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ANDES 1 INC. FILES (8-K) Disclosing Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits
[September 30, 2014]

ANDES 1 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 Change in Control of Registrant.

On September 22, 2014, the sole officer and director of ANDES 1 Inc. (the "Company"), Richard Chiang, entered into a Share Purchase Agreement (the "SPA") pursuant to which he entered into an agreement to sell an aggregate of 9,200,000 shares of his shares of the Company's common stock to Leroy D. Aday at an aggregate purchase price of $30,000. These shares represent 92% of the Company's issued and outstanding common stock. Effective upon the closing date of the Share Purchase Agreement, September 26, 2014, Richard Chiang executed the agreement and owned 800,000 shares of the Company's stock and Mr. Aday was the majority stockholder of the Company. A copy of the SPA is attached to this Current Report as Exhibit 10.1.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

On September 26, 2014, following the execution of the SPA, Mr. Chiang elected Mr. Aday as a Director of the Company. Immediately following the election of Mr.


Aday as a Director to the Company's Board of Directors, Mr. Aday, acting as the sole Director of the Company, accepted the resignation of Richard Chiang as the Company's President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Mr. Chiang's resignation was in connection with the consummation of the SPA between Mr. Chiang and Mr. Aday and was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Following Mr. Chiang's resignation, and effective as of the same date, to fill the vacancies created by Richard Chiang's resignations, acting as the sole member of the Board of Directors, Mr. Aday appointed himself as Chairman of the Board of Directors, President, Chief Executive Officer, and Secretary. Further, the Board of Directors also appointed Sallie P. Aday as Chief Financial Officer, Randy Dickson as Executive Vice President and Timothy Berfield as Chief Technology Officer of the Company. A copy of the resignation letter submitted by Mr. Chiang is attached to this Current Report as Exhibit 17.1.

Biographical Information for Leroy D. Aday Leroy D. Aday, Age 54, President, Chief Executive Officer, Chairman of the Board of Directors and Secretary Mr. Aday has more than 30 years experience in business entrepreneurship. He has been involved in many start up business operations in various industries. He began his career in 1980, in the aviation industry as an operations manager at Santa Barbara Aviation, in 1987; he was a flight operations manager at Rockwell International. He was also a flight operations and flight test department personnel at Hughes Aircraft Company. In 1992, he became Vice President at Reno A&E, a manufacturer of high quality control traffic devices. By 1994, he founded Silver State Restorations, an automobile restoration business. He returned to the aviation industry as the President and Founder of Platinum Aviation Group Inc., in 1994, and continued with Integrated Flight Systems Corp. a company that manufactures flight video recording systems for helicopters, as Founder, President and CEO. In 2011, he co-founded Napa Sonoma Trading Company, a wholesale distributor of wine, spirits and beer.

Biographical Information for Sallie P. Aday Sallie P. Aday, Age 51, Chief Financial Officer Mrs. Aday began her career in 1985 as a marketing assistant for Detector Systems and co-founded Silver State Restorations, one of the largest classic and antique automobile restoration companies in Nevada, with Leroy D. Aday in 1992. She co-founded Platinum Aviation Group and founded the Helicopter Completions Company in 1994, a interior helicopter design and optional equipment installation firm. In 2001, she was also the co-founder of Integrated Flight Systems Corp, a company that manufactures flight video recording systems for helicopters. In 2011, she co-founded Napa Sonoma Trading Company, a wholesale distributor of wine, spirits and beer.

2 Leroy D. Aday and Sallie P. Aday are husband and wife.

Biographical Information for Randy Dickson Randy Dickson, Age 64, Executive Vice President Mr. Dickson began his career in the wine industry with E&J Gallo winery in Modesto, California in 1980 as a field marketing manager overseeing 13 E&J Gallo wholesalers in the Northern California and Nevada markets. In 1986 he worked for Southern Wine & Spirits (SWS) as a general manager. He became a VP director of Marketing for Young's Market overseeing the wine division, purchasing and pricing in 1993. He was also the President and General Manager for West America Marketing, a wine, beer and spirits marketing company. In 2008, he moved to Arizona and became the state manager for Kendall Jackson Wines. When Kendall Jackson Wines relocated him back to California, he became the Executive Vice President for Napa Sonoma Wines. Mr. Dickson has 34 years experience in the wine, beer, and spirits industry in both the distributor and supplier sides of the business. He is a graduate of California State University, Long Beach with a degree in Criminology.

Biographical Information for Timothy Berfield Timothy Berfield, Age 43, Chief Technology Officer Mr. Berfield began his career in technology in 1990 when he worked as a network technician for Phase One, Inc. He then began working for MicroAge Inc. as a network technician and became a Novell Certified Network Engineer in 1993. From 1994 to 1999, he was employed with Information Systems and from 1999 to 2006 he worked for Blitz Media Inc. Then from 2006 to 2010, he began working for Consolidated Merchant Solutions LLC. At present, he works for DLT Inc., and is the President, and Founder of Prodata-Solution Inc. Mr. Berfield has more than 15 years experience building hardware and software systems and has served in roles such as Chief Information Officer, Chief Technology Officer, Network Architect, and software designer. Mr. Berfield currently serves as Chief Technology Officer for DLT, Inc. a real estate marketing company. Mr. Berfield graduated from the University of Nevada, Las Vegas, or UNLV with a master's degree in computer science.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits Exhibit Number Description10.1 Share Purchase Agreement between Richard Chiang and Leroy D. Aday dated September 22, 2014 17.1 Richard Chiang resignation letter dated September 26, 2014 3

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