UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 22, 2007
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Date of Report (Date of earliest event reported)
VELLA PRODUCTIONS INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-137134 71-1021813
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
999 3rd Avenue, Suite 3800 Seattle, WA 98104
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(Address of Principal Executive Offices, including Zip Code)
(206) 224-3725
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(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 (see General Instruction A.2. below):
|_| 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 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Section 5 -- Corporate Governance and Management
Item 5.01. Change in Control of Registrant.
On August 22, 2007, Max Time Enterprise Limited ("Purchaser") purchased
from Olga Lenova 3,500,000 shares of the common stock, $ 0.001 par value, of
Vella Productions, Inc. (the "Shares"), representing approximately 57.57% of the
outstanding shares of the common stock of Vella Productions, Inc (the
"Company"), for $150,000 (the "Purchase Price"), pursuant to an Affiliate Stock
Purchase Agreement dated as of August 16, 2007 by and between Olga Lenova and
Max Time Enterprises, Ltd. As a result, there has occurred a change in control
of the Registrant. Prior to the sale of the Shares to Purchaser, Ms. Lenova was
the principal stockholder of the Company.
The source of the funds used by Purchaser to pay the purchase price for
the Shares was the working capital of Purchaser
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Change of Management
On August 22, 2007, the Company's board of directors (the "Board")
appointed Hui Ping Cheng as a director of the Company, to serve until her
successor shall be elected and qualified or the earlier of her death,
resignation or removal in the manner provided for in the Company's by-laws. In
addition, Ms. Cheng was nominated and elected by the Board as President of the
Company, to serve until her successor shall be elected and qualified until the
earlier of her death, resignation or removal in the manner provided for in the
Company's by-laws.
In conjunction with Ms. Cheng's appointment to the Board and election
as an officer of the Company, Olga Lenova and Svetlana Kovaleva submitted their
resignations as directors and officers of the Company.
Business Experience of New Management.
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Hui Ping Cheng, the newly appointed director and President of the
Company, previously served as a senior accountant and accounting department
director at Shenzhen Yi Zhi Pharmaceutical Company Limited from September 1998
until April 2007, where she managed and oversaw the company's accounting
department. Since April 2007, she has served as director and president of Max
Time Enterprise Limited, which positions she continues to hold. Ms. Cheng also
is a Director and President of My Quote Zone, Inc.
Terms of Engagement.
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As provided in the Company's by-laws, all directors shall hold office
until the completion of their term of office as provided in the Company's
by-laws, or until their respective successors have been elected or their earlier
death, resignation or removal. All officers are appointed annually by the Board
and, subject to any existing employment agreement, serve at the discretion of
the Board. As of this date, no written employment agreement exists between the
Company and Ms. Cheng. Currently, directors of the Company receive no
compensation.
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The Company will consider applying for officers and directors liability
insurance at such time as it has the resources to do so. The Company has
determined that it has neither sufficient members nor resources currently to
establish audit, compensation or other committees.
Relationships and Related Transactions.
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After giving effect to the purchase of the Shares, Hui Ping Cheng is an
indirect owner of the 3,500,000 shares of the Company's common stock held by
Purchaser by reason of her control of Purchaser, of which entity she is the sole
owner, director and officer.
On August 22, 2007, Ms. Cheng was appointed as a director and the
President of the Company.
Item 9. Financial Statements and Exhibits
Exhibits.
10.1 Affiliate Stock Purchase Agreement dated as of August 16, 2007
by and between Olga Lenova and Max Time Enterprises, Ltd.
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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, hereunto duly authorized.
VELLA PRODUCTIONS, INC.
DATE: August 22, 2007 By: /s/ Hui Ping Cheng
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Name: Hui Ping Cheng
Title: President