6185 Magnolia Avenue, Suite 403, Riverside, CA
92506
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (951)
360-9970
Not applicable.
(Former
name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(a)(1)
By letter dated
February 9, 2015, E. Robert Gates resigned as a director and
officer of Registrant, effective immediately. In connection with
Mr. Gates’
resignation:
(i)
The date of
Mr. Gates’ resignation
was February 9, 2015;
(ii)
At the time
of his resignation, Mr. Gates was not a member of any committee of
the Board of Directors as Registrant has not yet appointed any
committees of the Board.
(iii)
Mr. Gates
expressed no reasons for his resignation and did not express any
disagreement with Registrant on any matter relating to
Registrant’s
operations, policies or practices as part of his
resignation.
(a)(2)
A copy of Mr.
Gates’s letter of
resignation is attached to this Current Report as Exhibit
17.
(a)(3)
A copy of this
Current Report has been furnished to Mr. Gates prior to the filing
of the Report with the SEC, and Mr. Gates was advised that he has
the opportunity to provide Registrant as promptly as possible with
a letter addressed to the Registrant stating whether he agrees with
the statements made by Registrant in this Current Report, and, if
not, stating the respects in which he does not agree. In the
event Mr. Gates furnishes Registrant with such a letter, Registrant
will file the letter as an exhibit to an amendment to this Current
Report within two business days of receipt of the letter. Mr. Gates
has indicated, following review of this Report, that he has no
disagreements with the statements made.
(b)(1)
On February 9,
2015, John Griffin, of Nashville, Tennessee, was appointed as an
additional director of Registrant by the Board of Directors and was
elected by the Board of Directors to serve as Chairman, President,
Secretary and Chief Executive and Financial Officer. With the
resignation of Mr. Gates, Mr. Griffin became the sole officer and
director of Registrant
Mr.
Griffin, is an experienced CEO and Director of several
companies, including serving as President and CEO of AutoHood
Media, LLC from June, 2009 to the present, an advertising company
targeting the mobile out-of-home advertising markets, and focused
on the taxi advertising market; as President and CEO of Xtreme
Sports Group, LLC from August, 2005 to May, 2009; and as President
and CEO of Music City Motorsports, Inc. from 1990 to August 2005.
Prior to that, Mr. Griffin was President of Griffin
Contractors, Inc. a residential and commercial contractor, from
1977 to 1990 and of Griffin Properties, Inc., a residential and
commercial real estate brokerage in Nashville from 1981 to
1990.
Mr. Griffin
received his Bachelor’s in
Business Administration degree from Middle Tennessee State
University.
Section 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
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Number
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Description
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17
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Resignation Letter of E. Robert Gates
dated February 9, 2015
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
