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REDSTONE LITERARY AGENTS, INC. FILES (8-K) Disclosing Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. On August 28, 2014, and pursuant to a transfer agreement dated for reference August 28, 2014, Mary Wolf, our sole director and officer, sold to James P. Geiskopf, 3,000,000 shares of our common stock for total consideration of $20,000. Mr. Geiskopf paid the $20,000 purchase price for these shares using personal funds. Mr. Geiskopf holds approximately 50% of our issued and outstanding common stock. Effective August 28, 2014, Mr. Geiskopf has been appointed as President, Secretary, Treasurer and to our board of directors, and as a result, Mary Wolf has resigned as President, Secretary and Treasurer. Mr. Geiskopf has 32 years' experience in the car rental industry. He was the president, secretary, treasurer and a director of Naked Brand Group Inc. from December 22, 2011 to July 30, 2012 and the president and director of The Resource Group from 2007 to 2009. From 1975 to 1986 he was the chief financial officer of Budget Rent a Car of Fairfield, California. From 1986 to 2007 he was the president and chief executive officer of Budget Rent a Car of Fairfield, California. Mr. Geiskopf served on the board of directors of Suisun Valley Bank from 1986 to 1993. He also served on the board of directors of Napa ValleyBank from 1991 to 1993. FORM 10 INFORMATION BUSINESS CORPORATE OVERVIEW We were incorporated in the State of Nevada on July 20, 2010. At that time, Mary Wolf was appointed chief executive officer, president, secretary, chief financial officer, treasurer and a director. We received our initial funding of $15,000 through the sale of common stock to Mary Wolf who purchased 3,000,000 shares of our common stock at $0.005 per share on July 20, 2010. 2 During 2011, we filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission to register a total of 3,000,000 shares of common stock for sale at a fixed price of $0.015 per share. The Registration Statement was declared effective on January 27, 2012. During the year ended December 31, 2012, we completed the offering for funding of $45,000. DESCRIPTION OF BUSINESS While we continue attempting to advance our current business of representing authors to publishers, we will be concurrently seeking other business opportunities with established business entities for the merger or other form of business combination with our company. LITERARY BUSINESS As stated in our last quarterly report, we will be doing research about upcoming book fairs. We need to also secure a few vendor events that are low cost for us to be able to exhibit our services. If we are able to identify any authors, we will be working on draft transcripts for these authors and we will also be working with established authors to assist them in promoting their publications via marketing communications practices. However, competition in the literary industry is fierce. If we cannot successfully compete, our business may be adversely affected. If we are able to establish our business we will compete against a large number of well-established companies with greater product and name recognition and with substantially greater financial, marketing and distribution capabilities than ours, as well as against a large number of small specialty producers. There can be no assurance that we can compete successfully in this complex and changing market. OTHER BUSINESS OPPORTUNITIES We will also be seeking new business opportunities with established business entities for the merger or other form of business combination with our company. We anticipate that any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation and enter into such an agreement. If our company requires additional financing and we are unable to acquire such funds, our business may fail. Even if we are able to enter into a business opportunity and obtain the necessary funding, there is no assurance that we will be able to generate any revenues and that any such revenues generated would be sufficient to provide a return to investors. We may seek a business opportunity with entities that have recently commenced operations, or entities that wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our sole officer and our directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors. 3 We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe that there are numerous firms in various industries seeking the perceived benefits of being a publicly reporting corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities. REPORTS TO SECURITYHOLDERS We provide an annual report that includes audited financial information to our shareholders. We also make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the SEC, at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS OVERVIEW For our management discussion and analysis of financial condition and results of operations for the six months ended June 30, 2014, see our Form 10-Q filed with the Securities and Exchange Commission on August 14, 2014. For our management discussion and analysis of financial condition and results of operations for the year ended December 31, 2013, see our Form 10-K filed with the Securities and Exchange Commission on April 10, 2014. PROPERTIES We do not currently own any property. We are currently operating out of the premises of our former president on a rent free basis while we are in the organizational stage. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of our company. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following tables provides certain information regarding the ownership of our common stock, as of August 28, 2014 by: 4 * each of our named executive officers; * each of our directors; * each person known to us to own more than 5% of our outstanding common stock; and * all of our executive officers and directors and as a group. Amount and Nature of Percentage Name and Address of Beneficial Owner Title of Class Beneficial Ownership (1) of Class (2) ------------------------------------ -------------- ------------------------ ------------ James Geiskopf Common Stock 3,000,000 Direct 50% 3250 Oakland Hills Court Fairfield, CA 94534 Mary S. Wolf Common Stock Nil N/A N/A 1842 E Campo Bello Drive Phoenix, AZ 85022 Directors and Officers as a Group Common Stock 3,000,000 50% Shareholders owning more than 5% of our outstanding common stock Common Stock Nil N/A N/A ---------- 1 Except as otherwise indicated, we believe that the beneficial owners of the . . . ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Please see the disclosure under Item 5.01 of this current report on Form 8-K. 12 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. FINANCIAL STATEMENTS For our interim unaudited financial statements for the six months ended June 20, 2014, see our Form 10-Q filed with the Securities and Exchange Commission on August 14, 2014. For our audited financial statements for the year ended December 31, 2013, see our Form 10-K filed with the Securities and Exchange Commission on April 10, 2014. Exhibit Number Description of Exhibit ------ ---------------------- 3.1 (1) Articles of Incorporation 3.2 (1) Bylaws 10.1 (1) Form of Subscription Agreement 10.2 * Transfer Agreement ----------* Filed herewith (1) Filed as an exhibit to our registration statement on Form S-1 on March 30, 2011 and incorporated herein by reference 13 |