UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Event Earliest Reported): February 10, 2011 (December 31,
2010)
Vinyl
Products, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-52769
|
26-0295367
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
30950
Rancho Viejo Rd #120, San Juan Capistrano, CA 92675
(Address
of principal executive offices)
(949)
373-7281
(Registrant's
telephone number)
2210
South Ritchey Street, Santa Ana, California 92705
(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 Instructions 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))
EXPLANATORY
NOTE
This
report amends our Current Report on Form 8-K filed on January 6, 2011 (the
“Initial Report”) by amending and restating the disclosures contained in Items
1.01, 3.02, 5.01 and 9.01 of the Initial Report.
Item
1.01 Entry into a Material Definitive Agreement.
Brackin
O’Connor Transaction
On
December 31, 2010, we entered into a definitive agreement to acquire all of the
membership interests in Brackin O’Connor, LLC (“Brackin
O’Connor”). Brackin O’Connor operates a passenger
transportation business. Its initial operations are focused on
servicing the tourism industry in Scottsdale, Arizona. We agreed to
issue 20,000,000 shares of our common stock to the members of Brackin O’Connor
in exchange for the membership interests in Brackin O’Connor (the “Equity
Exchange”).
VFC
Disposition
Following
completion of the Equity Exchange, we entered into a definitive agreement to
dispose of all of the capital stock of our subsidiaries, Vinyl Fence Company,
Inc. (“VFC”)
and VFC Franchise Corp. to Gordon Knott, our President and member of our Board
of Directors, and Garabed Khatchoyan, a member of our Board of Directors (the
“VFC
Disposition”). VFC conducts all of our vinyl product marketing
and installation business.
In
exchange for the capital stock of VFC and VFC Franchise Corp., Messrs Knott and
Khatchoyan agreed to return to us 20,000,000 shares of our common stock and to
assume up to $75,000 of our liabilities arising from periods prior to December
31, 2010. In connection with the VFC Disposition, we agreed to
reimburse certain expenses incurred by VFC through payment of $12,500 in cash
and the issuance of a promissory note in the amount of
$62,500. The promissory note is due March 31, 2011 and is
secured by a vehicle owned by Brackin O’Connor. The number of shares of our
common stock returned to us was determined by negotiation between Messrs Knott
and Khatchoyan and the members of our Board of Directors (other than Messrs.
Knott and Khatchoyan) and no specific value was placed on the
shares.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
December 31, 2010, we closed on the Equity Exchange described in Item 1.01
above. Following completion of the Equity Exchange, we closed on the
VFC Disposition described in Item 1.01 above.
As a
result of the Equity Exchange and the VFC Disposition, we are no longer engaged
in the vinyl product marketing and installation business and are now exclusively
engaged in the passenger transportation business through Brackin
O’Connor.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On
December 31, 2010, we became directly obligated on the financial obligations
represented by the promissory note issued pursuant to the VFC Disposition
described in Item 1.01 above.
Item
3.02 Unregistered Sales of Equity Securities.
On
December 31, 2010, we issued 20,000,000 shares of our common stock in the
closing for the Equity Exchange described in Item 1.01
above. The number of shares of our common stock issued to
Brackin O’Connor, LLC was determined by negotiation between Brackin O’Connor and
our Board of Directors (which, at the time, consisted of Gordon Knott and
Garabed Khatchoyan) and no specific value was placed on the
shares. Our securities were offered and sold solely to accredited
investors in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended since the issuances did not
involve a public offering, the recipients took the shares for investment and not
resale and we took appropriate measures to restrict transfer.
Item
5.01 Changes in Control of Registrant.
As a
result of the Equity Exchange and the VFC Disposition described in Item 1.01
above, the members of Brackin O’Connor, Doug Brackin and Joy Brackin, acquired
control of our company. Doug Brackin and Joy Brackin are husband and
wife. Doug Brackin and Joy Brackin together hold 20,000,000 shares of
our common stock (99.7% of the outstanding shares of common stock as of January
1, 2011).
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On
December 31, 2010, Gordon Knott tendered his resignation as our President,
effective immediately. In addition, Mr. Knott and Garabed Khatchoyan
will resign as members of our Board of Directors, effective on the 11th day
following the mailing of a Schedule 14F Information Statement to our
stockholders.
On
December 31, 2010, we appointed Doug Brackin as our President and a member of
our Board of Directors and appointed Keith Moore as our Treasurer and Secretary
and a member of our Board of Directors.
Mr.
Brackin, age 48, is a real estate hospitality
entrepreneur. He built his first lodging establishment in 1988 in
Payson, Arizona. He operated the Payson Pueblo Inn for 3 ½ years,
then sold the property for a profit in March of 1992. His next
project was the Majestic Mountain Inn, which was built in
1993. This project was owned by Mr. Brackin for 10 years, and
again sold for a profit. During 2000-2001, Mr. Brackin co-developed
an office building along with a steakhouse named Fargo’s. In 2004,
Mr. Brackin co-developed a 33 lot subdivision in Flagstaff,
Arizona. Doug did all the entitlement work for this project and
handled all the sales of the 33 lots generating over $7 million in
sales. Mr. Brackin renovated a drinking lounge
called J.Chew in 2008 and sold this establishment for a profit in
2009. Mr. Brackin is currently involved in a start up
transportation-coinceirge business in Scottsdale, Arizona. Mr.
Brackin earned a B.S. in Hotel, Restaurant, and Tourism at Northern Arizona
University. Mr. Bracking also holds an Arizona Real estate license as
well as an Arizona Insurance license.
Mr.
Moore, age 50, co-founded Monarch Bay Associates, LLC, a FINRA member
broker dealer in 2006. He has served his entire career founding, growing and
financing technology and service companies. Throughout his career Mr. Moore has
served in various executive capacities for micro-cap to Russell 1000 companies,
including Activision, Inc., DataLogic International, Inc., and POPcast
Communications Corp. Mr. Moore has raised over $100 million for these
organizations and has grown collective revenues in excess of $600
million.
From 1996
through 2007, Mr. Moore served in Chief Executive and other executive capacities
for DataLogic International, Inc., POPcast Communications Corp., and
iTechexpress, Inc., overseeing their respective strategic growth and capital
raises. From 1991 through 1996, Mr. Moore served as President, Chief
Operating Officer, Chief Financial Officer, Director and Consultant of
Activision, Inc. (NASDAQ: ATVI), recognized as the international market leader
in videogames and multimedia software. Mr. Moore is a founder of
International Consumer Technologies Corp. and was Vice President, Chief
Financial Officer and Director since its inception in July 1986 until its merger
into Activision in December 1991. Mr. Moore, board Emeritus of the Mission
Hospital Foundation Board of Directors earned a B.S. in Accounting and a Masters
in Finance from Eastern Michigan University.
Item
9.01. Financial Statements and Exhibits
The
financial statements required in respect of the Equity Exchange described in
Item 1.01 above, if any, will be filed by amendment not later than 71 days
following the date of the Initial Report.
Exhibit
No. Description
10.1 Equity
Exchange Agreement dated December 31, 2010*
10.2 Stock
Purchase Agreement dated December 31, 2010*
10.3 Assumption
Agreement dated December 31, 2010*
10.4 Promissory
Note dated December 31, 2010*
*
Previously filed as exhibits to the Initial Report
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.
Vinyl
Products, Inc.
a
Nevada corporation
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Date: February
10, 2011
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By:
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/s/ Doug Brackin | |
Name:
Doug Brackin
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Title:
President
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