UNITED STATES
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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2015
APEX 11 INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 000-54964 | 46-2845657 | ||
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(COMMISSION FILE NO.) | (IRS EMPLOYEE IDENTIFICATION NO.) |
2251 North Rampart Blvd, #182
Las Vegas, NV 89128
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(702) 334-4424
(ISSUER TELEPHONE NUMBER)
16192 Coastal Highway
Lewes, DE 19958
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.01 Change in Control of Registrant.
On June 5, 2015, the sole officer and director of APEX 11 Inc. (the “Company”), Richard Chiang, entered into a Stock Purchase Agreement (the “SPA”) pursuant to which he sold an aggregate of 10,000,000 shares of his shares of the Company’s common stock to Ferris Holding Inc. (“FHI”) at an aggregate purchase price of $40,000. These shares represent 100% of the Company’s issued and outstanding common stock. Effective upon the closing of the Stock Purchase Agreement, June 5, 2015, Richard Chiang owned no shares of the Company’s stock and FHI was the sole majority stockholder of the Company. A copy of the SPA is attached to this Current Report as Exhibit 10.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On June 5, 2015, following the execution of the SPA, FHI elected Barry Epling as a Director of the Company and as Chairman of the Company’s Board of Directors. Immediately following the election of Mr. Epling to the Company’s Board of Directors, Mr. Epling, acting as the sole Director of the Company, accepted the resignation of Richard Chiang as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Mr. Chiang’s resignation was in connection with the consummation of the SPA between Mr. Chiang and FHI and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Following Mr. Chiang’s resignation, and effective as of the same date, to fill the vacancies created by Richard Chiang’s resignations, the Board of Directors appointed Mr. Epling as President, Chief Executive Officer, Secretary, and Chief Financial Officer. A copy of the resignation letter submitted by Mr. Chiang is attached to this Current Report as Exhibit 17.1.
Biographical Information for Barry Epling
Barry Epling currently serves as Founder, Chief Executive Officer, President and Director of FHI. He began his career in 1990 with the acquisition of a single telco switch formerly owned by Drexel Burnham Lambert Inc. He transformed that purchase into a full-fledged telecommunications company called US Tel, Inc., which became a NASDAQ-listed company. As Chief Operating Officer of US Tel, Inc., he was instrumental in producing revenue growth from $5,000 per month in 1992 to over $44 million per year by 1997.
In 1997, Mr. Epling began wholesale operations for a telcom carrier company specializing in secondary and tertiary markets within the emerging markets. Through his personal efforts, Mr. Epling developed long distance telecommunications services to Myanmar, Laos, Cambodia, Vietnam, Nepal, India, Egypt, Oman, Dubai, Tajikistan and Uzbekistan.
In 2005, Barry Epling launched FHI as CEO. FHI is a business consulting company specializing in the development of nutraceuticals from formulation through management and development. FHI has developed nutraceutical products that include functional beverages, science-based primitive cell enhancement products, and products designed to deal with various health related issues of baby boomers. FHI has patents pending for its nutraceuticals and noninvasive devices.
Barry Epling is also the Chairman of BioAdaptives, Inc., a publicly traded corporation trading on the Over-the-Counter Bulletin Board. FHI is the majority stockholder of BioAdaptives, and has entered into certain license agreements with BioAdaptives. None of the transactions between BioAdaptives and FHI are connected in any way with the Company.
In connection with the consummation of the SPA, there was an understanding between the former management of the Company and FHI, the purchaser under the SPA, that Mr. Epling would be appointed sole director and sole officer of the Company immediately after the change of control was effected.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Stock Purchase Agreement between Richard Chiang and Ferris Holding Inc. dated June 5, 2015 | |
| 17.1 | Richard Chiang resignation letter dated June 5, 2015 |
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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 hereunto duly authorized.
| APEX 11 INC. | ||
| By: | /s/ Barry Epling | |
| Barry Epling | ||
| Chairman of the Board, | ||
| President,
Chief Executive Officer, Chief Financial Officer, Secretary |
||
| (Principal Executive Officer, Principal Financial Officer) | ||
Date: June 5, 2015
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Exhibit 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of the 5th day of June 2015 (the "Effective Date"), by and between RICHARD CHIANG, with an address at 75 Broadway Street, Suite 202, San Francisco, CA 94111, USA ("Seller"), and FERRIS HOLDING INC., a Nevada corporation and/or its assigns, with an address at 2251 North Rampart Blvd, #182, Las Vegas, NV 89128 ("Purchaser").
RECITALS
| A. | Seller is the record owner and holder of 10,000,000 Common Shares, par value $.0001 par value (the "Shares"), or 100% of the issued and outstanding shares of APEX 11 INC., a Delaware corporation ("Corporation"), which Corporation has 10,000,000 shares of common stock, issued and outstanding as of the date of this Agreement. | |
| B. | Purchaser desires to purchase the 10,000,000 Shares from Seller, which constitutes 100% of the Corporation's issued and outstanding shares as of the date of this Agreement, and Seller desires to sell such Shares upon the terms and conditions hereinafter set forth. |
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and sale of the Corporation's Shares, it is hereby agreed, as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 10,000,000 of Seller's Shares for a total price of forty thousand US dollars (USD$40,000.00) (the "Purchase Price"). As of the Effective Date, Purchaser shall have wire transferred to the Seller the Purchase Price as full payment to Seller for a non-trading, fully-reporting SEC Edgar public shell company.
2. CLOSING. The purchase and sale of the Shares shall take place on June 5, 2015. Seller will immediately deliver the following to Purchaser: (A) the certificates representing the Shares transferred hereunder, duly endorsed for transfer to the Purchaser or accompanied by appropriate stock powers, (B) the original of the Certificate of Incorporation and bylaws, (C) all corporate books and records (including all accounting records and SEC filings to date); (D) written resignations of incumbent directors and officers of the Corporation; and (E) Edgar Codes of the Corporation.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole director and officer of Corporation, hereby represents and warrants to Purchaser that:
| (i) | Corporation is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on the business it is now being conducted. Corporation and/or Seller do not require any consent and/or authorization, declaration or filing with any government or regulatory authority to undertake any actions herein; | |
| (ii) | Corporation has filed with the United States Securities and Exchange Commission ("SEC") a registration statement on Form 10-12G, which has gone effective as of the date of this Agreement. |
| (iii) | Corporation has timely filed and is current on all reports required to be filed by it pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934. | |
| (iv) | Corporation is newly formed with no financial information available other than the financial information included in its SEC filings; |
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| (v) | There are no legal actions, suits, arbitrations, or other administrative, legal or governmental proceedings threatened or pending against the Corporation and/or Seller or against the Seller or other employee, officer, director or stockholder of Corporation. Additionally, Seller is not aware of any facts which may/might result in or form a basis of such action, suit, arbitration or other proceeding on any basis whatsoever; |
| (vi) | The Corporation has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business in any manner; |
| (vii) | The Corporation and/or Seller does not have in effect nor has any present intention to put into effect any employment agreements, deferred compensation, pension retirement agreements or arrangements, options arrangements, bonus or stock purchase agreements, incentive or profit—sharing plans; |
| (viii) | No person or firm has, or will have, any right, interest or valid claim against the Corporation for any commission, fee or other compensation in connection with the sale of the Shares herein as a finder or broker or in any similar capacity as a result of any act or omission by the Corporation and/or Seller or anyone acting on behalf of the Corporation and/or Seller; |
| (ix) | The business and operation of the Corporation has been and will be conducted in accordance with all applicable laws, rules, regulations, judgments. Neither the execution, delivery or performance of this Agreement (A) violates the Corporation's by-laws, Certificate of Incorporation, or any existing resolutions; and, (B) will cause the Corporation to lose any benefit or any right or privilege it enjoys under the Securities Act ("Act") or other applicable state securities laws; |
| (x) | Corporation has not conducted any business and/or entered into any agreements with third-parties; |
| (xi) | This Agreement has been duly executed and delivered by Seller, constitutes a valid and binding instrument, enforceable in accordance with its terms, and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Corporation and/or Seller a party or by which they are bound; |
| (xii) | Seller is the legal and beneficial owner of the Shares and has good and marketable title thereto, free and clear of any liens, claims, rights and encumbrances; |
| (xiii) | Seller warrants that the Corporation being transferred shall be transferred with no liabilities and little or no assets, and shall defend and hold Purchaser and the Corporation harmless against any action by any third party against either of them arising out of, or as a consequence of, any act or omission of Seller or the Corporation prior to, or during the closing contemplated by this contract of sale; and |
| (xiv) | Seller will cause all current officers and directors of the Corporation to resign at the Closing. |
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller that:
| (i) | Purchaser has the power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding instrument, enforceable in accordance with its terms; |
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| (ii) | The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Purchaser is a party or by which Purchaser is bound; |
| (iii) | Purchaser is purchasing the Shares solely for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable securities law. |
| (iv) | Either: |
| a. | The Purchaser is an "accredited investor" as defined under Rule 501 under the Securities Act; or |
| b. | The Purchaser has been provided all information, including publicly filed reports of the Corporation, the audited annual and interim quarterly financial statements of the Corporation, and all other information publicly filed by the Corporation. |
| (v) | Purchaser hereby agrees that such shares are restricted pursuant to Rule 144 and therefore subject to Rule 144 resale requirements. |
5. NOTICES. Notice shall be given by certified mail, return receipt requested, the date of notice being deemed the date of postmarking. Notice, unless either party has notified the other of an alternative address as provided hereunder, shall be sent to the address as set forth herein:
Seller: RICHARD CHIANG
APEX 11 Inc. President & Director
75 Broadway Street, Suite 202
San Francisco, CA 94111 (415) 713-6957
Email: rchiang8@gmail.com
Purchaser: FERRIS HOLDING, INC.
Barry Epling, President
2251 North Rampart Blvd, #182, Las Vegas, NV 89128
Email: barry@ferrisholding.com
6. GOVERNING LAW. This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware. The parties herein waive trial by jury. In the event that litigation results or arise out of this Agreement or the performance thereof, the parties agree that the prevailing party is entitled to reimbursement for the non-prevailing party of reasonable attorney's fee, costs, expenses, in addition to any other relief to which the prevailing party may be entitled.
7. CONDITIONS TO CLOSING. The Closing is conditioned upon the fulfillment by the Seller of the satisfaction of the representations and warranties made herein being true and correct in all material respects as of the date of Closing.
8. SEVERABILITY. In the event that any term, covenant, condition, or other provision contained herein is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or Agreement shall in no way affect any other term, covenant, condition or provision or Agreement contained herein, which shall remain in full force and effect.
9. ENTIRE AGREEMENT. This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof. This Agreement has been entered into after full investigation.
10. INVALIDITY. If any paragraph of this Agreement shall be held or declared to be void, invalid or illegal, for any reason, by any court of competent jurisdiction, such provision shall be ineffective but shall not in any way invalidate or affect any other clause, Paragraph, section or part of this Agreement.
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11. GENDER AND NUMBER; SECTION HEADINGS. Words importing a particular gender mean and include the other gender and words importing a singular number mean and include the plural number and vice versa, unless the context clearly indicated to the contrary. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
12. AMENDMENTS. No amendments or additions to this Agreement shall be binding unless in writing, signed by both parties, except as herein otherwise provided.
13. ASSIGNMENT. Neither party may assign this Agreement without the express written consent of the other party. Any agreed assignment by the Seller shall be effectuated by all the necessary corporate authorizations and governmental and/or regulatory filings.
14. CLOSING DOCUMENTS. Seller and Purchaser agree, at any time, to execute, and acknowledge where appropriate, and to deliver any and all documents/instruments, and take such further action, which may necessary to carry out the terms, conditions, purpose and intentions of this Agreement. This paragraph shall survive the Closing.
15. EXCLUSIVE AGREEMENT; AMENDMENT. This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.
16. FACSIMILE SIGNATURES. Execution of this Agreement and delivery of signed copies thereof by facsimile signatures from the parties hereto or their agents is acceptable to the parties who waive any objections or defenses based upon lack of an original signature.
17. PUBLICITY. Except as otherwise required by law, none of the parties hereto shall issue any press release or make any other public statement, in each case relating to, connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior approval of the other to the contents and the manner of presentation and publication thereof.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have signed this Agreement by their duly authorized officers the day and year first above written.
PURCHASER
FERRIS HOLDING INC.
| By: | ||
| Name: | Barry Wing | |
| Title: | Chief Executive Officer |
SELLER
| /s/ Richard Chiang | ||
| RICHARD CHIANG |
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Exhibit 17.1
Richard Chiang
APEX 11 Inc.
16192 Coastal Highway
Lewes, DE 19958
June 5, 2015
To the Board of Directors of APEX 11 Inc.
In connection with the executed Share Purchase Agreement (the "SPA") with Ferris Holding Inc, dated June 5, 2015, please accept this notice that effective today, June 5, 2015, I hereby resign from my positions and all duties as President, CEO, CFO, Secretary and Chairman of the Board of Directors, of APEX 11 Inc.
Sincerely,
| /s/ Richard Chiang | |
|
Richard Chiang President, CEO, CFO, Secretary and APEX 11 Inc. |