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 Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2018

PREMIER PRODUCTS GROUP, INC.

(Exact name of registrant as specified in its charter)

1325 Cavendish Drive, Suite 201

Silver Spring, MD 20905

(Address of principal executive offices) (Zip Code)

301-202-7762

(Registrant’s telephone number, including area code)

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:

[  ] 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 2459.244a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))

Section 5 – Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

Effective March 22, 2019, Clifford Pope, the holder of an aggregate of 51 shares of Series B Preferred Stock of PREMIER PRODUCTS GROUP, INC. (the “Company”), representing 100% of the issued and outstanding shares of Series B Preferred Stock of the Company, sold all 51 of his shares of Series Preferred Stock to Parashar Patel and Jimmy Lee, jointly (the “Purchaser”), shown in the table below, which now beneficially owns 100% of the Company’s issued and outstanding shares of Series B Preferred Stock (for a total purchase price of $200,010 represented by $10.00 cash and a Secured Promissory Note of $200,000.

Each one (1) share of the Series B Preferred Stock has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock and Preferred Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) — (0.019607 x 5,000,000) = 102,036). This formula means that the holder of 51 shares of our Series B Preferred Stock holds the majority “control block” and is able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with our Company even if our other stockholders want it to occur.

In addition to the Series B voting control by (i) an existing director and (ii) the prospective new director (owned indirectly through the Purchaser), the new director (Mr. Patel) will also become CEO of the Company per the timing outlined below. A Combined Schedule 14F/14C Preliminary Information Statement is concurrently being filed with the SEC to reflect that prospective change of control. The contemplated change of control will not be effective until at least 20 calendar days after the mailing of the Definitive Information Statement to be filed shortly. More specifically, we anticipate that the change of control will become effective on or about April ___, 2019, at such time as a FINRA filing associated with the associated “corporate action” is authorized.

As a result of the March 22, 2019 transaction, the Purchaser owns Preferred Stock representing voting rights of 51% of the issued and outstanding shares of Common Stock, thus holding majority control. The purchase of Series B Preferred Stock by the Purchaser was financed with a combination of savings of the Purchaser and loan proceeds.

The following table sets forth, as of today’s date, certain information regarding the beneficial ownership of the shares of Common Stock by: (i) each person who, to the Company’s knowledge, beneficially owns 5% or more of the shares of Common Stock and (ii) each of the Company’s directors and “named executive officers.” As of March 22, 2019, there were 299,555,605 shares of Common Stock issued and outstanding.

The above table reflects share ownership as of the Record Date, and after giving effect to the transactions that took place on the Closing Date. Each share of Common Stock has one vote per share on all matters submitted to a vote of our shareholders.

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

On the Closing Date, the Board appointed the following directors:

Parashar “Parsh” Patel, Director

Since 2014, Mr. Patel, age 65, has served as President of Baying Ecological and concurrently President of Resgreen Group International, Inc. From 2005 to 2008, he served as chief technical officer of Avanti Systems, Inc. and, while stationed in Taipei Taiwan and in Shanghai, China, he was responsible for manufacturing quality control and sequenced delivery. Mr. Patel has over 40 years of business and system development and analyses experience with an emphasis on the design, development and deployment of large-scale real-time transaction processing systems and applications. Mr. Patel was awarded a B.S. in Chemistry and Mathematics from Grand Valley State University in 1975. We believe that Mr. Patel’s extensive business, operational and management experience and, in particular his substantial information technology experience, give him the qualifications and skills to serve as chief executive officer, secretary and director of our company.

Mr. Patel’s experience in leadership and business development, has led the Board of Director to reach the conclusion that he should serve as a Director of the Company. On November 10, 2018, Mr. Patel was appointed as a Director of the Company.

Jimmy Lee, Director

Mr. Lee, age 35, graduated from University at Albany with a Bachelor degree in Accounting, and received his CPA license in NY. Mr. Lee has over 10 years of experience in public accounting where he has worked for multiple public CPA firms in New York City involving audits and accounting for reverse mergers and IPO entities listing on Nasdaq NYSE and OTC Markets. Since 2010, Mr. Lee manages his own CPA Firm providing accounting and advisory services to firms located in China and Malaysia. Mr. Lee as an enthusiastic entrepreneur, well versed with both US and Asia markets, and with expertise in going public, mergers and acquisitions brings great values to the firm.

Mr. Yun Bai, Director

Mr. Bai, age 49, graduated from Shenzhen University, majoring in international finance and trade in July 1989. He has served as Deputy Chief  and Section Chief of Shenzhen Cereals, Oils and Foodstuffs Import and Export Corporation for 7 years. He was the general manager of Shenzhen Tianjun Industrial Co, Ltd Guangzhou Branch from July 1989 to December 1996, and the general manager of Guangdong Junyu Trade Development Co, Ltd. from November 1999 to October 2015. Mr. Bai has extensive business, operational and management experience specifically in project planning, investing, and financing.

The Company has not entered into any material plan, contract or arrangement (whether or not written) with its new directors.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNANIMOUS WRITTEN CONSENT

OF THE DIRECTORS OF

PREMIER PRODUCTS GROUP, INC.

March 22, 2019

In conformity with the applicable laws of the State of Delaware, the undersigned, being the directors of Premier Products Group, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), hereby consents to and adopts the following resolutions and takes the following actions with the same force and effect as if such resolutions had been duly adopted and such actions duly taken at a meeting of the board of directors of the Company (the “Board”) duly called and convened for such purpose on the date first set forth above, with a full quorum present and acting throughout.

WHEREAS, the Board has determined it is in the best interests of the Company to appoint an additional director to the Board, Mr. Parashar Patel, in conjunction with a change of control of the Company;

WHEREAS, the Board has determined it is in the best interests of the Company to accept the resignation of Mr. Clifford Pope as a director and his officer positions of the Company;

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, the terms and conditions of the transactions set forth therein be, and hereby are, authorized; and be it further

RESOLVED, that, the Board hereby appoints and approves Mr. Parashar Patel to the Board of Directors, acting as its Chairman, effective immediately; and be it further

RESOLVED, that, the Board hereby appoints and approves Mr. Parashar Patel as President and CEO of the Company, effective immediately with Mr. Pope’s resignation; and be it further

RESOLVED, that, the Board hereby appoints and approves Mr. Jimmy Lee as President and CEO of the Company, effective immediately with Mr. Pope’s resignation; and be it further

RESOLVED, that, the Board hereby accepts Mr. Clifford Pope’s resignation as director of the Company and all of his officer positions with the Company, effective immediately; and it be further

RESOLVED, and reaffirmed that the officers of the Company be, and each of them hereby is, authorized and directed to make all arrangements, to do and perform all such acts and things and to execute and deliver or file, in the name and on behalf of the Company, all such instruments, reports, notices, consents, waivers, certificates and other documents, as they may deem necessary or appropriate to effectuate the foregoing resolutions or otherwise in connection with the transaction described in or contemplated herein (such determination to be conclusively, but not exclusively, evidenced by the taking of such actions or by the execution of such instruments, reports and documents); and be it further

RESOLVED, that any action taken by any director, officer, employee or agent of the Company on or prior to the date hereof in furtherance of any of the foregoing matters be, and each such action hereby is, approved, ratified and confirmed in all respects as the action and deed of the Company; and be it further

RESOLVED, that this unanimous written consent of the Board shall be filed with the minutes of meetings of the Board and shall be treated for all purposes as action taken at a meeting.

IN WITNESS HEREOF, the undersigned has executed this written consent of the Board as of the date first above written.

INCOMING DIRECTOR

/s/ Parashar Patel___________________

Parashar Patel

RESIGNING DIRECTOR

/s/ Clifford Pope___________________

Clifford Pope

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of March, 2019, by and between Clifford Pope (hereinafter referred to as “Seller”) who is the record and beneficial owner of 51 shares of Series B Preferred stock of Premier Products Group, Inc, a Delaware corporation (the “Company”) and Parsh Patel and Jimmy Lee, Jointly (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, the Seller owns 51 shares of Series B Preferred stock, par value $0.001 per share (the “Preferred Stock”), of the Company; and

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desire to purchase from the Seller 51 shares of Series B Preferred Stock (the “Shares”), on and subject to the terms of this Agreement;

WHEREAS, the Preferred Stock is uncertificated but has been established by virtue of duly made filings with the Secretary of State establishing the Preferred Stock and the rights and preferences associated therewith, as evidenced by the attached Exhibit.

WHEREFORE, the parties hereto hereby agree as follows:

1.                  Recitals Incorporated Herein by Reference. The foregoing recitals are incorporated herein by reference and made a part hereof as though fully restated herein.

2.                  Sale of the Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Seller shall sell the Shares to the Purchaser, and the Purchaser shall purchase the Shares from the Seller for an agreed upon amount of $200,000.00 (the “Purchase Price”), which amount is being financed pursuant to the March 22^nd, 2019 Promissory Note, attached hereto and made a part hereof.

3.       Closing.

(a)               The purchase and sale of the Shares shall take place at a closing (the “Closing”), to be held at such date and time at the law office of Securities Counselors Inc. as shall be determined by the Purchaser on notice to the Seller within 15 days of the date of the Agreement. If Purchaser fails to complete purchase within the 15 days, then this agreement shall be null and void and Seller is free to do what he wishes with the Shares.

(b)               At the Closing:

(i) The Seller shall deliver to the Purchaser a certificate (or certificates) for the Shares, duly endorsed in form for transfer to the Purchaser.

(ii) The Purchaser shall pay to the Seller the Purchase Price for the Shares in the form of a Secured Promissory Note (the “Note”) in the amount of $200,000.

(iii) Security for the Note shall be the unencumbered 51 shares of Series B Preferred stock to be held in Escrow at the offices of Carl Duncan until fully paid for. Any fees associated with the Escrow shall be borne by the Purchaser.

(iv) Concurrent with the purchase and closing, Pope acknowledges Assignment of all rights, title, and interest in the Note and security interest in the Shares to Old Sawmill Partners, LLC, whose contact information is: Attn Terry L. Stein, 7441 Tracyton Blvd, Bremerton, WA 98311.

(c)               And at any time after the Closing, the parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement.

(d)               All representations, covenants and warranties of the Purchaser and Seller contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though the same had been made on and as of such date.

3.       Representations and Warranties of the Purchaser. Purchaser hereby makes the following representations and warranties to the Seller:

(a)       Purchaser has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. No consent, approval or agreement of any individual or entity is required to be obtained by the Purchaser in connection with the execution and performance by the Purchaser of this Agreement or the execution and performance by the Purchaser of any agreements, instruments or other obligations entered into in connection with this Agreement.

(b)       This Agreement has been duly executed and delivered by the Purchaser. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

4.       Representations and Warranties of the Seller. Seller hereby makes the following representations and warranties to the Purchaser, which may be relied on by any subsequent purchasers of the Purchaser’s capital stock and their counsel:

(a)       Seller owns the Shares free and clear of all any and all liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind.

(b)       The Shares are the only shares which are issued and outstanding other than the common stock and represent voting control of the Company, such that the Shares have voting powers which exceed the collective vote of all common shares outstanding.

(c)               Seller has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Seller’s obligations hereunder. No consent, approval or agreement of any individual or entity is required to be obtained by the Seller in connection with the execution and performance by the Seller of this Agreement or the execution and performance by the Seller of any agreements, instruments or other obligations entered into in connection with this Agreement.

(d)               This Agreement has been duly executed and delivered by the Seller. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

(e)               There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Seller’s knowledge, threatened against the Seller or any of Seller’s properties. There is no judgment, decree or order against the Seller that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.

(f)                There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to the Seller’s knowledge, threatened against the Seller or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the Seller’s knowledge, threatened against the Seller.

(g)               The Seller has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).

(h)               The Seller is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to sell the Shares.

(i)                 The Seller acknowledges that it is aware of and acknowledges that it is the intention of the Company to cause the Company to consummate a merger with a private company following the Closing. Seller acknowledges and confirms that it understands that, upon consummation of that merger, it is likely that each Share will increase in value, possibly substantially.

5.                  Finder’s Fee. Seller represents and warrants that no person is entitled to receive a finder’s fee from Seller in connection with this Agreement as a result of any action taken by the Purchaser or Seller pursuant to this Agreement, and agrees to indemnify and hold harmless the other party, its officers, directors and affiliates, in the event of a breach of the representation and warranty. This representation and warranty shall survive the Closing.

6.       Termination by Mutual Agreement. This Agreement may be terminated at any time by mutual consent of the parties hereto, provided that such consent to terminate is in writing and is signed by all of the parties hereto.

7.       Miscellaneous.

(a)       Entire Agreement. This Agreement constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Agreement. No part of this Agreement may be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement and is signed by the parties to this Agreement, or, in the case of waiver, by the party granting the waiver. No course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any party to contradict, explain or supplement any provision of this Agreement, it being acknowledged by the parties to this Agreement that this Agreement is intended to be, and is, the complete and exclusive statement of the Agreement with respect to its subject matter. Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions at any other time or under any other circumstances.

(b)               Severability. If any section, term or provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable, the remaining sections, terms and provisions shall nevertheless continue in full force and effect.

(c)               Notices. All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, mail or messenger against receipt thereof or sent by registered or certified mail, return receipt requested, or by facsimile transmission or similar means of communication if receipt is confirmed or if transmission of such notice is confirmed by mail as provided in this Section 7(c). Notices shall be deemed to have been received on the date of personal delivery or telecopy or attempted delivery.

(d)               Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law. By execution and delivery of this Agreement, each of the parties hereby (i) irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement shall be brought in the federal or state courts located in the State of Washington; (ii) irrevocably submits to and accepts the jurisdiction of said courts, (iii) waives any defense that such court is not a convenient forum, and (iv) consent to any service of process made either (x) in the manner set forth in Section 7(c) of this Agreement (other than by telecopier), or (y) any other method of service permitted by law.

(e)               Waiver of Jury Trial. EACH PARTY hereby expressly waiveS any right to a trial by jury in the event of any suit, action or proceeding to enforce this Agreement or any other action or proceeding which MAY arise OUT OF OR IN ANY WAY BE CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.

(f)                Parties to Pay Own Expenses. Each of the parties to this Agreement shall be responsible and liable for its own expenses incurred in connection with the preparation of this Agreement, the consummation of the transactions contemplated by this Agreement and related expenses.

(g)               Successors. This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns; provided, however, that neither party may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other party.

(h)               Further Assurances. Each party to this Agreement agrees, without cost or expense to any other party, to deliver or cause to be delivered such other documents and instruments as may be reasonably requested by any other party to this Agreement in order to carry out more fully the provisions of, and to consummate the transaction contemplated by, this Agreement.

(i)                 Facsimile and Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.

(j)                 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties with the advice of counsel to express their mutual intent, and no rules of strict construction will be applied against any party.

(k)               Headings. The headings in the Sections of this Agreement are inserted for convenience only and shall not constitute a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

PURCHASER: Parashar Patel

By:_/s/ Parashar Patel________________

Name: Parashar Patel, an individual

PURCHASER: Jimmy Lee

By:_/s/ Jimmy Lee___________________

Name: Jimmy Lee, an individual

SELLER: Clifford Pope

By:_/s/ Clifford Pope_________________

Name: Clifford Pope, an individual

Promissory Note

"Note"

Borrower: Parashar Patel and Jimmy Lee, Jointly

_______________________________________

_______________________________________

Lender: Old Sawmill Partners, LLC 7441 Tracyton Blvd
Bremerton, WA 98311

SECURITY AGREEMENT AND FINANCING STATEMENT

DEBTOR: SECURED PARTY:

1. OBLIGATIONS SECURED BY THIS AGREEMENT: FUNDS FOR WHICH THE DEBTOR IS OBLIGATED: $ 200,000.00.

2. COLLATERAL: 51 uncertificated shares of Series B Preferred stock of Premier Products Group, Inc.

Unencumbered and remain as a block until full obligation paid.

5.       ACTS TO BE PERFORMED BY DEBTOR. The Debtor agrees as follows:

(1)  Performance by Secured Party. Upon failure by the Debtor to perform the acts described in paragraph (e) above, the Secured Party is authorized and has the option to take possession of the collateral and to perform any of said acts in any manner deemed proper by the Secured Party, without waiving any rights to enforce this agreement.

(2)  Advances Secured. The reasonable expenses (including the cost of any insurance and payment of taxes or other charges) paid by the Secured Party in respect to the custody, preservation, use or operation of the collateral in his possession shall be deemed advanced to the Debtor by the Secured Party, shall bear interest at the highest rate provided by the above described notes, and shall be secured by this agreement.

10. MISCELLANEOUS. The Debtor and the Secured Party agree as follows:

Signed this 22nd______ day of March______________ 2019______ .