ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 Organization and Description of Business Eight Dragons Company (the Company), formerly known as Tahoe Pacific Corporation, Pacific Holdings, Inc. and Ameri-First Financial Group, respectively, is a for profit corporation established under the corporation laws in the State of Nevada. Its predecessor was incorporated in Delaware on September 27, 1996. On October 24, 2007, the Company changed its state of incorporation from Delaware to Nevada by means of a merger with and into Eight Dragons Company, a Nevada corporation formed on September 26, 2007 solely for the purpose of effecting the reincorporation. The merger was consummated through an exchange of 100 shares in the Nevada Corporation for each share then issued and outstanding in the Delaware Corporation. The Articles of Incorporation and Bylaws of the Nevada Corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation modified the Companys capital structure to allow for the issuance of up to 100,000,000 shares of $0.0001 par value common stock and up to 50,000,000 shares of $0.0001 par value preferred stock. For periods prior to 2000, the Company participated in numerous unsuccessful ventures and corporate name changes, as discussed in greater detail in previous filings with the U. S. Securities and Exchange Commission. Since 2000, the Company has had no operations, significant assets or liabilities. The Companys current business plan is to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the Company being the surviving entity. Change in Control On August 8, 2014, Mr. Glenn Little, the controlling shareholder, president, secretary, treasurer, and sole director of the Company at that time, entered into a Securities and Debt Purchase Agreement with Rockport Petroleum, Inc. (Rockport). Under the terms of the Purchase Agreement, Mr. Little agreed to sell to Rockport an aggregate of 291,500 shares of Common Stock, representing approximately 80.5% of the Company's currently outstanding shares of Common Stock. The closing of the purchase and sale of shares pursuant to the Purchase Agreement was effective on August 29, 2014. The consideration paid for the acquisition of the Common Stock and the shareholder loans payable by the Company to Mr. Little was an aggregate of approximately $250,000, and was paid from corporate funds of Rockport. The purchase of the shares of Common Stock by Rockport from Mr. Little was consummated in a private transaction and Wm. Christopher Reeder as CEO of Rockport and as CEO of the majority shareholder of Rockport was considered to be in "control" of the Company. As a condition of the sale of shares pursuant to the Purchase Agreement, Mr. Little agreed to resign as director, president, secretary and treasurer of the Company and to appoint Mr. Reeder as director of the Company. Mr. Reeder was appointed as president, secretary and treasurer of the Company immediately following his appointment as director. On April 14, 2015, DMJ Acquisitions, LLC (DMJ), as purchaser, and Rockport, as seller, entered into the Securities and Debt Purchase Agreement (the DMJ Purchase Agreement), pursuant to which DMJ agreed to acquire 291,500 shares of our Common Stock (representing approximately 80.5% of the outstanding shares of our Common Stock) from Rockport and the notes payable held by Rockport and owed by the Company. The closing of the purchase and sale of the shares and shareholder loans pursuant to the DMJ Purchase Agreement took place on April 27, 2015. The aggregate consideration paid for the acquisition of the Common Stock and the shareholder loans was approximately $350,000, and was paid from corporate funds of DMJ. The purchase of the shares of Common Stock by DMJ from Rockport was consummated in a private transaction, and Mr. David Bristol as CEO and sole beneficial owner of DMJ is now considered to be in control of the Company. As a condition of the DMJ Purchase Agreement, Mr. Reeder has resigned as director, president, secretary, and treasurer and Mr. Bristol has been appointed as director of the Company, effective as of April 27, 2015, and also as president, secretary and treasurer of the Company effective as of the closing of the purchase and sale pursuant to the DMJ Purchase Agreement. |