Attached files
| file | filename |
|---|---|
| EX-16.1 - LETTER FROM MICHAEL F. CRONIN - Telidyne, Inc. | f8k011310ex16_highland.htm |
| EX-10.1 - SHARE PURCHASE AGREEMENT - Telidyne, Inc. | f8k011310ex10i_highland.htm |
| EX-10.2 - REPURCHASE AGREEMENT - Telidyne, Inc. | f8k011310ex10ii_highland.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
Exchange Act of 1934
Date of
report (Date of earliest event reported): January 13,
2010
HIGHLAND
RIDGE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53432
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13-4013027
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Room 4002, RongChao
Landmark
4028 Jintian Rd, Futian
District
Shenzhen, P.R.
China
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(Address
of principal executive offices) (Zip
Code)
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(Registrant’s
telephone number, including area code)
330
Clematis Street, Suite 217
West
Palm Beach, Florida, 33401
(Former
name or former address, if changed since last report)
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––––––––––––––––
Copies
to:
Gregg
E. Jaclin, Esq.
Yarona
Y. Liang, Esq.
Anslow
+ Jaclin, LLP
195
Route 9 South, Suite 204
Manalapan,
New Jersey 07726
(732) 409-1212
(732) 409-1212
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––––––––––––––––
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
Current Report on Form 8-K contains some forward looking statements.
Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate
strictly to historical or current facts. Forward-looking statements involve
risks and uncertainties. We have attempted to identify forward-looking
statements by terminology including “anticipates,” “believes,” “can,”
“continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “should,” or “will” or the negative of these terms or
other comparable terminology. Although we do not make forward looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee
their accuracy. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, which may cause our or our
industry’s actual results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements. Moreover, we operate
in a very competitive and rapidly changing environment. New risks emerge from
time to time and it is not possible for us to predict all risk factors, nor can
we address the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause our actual results to differ
materially from those contained in any forward-looking statements. All
forward-looking statements included in this document are based on information
available to us on the date hereof, and we assumes no obligation to update any
such forward-looking statements
Any or
all of our forward-looking statements in this prospectus may turn out to be
inaccurate. They can be affected by inaccurate assumptions we might make or by
known or unknown risks or uncertainties. Consequently, no forward-looking
statement can be guaranteed. Actual future results may vary materially as a
result of various factors. In light of these risks and uncertainties, there can
be no assurance that the forward-looking statements contained in this prospectus
will in fact occur. You should not place undue reliance on these forward-looking
statements.
Item 1.01 Entry Into A Material Definitive
Agreement
On
January 13, 2010 (the “Closing Date”), Highland Ridge, Inc. (“we”, “us” or the
“Company”) entered into a share purchase agreement (the “Purchase Agreement”)
with Michael Anthony, (“Anthony”), and the individuals set forth on Schedule A
of the Purchase Agreement (the “Purchasers”). Pursuant to the
Purchase Agreement, the Company sold an aggregate of 10,880,000 shares of common
stock of the Company to the Purchasers for a total of $225,000 (the
“Transaction”).
Immediately
following the Transaction, we re-purchased 10,880,000 common shares from
Corporate Services International Profit Sharing and Century Capital Partners,
LLC, which are both beneficially owned by Anthony, for an aggregate purchase
price of $225,000, as contemplated by the repurchase agreement (the “Repurchase
Agreement”) by and among the Corporation, Corporate Services International
Profit Sharing and Century Capital Partners, LLC, also dated January 13, 2010.
As a result, the Purchasers held 99% of the common shares of the Company and the
above transactions resulted in a change in control of the Company.
In
connection with the Purchase Agreement, Michael Anthony, former President, Chief
Executive Officer, Chief Financial Officer, and Secretary of the Company,
resigned from his officer positions, and Ms. Jiaojiao Jiao was appointed as the
President, Chief Executive Officer, Treasurer and Secretary of the Company
effective immediately. Anthony resigned as the director of the Company and
Jiaojiao Jiao was appointed as the sole director and Chairman of the Board of
Directors effective ten (10) days following the filing and mailing of the
Schedule 14f-1 which we filed on January 13, 2010.
The
foregoing description of the Purchase Agreement and the Repurchase Agreement are
qualified in their entirety by the full text of such documents which are filed
as Exhibits 10.1 and 10.2, respectively, to this report and incorporated by
reference into this Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities
As
described in Item 1.01 of this report, on the Closing Date, the Company
completed the transactions contemplated in the Purchase Agreement, pursuant to
which, among other things, the Purchasers purchased on the Closing Date an
aggregate of 10,880,000 shares of common stock of the Company for a total
purchase price of $225,000 which was paid to the Company on the Closing
Date. All such shares of common stock sold by the Company were issued
in reliance upon the exemption from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended. The offering was not a “public offering” as
defined in Section 4(2) due to the insubstantial number of persons involved in
the deal, size of the offering, manner of the offering and number of securities
offered. We did not undertake an offering in which we sold a high number of
securities to a high number of investors. In addition, these shareholders had
the necessary investment intent as required by Section 4(2) since they agreed to
and received share certificates bearing a legend stating that such securities
are restricted pursuant to Rule 144 of the Securities Act. This restriction
ensures that these securities would not be immediately redistributed into the
market and therefore not be part of a “public offering.” Based on an analysis of
the above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for this transaction.
Item
4.01 Changes in Registrant’s Certifying Accountant
(a)
Dismissal of Previous Independent Registered Public Accounting
Firm.
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i
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On
January 13, 2010, we dismissed Michael F. Cronin (“Cronin”) as our
independent registered public accounting firm. The Board of Directors of
the Company approved such dismissal on January 13,
2010.
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ii
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The
Company’s Board of Directors participated in and approved the decision to
change our independent registered public accounting
firm.
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iii
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Cronin’s
reports on the financial statements of the Company for the years ended
September 30, 2009 and 2008 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting
principles.
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iv
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In
connection with the audit and review of the financial statements of the
Company through January 13, 2010, there were no disagreements on any
matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which disagreements if not
resolved to their satisfaction would have caused them to make reference in
connection with Cronin’s opinion to the subject matter of the
disagreement.
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v
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In
connection with the audited financial statements of the Company for the
years ended September 30, 2009 and 2008 and interim unaudited financial
statement through January 13, 2010, there have been no reportable events
with the Company as set forth in Item 304(a)(1)(v) of Regulation
S-K.
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vi
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The
Company provided Cronin with a copy of this Current Report on Form 8-K and
requested that Cronin furnished it with a letter addressed to the SEC
stating whether or not they agree with the above statements. The
Company has received the requested letter from Cronin, and a copy of such
letter is filed as Exhibit 16.1 to this Current Report Form
8-K.
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(b)
Engagement of New Independent Registered Public Accounting
Firm.
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i
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On
January 13, 2010, the Board appointed LBB & Associates Ltd., LLP
(“LBB”) as the Company’s new independent registered public accounting
firm. The decision to engage LBB was approved by the Company’s Board of
Directors on January 13, 2010.
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ii
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Prior
to January 13, 2010, the Company did not consult with LBB regarding
(1) the application of accounting principles to a specified transactions,
(2) the type of audit opinion that might be rendered on the Company’s
financial statements, (3) written or oral advice was provided that would
be an important factor considered by the Company in reaching a decision as
to an accounting, auditing or financial reporting issues, or (4) any
matter that was the subject of a disagreement between the Company and its
predecessor auditor as described in Item 304(a)(1)(iv) or a reportable
event as described in Item 304(a)(1)(v) of Regulation
S-K.
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Item
5.01 Change of Control of Registrant
As a
result of the closing of the transactions contemplated by the Purchase Agreement
and the Repurchase Agreement referred to in Item 1.01 of this report, on January
13, 2010, a change of control occurred whereby the Purchasers acquired
10,880,000 shares of common stock representing approximately 99% of the
outstanding shares of common stock of the Company, after the cancellation of the
10,880,000 shares held by Corporate Services International Profit Sharing and
Century Capital Partners, LLC.
In
connection with the Purchase Agreement, Michael Anthony resigned from all his
officer positions, and Ms. Jiaojiao Jiao was appointed as the President, Chief
Executive Officer, Treasurer and Secretary of the Company effective immediately.
Anthony resigned as the director of the Company and Jiaojiao Jiao was appointed
as the sole director and Chairman of the Board of Directors effective ten (10)
days following the filing and mailing of the Schedule 14f-1 which we filed on
January 13, 2010. See Item 5.02 of this report for information on the
appointment of Ms. Jiaojiao Jiao to the Board of Directors of the
Company.
Item
5.02 Departure of Directors or Certain Officer: Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(a) Resignation
of Directors
Subject
to the effectiveness of an information statement required by Rule 14f-1
promulgated under the Exchange Act, Michael Anthony resigned as the sole
director of the Company. There were no disagreements between Michael Anthony and
us or any officer or director of the Company.
(b) Resignation
of Officers
On the
Closing Date, Michael Anthony resigned as our President, Chief Executive
Officer, Chief Financial Officer, Treasurer, and Secretary effective
immediately.
(c) Appointment
of Directors and Officers
The
following person was appointed as our officer at closing, and upon effectiveness
of an information statement required by Rule 14f-1 promulgated under the
Exchange Act, will be appointed as our sole director until her successor is
elected:
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NAME
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AGE
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POSITION
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Jiaojiao
Jiao
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28
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President,
CEO, Treasurer, Secretary and Chairman of the Board of
Directors
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The
business background descriptions of the newly appointed director and officer are
as follows:
Jiaojiao Jiao:
President, CEO, Treasurer, Secretary and Chairman of the Board of
Directors. Ms. Jiao, age 28, was
appointed as our President, Chief Executive Officer, Treasurer and Secretary on
January 13, 2010 in connection with the closing of the Purchase
Agreement. Ms. Jiao graduated from Royal Melbourne Institute of
Technology in 2005 with a B.A. degree in English Literature. She
joined JW. Junwei Financial Group as the Director of Marketing in 2005. Ms. Jiao
is not a director of any other public companies.
Family
Relationships
There are
no family relationships between the officers or directors of the
Company.
(d)
Employment Agreements of the Executive Officers
We
currently did not enter into any employment agreement with our executive
officers.
(e)
Related Party Transactions
There are
no related party transactions reportable under Item 5.02 of Form 8-K and Item
404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Share
Purchase Agreement, dated January 13, 2010
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10.2
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Repurchase
Agreement, dated January 13, 2010
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16.1
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Letter
from Michael F. Cronin
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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HIGHLAND
RIDGE, INC.
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Date: January
19, 2010
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By:
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/s/
Jiaojiao Jiao
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Jiaojiao
Jiao
President
and Chief
Executive Officer
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