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TARHEEL BILLBOARD INC FILES (8-K) Disclosing Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

April 29, 2014



Item 5.01 Changes in Control

On January 23, 2014, certain shareholders, via a seller's representative (the "Unrestricted Sellers"), entered into various Stock Purchase Agreements under which the Sellers sold all of their shares of the Company's stock. Certain of those Stock Purchase Agreements are described below.

The Unrestricted Sellers entered into a Stock Purchase Agreement (the "Dalmy Purchase Agreement") with Diane Dalmy ("Diane Dalmy"), pursuant to which the Unrestricted Sellers agreed to sell to Diane Dalmy 997,500 shares of Common Stock of the Company for a total purchase price of $10,000. The affiliate shareholders of the Company, Medallion Construction Group, G9 Holdings, LLC, GW Grace, LLC, Strategic Financial Services, Winchester Investments, LLC, and David Temple (our CEO) ("Affiliate Sellers") also entered into a Stock Purchase Agreement with Lau Hau Hung ("Affiliate Purchasers"), pursuant to which the Affiliate Sellers agreed to sell to Affiliate Purchasers 9,600,071 shares of Common Stock of the Company for a total purchase price of $265,000. The Stock Purchase Agreement with Affiliate Purchasers and Dalmy Purchase Agreement are each referred to herein as a "Purchase Agreement." This resulted in Lau Hau Hung becoming our controlling shareholder.

As of January 28, 2014, the authorized common stock of the Company consisted of 100,000,000 shares of Common Stock, of which 10,597,571 shares were outstanding. Each share of Common Stock is entitled to one vote with respect to all matters to be acted on by the stockholders.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Also effective as of the Closing, Lau Hau Hung was appointed as the President, Chief Executive Officer, Chief Financial Officer, Secretary, and director.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On March 20, 2014, the registrant's name changed from Tarheel Billboard, Inc. to "Hua Yang Investment Group, Inc." To effect the name change, the registrant filed a Certificate of Amendment with the Nevada Secretary of State on March 20, 2014, which became effective on March 20, 2014. The name change pursuant to the Certificate of Amendment was approved by the registrant's board of directors and by holders of a majority of the issued and outstanding shares of the registrant's common stock.

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Item 9.01 Financial Statement and Exhibits.

(d) EXHIBITS Exhibit Number Description 3.1 Certificate of Amendment 3



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Source: Edgar Glimpses


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