Section 5 – Corporate
Governance and Management
Item 5.01 Changes in Control
of Registrant.
Effective
March 22, 2019, Clifford Pope, the holder of an aggregate of 51 shares of Series B Preferred Stock of PREMIER PRODUCTS GROUP,
INC. (the “Company”), representing 100% of the issued and outstanding shares of Series B Preferred Stock of the Company,
sold all 51 of his shares of Series Preferred Stock to Parashar Patel and Jimmy Lee, jointly (the “Purchaser”), shown
in the table below, which now beneficially owns 100% of the Company’s issued and outstanding shares of Series B Preferred
Stock (for a total purchase price of $200,010 represented by $10.00 cash and a Secured Promissory Note of $200,000.
Each
one (1) share of the Series B Preferred Stock has voting rights equal to (x) 0.019607
multiplied by
the total
issued and outstanding Common Stock and Preferred Stock eligible to vote at the time of the respective vote (the
"Numerator"
),
divided
by (y)
0.49,
minus
(z) the Numerator. For the avoidance of doubt, if the total issued and outstanding
Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B
Preferred
Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) — (0.019607 x 5,000,000) = 102,036). This formula means
that the holder of 51 shares of our Series B Preferred Stock holds the majority “control block” and is able to exercise
significant control over all matters requiring stockholder approval, including the election of directors and approval of significant
corporate transactions. This could delay or prevent an outside party from acquiring or merging with our Company even if our other
stockholders want it to occur.
In
addition to the Series B voting control by (i) an existing director and (ii) the prospective new director (owned indirectly through
the Purchaser), the new director (Mr. Patel) will also become CEO of the Company per the timing outlined below. A Combined Schedule
14F/14C Preliminary Information Statement is concurrently being filed with the SEC to reflect that prospective change of control.
The contemplated change of control will not be
effective until at least 20 calendar days after the mailing of the Definitive Information Statement to be filed shortly. More
specifically, we anticipate that the change of control will become effective on or about April ___, 2019, at such time as a FINRA
filing associated with the associated “corporate action” is authorized.
As a result
of the March 22, 2019 transaction, the Purchaser owns Preferred Stock representing voting rights of 51% of the issued and outstanding
shares of Common Stock, thus holding majority control. The purchase of Series B Preferred Stock by the Purchaser was financed
with a combination of savings of the Purchaser and loan proceeds.
The following
table sets forth, as of today’s date, certain information regarding the beneficial ownership of the shares of Common Stock
by: (i) each person who, to the Company’s knowledge, beneficially owns 5% or more of the shares of Common Stock and (ii)
each of the Company’s directors and “named executive officers.” As of March 22, 2019, there were 299,555,605
shares of Common Stock issued and outstanding.
|
Title
of class
|
|
Name
and address
of beneficial owner
and
nature of beneficial ownership
|
|
Amount
|
|
|
Percent
of
class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers and
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
Clifford
Pope, CEO and Director
|
|
|
51*
|
|
|
|
*100
|
%
|
|
Common
|
|
|
|
|
6,000,000
|
|
|
|
2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
Parashar Patel,
CEO and Director of Premium Products Group, Inc. and Jimmy Lee, CFO and Director of Premium Products Group, Inc., jointly
|
|
|
51
|
|
(1)
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Officers and Directors
|
|
|
51
|
|
|
|
100
|
%
|
|
|
|
|
|
|
6,000,000
|
|
|
|
2
|
%
|
|
|
*
|
Clifford
Pope sold all of his 51 shares of the Company’s Preferred Stock, effective March 22, 2019, and
now owns 0% of the Company’s Preferred Stock. Mr. Pope retains his ownership in 6,000,000 shares
of the Company’s Common Stock, which represents approximately 2% of the Company’s issued
and outstanding shares of Common Stock.
|
|
|
(1)
|
The
51 shares of Series B Preferred Stock are held in the name of Parashar Patel and Jimmy Lee, jointly of Premier Products Group,
Inc., beneficially owned and controlled by Parashar Patel and Jimmy Lee, two incoming Directors in the Company.
|
|
|
|
|
The above table reflects share
ownership as of the Record Date, and after giving effect to the transactions that took place on the Closing Date. Each share of
Common Stock has one vote per share on all matters submitted to a vote of our shareholders.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On the Closing
Date, the Board appointed the following directors:
|
Name
|
|
Age
|
|
Position(s)
|
|
Parashar Patel
|
|
65
|
|
Director and CEO
|
|
Jimmy Lee
|
|
35
|
|
Director and CFO
|
|
Yun Bai
|
|
49
|
|
Director
|
Parashar “Parsh”
Patel, Director
Since
2014, Mr. Patel, age 65, has served as President of Baying Ecological and concurrently President of Resgreen Group International,
Inc. From 2005 to 2008, he served as chief technical officer of Avanti Systems, Inc. and, while stationed in Taipei Taiwan and
in Shanghai, China, he was responsible for manufacturing quality control and sequenced delivery. Mr. Patel has over
40 years of business and system development and analyses experience with an emphasis on the design, development and deployment
of large-scale real-time transaction processing systems and applications. Mr. Patel was awarded a B.S. in Chemistry
and Mathematics from Grand Valley State University in 1975.
We believe that Mr. Patel’s
extensive business, operational and management experience and, in particular his substantial information technology experience,
give him the qualifications and skills to serve as chief executive officer, secretary and director of our company
.
Mr.
Patel’s experience in leadership and business development, has led the Board of Director to reach the conclusion that he
should serve as a Director of the Company. On November 10, 2018, Mr. Patel was appointed as a Director of the Company.
Jimmy
Lee, Director
Mr. Lee, age 35, graduated from University at Albany with a Bachelor degree in Accounting, and received his CPA license in NY.
Mr. Lee has over 10 years of experience in public accounting where he has worked for multiple public CPA firms in New York City
involving audits and accounting for reverse mergers and IPO entities listing on Nasdaq NYSE and OTC Markets. Since 2010, Mr. Lee
manages his own CPA Firm providing accounting and advisory services to firms located in China and Malaysia. Mr. Lee as an enthusiastic
entrepreneur, well versed with both US and Asia markets, and with expertise in going public, mergers and acquisitions brings great
values to the firm.
Mr.
Yun Bai, Director
Mr. Bai, age 49, graduated from Shenzhen University, majoring in international finance and trade in July 1989. He has served
as Deputy Chief and Section Chief of Shenzhen Cereals, Oils and Foodstuffs Import and Export Corporation for 7
years. He was the general manager of Shenzhen Tianjun Industrial Co, Ltd Guangzhou Branch from July 1989 to December 1996, and
the general manager of Guangdong Junyu Trade Development Co, Ltd. from November 1999 to October 2015. Mr. Bai has extensive business,
operational and management experience specifically in project planning, investing, and financing.
The Company
has not entered into any material plan, contract or arrangement (whether or not written) with its new directors.
