Attached files
| file | filename |
|---|---|
| EX-10.1 - Demand Pooling, Inc. | v179938_ex10-1.htm |
| EX-10.4 - Demand Pooling, Inc. | v179938_ex10-4.htm |
| EX-10.3 - Demand Pooling, Inc. | v179938_ex10-3.htm |
| EX-10.2 - Demand Pooling, Inc. | v179938_ex10-2.htm |
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 AND EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): March 25, 2010
Commission
file number 000-53394
ACCELERATED ACQUISITIONS V,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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26-2517798
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(State
or other jurisdiction of
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(I.R.S.
employer
|
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incorporation
or formation)
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identification
number)
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c/o
Accelerated Venture Partners
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1840
Gateway Drive, Suite 200
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Foster City, CA
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94404
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(Address
of principal executive offices)
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(Zip
Code)
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Issuer's
telephone number: (650) 283-2653
facsimile
number: (310) 362-8887
Copies
to:
Robert L.
B. Diener, Esq.
Law
Offices of Robert L. B. Diener
122 Ocean
Park Blvd., Suite 307
Santa
Monica, CA 90405
(310)
396-1691
N/A
Former
Address of Principal Executive Offices
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):
|
o
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Written communications pursuant
to Rule 425 under the Securities Act (17
CFR.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
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Stock
Sale
On March
22, 2010, (a) Richard K. Aland (“Purchaser”) agreed to acquire 23,907,138 shares
of the Company’s common stock par value $0.0001 for a price of $0.0001 per share
and (b) Donald Kelly agreed to acquire 4,218,907 shares of the common stock par
value $0.0001 (collectively, the “Shares”) for a price of $0.0001 per
share. At the same time, Accelerated Venture Partners, LLC agreed to
tender 1,979,760 of its their 5,000,000 shares of the Company’s common stock par
value $0.0001 for cancellation. Following these transactions, Messrs.
Aland and Kelly owned 76.75% and 13.54% of the Company’s 31,146,285
issued and outstanding shares of common stock, respectively, and the holdings of
Accelerated Venture Partners, LLC were reduced to approximately 9.69% of the
Company’s total issued and outstanding common shares. Simultaneously
with the share purchase, Timothy Neher resigned from the Company’s Board of
Directors and Messrs. Aland and Kelly were simultaneously appointed to the
Company’s Board of Directors. Such action represents a change of
control of the Company.
The
Purchasers used their working capital to acquire the Shares. The Purchasers did
not borrow any funds to acquire the Shares.
Prior to
the purchase of the Shares, the Purchasers were not affiliated with the Company.
However, the Purchasers will be deemed affiliates of the Company after the share
purchase as a result of their stock ownership interest in the
Company.
The
purchase of the Shares by the Purchasers was completed pursuant to written
Subscription Agreements with the Company. The purchase was not subject to any
other terms and conditions other than the sale of the Shares in exchange for the
cash payment.
Concurrent
with the sale of the Shares, the Company will file a Certificate of Amendment to
its Certificate of Incorporation with the Secretary of State of Delaware in
order to change its name to “Demand Pooling Global Services, Inc.”.
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ITEM
5.01
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CHANGES
IN CONTROL OF REGISTRANT
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See
response to Item 1.01.
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
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Resignation and Appointment of
Director and Principal Officers.
On March
25, 2010, concurrent with the consummation of the share purchase by the
Purchasers, Timothy Neher submitted his resignation as President, Secretary and
Treasurer and a director of the Company. The officer and director
resignations became effective on that date. Simultaneously, the Board
appointed and elected Richard K. Aland to the office of CEO and treasurer and a
director of the Company and Donald Kelly to the office of COO and Secretary and
a director of the Company.
2
Richard K. Aland became CEO,
Treasurer and a director of the Company in March 2010. Prior to
founding Demand Pooling Global Services, LLC (“DEPO”), Mr. Aland was an
investment banker for 25 years specializing in solving the financial needs of
state and local government entities, including a variety of transit agency,
airport, stadium, arena and convention center projects. He has been a leader in
the municipal finance industry in creating innovative financing techniques,
complex leasing structures, and public/private partnerships. Before
founding DEPO, he also served as managing director for Innovative Financial
Services Inc. (“IFS”) where he was responsible for new business development,
adapting innovative and proprietary financing concepts and creative applications
of traditional financing approaches. While at IFS he developed public/private
partnerships and private sector approaches for the financing of large scale 9
hotels, toll roads, stadiums, convention centers and other projects in Dallas,
Denver, Kansas City, Houston, Tampa and others. Prior to IFS, he served as vice
president and manager of the southwestern U.S. public finance department for
Salomon Brothers Inc. and as vice president of public finance at Goldman, Sachs
and Co. He also was vice president of the investment banking firms of Kuhn, Loeb
and Co. and UBS-DB Corp., a Union Bank of Switzerland-Deutsche Bank joint
venture where his focus was on international corporate finance. Mr. Aland earned an M.B.A.
in finance from the University of Michigan and completed the coursework for a
doctorate in finance and international business at Columbia University. He also
holds a B.B.A. in finance and accounting from the University of
Michigan.
Donald Kelly became COO,
Secretary and a director of the Company in March 2010. Mr. Kelly began
career as a Consultant with General Electric Company for over 12 years, during
which he held various positions in sales, marketing and finance, rising to the
level of Regional Vice President. In 1989, he joined Cap Gemini Sogetti, where
he was appointed to the Operating Board for the US and a General Manager of the
worldwide group. He held leadership responsibilities for the Energy and
Healthcare Sectors and full business operations responsibility for the Southern
US. In 1994, Mr. Kelly founded Ultimate Software Company of Texas, where he was
the CEO and General Partner for the Texas Distribution Company, which was later
successfully taken Public (ULTI) in 1998. Mr. Kelly returned to the Consulting
arena in 1998, joining Reliance Consulting Group as a General Manager and Member
of the Operating Board. He held responsibilities for the Healthcare and Energy
Sectors as well as the operating responsibilities for the Southwest and Western
US. Mr. Kelly is heavily involved with various Charities, specifically, Special
Care and Career Services of Dallas and Angel Flight where he holds seats on the
Board of Governors. He has focused his energies on the care and improvement of
the quality of life for those in need.
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ITEM 9.01.
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EXHIBITS
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(d) Exhibits
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Number
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Description
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10.1
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Subscription
Agreement, dated as of March 22, 2010 by and among Accelerated
Acquisitions V, Inc. and Richard K. Aland.
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10.2
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Subscription
Agreement, dated as of March 22, 2010 by and among Accelerated
Acquisitions V, Inc. and Donald Kelly.
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10.3
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Letter
dated March 25, 2010, from Accelerated Venture Partners, LLC to
Accelerated Acquisitions V, Inc. regarding the tender of shares for
cancellation.
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10.4
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Letter
of resignation tendered by Timothy Neher on March 25,
2010.
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3
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
March 25, 2010.
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ACCELERATED
ACQUISITIONS V, INC.
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/s/ Richard K. Aland
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Richard
K. Aland
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CEO
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4