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
August 8, 2015
Date of Report
(Date of Earliest Event Reported)
SOUTH WEST COAST SENIOR LIVING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
YELLOW GROTTO ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55338 47-3165398
(State or other
jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
14197 Farralon Court
Fontana, California 92336
(Address of Principal Executive Offices)
(909) 545-0229
(Registrant's telephone number, including area code
ITEM 3.02 Unregistered Sales of Equity Securities
On August 10, 2015 South West Coast Senior Living Corporation
(formerly Yellow Grotto Acquisition Corporation)(the "Registrant" or
the "Company") issued shares of its common stock pursuant to Section
4(2) of the Securities Act of 1933 at par representing 85.7% of the
total outstanding 3,500,000 shares of common stock as follows:
3,000,000 Deshawn Palmer
With the issuance of the stock and the redemption of 19,500,000 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. 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 August 8, 2015, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1,950.
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
November 11, 2014 as amended and supplemented by the information contained
in this report.
The Registrant intends to consult with or effect a business combination
with a private company to develop superior retirement community living by
aligning wellness and aging with technology and consumer living preferences.
Through real estate investment, the Company intends to identify and develop
high-investment return properties that also generate the maximum possible
potential for wellness and aging care. With compassionate leadership and
professional planning, the Company has a corporate vision of making the
world a better place for the aging and elderly. The Company's objective
is to strive to provide substantial returns, risk management and liquidity
for its investors, while providing seniors with living facilities. No
agreements have been executed and if and when such a business combination
is effected, the Registrant will file a Form 8-K.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On August 8, 2015 James M. Cassidy resigned as the Registrant's
president, secretary and director and James McKillop resigned as the
Registrant's vice president and director.
On August 8, 2015, Deshawn Palmer was elected director of the
Registrant and appointed to serve as President, Secretary, and Treasurer
of the Registrant.
Deshawn Palmer serves as the sole officer and director of the Registrant.
Mr. Palmer have over ten years experience in the construction and project
management industry including serving as property management site selection
coordinator and administrator for North Star Senior housing. Throughout his
career as construction developer, Mr. Palmer has completed retail and multi-
family projects, ranging from 70,000 to 100,000 square feet. Key projects
include an 800-unit condominium complex; Market Pointe, a neighborhood
shopping center with a mixed-use grocery store anchor; and the Promenade
outlet centers.
Mr. Palmer has experience in all phases of pre- and post-construction
management, including demographic analysis to determine the "best" type of
multifamily commercial development for the targeted area and assessment of
local government cooperation and acceptance to avoid local permitting issues.
Mr. Palmer holds a Bachelor of Arts in Social Science and a Masters in Health
Administration from Chapman University in Irvine, California as well as an
A.A. Degree in Construction Management and holds an Assisted Living License,
State of California as well as a certificate in Gerontology. He is a member
of Health Services Committee of California Association of Homes and Services
for the Aging (CAHSA), American College Healthcare Executive Member (ACHE),
member for Senior Housing Care industry, and member of (ICSC) International
Council of Shopping Centers specializing in commercial mixed use development.
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.
SOUTH WEST COAST SENIOR LIVING CORPORATION
/s/ Deshawn Palmer
President
Date: August 10, 201
