0001021432-15-000128.txt : 20150427 0001021432-15-000128.hdr.sgml : 20150427 20150427141536 ACCESSION NUMBER: 0001021432-15-000128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150427 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20150427 DATE AS OF CHANGE: 20150427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aquilarts, Inc. CENTRAL INDEX KEY: 0001623020 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 472128877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55310 FILM NUMBER: 15794666 BUSINESS ADDRESS: STREET 1: 215 APOLENA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 BUSINESS PHONE: 949-673-4510 MAIL ADDRESS: STREET 1: 215 APOLENA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 FORMER COMPANY: FORMER CONFORMED NAME: Deer Valley Acquisition Corp DATE OF NAME CHANGE: 20141022 8-K 1 form8k042715aquilartdeer.txt 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 April 27, 2015 Date of Report (Date of Earliest Event Reported) AQUILARTS, INC. (Exact Name of Registrant as Specified in its Charter) DEER VALLEY ACQUISITION CORPORATION (Former Name of Registrant as Specified in its Charter) Delaware 000-55310 47-212887 (State or other (Commission File Number) (IRS Employer jurisdiction Identification No.) of incorporation) 503-705-0361 (Registrant's telephone number,including area code) 27979 SW 97th Avenue Suite 601 Wilsonville, Oregon 97070 (Address of Principal Executive Offices) 215 Apolena Avenue Newport Beach, California 92662 (Former address of Principal Executive Offices) ITEM 3.02 Unregistered Sales of Equity Securities On April 27, 2015 Aquilarts, Inc.(formerly Deer Valley 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 55% of the total outstanding 5,500,000 shares of common stock as follows: 3,000,000 Karl C. Powell With the issuance of the stock and the redemption of 17,500,000 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 April 27, 2015, the following events occurred which resulted in a change of control of the Registrant: 1. The Registrant redeemed an aggregate of 17,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price at par. 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 develop a business of acquiring art assets and then retailing that art through several channels of distribution including: A network of U.S. and international art galleries, A charity auction program, An art leasing business that leases-to-own sculpture art to businesses, and A trade show program that retails art through booths at conventions and trade shows. The Company is in the development phase and anticipates that it will develop its business plan through capital contribution and investment and business combinations. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors On April 27, 2015, James M. Cassidy resigned as the Registrant's president, secretary and director. On April 27, 2015, James McKillop resigned as the Registrant's vice president and director. On April 27, 2015, Karl C. Powell was elected the sole director of the Registrant. On April 27, 2015, the following individuals were appointed to the executive offices of the Registrant listed below. Karl C. Powell Chief Executive Officer, and Director Michaele Balter President, Chief Operating Officer, Secretary and Treasurer Karl C. Powell serves as Chief Executive Officer and the sole director of the Company. From 1974 to 1983, Mr. Powell worked in the several position in Intel Corporation rising to the position of General Manager of Micropocessor Operations, a position he held until he left Intel to start Sequent Computer Systems in 1983. After founding Sequent, Mr. Powell served as its Chairman, President and CEO of Sequent until 1999 at which time the company had 2700 employees and almost $1B in annual revenue and was purchased by IBM. Since 2000, Mr. Powell has been the principal of Eagle II Consulting and has consulted on and served as the chief executive officer for many smaller companies. Mr. Powell recently served as the consultant and CEO for Xiotech for which he completed the purchase of a division of Seagate Technologies. Mr. Powell was a director of Xiotech Corporation and a past director of Verity, Inc. and Auspex, Inc. Mr. Powell is a graduate of the U.S. Merchange Marine Academy at Kings point earning a B.S.in Marine Engineering. MR. Powell was Honorably Discharged from the U.S. Navy in 1969. Mr. Powell is an instrument rated commercial licensed pilot. Michael Balter has years of experience in both the technology and nonprofit industries. His specialties inlcude market creation, vertical marketing, strategic sales and investor relations. From 1980 to 1998, Mr. Balter worked at Intel Corporation in various positions in sales and marketing, eventually specializing in introducing new technologies to the market. Mr. Balter helped launce two of the ost common technologies today: voice recognition and video conferencing. After 1998, Mr. Balter became and entrepreneur working specifically with school and nonprofit organizations to support and assistn fund raising programs. From 2003 to 2013, Mr. Balter served as co-founder and ceo of several startup companies with a focus on responsible and sustainable philanthropic business models. Mr. Balter holds a Bachelor of Science degree in aeronautical engineering from San Jose State University and a Master's degree in Business Administration from Santa Clara University. 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. Karl C. Powell Date: April 27, 2015