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 18, 2018
Date of Report
(Date of Earliest Event Reported)
AEDAN FINANCIAL CORP
(Exact Name of Registrant as Specified in its Charter)
TULIP GROVE ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55807 82-1613709
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation)
1390 Market Street, Suite 200
San Francisco, California
(Address of principal executive offices) (zip code)
866-601-7727
(Registrant's telephone number, including area code
ITEM 3.02 Unregistered Sales of Equity Securities
On April 19, 2018, Aedan Financial Corp (formerly Tulip Grove
Acquisition Corporation) (the "Registrant" or the "Company") issued
5,080,000 shares of its common stock pursuant to Section 4(a)(2) of
the Securities Act of 1933 at par representing 91% of the total
outstanding 5,580,000 shares of common stock as follows:
Eric Fitzgerald 5,000,000
Sammy Yu 10,000
Gary Griffes 10,000
Brian Hettrick 10,000
Victor Citron 10,000
Neil Cresswell 10,000
Guy Conner 10,000
Nicholas Alaniz 10,000
Dawnte Bailey 10,000
With the issuance of the stock and the redemption of 19,500,000
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 intends to develop its business plan by
acquiring Aedan Inc., a Delaware company. 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 18, 2018, the following events occurred which resulted
in a change of control of the Registrant:
The Registrant cancelled an aggregate of 19,500,000 of the
then 20,000,000 shares of outstanding stock valued at par.
The then current officers and directors resigned.
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 July 7, 2017as amended and supplemented by the
information contained in this report.
The Registrant has been formed to serve as a cryptocurrency
exchange and reserve which will develop secured asset backed crypto
products such as crypto certificates of deposit, crypto commerce,
crypto money market and CERB value loss insurance for qualified
cryptocurrencies through blockchain due diligence. Aedan Financial
Corp's mission is to eliminate the risk of cryptocurrency activities
by implementing a series of financial technology innovations and
policies for protection of financial institutions and investors
from crypto fraud, loss of asset value and electronic theft.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On April 18, 2018, the following events occurred:
James M. Cassidy resigned as the Registrant's president,
secretary and director.
James McKillop resigned as the Registrant's vice president
and director.
Eric Fitzgerald was named the sole director of the Registrant:
The following persons were named to the offices of the Registrant
appearing next to their names:
Eric Fitzgerald Chief Executive Officer
Sammy Yu Chief Financial Officer
Gary Griffes Chief Information Officer
Brian Hettrick Chief Compliance Officer
Victor Citron Secretary of the Company
Neil Cresswell Chief Cloud Architect
Guy Conner Chief Datacenter Architect
Nicholas Alaniz Chief technology officer
Dawnte Bailey Chief of security
Eric Fitzgerald serves as Chief Executive Officer and the sole
director of the Company. Mr. Fitzgerald is a former intelligence
and defense contractor specializing in signal intelligence, preemptive
security solutions, vulnerability assessments, and information
technology forensics. In 2003, Mr. Fitzgerald co-founded and created
a browser-deployed cloud based operating system. In 2010, Mr.
Fitzgerald formed Aedan Inc. in China which focused on bringing cloud
based desktops, gaming systems, and applications to the world on any
internet connected device. In 2013, Mr. Fitzgerald was an investor and
board member of G3T LIV3 Inc., a PC game streaming service founded in
2012 competing with OnLive; both companies failed to perform and
dissolved in 2015. Aedan Inc branched out and incorporated in Delaware
in early 2015 and with two partners established a US market for the
AedanOS Cloud Spaces.
Sammy Yu serves as Chief Financial Officer of the Company. Mr.
Yu is the co-founder of Aedan, Inc. Mr. Yu has served as the Chief
Financial Officer with experience in financial technology and private
banking. In 2015, Mr. Yu served on the Board of G3T LIV3 Inc. which
company failed to perform and dissolved in 2015. From 2008 to 2009,
Mr. Yu served as a private banker for Bank of America and from 2009
to 2013 he served as general manager of Bee Automotive. Mr. Yu
attended the Galileo Academy of Science and Technology.
Gary Griffes serves as Chief Information Officer of the Company.
Since 1999, Mr. Griffes has been the owner and president of Air
Purification Services working with business owners to help meet
indoor air quality goals. Mr. Griffes is a leader with talent in
selling quality service and value over price as a proven revenue
generator. For 25 years prior to starting his own company, he
demonstrated successful sales leadership in building new territories
and expanding opportunities within existing client bases in the
cable television and merchant services, as well as the water treatment
industry. Mr. Griffes is adept at business-to-business sales and
negotiations with decision makers leading to fulfilling partner
relationships. Mr. Griffes was a first responder CERT team member
of the Isle of Capri Fire Department in Florida. His continuing
education includes a CTAM: Marketing & Management Courses, as well
as W. Steven Brown Marketing Manager and Telesale Skills. Mr. Griffes
was part of the team creating the highly successful HBO national
sales campaign "A buck a month" which led to a 42% increase in its
customer base.
Brian Hettrick serves as Chief Compliance Officer of the Company.
Mr. Hettrick is a consulting professional with more than 25 years
combined experience working with clients as well as in financial and
operational systems roles. He has expertise in communications with
experience building effective internal communications campaigns that
employ innovative technologies including buzz committees and social
media to drive and support business strategy. He has emonstrated
leadership in implementation and audits of agile and adaptive business
management systems e.g., ISO 9001/Total Quality Management and
Baldrige including integration of quality, risk, and regulatory
functions with a process focus. In the past five years, Mr. Hettrick
served as the Chief Growth Officer of Actiview Analytics (2017) and
as the Principal and Chief Knowledge Officer of Soma Associates
(2002-Present).
Victor Citron serves as Chief Information Officer of the Company.
With over 30 years of international technical and management systems
experience, he designs and lead implementation projects, lead training
venues and participates in third-party assessment-audits within a
variety of industries at numerous companies worldwide. His background
includes support training for governments in matters of third-party
certification and accreditation activities. His third-party
accreditation and certification experience encompasses a variety of
industries including food, laboratories, quality, security, safety,
health, medical and other sectors and within each sector requires the
application of statutes and regulations. His experience extends
through North America, Europe, Latin America, Australasia and Asia
Pacific. His experience precedes international management system
protocols through implementation to the British Standard 5750 P1
in 1982. Reiterating, he is a designer, developer and carries
assessment team leader certification as well to conduct internationally
recognized and generally accepted benchmarks and normative references.
In 1984, he established BULLTEK LTD (Bullish Technologies Ltd).
Throughout his career, Mr. Citron has successfully worked at several
companies and agencies including the U.S. Atomic Energy Commission
Revlon Medical Group (for laboratory and blood analyzing systems),
Motorola Digital Controls Div., Westinghouse Nuclear Div., MITEL
Systems, and Bourns Medical and Commercial Groups. During tenure with
the projects and organizations, he maintained and developed systems
for health-physics, engineering, environmental, quality, medical,
hazard analysis and risk management, continuous improvement,
manufacturing, security, law enforcement, customer service and project
management for organizational development, product development and
internationally outsourcing. He has been commended for his effort by
foreign governments. Mr. Citron's education combines engineering
technology and advanced management with status of facilitator-instructor
by the State of California and completed Productivity Management
(Philip Crosby Institute) certifications.
Neil Cresswell serves as Chief Cloud Architect of the Company.
Mr. Cressell has spent the last 18 years working with VMware
Technologies as a technologist running the VMware pre-sales team for
the ASEAN region Mr. Cresswell recently transitioned to emergent
technologies such as Docker. Mr. Cressell is the founder of
Portainer.io, an open-source "human friendly" management UI for Docker.
He is also the founder of CloudInovasi.id, an Indonesia-centric Docker
container service provider (and which provided the initial inspiration
for Portainer). Mr. Cresswell is the co-founder of Emerging Technology
Partners, a New Zealand company. He also serves as advisor to gpnow,
a virtual consultation application for doctors. Mr. Cresswell
obtained initial exposure to Docker technologies through his previous
role as CEO of IndonesianCloud, a public cloud provider based in
Jakarta. At that time, he anticipated the effect that Docker would
bring and the possible impact it would have on traditional IaaS and
infrastructure providers. Mr.Cresswell retrained himself in Docker,
obtaining exposure through enduring the early pain of Docker versions
1.6. Mr. Cresswell continues to provide advisory services through
Emerging Technology Partners, sharing insight and vision in regard
to the adoption of Docker and surrounding technologies in New Zealand.
Guy Conner serves as Chief Data Center Architect for the Company.
Mr. Conner has a substantial background in technology development,
market entry strategy and business to business acquisitions. Mr.
Connor has a background in technology development, market entry
strategy and business to business acquisitions. Mr. Connor is an
innovator in data intelligence with the ability to monetize complex
business models to increase in revenues. In addition, Mr. Connor
has in-depth background in building, negotiating, maintaining and
driving scalable direct sales and channel initiativesand
demonstrates comprehensive skills in strategic and tactical planning
in support of corporate and/or investor benchmarks.
Nicholas Alaniz serves as Chief Technology Officer of the
Company. From 2015 to the present, Mr. Alaniz has served with the
Aedan Inc. team to focus on virtualization. In the past five years,
Mr. Alaniz served as the former CEO of G3T LIV3 INC.
Dawnte Bailey serves as Chief of Security for the Company. From
2015-2018 Dawnte Bailey served in the United States Marine Corps as
a Field Wireman for Military Communications. Mr. Bailey is trained
in various martial arts including; Muay Thai, Tae Kwon Do, Krav Maga,
Judo, and Boxing. Mr. Bailey has undergone extensive training in
tactical warfare and continues to be trained by former intelligence
community and law enforcement operatives. From 2016-2018, Mr. Bailey
worked for Securitas Security Company where he acquired California
Armed Guard Card Certification. In the year 2014-2015 Dawnte Bailey
worked at Big State Industrial Supply.
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.
AEDAN FINANCIAL CORP
Date: April 19, 2018
/s/ Eric Fitzgerald
--------------------
Eric Fitzgerald
Chief Executive Officer
