U.S. SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14-F
Preliminary
Information Statement under Section 14(f)
of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder
and
SCHEDULE
14-C
Preliminary
Information Statement under Section 14(c)
of the Securities
Exchange Act of 1934 and Rule 14c-1 thereunder
Commission
File Number: 000-51232
PREMIER
PRODUCTS GROUP, INC.
(Exact name
of Registrant as specified in its charter)
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Delaware
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68-0582275
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(State or other jurisdiction
of incorporation
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(IRS Employer Identification
Number)
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1325
Cavendish Drive-- Suite 201
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Silver
Spring, MD 20945
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301-202-20905
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(Address
of principal executive offices)
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(Telephone
Number)
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Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
Common Stock,
Par Value $0.00001 Per Share
(Title of Class)
Check the appropriate box:
[X] Preliminary Information Statement
as to Change of Control
[ ] Definitive Information Statement
[ ] Confidential, for Use of the
Commission Only (as permitted by Rule 14c-5(d) (2))
Payment of Filing Fee (Check
the Appropriate Box)
[X] No fee required.
[ ] Fee computed on table below
per Exchange Act Rules 14c-5(g)(4) and 0-11.
1) Title of
each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
[ ] Fee paid previously with preliminary
materials.
[ ] Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)
Amount Previously Paid:
2) Form, Schedule
or Registration Statement No.:
3) Filing
Party:
4) Date Filed:
[Balance of Page Intentionally Left Blank]
PRELIMINARY
INFORMATION STATEMENT PURSUANT TO
SECTION
14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE
14f-1 THEREUNDER
AND
PRELIMINARY
INFORMATION STATEMENT PURSUANT TO
SECTION
14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE
14c-1 THEREUNDER
WE ARE NOT
ASKING YOU FOR A PROXY
AND YOU
ARE NOT REQUESTED TO SEND US A PROXY
THIS IS
NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
March 25, 2019
On March 22,
2019, the board of directors of Premier Products Group, Inc. (the “Company”) authorized a change of control of the
Company. Also, on March 22, 2019, stockholders holding a majority (specifically 51%) of our authorized votes approved these actions
as described within these Preliminary Combined Information Statement materials.
Stockholders
of record at the close of business on March 31, 2019 are entitled to notice of these stockholder actions by written consent. Because
these actions have been approved by the holders of the required majority of the voting power of our voting stock, no proxies were
or are being solicited. The Amendments will not be effective until at least 20 calendar days after the mailing of the Definitive
Information Statement accompanying this Notice. We anticipate that the Change of Control will become effective on or about April
___, 2019, at such time as a FINRA filing associated with the associated “corporate action” is authorized.
Attached hereto
for your review is a Combined Preliminary Information Statement (in lieu of a Proxy Statement) as described in greater detail
in these materials relating to the above-described action. Please read this Combined Preliminary Information Statement carefully.
It describes the essential terms of the action to be taken. Additional information about the Company is contained in its reports
filed with or furnished to the Securities and Exchange Commission (the “SEC”). These reports, their accompanying exhibits
and other documents filed with the SEC may be inspected without charge at the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed rates. The SEC also maintains
a website that contains reports, proxy and information statements and other information regarding public companies that file reports
with the SEC. Copies of these reports may be obtained on the SEC’s website at www.sec.gov.
Your vote
or consent is not requested or required to approve this Change of Control. The accompanying Combined Preliminary Information Statement
is provided solely for information as a Company shareholder.
On behalf of the Board
of Directors,
/s/ Clifford Pope
President/CEO and Chairman
PRELIMINARY
INFORMATION STATEMENT PURSUANT TO
SECTION
14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE
14f-1 THEREUNDER
AND
PRELIMINARY
INFORMATION STATEMENT PURSUANT TO
SECTION
14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE
14c-1 THEREUNDER
WE ARE NOT
ASKING YOU FOR A PROXY
AND YOU
ARE NOT REQUESTED TO SEND US A PROXY
THIS IS
NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PREMIER
PRODUCTS GROUP, INC.
1325 Cavendish
Drive—Suite 201
Silver Spring,
Maryland 20945
(301) 202-7762
General
Information
Pursuant to
(i) Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 thereunder
AND (ii) Section 14(c) of the Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated
thereunder and Rule 14c-1 thereunder, the notice and this preliminary information statement (this “Combined Preliminary
Information Statement”) will be sent or given on or about April ___, 2019, to the stockholders of record, as of March 31,
2019 (the “Record Date”), of Premier Products Group, Inc., a Delaware corporation (hereinafter referred to as “we,”
“us,” “our,” or the “Company”). This Combined Preliminary Information Statement is being circulated
to advise Company stockholders of actions already approved and taken without a meeting by written consent of Company stockholders
who hold a majority of the voting power of our voting stock.
On March 22,
2019, the board of directors of the Company authorized a change of control in the Company. On March 22, 2019, stockholders holding
a majority of our voting power approved these actions, specifically 6,000,000 votes of Common Stock outstanding on such date—together
with the vote of the Preferred B Shares (as described in greater detail in “Certain Beneficial Owners…” below)
or 51%, of the Company’s permitted votes, approved the corporate actions described below, albeit effective 20 days after
this Preliminary Combined Information Statement is sent to Company shareholders of record.
Stockholders
of record at the close of business on March 31, 2019 are entitled to notice of these stockholder actions by written consent. Because
these actions have been approved by the holders of the required majority of the voting power of our voting stock, no proxies were
or are being solicited.
[Balance
of Page Intentionally Left Blank]
ABOUT THE
COMBINED PRELIMINARY INFORMATION STATEMENT
WHAT IS
THE PURPOSE OF THE COMBINED STATEMENT?
This Combined
Statement is being furnished to you pursuant to Sections 14(f) and 14(c) of the Exchange Act to notify the Company’s stockholders
as of the close of business on the Record Date of the Corporate Actions taken by a majority of the Company’s Stockholders.
Stockholders
holding a majority of the Company’s outstanding voting capital stock have voted in favor of the Change of Control as outlined
in this Combined Statement (which action is expected to be effective on a date that is at least 20 days after the mailing of the
definitive version of this Combined Statement).
WHO IS
ENTITLED TO NOTICE?
Each outstanding
shareholder of record of the Company’s voting securities on the close of business on the Record Date is entitled to notice
of each matter voted on by the stockholders. Stockholders as of the close of business on the Record Date that held the authority
to cast votes in excess of fifty percent (50%) of the Company’s outstanding voting power have voted in favor of the Change
of Control. Under the applicable Delaware corporate law, stockholder approval may be taken by obtaining the written consent and
approval of more than 50% of the holders of voting stock in lieu of a meeting of the stockholders.
WHAT CONSTITUTES
THE VOTING SHARES OF THE COMPANY?
The voting
power entitled to vote on the Corporate Actions consists of the vote of the holders of a majority of the Company’s outstanding
voting securities as of the Record Date. As of the Record Date, the Company’s voting securities consisted of 6,000,000 shares
of Common Stock, par value $.00001, and 51 shares of Series B Preferred Stock, par value $0.001 per share (the “Series B
Preferred Stock”). Each of the Series B Preferred Stock shares has the right to vote, on all shareholder matters, The Series
B Preferred Stock will be entitled to this voting right no matter how many shares of common stock or other voting stock of the
Company are issued or outstanding in the future. The Series B Preferred Stock shall have a right to vote on all matters presented
or submitted to the Corporation’s stockholders for approval in pari passu with holders of the Corporation’s common
stock, and not as a separate class.
WHAT CORPORATE
MATTERS DID THE STOCKHOLDERS VOTE FOR, AND HOW DID THEY VOTE?
Stockholders
holding a majority of our outstanding voting securities have voted in favor of the Change of Control as herein outlined.
WHAT VOTE
IS REQUIRED TO APPROVE THE CORPORATE ACTIONS?
While subject
to review of the SEC and FINRA, no further vote is required for approval of the Change of Control.
[Balance
of Page Intentionally Left Blank]
PRELIMINARY
INFORMATION STATEMENT PURSUANT TO
SECTION
14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE
14f-1 THEREUNDER
AND
PRELIMINARY
INFORMATION STATEMENT PURSUANT TO
SECTION
14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE
14c-1 THEREUNDER
GENERAL
We are providing
this consolidated Combined Preliminary Information Statement to holders of the shares of common stock, par value $0.0001 per share
(the "Common Stock") of Premier Products Group, Inc. (the “Company"), as of March 31, 2019, respectively
pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Rule 14f-1
thereunder AND Section 14(c) of the Exchange Act and Rule 14c-1 thereunder (the “Preliminary Combined Information Statement”
or the “Combined Statement”) upon the advice of recently engaged securities counsel. You are receiving this Combined
Statement in connection with (i) the change in control of the Company with the prospective addition of a new director and CEO.
This Combined
Statement is being filed with the Securities and Exchange Commission (the "SEC") and will be mailed to the stockholders
on or about April ___, 2019.
WE ARE NOT
SOLICITING YOUR PROXY. NO VOTE OR OTHER ACTION BY
THE COMPANY’S
SHAREHOLDERS IS REQUIRED IN RESPONSE TO
THIS COMBINED
INFORMATION STATEMENT.
NOTICE OF
MAJORITY SHAREHOLDERS’ ACTION
March 25,
2019
To the
Stockholders of Premier Products Group, Inc.:
This Notice
and the accompanying Combined Preliminary Information Statement are being furnished to the stockholders of Premier Products Group,
Inc., a Delaware corporation (the “Company”). On March 22, 2019, current directors of the Company voted in favor of
adding one (1) new director to the board of directors (subject to any required SEC filings). On March 22, 2019, shareholders voted
shares representing 51% of Company’s common stock in favor of the contemplated Change of Control (again subject to any required
SEC filings). There has been no reverse stock split, name change or other corporate action. The three (3) current directors of
the Company unanimously agreed to and approved the Change of Control on March 22, 2019.
Because the
appointments are deemed to constitute a “change of control” of the Company, this Combined Statement is required to
be the subject of an associated Preliminary Information Statement sent shareholders pursuant to Section 14(f) (and associated
rules) under the Exchange Act and pursuant to Section 14(c) (and associated rules) under the Exchange Act. Because the Change
of Control is being effected in lieu of a proxy vote relating to this matter, this Combined Statement is required to be the subject
of an associated Information Statement sent shareholders pursuant to Sections 14(f) and 14(c) (and associated rules) under the
Exchange Act. Because both Information Statements are required to be filed with the Securities and Exchange Commission and, once
finalized, sent to all Company shareholders of record, the Company has elected to consolidate both into this Combined Preliminary
Information Statement.
The Company
common shares are voting. There are currently 500,000,000 authorized and 299,555,605 common issued. These shares are held by approximately
1,200 shareholders.
This Combined
Preliminary Information Statement is being provided solely for informational purposes and is NOT being provided in connection
with the vote of Company shareholders.
As noted above,
the Board Designees will take office upon this Information Statement having been filed with the SEC and forwarded to Company shareholders
of record at least 20 days in advance. (For more information about this change of control, biographical information and the prospective
addition of a new director to the Company’s Board, see “Board Designees” below.) The Change of Control (while
authorized) will not take effect under after this Combined Statement has been filed and the subsequent Definitive version of the
Combined Statement has been sent to shareholders and 20 calendar days will have passed, expected to occur on or about April __,
2019.
WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY.
Your
vote or consent is not requested or required to approve these matters. The
accompanying
Combined Information Statement is provided solely for your information.
By order
of the members of the Board of Directors:
Clifford Pope,
Chairman
Dated: March
25, 2019
PRELIMINARY
INFORMATION STATEMENT OF PREMIER PRODUCTS GROUP, INC. THIS SCHEDULE 14-F AND SCHEDULE 14-C COMBINED PRELIMINARY INFORMATION STATEMENT
IS BEING PROVIDED TO YOU BY THE BOARD OF DIRECTORS OF PREMIER PRODCUTS GROUP, INC.
YOU ARE
REMINDED WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
GENERAL
[Balance
of Page Intentionally Left Blank]
As of the
date of this Combined Statement filing, our executive officer and directors (specifically Mr. Pope owns all 51 Preferred B shares
and there is no Preferred A class, having been cancelled. Effective March 22, 2019], Clifford Pope (currently Chairman), the holder
of an aggregate 51 shares (in other words all shares) of Series B Preferred Stock of Premier Products Group, Inc. (the “Company”),
representing 100% of the issued and outstanding shares of Series B Preferred Stock of the Company, sold all 51 of his shares of
Series B Preferred Stock to Parashar (“Parsh”) Patel and Jimmy Lee, jointly, of Premier Products Merger, Inc., a Nevada
corporation, shown in the table below, which now beneficially owns 100% of the Company’s issued and outstanding shares of
Series B Preferred Stock (the “Purchaser”), for a total purchase price of $200,010 in the form of $10 cash and a $200,000
Promissory Note secured by the full 51 shares of Series B Preferred Stock. Said Promissory Note, along with the rights, title,
and interest to the funds and security, has been assigned to Old Sawmill Partners, LLC.
Each
one (1) share of the Series B Preferred Stock has voting rights equal to (x) 0.019607
multiplied by
the total
issued and outstanding Common and Preferred Stock eligible to vote at the time of the respective vote (the "Numerator" ),
divided
by (y)
0.49,
minus
(z) the Numerator. For the avoidance of doubt, if the total issued
and outstanding Common Stock eligible to vote at the time of the prospective future vote is 5,000,000, the voting rights of
one
share of the Series B
Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) — (0.019607
x 5,000,000) = 102,036). This Preferred formula means that the holder of 51 shares of our Series B Preferred Stock holds
the majority “control block” and is able to exercise significant control over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside
party from acquiring or merging with our Company even if our other stockholders want it to occur. In addition to the Series B
voting control by (i) an existing director (Mr. Lee) and (ii) the prospective new director (owned indirectly through the Purchaser),
the new director (Mr. Patel) will also become CEO of the Company per the timing outlined below.
The following
table sets forth, as of today’s date, certain information regarding the beneficial ownership of the shares of Common Stock
by: (i) each person who, to the Company’s knowledge, beneficially owns 5% or more of the shares of Common Stock and (ii)
each of the Company’s directors and “named executive officers.” As of March 22, 2019, there were 299,555,605
shares of Common issued and outstanding.
Title
of class
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Name
and address
of beneficial owner
and
nature of beneficial ownership
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Amount
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Percent
of
class
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Officers and
Directors
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Preferred
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Clifford
Pope, CEO and Director
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51*
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*100
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%
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Common
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6,000,000
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2%
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|
|
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Preferred
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Parashar Patel,
CEO and Director of Premium Products Group, Inc. and Jimmy Lee, CFO and Director of Premium Products Group, Inc., jointly
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51
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(1)
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100
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%
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Total
Officers and Directors
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|
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Common
stock
|
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6,000,000
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|
|
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2%
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|
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|
Preferred
stock
|
|
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51
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100%
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*
|
Clifford
Pope sold all of his 51 shares of the Company’s Preferred B Stock, effective March 22, 2019,
and now owns 0% of Preferred Stock. Mr. Pope retains his ownership in 6,000,000 shares of the Company’s
Common Stock, which represents approximately 2% of the Company’s issued and outstanding shares
of Common Stock.
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(1)
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The
51 shares of Series B Preferred Stock are held in the name of Parashar Patel and Jimmy Lee, jointly of Premier Products Group,
Inc., a Delaware corporation beneficially owned and controlled by Parashar Patel and Jimmy Lee, two Directors in the Company.
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The above
table reflects share ownership as of the Record Date, and after giving effect to the Change of Control approved on March 22, 2019.
Each share of Common Stock has one vote per share on all matters submitted to a vote of our shareholders.
On March 22,
2019 the then constitute board appointed the following directors and officers effective 20 days after the Combined Definitive
Information Statement has been forwarded to shareholders of record:
Name
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Age
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Position(s)
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Parashar Patel
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65
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Director and CEO
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Jimmy Lee
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35
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Director and CFO
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Yun Bai
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49
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Director
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Parashar
(“Parsh”) Patel, Director
: S
ince 2014, Mr. Patel, age 65, has
served as President of Baying Ecological and concurrently President of Resgreen Group International, Inc. From 2005 to 2008, he
served as chief technical officer of Avanti Systems, Inc. and, while stationed in Taipei Taiwan and in Shanghai, China, he was
responsible for manufacturing quality control and sequenced delivery. Mr. Patel has over 40 years of business and system
development and analyses experience with an emphasis on the design, development and deployment of large-scale real-time transaction
processing systems and applications. Mr. Patel was awarded a B.S. in Chemistry and Mathematics from Grand Valley State
University in 1975. We believe that Mr. Patel’s extensive business, operational and management experience and,
in particular his substantial information technology experience, give him the qualifications and skills to serve as chief executive
officer, secretary and director of our company.
Jimmy
Lee, Director
: Mr. Lee, age 35, graduated from University at Albany with a Bachelor degree in Accounting, and received his
CPA license in New York. Mr. Lee has over 10 years of experience in public accounting where he has worked for multiple public
CPA firms in New York City involving audits and accounting for reverse mergers and IPO entities listing on Nasdaq NYSE and OTC
Markets. Since 2010, Mr. Lee manages his own CPA Firm providing accounting and advisory services to firms located in China and
Malaysia. Mr. Lee as an enthusiastic entrepreneur, well versed with both US and Asia markets, and with expertise in going public,
mergers and acquisitions brings great values to the firm.
Mr.
Yun Bai, Director
: Mr. Bai, age 49, graduated from Shenzhen University, majoring in international finance and trade in July
1989. He has served as Deputy Chief and Section Chief of Shenzhen Cereals, Oils and Foodstuffs Import and
Export Corporation for 7 years. He was the general manager of Shenzhen Tianjun Industrial Co, Ltd Guangzhou Branch from July 1989
to December 1996, and the general manager of Guangdong Junyu Trade Development Co, Ltd. from November 1999 to October
2015. Mr. Bai has extensive business, operational and management experience specifically in project planning, investing,
and financing.
The Company
has not entered into any material plan, contract or arrangement (whether or not written) with its new directors appointed on November
10, 2018, effective as outlined in this Combined Statement.
The Definitive
version of the Combined Information Statement will be mailed or furnished to Company stockholders of record. All necessary corporate
approvals in connection with the matters referred to herein have been obtained and this Combined Statement is furnished solely
for the purpose of informing the stockholders of the Company, in the manner required under the Exchange Act, of the contemplated
Change of Control before it takes effect.
This Combined
Statement is first being mailed or furnished to the stockholders of the Company on or about April __, 2019. Accordingly, the change
in control will not become effective until such future date as determined by the new Board of Directors, but in no event earlier
than the 20 days after this Combined Statement is mailed or furnished to Company shareholders.
The Board
of Directors of the Company knows of no other matters other than that described in this Combined Statement which have been recently
approved or considered by the holders of the common stock.
This Information
Statement is first being mailed or furnished to stockholders on or about April ___, 2019. The Company will pay all costs associated
with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse any
brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information
Statement to the beneficial owners of the common stock.
PRINCIPAL
EFFECTS OF THE TRANSACTIONS
On or after
the Effective Date, the new Board Designee shall (with two (2) existing Board Members) will become three (3) fully voting Members
of the Board of Directors, the new director also to serve as CEO. With this change of control, it is the intent of the reconstituted
Board to charge its officers with pursuit of its business plan by, first, stabilizing the Company and, second, beginning to implement
changes to increase revenue. While other Company matters and actions may be necessary, they are being deferred until later in
fiscal year 2019.
ADDITIONAL
INFORMATION
Audit,
Nominating and Compensation Committees
Our Board
of Directors, currently comprised of three directors, does not have standing audit, nominating or compensation committees, committees
performing similar functions or charters for such committees. Instead, the functions that might be delegated to such committees
are carried out by our Board of Directors (as a “Committee of the Whole”), to the extent required. Our Board
of Directors believes that the cost associated with such committees has not been justified under our current circumstances.
Our Board
believes that its current members have sufficient knowledge and experience to fulfill the duties and obligations of an audit committee.
The Board has determined that each of its members is able to read and understand fundamental financial statements and has
substantial business experience that results in that member’s financial sophistication.
Our Board
of Directors does not currently have a policy for the qualification, identification, evaluation or consideration of board candidates
and does not think that such a policy is necessary at this time, because it believes that, given the small size of our Company,
a specific nominating policy would be premature and of little assistance until our operations are at a more advanced level. Currently
the entire Board decides on nominees.
Our Board
of Directors does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations
for directors. We do not have any restrictions on shareholder nominations under our articles of incorporation or bylaws.
The only restrictions are those applicable generally under Delaware law and the federal proxy rules. The Board will
consider suggestions from individual shareholders, subject to an evaluation of the person’s merits. Shareholders may
communicate nominee suggestions directly to the Board, accompanied by biographical details and a statement of support for the
nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no
formal criteria for nominees.
Code of
Ethics
The Company
has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting
officer or controller or persons performing simi-lar functions. The Company intends to do so during the current fiscal year.
Communication
to the Board of Directors
Holders of
our common stock may send written communications to our entire board of directors, or to one or more board members, by addressing
the communication to “the Board of Directors” or to one or more directors, specifying the director or directors by
name, and sending the communication to our offices. Communications addressed to the Board of Directors as a whole will be delivered
to each board member. Communications addressed to a specific director (or directors) will be delivered to the director (or
directors) specified.
Security holder
communications not sent to the board of directors as a whole or to specified board members will be relayed to board members.
Meetings
of the Board of Directors and Stockholders
The Company
has not adopted any policy with regard to Board members’ attendance at annual meetings of security holders. Prior to the
change of control voted on by the then existing board held no formal meetings during the years ended December 31, 2017 and 2018.
No annual meeting of stockholders was held in 2017 or 2018, as the Company previously had elected not to conduct the same in order
to conserve operating capital.
Conflicts
of Interest
We have not
adopted any policies or procedures for the review, approval or ratification of any transaction between our Company and any executive
officer, director, nominee to become a director, 10% stockholder or family member of such persons, required to be reported under
paragraph (a) of Item 404 of Regulation S-K promulgated by the SEC.
Compliance
with Section 16(a) of the Exchange Act
Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than
10% of a registered class of our outstanding equity securities to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of our Common Stock and other equity securities. Officers, directors and greater
than 10% members are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a
review of Litigation Proceedings described, the Company has been advised that all required filings have not been made by prior
management. Such filings will be made on behalf of current management during this quarter.
Legal Proceedings
The Company
is not aware of any legal proceeding in which any current director or officer, any of the current Directors or the single new
Board Designee or any of their affiliates is a party adverse to the Company or has a material interest adverse to it.
Accounting
Matters:
The Change in Control will not affect the par value of the Company’s common stock.
Material
U.S. Federal Income Tax Consequences of the Change of Control:
None
Vote Required:
None
Dissenters’
Rights of Appraisal:
The Company is a Delaware corporation and governed by the Delaware General Corporation Law (the “DGCL”).
Holders of the Company’s common stock do not have appraisal or dissenter’s rights under the DGCL Code in connection
with the Change of Control.
Where You
Can Find Additional Information
:
The Company is required to file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and copy any document the Company files at the SEC’s
public reference rooms at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100F Street, N.E.--Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for more information on the operation of the public reference rooms. Copies of any Company filings with
the SEC are also available to the public from the SEC’s website at www.sec.gov on its EDGAR filing system.
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