Item 5.01 Changes
in Control of Registrant.
Effective
September 21, 2020,Old Sawmill Partners LLC, 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 its shares of Series B Preferred Stock to Wilford Hicks, Tony Hicks and Edward Y. Lee, Jointly (the
“Purchasers”), shown in the table below, which now beneficially owns 100% of the Company’s issued and outstanding
shares of Series B Preferred stock. The purchase is being financed with a Promissory Note and Security and Financing Statement
Agreement due and payable by September 22, 2021 unless amended by all the parties in writing within 60 days before the Note comes
due.
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 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 October10, 2020, at such time as a FINRA filing associated
with the “Corporate Action” is authorized.
As a result
of the September 21, 2020 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 Cash from the Purchasers and the Promissory Note in favor of Old Sawmill Partners LLC.
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 September 21, 2020, there were 299,555,605 shares
of Common Stock issued and outstanding.
As a result
of the September 21, 2020 transaction, Wilford Hicks, Tony Hicks and Edward Y Lee Jointly owns Preferred Stock representing voting
rights of 51% of the issued and outstanding shares of Common Stock, thus holding majority control.
|
Title of class
|
|
Name
and address of beneficial owner
and nature
of beneficial ownership
|
|
Amount
|
|
|
Percent of class
|
|
|
|
|
Officers, Directors, and Beneficial Owners
|
|
|
|
|
|
|
|
Preferred
|
|
Wilford Hicks, Tony Hicks and Edward Y Lee (1)
|
|
|
51
|
|
|
|
100
|
%
|
|
Common
|
|
Edward Y. Lee, Director (2)
|
|
|
0
|
|
|
|
0
|
%
|
|
Common
|
|
Tony Hicks, Chairman (3)
|
|
|
0
|
|
|
|
0
|
%
|
|
Common
|
|
Wilford Hicks, Director (4)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
Total Officers and Directors: Preferred
|
|
|
51
|
|
|
|
100
|
%
|
|
|
|
Total Officers and Directors: Common
|
|
|
0
|
|
|
|
0
|
%
|
|
|
(1)
|
The 51 shares of Series B Preferred Stock, which provides for 51% voting control of the Company,
is held by Tony Hicks, Wilford Hicks, Edward Y. Lee. The shares were purchased on September 21, 2020 from a purchase of cash and
a promissory note.
|
|
|
(2)
|
Edward Y. Lee, Director, was elected on September 21, 2020 by Unanimous Written Consent of the
current holder of 51 shares of Series B Preferred Stock representing 51% voting control of the Company.
|
|
|
(3)
|
Tony Hicks, Chairman, was elected on September 21, 2020 by Unanimous Written Consent of the current
holder of 51 shares of Series B Preferred Stock representing 51% voting control of the Company.
|
|
|
(4)
|
Wilford Hicks, Director, was elected on September 21, 2020 by Unanimous Written Consent of the
current holder of 51 shares of Series B Preferred Stock representing 51% voting control of the Company.
|
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On September
21, 2020, the holder of 51 shares of Series B Preferred Stock, constituting 51% voting control of the Company, voted out the then
existing Board of Directors and all officers of the Company (Interim CEO and Sole Director and Chairman of the Board, Terry Stein),
and replaced them with an appointment of the following Director and Officers:
|
Name
|
Age
|
Position(s)
|
|
Wilford Hicks
|
56
|
Director
|
|
Tony Hicks
|
57
|
Chairman
|
|
Edward Y. Lee, Esquire
|
49
|
Director
|
|
Randall Brown
|
49
|
Director
|
|
Arnold F. Sock, Esquire
|
66
|
Secretary
|
|
Darrell Calloway, Interim CEO
|
56
|
Interim CEO
|
Tony
Hicks, Chairman: Age 57, for over twenty -five years Mr. Hicks has been an active Senior Partner with Trai Beverly Hills, where
he remodeled 250+ residential and commercial homes around the country. For ten years, he owned and managed a successful residential
and commercial mortgage lending company. Most recently, he has partnered with World Heavyweight Champion and multi-million-dollar
pitch man George Foreman as the founder and creator of the Choosing Independence Visa Debit Card program, a global initiative focused
on helping students eliminate student loan debt.
Arnold F. Sock Esquire,
Secretary & Interim Chief Financial Officer: Age 66, Mr. Sock holds degrees from Roger
Williams University-B.S.
in Accounting; The University of West Los Angeles School of Law - Juris Doctor; and Golden Gate University School of Law - Master
of Laws. He is a member of the State Bar of California and was admitted to practice in June 1995. Mr. Sock has held the positions
of President, Chief Financial Officer, and Secretary in public and private companies since 1983, in addition to directorships in
public and private companies.
Darrell
Calloway, Interim Chief Executive Officer: Age 56, Mr. Calloway has twenty-six plus years of experience in real estate development
and urban land economics. Proven history of providing insightful market analysis on a strong understanding of financial trends
and patterns to problem solve and provide optimal advice and identify commercial opportunities. Darrell has advanced communication
and creative problem-solving skills, with a sound background in delivering project support for all the stages from initial design
to final occupancy to property operations.
Edward Y.
Lee, Board of Director: Age 49, Mr. Lee, is and has been a licensed attorney since 1994, specializing in the areas of personal
injury and civil litigation. Mr. Lee has recently earned the distinction of being certified as a Who’s Who Top Attorney of
North America. Additionally, as an individual, and his law firm, the Law Offices of
Edward Y.
Lee, has been ranked among the ten best by both the American Institute of Personal Injury Attorneys and
Attorney and
Practice Magazine for two consecutive years. Mr. Lee is a member of the Consumer Attorneys Association of Los Angeles and the American
Association for Justice and has appeared on CBS, ABC, NBC, The Glenn Beck Show, and On the Record with Greta Van Susteren providing
legal commentary.
Randall Brown,
Director & VP of Marketing: Age 49, Mr. Brown has a B.S. in psychology and 15+ years of experience
in marketing from brand management, business development, strategic and direct marketing. Randall has created a marketing incubator
and has a unique skill set by helping more than 100 start-ups go from $0 revenue to 250K up to $1M in revenue in one calendar year.
Randall is constantly seeking out creative partnerships for continued growth in these fast changing and diverse markets.
Wilford
Hicks, Director: Age 56, Mr. Hicks is a real estate investor for the last 20 years. Mr. Hicks has over 20 years of growing
organics. Mr. Hicks specialty is Farm production and operations. Mr. Hicks has purchased and sold over 4 companies over the last
10 years and consult on organic farms the last 15 years.
