October 9, 2017, Mr. DeNunzio, the sole shareholder~~ of ~~Precise Acquisition, Inc~~Dr., ~~consummated~~Chin aYew sale of 8,000,000 shares of our common stock to Milost Global Inc., for an aggregate purchase price of $75,000. Following the closing of the share purchase transaction, Milost Global Inc. owns a 100% interest in the issued and outstanding shares of our common stock. Milost Global Inc. is the controlling shareholder of Precise Acquisition, Inc. Commensurate with the closing, Precise Acquisition, Inc. filed with the Delaware Secretary of State on October 12, 2017, a Certificate of Amendment to change the name of Registrant to Milost International Inc.Seah

~~The~~On ~~foregoing~~September ~~description~~1, of2017, ~~the~~Dr. ~~Agreement~~Chin Yew Seah, was appointed ~~does~~as ~~not~~a ~~purport~~Senior toPartner be& ~~complete~~President ~~and~~of isAsia ~~qualified~~Operations inat ~~its~~Milost ~~entirety~~Global byInc. ~~reference~~, toa ~~the~~private ~~full~~equity ~~text~~firm oflocated ~~the~~in ~~Agreement,~~NYC. ~~which~~He is ~~filed~~in charge asof ~~Exhibit~~Milost 10Global Inc.1’s toAsian ~~this~~Operations ~~Current~~from ~~Report~~Milost onHong ~~Form~~Kong ~~8-K~~ and Singapore offices. He is ~~incorporated~~also ~~herein~~a bymember ~~reference~~of the executive and investing committee.

~~Item~~Dr. 5Seah has over twenty years in private equity and investment banking experiences in Asia, having worked in Tokyo, New York, Singapore, Sydney, Seoul and Hong Kong.02 ~~Departure~~He was formerly the CEO of ~~Directors~~Hermes orCapital ~~Certain~~Limited ~~Officers;~~(2006-2016), ~~Election~~an ofAsian ~~Directors;~~focus ~~Appointment~~investment ofbanking ~~Certain~~and ~~officers;~~private ~~Compensatory~~equity ~~Arrangements~~firm oflocated ~~Certain~~at ~~Officers~~3/F Oriental Crystal Commercial Building, 46 Lyndhurst Terrace, Central, Hong Kong.

~~On October~~ ~~9, 2017, Mr~~Dr. ~~Thomas~~Seah ~~DeNunzio~~was ~~resigned~~also asformerly ~~our~~the ~~Chief Executive Officer, Chief Financial Officer,~~ President, ~~Director, Secretary,~~ and ~~Treasurer, such resignation~~ CEO of ~~which~~Stockmartnet isholdings tolimited bea ~~effective~~Hong ~~ten~~Kong ~~days~~based ~~after~~publicly ~~the~~listed ~~filing~~securities ~~and~~house. ~~mailing~~He ofwas analso ~~Information~~formerly ~~Statement required by Rule 14f-1 under~~ the ~~Securities~~CEO ~~Exchange Act~~ of ~~1934,~~Japan Asia asLimited ~~amended.~~a ~~The~~public ~~resignation~~listed ~~was~~entity ~~not the result of any disagreement~~ with usoperations onin ~~any~~Japan, ~~matter~~China ~~relating~~and toSouth ~~our~~East ~~operations,~~Asia ~~policies~~dealing orin ~~practices~~securities and investment.

On ~~October~~Dr. 9,Seah ~~2017,~~was ~~Mr.~~the ~~Mandla~~deputy Jhead of capital markets for Asia at a Multi-national German investment bank. ~~Gwadiso~~He ~~was~~also held senior positions in several public listed and unlisted ~~appointed~~entities asin ~~our~~Information ~~Chief~~Technology, ~~Executive~~Property, ~~Officer~~Construction, Manufacturing and ~~Chairman~~infrastructure offirms ~~the~~in ~~Board~~Asia. Having over twenty years of ~~Directors~~experiences in investment banking and toprivate ~~hold~~equity ~~such~~investment ~~office~~from ~~ten~~early ~~days~~incubator ~~after~~stage ~~the~~investment ~~filing~~to late stage pre IPO type transaction. He holds a PHD, 2 master's degrees and ~~mailing~~a Bachelor of ancommerce ~~Information~~(Accountancy and ~~Statement~~Finance). ~~required~~He byis ~~Rule~~also ~~14f-1~~fluent ~~under~~in ~~the~~several ~~Securities~~foreign ~~Exchange~~languages ~~Act~~and ofhas ~~1934,~~sourced asdeals ~~amended~~out of Asia.

~~On October 9, 2017,~~ Mr. ~~Bernard~~Solly B.Asibey, ~~Yaw~~Age ~~was~~46- ~~appointed as~~Member ~~our president and director and to hold such office ten days after the filing and mailing~~ of ~~an Information Statement required~~ byour ~~Rule~~Board ~~14f-1 under the Securities Exchange Act~~ of ~~1934, as amended~~Directors.

OnBackground ~~October~~of ~~9, 2017,~~ Mr. ~~Madhava~~Solly Rao Mankal was appointed as our Chief Financial Officer and director and to hold such office ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.Asibey

On September ~~October 9~~1, 2017, ~~Ms.~~Solly ~~Darlene Aulder~~ Asibey was appointed as ~~our~~Senior ~~secretary~~Partner ~~and~~& ~~treasurer~~President ~~and~~of toAfrica ~~hold~~Operations ~~such~~at ~~office~~Milost ~~ten~~Global Inc. ~~days~~He ~~after~~also serves as Senior Partner of Palewater Advisory Group. Mr. Asibey was the ~~filing~~Founder ~~and~~& ~~mailing~~Chairman of anMB Africa ~~Information~~Investments ~~Statement~~(Pty) ~~required~~Ltd. located in Johnannesburg, South Africa from 2009 to August 2017 which is a byboutique ~~Rule~~firm ~~14f-1~~that ~~under~~specializes ~~the~~in ~~Securities~~African ~~Exchange~~business ~~Act~~development, ofproject ~~1934~~origination, asproject ~~amended~~management, infrastructure development, fund raising and foreign direct investments into Africa.

~~-2-~~Mr. Asibey has over 21 years working experience in the ICT, Financial Services, Infrastructure Development, Mining, Energy, Oil & Gas realm in Africa and abroad. Of the 21 years, approximately 16 years were in senior management and directorship positions of several major companies. He spent consolidated months working on various initiatives in the United States of America, Europe, South Africa, as well as various other African Countries. Solly has spearheaded fundraising initiatives, as well as the structuring and implementation of mega projects across various industries within various African countries, and the globe at large.

From 2007-2009, Mr. ~~Mandla~~Asibey J.was ~~Gwadiso,~~Managing ~~Age~~Partner ~~40-~~& ~~Chief~~Group ~~Executive Officer~~Sales/Business Development Director at Thuthukani Holdings, ~~Chairman~~and was the Executive Director responsible for the strategic and operational leadership of Thuthukani’ sales, marketing and service professionals in South Africa and the ~~Board~~African continent. Thuthukani Holdings had ownership of ~~Directors~~Thuthukani Technology Solutions, Atio Corporation, Tasima, Romix and Thuthukani Investment Consortium that owns 25.1% of Fujitsu in Africa.

~~Background~~From of2005-2006, Mr. ~~Mandla~~Asibey was Jthe Group Chief Operations Officer of TSS World ( an American company with a subsidiary in Africa), as well as a Managing Partner at Centennial Consolidated Africa Investments (CCAI) which owned 41% of Bromide Group (Bromide Group was bought by EOH), 75% of VRG and 51% of Optica. ~~Gwadiso~~ He was the Executive Director responsible in overseeing CCAI Operations, as well as sales and business development ventures in the Financial Services, Oil & Gas, Mining, Telecommunications, Transportation, Supply Chain and Logistics.

~~Mandla J. Gwadiso, known as MJ is presently Founder,~~As ~~Managing~~of ~~Partner~~the &date ~~CEO~~ of ~~Milost~~this ~~Global Inc.~~filing, athere ~~private~~has ~~equity~~not ~~firm~~been ~~that~~any hematerial ~~founded in 2015. MJ originally founded Milost Advisors Inc.~~plan, ancontract ~~investment~~or ~~banking~~arrangement ~~firm~~(whether ~~that~~or ~~was~~not ~~based~~written) into ~~NYC that is now defunct~~ which any ~~led to the formation~~ of ~~Milost~~our ~~Global~~officers ~~Inc.~~or ~~in 2015.~~directors ~~From~~are ~~February~~a ~~2009~~party ~~through February 2013, MJ was an independent consultant to Sichuan Hanlong Group Co., Ltd located~~ in ~~Chengdu, Sichuan,~~connection ~~China~~with ~~where~~their heappointments ~~was~~at ~~lead~~Milost ~~advisor~~International ~~and reported directly to the founder and CEO~~Inc.

From March 2013 to November 2015, MJ was President & CEO of Sigur Capital Inc, a New York based investment banking firm. MJ was responsible for leading the development and execution of the company’s long-term strategy with a view to creating shareholder value. MJ’s responsibilities included acting as a direct liaison between the board and management of the company. MJ is also the founder and Chairman of Palewater Global Management Inc., a New York based conglomerate with a diverse portfolio of activities founded in 2017. MJ is an entrepreneur, investor, financial engineer and philanthropist with years of experience in deal origination, deal structuring, deal execution with both equity and debt capital markets, predominantly in M&As. MJ has led over 35 investments over the years, including cross-border transactions and IPOs in the US, Germany, Australia and Hong Kong.

Mr. Bernard B. Yaw, Age 57- President, Director.

Mr. Bernard B. Yaw graduated with a Bachelor Degree in Computer Science and Theological Studies in 1985 from Oral Roberts University, Tulsa OK. In August 2017, Mr. Yaw joined Milost Global Inc, the parent company of Precise Acquisition Inc. where he is Senior Partner, President and Chief Operating Officer. From June 2017 to present, Mr. Yaw also serves as the President & CEO of Palewater Global Management Inc., an investment holding company located in New York.

Mr. Yaw served as the Founder and CEO of Asiante Capital Management Sdn Bhd, a consulting and advisory firm based in Kuala Lumpur and Bangkok Thailand. From 2011-2014, Mr. Yaw was the Head of Private Equity at RHB Investment Berhad and from 2005-2010, as Senior Vice President, Executive Director and Head of Private Equity at Dubai Ventures Group Sdn Bhd (DVG). DVG was a wholly owned subsidiary of Dubai Group, whose sole shareholder was HH Sheikh Mohammed bin Rashid Al-Maktoum, the ruler of Dubai and the Prime Minister of the United Arab Emirates. DVG was the regional office for Dubai Investment Group in Kuala Lumpur and its primary investment focus was equity investment in this region including Malaysia, Singapore, Thailand, Indonesia, Vietnam, Philippines, and North Asia including China PRC.

Prior to joining DVG, from 2001-2005, Mr. Yaw was with Malaysia Venture Capital Management Berhad (MAVCAP) and Cradle Fund Sdn Bhd. two wholly owned subsidiaries of the Ministry of Finance, which is the investment arm of the Malaysian government. He was the Senior Vice President of Direct Ventures, in charge of Seed Ventures and Agency Ventures and was instrumental in the strategic implementation of the Cradle Investment Program in 2003.

Mr. Madhava Rao Mankal, Age 66- Chief Financial Officer, Director.

Mr. Madhava Rao Mankal is Senior Partner and Chief Financial Officer of Milost Global Inc. that he joined in August 2017. He has over 30 years of experience in corporate finance, accounting, and financial advisory. His experience includes international, cross industry both manufacturing and service industry. He has served as Director and CFO of Force Protection during acquisition to developed stage company in 1999 to 2004, which was later acquired by General Dynamics.

He served as independent Director on the board of Cavico Corporation during 2007 to 2010. He also served as Director and CFO for Medina International Holdings, Inc. since 2004, which became Medical Innovation Holdings, Inc. through a reverse merger in 2016. Presently, Mr. Mankal is director and founder of Harbor Guard Boats, Inc. which specializes in Fire and Rescue Boats. He is a certified Chartered Accountant (India), Cost Accountant (India) and Certified Management Accountant (USA).

Ms. Darlene Aulder, Age 27- Secretary, Treasurer.

From 2015 to present, Darlene Aulder has been the corporate secretary at Milost Global, Inc., a NY based private equity firm. From 2012 through 2015, Darlene Aulder was a corporate assistant secretary at Milost Advisors Inc., a New York investment banking company. On September 1, 2017, Ms. Aulder was appointed corporate secretary for Primewaterview located in NYC. Ms. Aulder’s responsibilities and duties as corporate secretary include managing all board and committee meeting logistics, attend and record minutes of all board and committee meetings; facilitate board communications and maintain key corporate documents and records.

As of the date of this filing, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments at Precise Acquisition, Inc.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 9, 2017, the Company’s Board of Directors and sole shareholder approved to change the name of the Company from Precise Acquisition, Inc. to Milost International Inc.

The name change was also approved by a majority shareholder vote without conducting a shareholders’ meeting as permitted by the Delaware Corporation Act.

On October 12, 2017, We filed a Certificate of Amendment with the Delaware Secretary of State to change our name from Precise Acquisition, Inc. to Milost International Inc. The effective date of the name change shall be upon the acceptance of the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

A. None.

~~B. Exhibits~~Signatures

NUMBER	EXHIBIT
3.1	Certificate of Amendment of Certificate of Incorporation
10.1	Share Purchase Agreement (between Thomas DeNunzio and Milost Global Inc. dated September 22, 2017)
99.1	Officer and Director Resignation Letter
99.2	Unanimous Written Consent by the Board of Directors and Shareholder of Precise Acquisition, Inc.

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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.

	PRECISE ACQUISITION, INC.
	Milost International Inc.
Dated: October 13, 2017	/s/ Thomas DeNunzio
Dated: October 20, 2017	/s/ Mandla J. Gwadiso
	Thomas DeNunzio
	Mandla J. Gwadiso
	Chief Executive Officer

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