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
November 17, 2014
Date of Report
(Date of Earliest Event Reported)
SEA VALLEY ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-55229 47-1375986
(State or other
jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6656 Edgemont Boulevard
Brooklyn Park, Minnesota 55428
(Address of principal executive offices) (zip code)
(952) 454-3483
(Registrant's telephone number, including area code
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
ITEM 3.02 Unregistered Sales of Equity Securities
On November 18, 2014 Sea Valley Acquisition Corporation (the "Registrant"
or the "Company") issued 3,000,000 shares of its common stock pursuant to
Section 4(2) of the Securities Act of 1933 at par representing 88% of the
total outstanding 3,400,000 shares of common stock as follows:
Macharia Waruingi, MD, DHA 428,571 shares
Isaac Amos 428,571 shares
Otobong Amos 428,571 shares
Ekemini Amos 428,571 shares
Aniefiok Amos 428,571 shares
Mfon Amos 428,571 shares
Indogesit Udog 428,571 shares
With the issuance of the 3,000,000 shares of stock and the redemption of
19,600,000 shares of stock (discussed below), the Company effected a change in
its control and the new majority shareholder(s) elected new management of the
Company. The Company may develop its business plan by future acquisitions or
mergers but no agreements have been reached regarding any acquisition or other
business combination. The Company changed its name as part of the change in
control. If the Company makes any acquisitions, mergers or other business
combination, the Company will file a Form 8-K but until such time the Company
remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On November 17, 2014 the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,600,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $2,000.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
June 18, 2014 as amended and supplemented by the information contained in
this report.
The Registrant intends to develop the Thompson & Grace Medical City in
Akwa Ibom, Nigeria. The city's master plan is an integrated development that
will have multiple land uses including a medical university park, research
institutions, real estate and hospitality including an academic medical
district and commercial, residential, industrial and hospitality districts.
The Registrant anticipates that the entire medical city to be a world-class
health system bringing world class standard health services to Sub-Saharan
Africa. The mission is to create the possibility for innovative medical and
health care research in Africa and to deliver medical education and provide
affordable medical and health services.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On November 17, 2014, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On November 17, 2014, James McKillop resigned as the Registrant's vice
president and director.
On November 17, 2014, Macharia Waruingi, MD, DHA was named the
director of the Registrant.
On November 17, 2014, Macharia Waruingi, MD, DHA was appointed to the
offices of the Registrant as listed below:
Macharia Waruingi, MD, DHA Chief Executive Officer, Secretary
and Treasurer
Macharia Waruingi, MD, DHA, is a doctor of medicine and health administration
specializing in the interdisciplinary design, development and implementation
of human centered health systems. He is a subject matter expert on the
globalization of healthcare. From September 2013 to the present, Dr. Waruingi
has served as a Professional Fellow at the Texas A&M University Center for
Health Systems & Design, and an advisor to Public Health Group of the
International Union of Architects. From 2008 to the present, Dr. Waruingi
has also served as a Practitioner Faculty on the School of Advanced Studies
at the University of Phoenix and, among other areas, is a recognized professor
for studies on complex health care systems, managing health care organizations,
health care economics and healthcare marketing, and evaluation of health care
programs. Since 2011, Dr. Waruingi has been the Editor-in-Chief of the Journal
of Global Health Care Systems and since 2007 has been a reviewer of medical
scientific content for African Journal of Food, Agriculture, Nutrition and
Development. In addition to his doctoral dissertation (2008), Dr. Waruingi
has published several books including Emergencing: Discovering the tacit
dimension of global health (2010), Dissertation Mentoring Handbook Book I-
Strategies for quantitative research and Dissertation Mentoring Handbook Book
2- Strategies for qualitative research (2010).
Dr. Waruingi graduated with a medical degree from the University of
Nairobi School of Clinical Sciences, and completed his postgraduate studies
at the University of Limoges University Teaching Hospital in France. His
medical training involved working in various capacities in healthcare and
medicine at the Institute of Tropical Neurology and Neurological Epidemiology
at University of Limoges, and Massachusetts General Hospital, Boston,
Massachusetts, USA. Dr. Waruingi works closely with executives of complex
global organizations through the Society for Organizational Learning and
Sustainable Enterprise programs around the world.
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 hereunder duly authorized.
SEA VALLEY ACQUISITION CORPORATION
Date: November 18, 2014 Macharia Waruingi, MD, DHA
Chief Executive Office
