Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On July 30, 2014
, Ace Consulting Management, Inc.
(the "Company"), the majority
shareholders of the Company (the "Sellers") and certain buyers (the
"Purchasers") entered into a stock purchase agreement (the "Stock Purchase
Agreement"), whereby the Purchasers purchased from the Sellers, 29,316,924
shares of common stock, par value $0.001
per share, of the Company (the
"Shares"), representing approximately 90% of the issued and outstanding shares
of the Company, for an aggregate purchase price of $500,000
Price"). As of the date hereof, the Purchase Price has not been paid and the
closing will be scheduled among the parties at a mutually acceptable date.
The foregoing description of the terms of the Stock Purchase Agreement is
qualified in its entirety by reference to the provisions of the agreement filed
as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by
Item 5.01 Changes in Control of Registrant.
Reference is made to the disclosure set forth under Items 1.01 and 5.02 of this
Report, which disclosure is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
In connection with the Stock Purchase Agreement, on July 30, 2014
, Alex Jen
submitted to the Company a resignation letter pursuant to which he resigned as
the President, Chief Executive Officer and Chief Financial Officer of the
Company effectively immediately. He will remain as a member of the Board of
Directors of the Company. In addition, Gary A. Tickel
resigned from the Board of
Directors of the Company. Mr. Jen's
and Mr. Tickel's
resignations were not a
result of any disagreements relating to the Company's operations, policies or
On July 30, 2014
, the Board of Directors of the Company accepted the
resignations of Mr. Jen
and Mr. Tickel
and appointed Henry Lee
to serve as the
President, Chief Executive Officer, Chief Financial Officer and a member of the
Board of Directors.Henry Lee
, age 63, has decades of experience in international trading, logistic
industry and business investment. Mr. Lee
is the founder of Safeco Group
and was appointed as Managing Director since inception. Mr. Lee
developed and started new ventures in his past years of business investment in
region. Mr. Lee
received a B.A. degree in Business Management from Taiwan
National Chung Hsing University
. Through the years Mr. Lee
extensive relationship and significant experience in greater China
present Mr. Lee
serves as Vice President of Taiwanese Chamber of Commerce
There are no family relationships between Mr. Lee
and any previous officers or
directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K
or Item 404(a) of Regulation S-K.
As of the date of this Report, there has not been any material plan, contract or
arrangement (whether or not written) to which any of our officers or directors
are a party in connection with their appointments as officers or directors of
Item 9.01 Financial Statements and Exhibits.
10.1 Stock Purchase Agreement, dated July 30, 2014