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
October 29, 2015
Date of Report
(Date of Earliest Event Reported)
RANDOLPH ACQUISITIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
PURPLE GROTTO ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55389 47-3152749
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
50 Hurt Plaza
Suite 806
Atlanta, Georgia 30303
(Address of principal executive offices) (zip code)
404-267-7093
(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 October 30, 2015 Randolph Acquisitions, Inc. (formerly Purple
Grotto Acquisition Corporation) (the "Registrant" or the "Company") issued
5,000,000 shares of its common stock pursuant to Section 4(2) of the
Securities Act of 1933 at par representing 91% of the total outstanding
5,500,000 shares of common stock as follows:
5,000,000 Richard J. Randolph III
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. 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 October 29, 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
March 2, 2015 as amended and supplemented by the information contained in
this report.
The Registrant intends to engage in corporate mergers and acquisition,
real estate acquisitions, debt market transactions and asset management.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On October 29, 2015 the following events occurred:
James M. Cassidy resigned as the Registrant's president, secretary and
director.
James McKillop resigned as the Registrant's vice president and director.
Richard J. Randolph III was named director of the Registrant.
Richard J. Randolph III was appointed Chief Executive Officer
and Treasurer of the Registrant.
Richard J. Randolph III serves as the sole director and officer of
the Registrant. Since 2003 to the present, Mr. Randolph has served as
chief executive officer of a privately owned real estate investment
and development company responsible for renovating over 400 homes and
in the U.S. Southeast and construction of over 100 new homes in the
Metro Atlanta area. Mr. Randolph received his B.A. in Business
Management from the University of Alabama in 2002.
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.
RANDOLPH ACQUISITIONS, INC.
Date: November 2, 2015
/s/ Richard J. Randolph III
Chief Executive Office
