Eight Dragons Company (OTCMKTS:EDRG) Files An 8-K Changes in Control of Registrant
Item 5.01 Changes in Control of Registrant.
As reported on Form 14f-1, filed with the Securities and Exchange
Commission on March 20, 2017, effective March 30, 2017, DMJ
Acquisitions LLC, the principal stockholder of the Company (DMJ),
entered into a Stock Purchase Agreement (the Agreement) dated
January 26, 2017, with Una Taylor through Eight Dragons
Acquisitions, LLC, an entity she controls (the Buyer), to which,
among other things, DMJ agreed to sell to the Buyer, and the
Buyer agreed to purchase from DMJ, a total of 290,500 shares of
Common Stock owned of record and beneficially by DMJ (the
Purchased Shares). The Purchased Shares represented approximately
80.2% of the Companys issued and outstanding shares of Common
Stock. In connection with the transactions contemplated by the
Agreement, the Board appointed Una Taylor and Theodore Faison to
fill vacancies on the Companys Board of Directors, except that
such appointments will not become effective until at least 10
days following the filing of the Schedule 14f, specifically at
the close business as of March 30, 2017.
Commission on March 20, 2017, effective March 30, 2017, DMJ
Acquisitions LLC, the principal stockholder of the Company (DMJ),
entered into a Stock Purchase Agreement (the Agreement) dated
January 26, 2017, with Una Taylor through Eight Dragons
Acquisitions, LLC, an entity she controls (the Buyer), to which,
among other things, DMJ agreed to sell to the Buyer, and the
Buyer agreed to purchase from DMJ, a total of 290,500 shares of
Common Stock owned of record and beneficially by DMJ (the
Purchased Shares). The Purchased Shares represented approximately
80.2% of the Companys issued and outstanding shares of Common
Stock. In connection with the transactions contemplated by the
Agreement, the Board appointed Una Taylor and Theodore Faison to
fill vacancies on the Companys Board of Directors, except that
such appointments will not become effective until at least 10
days following the filing of the Schedule 14f, specifically at
the close business as of March 30, 2017.
Except as described herein, there were no arrangements or
understandings among members of both the former and new control
groups and their associates with respect to the election of
directors or other matters.
understandings among members of both the former and new control
groups and their associates with respect to the election of
directors or other matters.
The intent of the transaction was to initiate the development of
a business plan as described in Item 8.01 herein.
a business plan as described in Item 8.01 herein.
As required to be disclosed by Regulation S-K Item 403(c),
there are no arrangements, known to the Company, including any
pledge by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result
in a change in control of the Company.
there are no arrangements, known to the Company, including any
pledge by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result
in a change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In connection with the transactions contemplated by the
Agreement described in Item 5.01 herein, the Board of Directors
appointed Una Taylor and Theodore Faison to fill vacancies on
the Companys Board of Directors, effective at the close
business as of March 20, 2017. In addition, Ms. Taylor was
appointed on March 20, 2017, as President of the Company.
Agreement described in Item 5.01 herein, the Board of Directors
appointed Una Taylor and Theodore Faison to fill vacancies on
the Companys Board of Directors, effective at the close
business as of March 20, 2017. In addition, Ms. Taylor was
appointed on March 20, 2017, as President of the Company.
The Board of Directors and the Companys new officers consist of
the following persons are as follows:
the following persons are as follows:
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Name
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Age
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Position
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Una Taylor
95 Merrick Way, 3rd Floor
Coral Gables, Florida 33134
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Director and President
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Theodore Faison
95 Merrick Way, Third Floor
Coral Gables, Florida 33134
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Director
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Each of the directors will serve until the next annual meeting
of stockholders of the Company and until such directors
successor is elected and qualified or until such directors
earlier death, resignation or removal. The following is
information concerning the business backgrounds of each of Ms.
Taylor and Mr. Faison.
of stockholders of the Company and until such directors
successor is elected and qualified or until such directors
earlier death, resignation or removal. The following is
information concerning the business backgrounds of each of Ms.
Taylor and Mr. Faison.
Una Taylor. Ms. Taylor has been the Founder and CEO of
Renewable Energy Supplies LLC, a Florida limited liability
company for the last seven years. Renewable Energy Supplies LLC
was founded in 2010 as an Alternative Energy Company with the
goal of bringing renewable, non-polluting power to homes and
businesses in the Caribbean region. Six years later, Renewable
Energy continues to deliver the best products, training and
support needed to its growing customer base. Renewable Energy
supplies re-sellers, contractors, integrators, and installers
with reliable products and the training they need to design,
install and maintain renewable energy systems. Ms. Taylor also
serves as a director of World Cup of Sales Inc. (an online cash
prize sales tournament for college students that help startups
launch their products) and served as its first Chief Product
Officer. In addition, Ms. Tayler is a member of the Board of
Directors of Protect Pharmaceutical Corporation, a Nevada
public corporation, and serves as its President and Chief
Executive Officer.
Renewable Energy Supplies LLC, a Florida limited liability
company for the last seven years. Renewable Energy Supplies LLC
was founded in 2010 as an Alternative Energy Company with the
goal of bringing renewable, non-polluting power to homes and
businesses in the Caribbean region. Six years later, Renewable
Energy continues to deliver the best products, training and
support needed to its growing customer base. Renewable Energy
supplies re-sellers, contractors, integrators, and installers
with reliable products and the training they need to design,
install and maintain renewable energy systems. Ms. Taylor also
serves as a director of World Cup of Sales Inc. (an online cash
prize sales tournament for college students that help startups
launch their products) and served as its first Chief Product
Officer. In addition, Ms. Tayler is a member of the Board of
Directors of Protect Pharmaceutical Corporation, a Nevada
public corporation, and serves as its President and Chief
Executive Officer.
Theodore Faison. Mr. Faison has been Co-Founder, Strategy
Officer, and Board Chairman at World Cup of Sales, a product
market fit and sales platform geared towards startup companies
and product launches, since December 2015. Since March 2003, he
has been an employee of IBM. His specific recent employment
with IBM includes being a Rational Channel Sales Manager, from
2011 to 2013, a member of the IBM North America Software
Partner Representative Ecosystem Development team from 2013 to
2015, the Worldwide Trusteer Advanced Fraud Protection Channel
Sales Leader from January 2015 to January 2016 and since
January 2016 being responsible for Strategic Embedded Solution
Partnerships for IBM Analytics. He has more than 15 years in
software sales, channel sales, and business development, having
personally delivered consulting, training, and sales
interactions to over 1,000 customers (of all sizes and spanning
many industry verticals). His leadership experience include
leading a global channel sales team, building a channel
ecosystem for a $2B IBM Security acquisition (Trusteer), and
managing some of the industry’s largest software channel
resellers. In addition, Mr. Faison is a member of the Board of
Directors of Protect Pharmaceutical Corporation, a Nevada
public corporation.
Officer, and Board Chairman at World Cup of Sales, a product
market fit and sales platform geared towards startup companies
and product launches, since December 2015. Since March 2003, he
has been an employee of IBM. His specific recent employment
with IBM includes being a Rational Channel Sales Manager, from
2011 to 2013, a member of the IBM North America Software
Partner Representative Ecosystem Development team from 2013 to
2015, the Worldwide Trusteer Advanced Fraud Protection Channel
Sales Leader from January 2015 to January 2016 and since
January 2016 being responsible for Strategic Embedded Solution
Partnerships for IBM Analytics. He has more than 15 years in
software sales, channel sales, and business development, having
personally delivered consulting, training, and sales
interactions to over 1,000 customers (of all sizes and spanning
many industry verticals). His leadership experience include
leading a global channel sales team, building a channel
ecosystem for a $2B IBM Security acquisition (Trusteer), and
managing some of the industry’s largest software channel
resellers. In addition, Mr. Faison is a member of the Board of
Directors of Protect Pharmaceutical Corporation, a Nevada
public corporation.
Effective March 20, 2017, David F. Bristol resigned as an
officer of Eight Dragons and as a member of the Board of
Directors, effective March 20, 2017. There were no
disagreements with these former directors of the Company as
to its operations, policies or practices.
officer of Eight Dragons and as a member of the Board of
Directors, effective March 20, 2017. There were no
disagreements with these former directors of the Company as
to its operations, policies or practices.
There are presently no plans or commitments with regard to
such compensation or remuneration. The Company has no
employee benefit plans or other compensation plans.
such compensation or remuneration. The Company has no
employee benefit plans or other compensation plans.
The Board of Directors will not adopt a procedure for
stockholders to send communications to the Board of Directors
until it has considered and reviewed the merits of several
possible alternative communications procedures. The Company
has no policy and does not presently intend to consider
director candidates for election to the Board of Directors
recommended by security holders, although that policy may be
reconsidered in the future.
stockholders to send communications to the Board of Directors
until it has considered and reviewed the merits of several
possible alternative communications procedures. The Company
has no policy and does not presently intend to consider
director candidates for election to the Board of Directors
recommended by security holders, although that policy may be
reconsidered in the future.
ITEM 7.01 REGULATION FD DISCLOSURE.
On March 20, 2017, the Company announced the change of
control in a press release A copy of the press release is
furnished as Exhibit 99.1 to this Current Report filed on
Form 8-K and is incorporated herein by reference.
control in a press release A copy of the press release is
furnished as Exhibit 99.1 to this Current Report filed on
Form 8-K and is incorporated herein by reference.
Note: the information in this report (including the exhibit)
is furnished to Item 7.01 and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that
section, or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, except as shall be expressly set forth
by specific reference in such a filing. This report will not
be deemed a determination or an admission as to the
materiality of any information in the report that is required
to be disclosed solely by Regulation FD.
is furnished to Item 7.01 and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that
section, or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, except as shall be expressly set forth
by specific reference in such a filing. This report will not
be deemed a determination or an admission as to the
materiality of any information in the report that is required
to be disclosed solely by Regulation FD.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are furnished herewith:
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Exhibit No.
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Description
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99.1
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Press Release dated March 20, 2017, issued by the
Company |
Eight Dragons Company (OTCMKTS:EDRG) Recent Trading Information
Eight Dragons Company (OTCMKTS:EDRG) closed its last trading session 00.00 at 2.69 with 1,880 shares trading hands.
