Attached files
| file | filename |
|---|---|
| EX-10.2 - ACCELERATED ACQUISITIONS III INC | v170285_ex10-2.htm |
| EX-10.4 - ACCELERATED ACQUISITIONS III INC | v170285_ex10-4.htm |
| EX-10.1 - ACCELERATED ACQUISITIONS III INC | v170285_ex10-1.htm |
| EX-10.3 - ACCELERATED ACQUISITIONS III INC | v170285_ex10-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): December 29, 2009
ACCELERATED ACQUISITIONS
III, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53393
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26-2517715
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(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID
No.)
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122 Ocean
Park Blvd.
Suite
307
Santa Monica, CA
90405
Address
of Principal Executive Offices
Zip
Code
(310)
396-1691
Registrant’s
Telephone Number, Including Area Code
N/A
Former
Address of Principal Executive Offices
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.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))
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
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Stock
Sale
On
December 29, 2009, Redell Vincent Napper II and Reynaldo Uballe, Jr.
(“Purchasers”) each agreed to acquire 8,500,000 shares of the Company’s common
stock par value $0.0001 (17,000,000 shares in the aggregate) for a price of
$0.0001 per share. At the same time, Accelerated Venture Partners,
LLC agreed to tender 3,750,000 of their 5,000,000 shares of the Company’s common
stock par value $0.0001 for cancellation. Following these
transactions, each of Messrs. Napper and Uballe owned 46.57% of the Company’s
18,250,000 issued and outstanding shares of common stock par value $0.0001 and
the interest of Accelerated Venture Partners, LLC was reduced to approximately
6.86% of the total issued and outstanding shares. Simultaneously with
the share purchase, Timothy Neher resigned from the Company’s Board of Directors
and Messrs. Napper and Uballe were simultaneously appointed to the Company’s
Board of Directors. Such action represents a change of control of the
Company.
The
Purchasers used their working capital to acquire the Shares. The Purchasers did
not borrow any funds to acquire the Shares.
Prior to
the purchase of the shares, the Purchasers were not affiliated with the Company.
However, the Purchasers will be deemed affiliates of the Company after the share
purchase as a result of their stock ownership interest in the
Company.
The
purchase of the shares by the Purchasers was completed pursuant to written
Subscription Agreements with the Company. The purchase was not subject to any
other terms and conditions other than the sale of the shares in exchange for the
cash payment.
Concurrent
with the sale of the shares, the Company will file a Certificate of Amendment to
its Certificate of Incorporation with the Secretary of State of Delaware in
order to change its name to “CLS Capital Group, Inc.”.
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ITEM 5.01
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CHANGES IN CONTROL OF
REGISTRANT
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See
response to Item 1.01.
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR
PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
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Resignation and Appointment of
Director and Principal Officers.
On
December 29 2009, concurrent with the consummation of the share purchase by the
Purchasers, Timothy Neher submitted his resignation as President, Secretary and
Treasurer and a director of the Company. The officer and director
resignations became effective on that date. Simultaneously, the Board
appointed and elected Redell Vincent Napper II to the office of CEO and
treasurer and a director of the Company and Renaldo Uballe, Jr. to the office of
COO and Secretary and a director of the Company.
Redell Vincent Napper II
became CEO, Treasurer and a director of the Company in December
2009. Since 2007, he has been a Managing Member of CLS Capital Group,
LLC. From 2003 to the present date, he has also been the Managing
Member of Napper Investments, LLC which was involved in the business of
purchasing, renovating, leasing and managing residential and commercial real
estate. Mr. Napper attended Ohio Northern University.
Reynaldo Uballe, Jr. became
COO, Secretary and a director of the Company in December 2009. Since
March 2008, he has been Managing Member of CLS Capital Group,
LLC. From November 2004 to March 2008, he was Regional Manager for
Homeloan USA Corp./ Macloud Financial; from June 2004 to November 2004, he was
Branch Manager for Macloud Financial; from June 2002 to June 2004, he was Branch
Manager of 1st
Metropolitan Mortgage and from August 2000 to June 2002 he was Branch Operator
for Pacific Guarantee Mortgage. Mr. Uballe attended Tiffin University
and the University of Toledo.
2
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ITEM
9.01.
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EXHIBITS
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(d) Exhibits
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Number
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Description
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10.1
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Subscription
Agreement, dated as of December 29, 2009 by and among Accelerated
Acquisitions III, Inc. and Redell Vincent Napper II.
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10.2
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Subscription
Agreement, dated as of December 29,2009 by and among Accelerated
Acquisitions III, Inc. and Reynaldo Uballe, Jr.
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10.3
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Letter
dated December 29, 2009, from Accelerated Venture Partners, LLC to
Accelerated Acquisitions III, Inc. regarding the tender of shares for
cancellation.
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10.4
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Letter
of resignation tendered by Timothy Neher on December 29,
2009.
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3
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
December 29, 2009.
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ACCELERATED
ACQUISITIONS
III,
INC.
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/s/ Redell Vincent Napper
II
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Redell
Vincent Napper II
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CEO
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4