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): ~~December~~February 1925, ~~2018~~2019 (February 21, 2019)

MOREGAIN PICTURES, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-55297	41-0990229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

117 E. Huntington Dr., Arcadia, CA 91006

(Address of principal executive offices) (Zip Code)

(626) 400-5727

(Registrant’s telephone number, including area code)

N/A

(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:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 checkmark 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. ¨

~~Section~~In ~~1-Registrant’s~~this ~~Business~~report, “Moregain Pictures,” “Moregain,” the “Company,” “we,” “us” and ~~Operations~~“our” refer to Moregain Pictures Inc., unless the context otherwise provides.

~~Item~~ITEM 15.0102 ~~Entry~~DEPARTURE ~~into~~OF aDIRECTORS ~~Material~~OR ~~Definitive~~CERTAIN ~~Agreement~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

~~Weiner Employment Agreement~~Termination

On February 21, 2019, Moregain Pictures, Inc. (the “Company”) ~~and~~received ~~Jesse~~notice ~~Weiner,~~by ~~the~~written ~~Company’s~~consent ~~Chief~~from ~~Executive~~its ~~Officer~~majority ~~and~~shareholder ~~Secretary~~Moregain ~~and~~Capital ~~a director~~Group, ~~entered into~~ a ~~five-year~~Nevada ~~employment~~corporation ~~agreement~~(“MCG”), ~~dated~~who ~~February~~owns 1,approximately ~~2019~~87% (of the ~~“Weiner~~Company’s ~~Employment~~outstanding ~~Agreement”)~~stock, ~~pursuant~~regarding MCG’s vehement opposition to ~~which~~certain actions perpetrated by Mr. Jesse Weiner ~~will~~(“Mr. ~~serve~~Weiner”), as the Company’s current Chief Executive Officer, President, Secretary and Chairman. MCG has determined that Mr. Weiner is no longer fit to serve in any of these capacities and voted in favor of his immediate termination from all positions held with the Company.

AsMCG ~~compensation~~is ~~therefor~~taking ~~Mr.~~all ~~Weiner~~legal ~~shall~~action benecessary ~~entitled~~ to aeffect ~~monthly~~its ~~base salary of $40~~vote,~~000~~ ~~(“Base~~including ~~Salary”). However, Mr. Weiner agreed to receive $7,500 per month of such Base Salary, payable in bi-weekly installments, on account until~~ the ~~Company~~termination ~~is able to pay the full amount~~ of ~~such Base Salary~~Mr. ~~The~~Weiner’s ~~Base~~employment ~~Salary~~agreement ~~shall~~dated beFebruary ~~reviewed each January~~ 1, ~~commencing~~2019 ~~January~~and 1,filed ~~2020,~~as byExhibit ~~the Company’s board of directors (the “Board”) to determine if such Base Salary should be increased~~10.1 ~~Mr. Weiner shall also be entitled~~ to aour ~~bonus~~Current asReport ~~determined~~on byForm ~~the~~8-K ~~Board,~~filed inFebruary ~~its sole discretion~~19, ~~or under a formula if certain goals are met~~2019. ~~Mr. Weiner is also entitled to participate in the Company’s medical, insurance and other benefit plans in effect for employees from time to time.~~

If Mr. Weiner’s employment is terminated by the Company for “cause” as defined in the Weiner Employment Agreement, the Company shall be under no further obligation to Mr. Weiner except to pay accrued but unpaid Base Salary and accrued vacation to the date of termination. If Mr. Weiner’s employment is terminated without “cause”, the Company shall, concurrently with such termination, pay Mr. Weiner the Base Salary that would be payable for twelve months following the date of termination and the Base Salary shortfall of $32,500 per month for each month during the term of employment with respect to which Mr. Weiner received $7,500. In addition, the option to purchase 20,000 shares of the Company’s common stock granted on March 23, 2018 under the Company’s 2018 Performance Boost Stock Option Plan shall vest and become immediately exercisable for two years from the date of termination. Appointment

~~The~~In ~~Company~~consideration ~~may~~of ~~terminate~~ the ~~Weiner~~foregoing ~~Employment~~termination ~~Agreement~~and ifvacancy ~~Mr.~~created ~~Weiner~~thereby, isMCG ~~permanently~~concurrently ~~prevented~~voted ~~from~~to ~~properly~~appoint ~~performing~~two ~~his~~new ~~essential~~members ~~duties~~to ~~thereunder~~the ~~for~~Company’s ~~more~~Board ~~than~~of ~~120~~Directors ~~consecutive~~(the ~~days~~“Board”). ~~Upon~~On ~~such~~February ~~termination~~21, 2019, Mr. ~~Weiner~~Qinghua ~~shall~~Chen be(“Mr. ~~entitled~~Chen”) was appointed to ~~accrued~~serve ~~but~~as ~~unpaid~~a ~~Base~~member ~~Salary~~of ~~and~~the ~~accrued~~Board ~~vacation.~~and ~~Upon~~as ~~Mr.~~the ~~Weiner’s~~Interim ~~death~~Chief ~~during~~Executive ~~the~~Officer ~~term~~and President of the ~~Weiner~~Company ~~Employment~~and ~~Agreement,~~he has accepted such appointment. Mr. Chen is the ~~Company’s~~sole ~~obligations~~officer ~~shall~~and ~~automatically~~director ~~cease~~of ~~provided~~MCG ~~that~~and ~~within~~has 15voting ~~days~~control over MCG’s 87% ownership interest in the Company. Mr. Chen shall ~~pay~~serve ~~Mr.~~as ~~Weiner’s~~Interim ~~heirs~~Chief Executive Officer and President until his resignation, death, removal, or ~~personal~~a ~~representatives~~successor ~~Base~~is ~~Salary~~elected and ~~vacation~~qualified. ~~accrued~~As toa member of the ~~date~~Board, Mr. Chen shall hold offices until the next annual meeting of ~~death~~shareholders or until a successor is elected. There are no compensatory arrangements for Mr. Chen at this time. The biography for Mr. Chen is set forth below.

~~The~~Additionally, ~~Weiner~~on ~~Employment~~February ~~Agreement~~21, ~~also~~2019, ~~provides~~Ms. ~~that~~Manjia ~~Mr.~~“Coco” ~~Weiner~~Zhao ~~will~~was ~~not~~appointed ~~compete~~to ~~with~~serve as a member of the Board and as Secretary of the Company’s, ~~present~~and she has accepted such appointment. Ms. Zhao shall serve as Secretary until her resignation, death, removal, or ~~contemplated~~a ~~business~~successor is elected and qualified. As a member of the Board, Ms. Zhao shall hold offices until the next annual meeting of shareholders or ~~organize~~until ~~any~~a ~~competitive~~successor ~~business~~is ~~activity~~elected. There are no compensatory arrangements for Ms. Zhao at this time. The biography for Ms. Zhao is set forth below.

~~Yeung~~Mr. ~~Employment~~Qinghua ~~Agreement~~Chen, CPA, has more than a decade of practices in public and private accounting where he specialized in financial audit and reporting, He is a financial controller for Gardiner & Theobald, Inc., an independent global consultancy offering a range of services to the construction and property industry. He also serves as the chief tax consultant of the real estate investments for a well-known Times Square Realty Company of New York City. Mr. Chen began his career with several public accounting firms in New York City metropolitan area. He is a certified public accountant, registered in the state of New York. Mr. Chen received an M.B.A. degree in Accountancy from Baruch College of City University of New York.

~~The~~Ms. ~~Company~~Coco Zhao, CPA, is fluent in English and ~~Alexandra~~Chinese. ~~Yeung,~~She ~~the~~received ~~Company~~her First undergraduate bachelor’s ~~Chief~~degree ~~Financial~~in ~~Officer~~Law and aSecond ~~director~~bachelor’s degree in Auditing from Jiangxi University of Finance and Economics, ~~entered~~China ~~into~~and MBA from Oklahoma City University. Ms. Zhao has previously served as a ~~five-year~~consultant ~~employment~~for ~~agreement,~~several ~~dated~~U. ~~December~~S. 19based multinational companies, ~~2018~~she ~~(the~~took ~~“Yeung~~public ~~Employment~~auditing ~~Agreement”)~~and accounting roles for City of Los Angeles, ~~pursuant~~Southern California Edison and Glen Rose Petroleum etc. She has direct access to ~~which~~investment capital in Asia and North American. Ms. ~~Yeung~~Zhao ~~will~~has ~~serve~~assisted asher clients in the ~~Company’s~~purchase ~~Chief~~of ~~Financial~~oil ~~Officer~~and gas properties in Louisiana and Mississippi. Other than petroleum and energy business, Ms. Zhao involves in large scale commercial real estate properties acquisition and development including hotels, shopping centers, up-scale restaurants and bars, and developing land in California and Nevada. Her real estate and energy experience also includes sourced investment opportunities where she analyzed and structured investments and conducted due diligence. In the past four years, the total investment was approximately $60 Million.

As compensation therefor Ms. Yeung shall be entitled to an annual base salary of $120,000 (“Annual Base Salary”) payable in bi-weekly installments. The Annual Base Salary shall be reviewed each January 1, commencing January 1, 2020, by the Board to determine if such Annual Base Salary should be increased. Ms. Yeung shall also be entitled to an annual bonus to be determined by the Board, in its sole discretion. Ms. Yeung is also entitled to participate in the Company’s employee benefit plans available to the Company’s senior executives. 2

~~The~~Ms. ~~Yeung~~Zhao ~~Employment~~has ~~Agreement~~a ~~may~~proven betrack ~~terminated~~record byworking ~~the~~with ~~Company~~domestic orand ~~Ms.~~international ~~Yeung~~Commercial atBanks ~~any~~and ~~time~~other ~~upon~~financial ~~fifteen~~institutions. ~~days’~~She ~~prior~~has ~~written~~excellent ~~notice,~~international ~~other~~negotiating ~~than for “cause”~~experience. Ms. ~~Yeung’s~~Zhao ~~employment~~has ~~may~~a bemoto ~~terminated~~with ~~immediately~~respect byto ~~the~~her ~~Company~~services ~~for~~that she “~~cause”~~shall asprovide ~~defined~~value into ~~the~~clients ~~Yeung~~and ~~Employment~~partners ~~Agreement~~through bona fide opportunities, superior service and business conduct of the highest integrity.”

2Family Relationships

~~The Company may terminate the Yeung Employment Agreement if~~ Ms. ~~Yeung~~Zhao isand ~~permanently prevented from properly performing her essential duties thereunder for more than 120 consecutive days~~Mr. ~~Upon~~Chen ~~such~~are ~~termination,~~not ~~Ms.~~related ~~Yeung shall be entitled~~ to ~~accrued~~any ~~but~~officer ~~unpaid~~or ~~Base~~director ~~Salary and accrued vacation. Upon Ms. Yeung’s death during the term~~ of the ~~Yeung Employment Agreement, the~~ Company~~’s obligations shall automatically cease provided that within 15 days the Company shall pay Ms~~. ~~Yeung’s heirs or personal representatives Base Salary and vacation accrued to the date of death.~~

~~The~~Related ~~Yeung~~Party ~~Employment Agreement also provides that Ms. Yeung will not compete with the Company’s present or contemplated business or organize any competitive business activity.~~Transactions

~~The~~Mr. ~~foregoing~~Chen ~~description~~is the sole officer and director of the ~~Weiner~~Company’s ~~Employment~~majority ~~Agreement~~shareholder, ~~and~~Moregain ~~the~~Capital ~~Yeung~~Group ~~Employment~~and ~~Agreement~~has ~~are~~voting ~~qualified~~control inover ~~their~~approximately ~~entirety~~6,270,512 byshares ~~reference~~of toCommon ~~the~~Stock, ~~full~~representing ~~text~~approximately 87% of the ~~Weiner~~total ~~Employment~~issued ~~Agreement~~ and ~~Yeung~~outstanding ~~Employment~~shares ~~Agreement,~~of ~~copies~~Common Stock of ~~which~~the Company. Other than the foregoing, there are ~~attached~~no ~~hereto~~related asparty ~~Exhibit~~transactions ~~10.1~~reportable ~~and~~under ~~Exhibit~~Item 105.2,02 ~~respectively~~of ~~and~~Form ~~incorporated~~8-K ~~herein~~and inItem ~~their~~404(a) ~~entirety~~of byRegulation ~~reference~~S-K.

~~Item 9.01. Financial Statements and Exhibits.~~3

~~(d)~~SIGNATURES

~~Exhibits~~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.

Exhibit No.		Description
Date: February 25, 2019	MOREGAIN PICTURES, INC.
10.1		Employment Agreement, dated February 1, 2019 between Jesse Weiner and the Company
	By:	/s/ Alexandra Yeung
10.2		Employment Agreement, dated December 19, 2018 between Alexandra Yeung and the Company
	Name: Alexandra Yeung
	Title: Chief Financial Officer

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.

Date: February 19, 2019	MOREGAIN PICTURES, INC.
	By:	/s/ Jesse Weiner
	Name: Jesse Weiner
	Title: Chief Executive Officer

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