Mr. Tang purchased the Shares to acquire a controlling interest in the Company. Mr. Tang reserves the right to dispose of or acquire additional Shares and will do so depending on market conditions, developments with respect to the Companys business and other relevant factors.
Simultaneously with Mr. Tang’s purchases of the Shares, the Company’s CEO and CFO, the Company’s only officer, resigned and Mr. Tang was elected to such positions, Philip S. Lanterman was elected as COO of the Company and Daniel L. Conrad was elected as Secretary of the Company. Further, the Company’s sole director resigned from the Company’s Board of Directors effective as of the close of business on the day that the Company has fully complied with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f1 promulgated thereunder, the size of the Board was increased from one to three and Mr. Tang, Philip S. Lanterman and Daniel L. Conrad were simultaneously appointed to the Company’s Board of Directors effective as of the close of business on the day that the Company has fully complied with the requirements of Section 14(f) of the Exchange Act and Rule 14f1 promulgated thereunder. The foregoing actions represent a change of control of the Company.
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Mr. Tang intends to discontinue the demand aggregation business in which the Company was previously engaged. Mr. Tang intends to contribute his interest in a residential real estate property in San Francisco, California to the Company. Further, Mr. Tang intends to develop the Company into a real estate company engaged primarily in the acquisition, renovation and resale of residential real estate properties, including singlefamily detached homes and condominiums, initially located in the San Francisco Bay area.
Mr. Tang may in the future seek to amend the Company’s charter to change the Company’s name and increase the number of authorized shares of its common stock in accordance with applicable laws and regulations.
Except as discussed above, Mr. Tang does not presently have any plans or proposals that relate to or would result in any of the following:
(i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
(iii) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend policy of the Company;
(v) any material change in the business or corporate structure of the Company;
(vi) changes in the Company’s charter or bylaws or other actions which may impede the acquisition of control of the Company by any person;
(vii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
(viii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(ix) any action similar to any of those enumerated in (i) through (viii) above.
Mr. Tang reserves the right to modify his plans and proposals described in this Item 4. Further, subject to applicable laws and regulations, he may, in the future, formulate plans and proposals that may result in the occurrence of one or more of the events set forth in (i) through (ix) above or in clauses (a) through (j) of Item 4 of Schedule 13D.