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TBSS INTERNATIONAL, INC. FILES (8-K) Disclosing Changes in Control or Registrant, Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

February 21, 2014



ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

On February 18, 2014 a Special Meeting of the Shareholders of TBSS International, Inc. was held as outlined in the Scheduled 14A filed on January 24, 2014. At that shareholders meeting the shareholders elected new directors for the company as outlined in Item 5.02 below. To the extent such election of new directors may be considered a change in control this information is filed under this Item number 5.01.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENT OF CERTAIN OFFICERS.

(a) Election of Directors



On February 18, 2014, a Special Meeting of the Shareholder of TBSS International, Inc. was held for the purpose of electing directors of the corporation. Details regarding this Special Meeting were outlined in Schedule 14A filed on January 24, 2014 and the information contained therein is incorporated herein by this reference.

At the special meeting held on February 18, 2014 the shareholders elected three new directors who replaced the company's previous directors. These new directors, Mark O. Van Wagoner, Michael R. Carlton and Sherry Donnell, now are the only directors of the company.

(b) Election of Officers



On February 18, 2014, the directors of the company directors elected at the special meeting of the shareholders, also held on February 18, 2014, executed a unanimous consent to take action. In that consent, the directors elected Sherry Donnell to serve as the company's President, Secretary and Treasurer to serve until the next annual meeting of the directors or until her replacement is duly elected or until she resigns. The board approved compensation for Ms. Donnell's services of $7,500 per month for a period of three months and the issuance of 1,000,000 shares of the company's common stock to Ms. Donnell as compensation for her services as President, Secretary and Treasurer.

In connection with Ms. Donnell's election as President, Secretary and Treasurer, the board removed any other individual who may have held a position as officer of company from such positions, so that Ms. Donnell is sole officer of the company.

(c)



Information Regarding New Officers

Sherry Donnell, age 57, President, Secretary and Treasurer. Ms Donnell is a sales manager at Structured Marketing, LLC in Carlsbad, California where she recruited and trained Structured Marketing's insurance sales force and developed that company's sales and marketing program. Prior to working at Structured Marketing, Ms. Donnell worked at RDC West, Inc. in Carlsbad as that company's commercial sales manager. Ms. Donnell has a bachelors of science degree from Cal State University, Bakersfield. She is not related to any other officer or director of the Company and she is not an officer or director of another public corporation.

Our directors are appointed to hold office until the next annual meeting of our stockholders or until they resign or are removed from office in accordance with our bylaws

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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On January 24, 2014, a Schedule 14A was filed in connection with a Special Meeting of the Shareholders of TBSS International, Inc. scheduled for February 18, 2014. That meeting was held on its scheduled date at which time the shareholders voted on the one proposal outlined in the January 24 2014 Schedule 14A. That proposal was the election of directors for the company and the information concerning that proposal outlined in that Schedule 14A is incorporated herein by this reference.

The results of the voting at the February 18, 2014 special meeting were as follows: Of the 165,000,000 shares of common stock issued and outstanding as of the January 23, 2014 record date, proxies representing 73,158,001 shares were submitted and voted. Pursuant to the company's bylaws, one third of the issued and outstanding shares are required for a quorum. The 73,158,001 shares voted represent 44% of the issued and outstanding shares, therefore a quorum was present for purposes of the special meeting held on February 18, 2014. The following table outlines the share voting at that meeting:

PROPOSAL 1 - ELECTION OF DIRECTORS:

Percent Shareholder Shareholder Shareholder Broker Broker Broker of Name Proxies Proxies Proxies Proxies Proxies Proxies Quorum For: Withheld: Abstain: For: Withheld: Abstain: Present For: Mark O. Van 72,646,001 0 0 7,284,785 0 512,000 99% Wagoner Michael R. 65,646,001 0 7,000,000 7,284,785 0 512,000 90% Carlton Sherry 7,284,785 0 512,000 90% Donnell 65,646,001 0 7,000,000


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Source: Edgar Glimpses


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