Item 5.01
Changes in Control of Registrant.
On October 19, 2017, Jeoffrey C. Baterina, our previous President, Chief Executive Officer, director and and majority shareholder, entered into stock purchase agreements (the "Purchase Agreements") for the sale of an aggregate of 40,000,000 shares of Common Stock of the Company, representing approximately 61% of the issued and outstanding shares of Common Stock of the Company as of such date, to nine (9) non-U.S. accredited investors, including Mr. Lie Wang who acquired 19,988,000 shares, or approximately 30% of the issued and outstanding shares of common stock, and two U.S. accredited investors, including WP Acquisition Company, LLC who acquired 16,530,000 shares, or approximately 25% of the issued and outstanding shares of common stock. The Purchase Agreements were fully executed and delivered on October 19, 2017. The new shareholders other than Lei Wang and WP Acquisition Company, LLC each acquired less than 5% of the outstanding shares. Consequently, Lei Wang and WP Acquisition Company, LLC are now collectively able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.
In addition, on October 19, 2017, each of Mr. Baterina and Messrs. Flemming J.H. Hansen and Arthur T. Claravall submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective immediately, and each submitted his resignation as a member of the Board, which resignation is effective immediately. On October 19, 2017, Lei Wang was appointed as Chief Executive Officer, Chief Financial Officer, sole Director, and Richard Rappaport was appointed Secretary, each effective immediately.
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(a) Resignation of Directors
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(a).
There were no disagreements between Mssrs. Baterina, Hansen or Claravall and us or any officer or director of the Company.
(b) Resignation of Officers
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(b).
(c) Appointment of Directors
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(c).
(d)
Appointment of Officers
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(d).
The business background descriptions of the newly appointed officer and directors are as follows:
Lei Wang
Chief Executive Officer and Director
Mr. Wang has served as the general manager of Wuyishan Tongtai Tea Industry Co., Ltd. since February 2010.
Mr. Wang served as a member of the armed forces in China from February 1979 to February 1983 following his primary and secondary school education. After serving four years in the army, he worked in the tourism industry in Wuyi Mountain, Fujian Province, China. Mr. Wang was one of the pioneers in the tourism industry of Wuyi Mountain. He has unique insight into the tourism development and prospect of Wuyi Mountain, including the planting, production and marketing of Wuyi Mountain tea.
Richard Rappaport
Secretary
Mr. Rappaport founded WestPark Capital in 1999 in Los Angeles, California. Prior to founding WestPark, Mr. Rappaport had over 22 years of extensive experience in the small cap investment banking and securities markets. Throughout his career he has completed the financings of hundreds of companies, both in the United States and around the world. Before founding WestPark Capital he was the Managing Director of Investment Banking at internationally based Global Capital Securities, and was Managing Director of Investment Banking at Joseph Charles & Associates from 1995 to 1999. At both firms he was in charge of the Investment Banking departments and responsible for all aspects of the firms' corporate finance activities.
From 1987 to 1995, Mr. Rappaport was Managing Director at a Beverly Hills based boutique Investment Bank. He was responsible for all aspects of the firm's public offerings, including new business development. During this period he completed over 25 public offerings and numerous private transactions.
Mr. Rappaport received his B.S. in Business Administration from the University of California at Berkeley, and his M.B.A. from the University of California at Los Angeles. At UCLA, Mr. Rappaport was a recipient of the Wittenberg-Livingston Fellowship and a member of the Beta Gamma Sigma Business Honorary Society.