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
February 13, 2018
Date of Report
(Date of Earliest Event Reported)
UNITED RESTAURANT GROUP INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
TIMBER SOUND ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55742 81-4625058
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation)
188 2nd Avenue
New York, New York 10003
(Address of principal executive offices) (zip code)
833/888-6483
833/88U-NITE
(Registrant's telephone number, including area code
9545 Wilshire Boulevard
Beverly Hills, California 90212
(Former Address of Principal Executive Offices)
ITEM 3.02 Unregistered Sales of Equity Securities
On February 14, 2018, United Restaurant Group International,
Inc. (formerly Timber Sound Acquisition Corporation). (the "Registrant"
or the "Company") issued 59,000,000 shares of its common stock pursuant
to Section 4(a)(2) of the Securities Act of 1933 at par representing
99.1% of the total outstanding 59,500,000 shares of common stock
as follows:
Christian Vega 35,000,000
Chenwen Ho 5,000,000
Pinzon Holdings, LLC 3,000,000
Machard Holdings, Inc. 6,000,000
Ronaldo Vega 2,000,000
Christina Cherniawsky 2,000,000
Chermat Inc. 2,000,000
Qifan Li 3,000,000
Na Sun 1,000,000
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 intends to develop its business plan by
acquiring United Restaurant Group, Inc., a private company. 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 February 13,, 2018, the following events occurred which
resulted in a change of control of the Registrant:
The Registrant cancelled an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock valued at par.
The then current officers and directors resigned.
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 January 18, 2017 as amended and supplemented
by the information contained in this report.
The Registrant has been formed to serve as a hospitality venture
capital firm, with a focus on investments in food and beverage. The
Registrant intends to acquire a New York private company formed in
2015, United Restaurant Group, Inc. The private company has focused
on high brand food and beverage opportunities and to provide seed
investments for new ventures to bring the boutique restaurants into
greater market.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On February 13,, 2018, 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.
The following persons were named directors of the Registrant:
Christian A. Vega
Chewen Ho
Ronaldo Vega
Christina Cherniawsky
Qifan Li
Na Sun
The following persons were named to the offices of the Registrant
appearing next to their names:
Christian A. Vega Chief Executive Officer, Secretary and Chief
Financial Officer
Chewen Ho President
Christian A. Vega serves as Chief Executive Officer, Secretary,
Chief Financial Officer and director of the Registrant. In 2013, Mr.
Vega became an angel investor after successfully exiting from his
second start-up. In 2011, Mr. Vega merged his growing start-up
eOpulence & Luxeyard with two additional companies in the ecommerce
realm (competitors at the time were One Kings Lane and Gilt Groupe) and
was vital in the company's growth to a $160 million market c ap. In
2014, he transitioned into manufacturing with the growth of an 8-person
upholstery factory company (which he co-founded) into a 30-person
operation. He was able to secure a $2 million purchase order for
the company (Arbor Gentry) within the first year of operation. While
assisting a friend fix and flip a restaurant in Long Island City, New
York, Mr. Vega determined to expand into the food and beverage industry.
He formed United Restaurant Group, Inc. as a venture capital firm,
which would become the key institution to invest in new ideas, existing
concepts, and/or locations with visibility and an existing sustainable
lease. He opened three locations within the first ten months of
operations, in Brooklyn, New York, West Village, New York, and Soho,
New York. Mr. Vega is a seasoned data and market analyst and a self
taught tech strategist. He credits his strategic thinking and ability
to direct immediate the pivots needed during the journey of a new
business to the education received in the American Military University.
Chewen Ho serves as the president and a director of the Registrant.
Chenwen Ho, the owner and founder of Pan China & CDI Holding Group, has
a track record in business management as well as a deep understanding of
Chinese culture and business. His immersion in China's business sector
began with the founding of two cafes/galleries in Beijing and Shanghai
in 1987. Since then he has founded and managed several businesses in
both China and the U.S. Since 2014, he has opened eight restaurants
in New York City. In addition to his role as CEO of CDI Holding Group,
Mr. Chenwen is a Managing Partner at Global Network Development Co.
and Managing Partner at HuaSheng International, Inc. His areas of
expertise include corporate planning and management, crisis management,
and international trade.
Ronaldo Vega serves as a director of the Registrant. Ronaldo Vega
has practiced as a licensed Architect in the State of New York for
nearly three decades. Mr. Vega received his education at the Pratt
Institute, School of Architecture, in Brooklyn, New York. Being awarded
the AIA Presidential Citation in 2012, Mr. Vega has spent a lifetime as
an extremely sought after architect. Mr. Vega started his career at
Belfatto & Pavarini Architects and has made his mark on such firms as
Fletcher Thompson Architects, as well as designing for the state of New
York, inner city through the Department of Citywide Administrative
Services, Department of Design and Construction, City of New York
(as a Project Manager for the Schools Task Force), Taking a necessary
transition in his career to serve the state of NY by joining the World
Trade Center Rescue and Recovery Operation, following the September 11,
2001 attacks, he served as a Quadrant Leader in the Amec Sector. Mr.
Vega then spent an additional five years as a Senior Project manager
with the Department of Design and Construction, City of New York,
focused on the Libraries Unit. From 2007 to 2015, Mr. Vega was elected
as the Senior Director of Design, Memorial, over seeing Capitol Planning
and Development with the National September 11 Memorial and Museum, New
York City. In 2015 after the Museum had officially opened, Mr. Vega
became the Senior Architect at AECOM's, New York City, Build It Back
Program. As Senior Architect for the Build It Back Program Mr. Vega was
in charge of rebuilding homes damaged by Super Storm Sandy in Queens
along with the designated FEMA support.
Christina Cherniawsky serves as a director of the Registrant.
Christina Cherniawsky has focused on emerging and core business human
strategic needs for nearly a decade. With a degree in Political Science,
from John Jay, City University of New York, Ms. Cherniawsky has been
responsible for setting the overall organizational competencies and
growth adjacency in multiple industries. An expert start up professional,
with a former focus as Head of People for North America at Brandwatch,
as well as her time spent with the prestigious ad agency J. Walter
Thompson, Ms. Cherniawsky carves reviews and analyzes marketing data,
for long term trends and emerging concepts.
Qifan Li serves as a director of the Registrant. Qifan Li
moved to New York in 2008 to attend Pratt Art Institute to study
interior design. This would introduce her to what soon became an
obsession with an era specific, age-old recipe known as Baijiu. While
fascinated by the history of Baijiu, Ms. Li made a decision to revive
the spirit and introduce it to the American Market. In 2015, she
decided to combine all her research together to build the first Baijiu
cocktail lounge in America - Lumos. Baijiu is one of the most ancient
liquors and it has played a very important role in Chinese history.
Ms. Li has successfully transitioned the Baijiu spirit into a well-
known New York City cocktail. That same year that it opened, Lumos
was voted "Best new cocktail bar in New York." She is now working on
the Lumos Brand Expansion Project.
Na Sun serves as a director of the Registrant. Na Sun is
the founder and manager of Carma East Dim Sum Bar and Shanghai Cuisine
Restaurant in New York City. Besides the restaurant business, she has
been practicing as an architect in New York for more than ten years.
Ms. Sun is the founder and principle architect of EW Design Inc. She
has worked on restaurant design and high-end private club design. Before
founding her own firm, Ms. Sun worked in several world famous architect
firms in New York and Beijing and her projects won numerous design awards.
She joined Ennead Architects in 2007 and has worked on several cultural,
institutional and mixed-use projects as a senior architect, including
Shanghai Planetarium, Bing Concert Hall at Stanford University, the
West Wing Extension at North Shore University Hospital and Education
Center for the Vietnam Veteran Memorial Fund. Bing Concert Hall won
the New York City AIA Merit Award and SCUP Award for Excellence in
Architecture. Ms. Sun's professional experience ranges from concept
design to construction documents and construction oversee. She has won
several competitions outside the office, including an Honorable Award
for Tangshan Earthquake Memorial Park in China and an Honorable Award
for reinventing Grand Army Plaza in Brooklyn. Born and raised in Beijing,
Ms. Sun received a Bachelor of Architecture degree from Tsinghua
University in China and received her Master's Degree from MIT in the
United States. She is fluent in Chinese and English.
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.
UNITED RESTAURANT GROUP INTERNATIONAL, INC.
Date: February 14, 2018
/s/ Christian A. Vega
Christian A. Vega, CE
