Item 5.01 Changes in Control of Registrant
On May 5, 2014, pursuant to a Stock Purchase Agreement, the majority
Shareholder, Andy Z. Fan, surrendered 33,250,000 shares of his stock as part of
a change in control of the Company. For services rendered valued at $0.01 per
share, William S. Coleman, Jr. received 3,000,000 of those shares, Diane J.
Harrison received 250,000 shares and 500,000 shares went to other
shareholder(s); the balance of 29,500,000 was cancelled and returned to the
Company's authorized but unissued.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On May 5, 2014 at a Special Meeting of the Board of Directors, a change in our
officers and directors was approved:
Mr. William S. Coleman, Jr., age 59, was nominated as Director, President and
Chairman of the Board, and he accepted the positions which became effective May
5, 2014. There are no arrangements or understanding between Mr. Coleman and any
other person pursuant to which he was selected as a Director, President and
Chairman of the Board, and the Company has not entered into, nor has any
currently proposed plans to enter into, any transactions in which he will have a
direct or indirect material interest. In addition, there are no family
relationships between Mr. Coleman and any other director or executive officer of
Ms. Diane J. Harrison, age 56, was nominated as Director and Secretary and she
accepted the positions which became effective May 5, 2014. There are no
arrangements or understanding between Ms. Harrison and any other person pursuant
to which she was selected as a Director and Secretary, and the Company has not
entered into, nor has any currently proposed plans to enter into, any
transactions in which she will have a direct or indirect material interest. In
addition, there are no family relationships between Ms. Harrison and any other
director or executive officer of the Company.
Mr. Andy Z. Fan, resigned his position as Chief Executive Officer, President,
Treasurer, Chief Financial Officer, Director and Chairman of the Board of
Directors, and Ms. Tina Donnelly resigned from her position as Secretary
effective May 5, 2014, to allow for the appointments of Mr. Coleman and Ms.
Harrison. Neither Mr. Fan nor Ms. Donnelly has any disagreements with the
Company or the incoming officers and directors.
Background of Mr. William S. Coleman, Jr.:
Mr. Coleman is currently the Chief Executive Officer and Owner of a national
Health Insurance Brokerage firm and the owner of Pro30 mortgage approval
software. Mr. Coleman is also Manager of EastWestMgmt1, LLC, a nationwide
property acquisition company, and Manager of Pro30, LLC. He has been in the
mortgage bank industry for over twenty (20) years: From 2000 to 2006, he was
the CEO/Owner of Pro30 Funding, a national mortgage bank, funding 225 million
per month in residential loans with seven locations nationwide. From 1994-2007,
he was CEO/Owner of Pacific Capital Mortgage, a national mortgage brokerage
firm; 1988-1992, he was CEO/Owner of a RE/Max Real Estate franchise; and from
1989-1992, he was CEO/Owner of an Escrow Company.
Background of Ms. Diane J. Harrison:
Ms. Diane J. Harrison, an attorney licensed in Florida and Nevada, and is a
securities lawyer in private practice with her solo firm, Harrison Law, P.A.
She served as Chief Financial Officer, Principal Accounting Officer, Legal
Counsel, Treasurer, Secretary and Director of AF Ocean Investment Management
Company [OTCBB:AFAN] from July 2010 to July 2013; as Treasurer, Principal
Accounting Officer, and Director of Sichuan Leaders Petrochemical Company
[OTCBB:SLPC] from to August 2013 and Secretary to March 2014; and as the
Chairman and President of Cheetah Consulting, Inc., now known as Vision
Industries Corp. [OTCBB:VIIC], from January 2, 2007 to December 15, 2008. She
has remained as securities counsel for Vision Industries Corp. Ms. Harrison is
currently the President and Chief Financial Officer and Chairman of the Board of
Directors of PurpleReal.com, which has filed a registration statement on Form
S-1 on March 4, 2014. She has a Bachelor of Science degree in Chemical
Engineering and in May 2000, she received her Juris Doctor degree from Stetson
University College of Law, St. Petersburg, Florida, graduating with honors and
as the Editor-in-Chief of the Stetson Law Review.
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