Attached files
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) August 28, 2014
REDSTONE LITERARY AGENTS INC.
(Exact name of registrant as specified in its charter)
Nevada 000-55049 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1842 E CAMPO BELLO DRIVE, PHOENIX, AZ 85022
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: 602.867.0160
N/A
(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:
[ ] 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))
GENERAL INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This current report on Form 8-K is being filed by our company following the
completion of change of control pursuant to a transfer agreement dated August
28, 2014.
This current report on Form 8-K contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "intend", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential", or "continue" or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, including the risks in
the section entitled "Risk Factors", uncertainties and other factors, which may
cause our company's or our industry's actual results, levels of activity or
performance to be materially different from any future results, levels of
activity or performance expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
As used in this current report on Form 8-K, the terms "we", "us" "our" and
"RedStone" mean Redstone Literary Agents Inc. Unless otherwise stated, "$"
refers to United States dollars.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On August 28, 2014, and pursuant to a transfer agreement dated for reference
August 28, 2014, Mary Wolf, our sole director and officer, sold to James P.
Geiskopf, 3,000,000 shares of our common stock for total consideration of
$20,000. Mr. Geiskopf paid the $20,000 purchase price for these shares using
personal funds. Mr. Geiskopf holds approximately 50% of our issued and
outstanding common stock.
Effective August 28, 2014, Mr. Geiskopf has been appointed as President,
Secretary, Treasurer and to our board of directors, and as a result, Mary Wolf
has resigned as President, Secretary and Treasurer.
Mr. Geiskopf has 32 years' experience in the car rental industry. He was the
president, secretary, treasurer and a director of Naked Brand Group Inc. from
December 22, 2011 to July 30, 2012 and the president and director of The
Resource Group from 2007 to 2009. From 1975 to 1986 he was the chief financial
officer of Budget Rent a Car of Fairfield, California. From 1986 to 2007 he was
the president and chief executive officer of Budget Rent a Car of Fairfield,
California. Mr. Geiskopf served on the board of directors of Suisun Valley Bank
from 1986 to 1993. He also served on the board of directors of Napa Valley Bank
from 1991 to 1993.
FORM 10 INFORMATION
BUSINESS
CORPORATE OVERVIEW
We were incorporated in the State of Nevada on July 20, 2010. At that time, Mary
Wolf was appointed chief executive officer, president, secretary, chief
financial officer, treasurer and a director. We received our initial funding of
$15,000 through the sale of common stock to Mary Wolf who purchased 3,000,000
shares of our common stock at $0.005 per share on July 20, 2010.
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During 2011, we filed a Registration Statement on Form S-1 with the U.S.
Securities and Exchange Commission to register a total of 3,000,000 shares of
common stock for sale at a fixed price of $0.015 per share. The Registration
Statement was declared effective on January 27, 2012. During the year ended
December 31, 2012, we completed the offering for funding of $45,000.
DESCRIPTION OF BUSINESS
While we continue attempting to advance our current business of representing
authors to publishers, we will be concurrently seeking other business
opportunities with established business entities for the merger or other form of
business combination with our company.
LITERARY BUSINESS
As stated in our last quarterly report, we will be doing research about upcoming
book fairs. We need to also secure a few vendor events that are low cost for us
to be able to exhibit our services. If we are able to identify any authors, we
will be working on draft transcripts for these authors and we will also be
working with established authors to assist them in promoting their publications
via marketing communications practices.
However, competition in the literary industry is fierce. If we cannot
successfully compete, our business may be adversely affected. If we are able to
establish our business we will compete against a large number of
well-established companies with greater product and name recognition and with
substantially greater financial, marketing and distribution capabilities than
ours, as well as against a large number of small specialty producers. There can
be no assurance that we can compete successfully in this complex and changing
market.
OTHER BUSINESS OPPORTUNITIES
We will also be seeking new business opportunities with established business
entities for the merger or other form of business combination with our company.
We anticipate that any new acquisition or business opportunities that we may
acquire will require additional financing. There can be no assurance, however,
that we will be able to acquire the financing necessary to enable us to pursue
our plan of operation and enter into such an agreement. If our company requires
additional financing and we are unable to acquire such funds, our business may
fail.
Even if we are able to enter into a business opportunity and obtain the
necessary funding, there is no assurance that we will be able to generate any
revenues and that any such revenues generated would be sufficient to provide a
return to investors.
We may seek a business opportunity with entities that have recently commenced
operations, or entities that wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company. In addition, it is likely that our sole officer and our
directors will, as part of the terms of the acquisition transaction, resign and
be replaced by one or more new officers and directors.
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We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. We believe that
there are numerous firms in various industries seeking the perceived benefits of
being a publicly reporting corporation. Business opportunities may be available
in many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Business opportunities that we
believe are in the best interests of our company may be scarce or we may be
unable to obtain the ones that we want. We can provide no assurance that we will
be able to locate compatible business opportunities.
REPORTS TO SECURITYHOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We also make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules for
a small business issuer under the Securities Exchange Act of 1934. We are
subject to disclosure filing requirements including filing Form 10-K annually
and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the SEC, at the SEC's Public Reference Room at 100 F
Street NE, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
OVERVIEW
For our management discussion and analysis of financial condition and results of
operations for the six months ended June 30, 2014, see our Form 10-Q filed with
the Securities and Exchange Commission on August 14, 2014.
For our management discussion and analysis of financial condition and results of
operations for the year ended December 31, 2013, see our Form 10-K filed with
the Securities and Exchange Commission on April 10, 2014.
PROPERTIES
We do not currently own any property. We are currently operating out of the
premises of our former president on a rent free basis while we are in the
organizational stage. We consider our current principal office space arrangement
adequate and will reassess our needs based upon the future growth of our
company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
The following tables provides certain information regarding the ownership of our
common stock, as of August 28, 2014 by:
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* each of our named executive officers;
* each of our directors;
* each person known to us to own more than 5% of our outstanding common
stock; and
* all of our executive officers and directors and as a group.
Amount and Nature of Percentage
Name and Address of Beneficial Owner Title of Class Beneficial Ownership (1) of Class (2)
------------------------------------ -------------- ------------------------ ------------
James Geiskopf Common Stock 3,000,000 Direct 50%
3250 Oakland Hills Court
Fairfield, CA 94534
Mary S. Wolf Common Stock Nil N/A N/A
1842 E Campo Bello Drive
Phoenix, AZ 85022
Directors and Officers as a Group Common Stock 3,000,000 50%
Shareholders owning more than 5% of
our outstanding common stock Common Stock Nil N/A N/A
----------
1 Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject
to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Common stock subject
to options or warrants currently exercisable or exercisable within 60 days,
are deemed outstanding for purposes of computing the percentage ownership
of the person holding such option or warrants, but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person.
2 Percentage of ownership is based on 6,000,000 shares of our common stock
issued and outstanding as of August 28, 2014.
CHANGES IN CONTROL
We are unaware of any arrangement the operation of which may at a subsequent
date result in a change of control of our company.
DIRECTORS AND EXECUTIVE OFFICERS
The following individuals serve as directors and executive officers of our
company. All directors of our company hold office until the next annual meeting
of our stockholders or until their successors have been elected and qualified.
The executive officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office.
Date First Elected
Name Position Age or Appointed
---- -------- --- ------------
James P. Geiskopf President, Secretary, Treasurer and Director 55 August 28, 2014
Mary Wolf Director 55 July 20, 2010
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BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during
at least the past five years of each director and executive officer, indicating
the person's principal occupation during that period, and the name and principal
business of the organization in which such occupation and employment were
carried out.
JAMES P. GEISKOPF
Mr. Geiskopf has 32 years' experience in the car rental industry. He currently
serves as a director on the Board of Directors of Electronic Cigarettes
International Group, Ltd. (since June 25, 2013) and on the Board of Directors of
Global System Designs Inc. (since May 7, 2014), both of which companies have
their common shares registered under the Securities Exchange Act of 1934. He was
the president, secretary, treasurer and a director of Naked Brand Group Inc.
from December 22, 2011 to July 30, 2012 and the president and director of The
Resource Group from 2007 to 2009. From 1975 to 1986 he was the chief financial
officer of Budget Rent a Car of Fairfield, California. From 1986 to 2007 he was
the president and chief executive officer of Budget Rent a Car of Fairfield,
California. Mr. Geiskopf served on the board of directors of Suisun Valley Bank
from 1986 to 1993. He also served on the board of directors of Napa Valley Bank
from 1991 to 1993.
We believe that Mr. Geiskopf is qualified to serve on our board of directors
because of his knowledge of our current operations in addition to his education
and business experiences described above.
MARY WOLF
Mary Wolf, EA was the president, secretary and treasurer of our company from
July 20, 2010 to August 28, 2014 and has been a director of our company since
July 20, 2010. From January 1998 to present she has owned and operated a Tax
Accounting business, Mary S. Wolf, EA, Phoenix, Arizona. On August 9, 1995 she
received her Enrolled Agent Certificate which allows her to practice before the
Internal Revenue Service. An Enrolled Agent (EA) is a tax professional who has
passed an IRS test covering all aspects of taxation, plus passed an IRS
background check. Enrolled Agents have passed a two-day, 8-hour examination. The
examination covers all aspects of federal tax law, including the taxation of
individuals, corporations, partnerships, and various regulations governing IRS
collections and audit procedures. Like CPAs and tax attorneys, EAs can handle
any type of tax matter and represent their client's interests before the IRS.
Unlike CPAs and tax attorneys, Enrolled Agents are tested directly by the IRS,
and enrolled agents focus exclusively on tax accounting. From January 1990 to
April 1997, Ms. Wolf worked for H&R Block preparing tax returns for their
Phoenix, Arizona personal and business district offices. From June 1987 through
December 1989, she was employed by Syntellect, Inc., Phoenix, Arizona, a voice
response hardware manufacturer as an installer of their software domestically
and internationally. Prior to June of 1987 she was a controller for a
multi-company group that computerized equipment for manufacturers, sold all
types of metal and woodworking machinery , and developed specialized machinery
for businesses, Quality Machine Tools, Inc., Quantum Machine Services, Inc. and
Falcon Manufacturing, Inc.
We believe that Ms. Wolf is qualified to serve on our board of directors because
of her knowledge of our current operations in addition to her business
experiences described above.
FAMILY RELATIONSHIPS
There are no family relationships among our directors or officers.
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INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors or executive officers have been involved in any of the
following events during the past ten years:
(a) any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
(b) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
(c) being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities;
(d) being found by a court of competent jurisdiction (in a civil action),
the SEC or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated;
(e) being the subject of, or a party to, any federal or state judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
(i) any federal or state securities or commodities law or regulation;
or (ii) any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease- and-desist order, or
removal or prohibition order; or (iii) any law or regulation
prohibiting mail or wire fraud or fraud in connection with any
business entity; or
(f) being the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act), any
registered entity (as defined in Section 1(a)(29) of the COMMODITY
EXCHANGE ACT), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or
persons associated with a member.
EXECUTIVE COMPENSATION
For our executive compensation for the years ended December 31, 2013, 2012 and
2011, see our Form 10-K filed with the Securities and Exchange Commission on
April 10, 2014.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
On July 20, 2010, we issued a total of 3,000,000 shares of common stock to Mary
S. Wolf for cash at $0.005 per share for a total of $15,000.
As of December 31, 2013, we have a loan of $9,161 owing to Mary S. Wolf, the
loan bears no interest rate, and has no term of repayment.
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We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so prior to hiring
any additional employees.
We do not currently have an independent director serving on our company's board
of directors.
DIRECTOR INDEPENDENCE
We currently act with two directors consisting of James P. Geiskopf and Mary S.
Wolf. Our common stock is quoted on the OTC Bulletin Board operated by FINRA
(the Financial Industry Regulatory Authority), which does not impose any
director independence requirements. Under NASDAQ rule 5605(a)(2), a director is
not independent if he or she is also an executive officer or employee of the
corporation or was, at any time during the past three years, employed by the
corporation. Using this definition of independent director, we currently have no
independent directors because James P. Geiskopf is our president, secretary, and
treasurer and Mary S. Wolf was our president, secretary and treasurer from July
20, 2010 until August 28, 2014.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND
RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is currently no established public trading market for our commons stock.
There is a limited public market for our common stock. Our common stock is not
traded on any exchange. Our common stock is quoted on the OTCQB operated by the
OTC Markets Group under the trading symbol "RDLA". Trading in stocks quoted on
the OTCQB is often thin and is characterized by wide fluctuations in trading
prices due to many factors that may be unrelated or have little to do with a
company's operations or business prospects. We cannot assure you that there will
be a market for our common stock in the future.
TRANSFER AGENT
Our shares of common stock are issued in registered form. The transfer agent and
registrar for our common stock is Holladay Stock Transfer.
As of August 28, 2014, there were 6,000,000 shares of our common stock issued
and outstanding.
HOLDERS OF COMMON STOCK
As of August 28, 2014, there were 27 holders of record of our common stock. As
of such date, 6,000,000 shares were issued and outstanding.
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DIVIDENDS
We have not declared any dividends since incorporation and do not anticipate
that we will do so in the foreseeable future. Although there are no restrictions
that limit the ability to pay dividends on our commons stock, our intention is
to retain future earnings, if any, for use in our operations and the expansion
of our business.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Our company has not adopted any equity compensation plans.
RECENT SALES OF UNREGISTERED SECURITIES
We completed an offering of 3,000,000 shares of common stock on July 20, 2010 to
our former president, secretary, treasurer and our director, Mary S. Wolf, at a
price of $0.005 per share. The total proceeds received from this offering were
$15,000. These shares were issued pursuant to Section 4(2) of the 1933 Act and
are restricted shares as defined in the 1933 Act. We did not engage in any
general solicitation or advertising.
We completed an offering of 3,000,000 shares of our common stock at a price of
$0.015 per share on January 27, 2012. The total amount we received from this
offering was $3,000. We completed this offering pursuant to Rule 903 of
Regulation S of the 1933 Act.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, with
a par value of $0.001 per share. As of August 28, 2014, there were 6,000,000
shares of our common stock issued and outstanding.
COMMON STOCK
The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. The current officer and director owns
100% of our outstanding shares.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our By-Laws allow for the indemnification of our officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
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a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling RedStone, we have been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Effective November 30, 2013, Ronald Chadwick, P.C. ("CHADWICK") resigned as our
company's independent registered public accounting firm.
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The reports of Chadwick regarding our company's financial statements for the
fiscal years ended December 31, 2012 and 2011 and for the period from inception
(July 20, 2010) to December 31, 2012 did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except that the audit report of Chadwick
on our company's financial statements for the fiscal years ended December 31,
2012 and 2011 and for the period from inception (July 20, 2010) to December 31,
2012 contained an explanatory paragraph which noted that there was substantial
doubt about our company's ability to continue as a going concern.
During the fiscal years ended December 31, 2012 and 2011, for the period from
inception (July 20, 2010) to December 31, 2012, and during the period from
January 1, 2013 to November 30, 2013, the date of resignation, (i) there were no
disagreements with Chadwick on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Chadwick would have caused
it to make reference to such disagreement in its reports; and (ii) there were no
reportable events as defined in Item 304(a)(l)(v) of Regulation S-K.
Our company provided Chadwick with a copy of the foregoing disclosures and
requested that Chadwick furnish our company with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter was filed as Exhibit 16.1 to our Current Report on Form 8-K filed April
2, 2014,
Effective November 30, 2013, our board engaged Cutler & Co., LLC as its
independent registered public accounting firm to audit our company's financial
statements for our company's December 31, 2013's fiscal year.
During our company's most recent fiscal year and through the interim periods
preceding the engagement of Cutler & Co., LLC, our company (a) had not engaged
Cutler & Co., LLC as either the principal accountant to audit our company's
financial statements, or as an independent accountant to audit a significant
subsidiary of our company and on whom the principal accountant is expected to
express reliance in its report; and (b) had not consulted with Cutler & Co., LLC
regarding (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our company's financial statements, and no written report
or oral advice was provided to our company by Cutler & Co., LLC concluding there
was an important factor to be considered by our company in reaching a decision
as to an accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement, as that term is defined in Item
304(a)(l)(iv) of Regulation S-K or a reportable event, as that term is described
in Item 304(a)(l)(v) of Regulation S-K.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See "Item 9.01 Financial Statements and Exhibits" below.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
Please see the disclosure under Item 5.01 of this current report on Form 8-K.
12
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
For our interim unaudited financial statements for the six months ended June 20,
2014, see our Form 10-Q filed with the Securities and Exchange Commission on
August 14, 2014.
For our audited financial statements for the year ended December 31, 2013, see
our Form 10-K filed with the Securities and Exchange Commission on April 10,
2014.
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 (1) Articles of Incorporation
3.2 (1) Bylaws
10.1 (1) Form of Subscription Agreement
10.2 * Transfer Agreement
----------
* Filed herewith
(1) Filed as an exhibit to our registration statement on Form S-1 on March 30,
2011 and incorporated herein by reference
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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.
REDSTONE LITERARY AGENTS INC.
/s/ James P. Geiskopf
--------------------------------------------
James P. Geiskopf
President, Secretary, Treasurer and Director
September 2, 2014
1
