Attached files
| file | filename |
|---|---|
| EX-10.3 - EX-10.3 - Oro East Mining, Inc. | v189187_ex10-3.htm |
| EX-10.4 - EX-10.4 - Oro East Mining, Inc. | v189187_ex10-4.htm |
| EX-10.2 - EX-10.2 - Oro East Mining, Inc. | v189187_ex10-2.htm |
| EX-10.1 - EX-10.1 - Oro East Mining, Inc. | v189187_ex10-1.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): June 24, 2010
ACCELERATED ACQUISITIONS I,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-53136
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26-2012582
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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):
|
o
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Written communications pursuant
to Rule 425 under the Securities Act (17
CFR.425)
|
|
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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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
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Stock
Sale
On June
23, 2010, Mutual Gain Hong Kong, Limited. (“Purchaser”) agreed to acquire
23,850,000 shares of the Company’s common stock par value $0.0001
for a price of $0.0001 per share. At the
same time, Accelerated Venture Partners, LLC agreed to tender 3,500,000 of their
5,000,000 shares of the Company’s common stock par value $0.0001 for
cancellation. Following these transactions, Mutual Gain Hong Kong,
Limited owned 95% of the Company’s 25,350,000, issued and outstanding shares of
common stock par value $0.0001 and the interest of Accelerated Venture Partners,
LLC was reduced to approximately 5.9% of the total issued and outstanding
shares. Simultaneously with the share purchase, Timothy Neher
resigned from the Company’s Board of Directors to be effective immediately and
Tian Qing Chen was simultaneously appointed to the Company’s Board of
Directors. Such action represents a change of control of the
Company.
The
Purchaser used their working capital to acquire the Shares. The Purchaser did
not borrow any funds to acquire the Shares.
Prior to
the purchase of the shares, the Purchaser was not affiliated with the Company.
However, the Purchaser will be deemed an affiliate 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 Purchaser 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 “Oro-East Mining Inc.”.
On June
24, 2010, the Company entered into a Consulting Services Agreement with
Accelerated Venture Partners LLC (“AVP”), a company controlled by Timothy J.
Neher. The agreement requires AVP to provide the Company with certain
financial advisory services in consideration of (a) an option granted by the
company to AVP to purchase 1,500,000 shares of the company’s common stock at a
price of $0.0001 per share (which was immediately exercised by the holder)
subject to a repurchase option granted to the company to repurchase the shares
in the event the Company fails to complete funding as detailed in the agreement
and (b) cash compensation at a rate of $133,333 per month. The payment of
such compensation is subject to the company’s achievement of certain designated
milestones detailed in the agreement and a company option to make a lump sum
payment to AVP in lieu of all amounts payable thereunder.
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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 June
24, 2010, concurrent with the consummation of the share purchase by the
Purchaser, Timothy Neher submitted his resignation as President, Secretary and
Treasurer and a director of the Company. The officer resignations
became effective on that date and the director resignation is effective
immediately. Simultaneously, the Board appointed and elected
Tian Qing Chen to the offices of Chief Executive Officer, President, Secretary, Treasurer and a director of the
Company.
2
Tian Qing Chen was educated in East
Asia and received his bachelor’s degree from Guang Dong University. He has been
an entrepreneur in finance and real estate investments since the age of 19. Mr. Chen launched
several successful real estate investment companies, and then moved into the
world of finance, where he is currently the CEO of a mid-size global equities
and investments firm. Mr. Chen has over 15 years of experience in finance and
has since expanded his breadth to the mining industry, where he has worked with
major family conglomerates throughout East Asia to learn the trade in gold,
iron ore, silver, steel, and other precious and
semi-precious metals. He has successfully acquired mines and deals in Singapore,
Malaysia, the Republic of Philippines, the People’s Republic of China, and elsewhere across the Asian
continent. Mr. Chen is currently the President and CEO of Mutual Gain
Hong Kong
Group Limited, a venture
capital firm based in Hong
Kong.
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(d)
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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 June 24, 2010 by and among Accelerated Acquisitions
I, Inc. and Mutual Gain Hong Kong, Limited .
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10.2
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Letter
dated June 24, 2009 from Accelerated Venture Partners to Accelerated
Acquisitions I, Inc. regarding the tender of shares for
cancellation.
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10.3
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Letter
of resignation tendered by Timothy Neher on June 24,
2010.
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10.4
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Consulting
Agreement dated as of June 24, 2010 by and among Accelerated Acquisitions
I and Accelerated Venture Partners
LLC.
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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:
June 24, 2010.
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ACCELERATED
ACQUISITIONS I, INC.
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/s/ Tian Qing Chen
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Tian
Quing Chen
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Chief
Executive
Officer
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4