SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EIGHT DRAGONS COMPANY
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
023612 20 3
(CUSIP Number)
David F. Bristol
6404 International Parkway, Suite 1350
Plano, Texas, 75093
(214) 420-8367
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 27, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
SCHEDULE 13D
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CUSIP NO. 023612 20 3 Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DMJ Acquisitions, LLC I.D. No. 47-3848945
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
291,500 (Item 5)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 291,500 (Item 5)
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,500 (Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.5%
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14 TYPE OF REPORTING PERSON*
OO-limited liability company
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SCHEDULE 13D
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CUSIP NO. 023612 20 3 Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prosper Services Group, LLC I.D. No. 04-3841858
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 291,500 (Item 5)
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
291,500 (Item 5)
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,500 (Item 5)
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.5%
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14 TYPE OF REPORTING PERSON*
OO-limited liability company
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SCHEDULE 13D
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CUSIP NO. 023612 20 3 Page 4 of 8 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David F. Bristol
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 291,500 (Item 5)
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
291,500 (Item 5)
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,500 (Item 5)
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.5%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP NO. 023612 20 3 Page 5 of 8 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mendy Bristol
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Texas
--------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 291,500 (Item 5)
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
291,500 (Item 5)
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,500 (Item 5)
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.5%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP NO. 023612 20 3 Page 6 of 8 Pages
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Item 1.Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates
is the common stock, par value $0.0001 per share (the "Common Stock") of Eight
Dragons Company (the "Issuer" or the "Company"), a Nevada corporation with
principal offices located at 6404 International Parkway, Suite 1350, Plano,
Texas 75093.
Item 2.Identity and Background
This statement is being filed by David F. Bristol ("Bristol"), Mendy Bristol
("MB"), Prosper Services Group, LLC ("Prosper"), a Texas limited liability
company and DMJ Acquisitions, LLC,("DMJ"), a Texas limited liability company.
Prosper owns 100% of the equity interests of DMJ and Bristol and MB each own 50%
of the equity interests of Prosper. Bristol is the sole manager and officer for
each of Prosper and DMJ and both such entities have no directors.
The foregoing persons own beneficially more than 5% of a class of equity
securities of the Issuer.
(a) This statement is being filed by one or more of the following persons:
Bristol, MB, Prosper and DMJ. Those of the foregoing persons signing
this Schedule 13D are hereinafter referred to as the "Reporting
Persons". Each of DMJ and Prosper are investment holding companies.
(b) The business address of each Reporting Person is 6406 International
Parkway, Suite 1350, Plano, Texas 75093.
(c) Bristol and MB each own 50% of the equity interests in Prosper.
Bristol is the sole manager and officer of both DMJ and Prosper.
(d) During the past five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) During the past five years, the Reporting Persons have not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect
to such laws.
(f) Bristol and MB are United States of America citizens.
Item 3.Source and Amount of Funds or Other Consideration
Pursuant to the Securities and Debt Purchase Agreement by and between Rockport
Petroleum, Inc. ("Rockport") and DMJ dated April 14, 2015 (the "Purchase
Agreement"), the Reporting Persons purchased the Common Stock of the Company
reported as beneficially owned in Item 5 (the "Securities") formerly owned by
Rockport, together with certain notes payable by the Company, for cash
consideration of $350,000.00 (the "Purchase Price"). The Purchase Price was paid
from the working capital of DMJ which was provided to DMJ by an affiliated
family trust controlled by Bristol. No funds were borrowed for the purpose of
the Reporting Entities' acquisition of the Securities.
Item 4.Purpose of Transaction
The Reporting Persons acquired these Securities from Rockport, the former
majority owner of the Issuer, in order to acquire control of the Company. The
Company is currently a "shell" company with no or nominal operations and no or
nominal assets. Except as described in this Schedule 13D, the Reporting Persons
do not have any specific plans or proposals which relate to or would result in:
(i) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, organization or liquidation, involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
SCHEDULE 13D
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CUSIP NO. 023612 20 3 Page 7 of 8 Pages
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amount of assets of the Company or any of its subsidiaries; (iv) change in the
present board of directors or the management of the Company; (v) any material
change in the present capitalization or dividend policy of the Company; (vi) any
other material change in the Company's business or corporate structure; (vii)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (viii) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to any of those
enumerated above.
The above statements are hereby subject to and qualified by the following:
The Reporting Persons plan to cause the Issuer to identify, evaluate and
investigate various potential transactions with operating entities (or their
holding companies) that are affiliated with the Reporting Persons, including,
without limitation, a merger or reverse merger transaction pursuant to which an
affiliate or affiliates of the Reporting Persons would be merged with and into
the Company. In connection with such transactions, the Reporting Persons may
cause the Company to change its principal operating business, recapitalize as
well as amend the Company's bylaws and other organizational documents.
In conjunction with the acquisition of the Securities pursuant to the Purchase
Agreement, on April 27, 2015, Wm. Christopher Reeder, the Company's sole
director and officer has resigned as director, president, secretary and
treasurer of the Company and Bristol has been appointed as director, president,
secretary and treasurer of the Company.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons are the beneficial owners of 291,500 shares of
Common Stock or 80.5% of the outstanding Common Stock.
(b) DMJ has sole voting and dispositive power with respect to such 291,500
shares of Common Stock. Bristol, MB and Prosper each have shared
voting and dispositive power with respect to such 291,500 shares of
Common Stock and are each deemed to have beneficial ownership of the
Securities through Prosper's sole ownership of the equity interests in
DMJ, Bristol's 50% ownership in the equity interests and sole
managerial control in Prosper and MB's 50% ownership of the equity
interests in Prosper.
(c) Other than as described in this Schedule 13D, the Reporting Persons
have not effected any transaction in the Common Stock during the past
60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except for as otherwise described in this Schedule 13D, including without
limitation, the Purchase Agreement, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons and between such
Reporting Persons and any person with respect to any securities of the Issuer.
Turtle Creek Holdings, LLC has acted as a consultant for the Reporting Persons.
Item 7. Material to be Filed as an Exhibit
Exhibit A: Securities and Debt Purchase Agreement between Rockport Petroleum,
Inc. and DMJ Acquisitions, LLC dated April 14, 2015
Exhibit B Joint Filing Agreement of the Reporting Persons
SCHEDULE 13D
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CUSIP NO. 023612 20 3 Page 8 of 8 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 7, 2015
DMJ Acquisitions, LLC,
By: /s/ David F. Bristol
----------------------------------
David F. Bristol
Chief Executive Officer
Prosper Services Group, LLC
By: /s/ David F. Bristol
----------------------------------
David F. Bristol
Chief Executive Officer
By: /s/ David F. Bristol
----------------------------------
David F. Bristol
By: /s/ Mendy Bristol
----------------------------------
Mendy Bristol
Exhibit A
EXECUTION COPY
SECURITIES AND DEBT PURCHASE AGREEMENT
This SECURITIES AND DEBT PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of the 14th day of April 2015, by and between Rockport
Petroleum, Inc. ("Seller") and DMJ Acquisitions, LLC ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller owns 291,500 shares (the "Shares") of common stock, par
value $.0001 per share (the "Common Stock"), of Eight Dragons Company, a Nevada
corporation (the "Company") which represents approximately 80.5% of all of the
issued and outstanding Common Stock of the Company; and
WHEREAS, Seller desires to sell, transfer and convey the Shares to Buyer
and Buyer desires to buy such Shares on the terms and subject to the conditions
set forth herein;
NOW, THEREFORE, in consideration of the agreements and covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Purchase Price and Closing
a. At the Closing, in consideration for $350,000 (the "Purchase
Price"), Seller agrees to sell, transfer, assign and convey to Buyer and Buyer
agrees to acquire from Seller, the Shares and all note payables and related
obligations (the "Company Note Payables") owed to Seller by the Company,
including, without limitation, the Company Note Payables set forth on Schedule
1(a).
b. Subject to the other provisions hereof, the closing (the "Closing")
shall occur on the first business day following the end of the tenth calendar
day following the date hereof (the "Closing Date"). At the Closing: (i) Buyer
shall deliver to Seller the Purchase Price by wire transfer of immediately
available funds; (ii) Seller shall deliver to Buyer (A) certificates
representing the Shares, duly endorsed or accompanied by duly executed stock
powers, and (B) an assignment of all of Seller's rights with respect to the
Company Note Payables. As soon as practicable following the Closing, Seller will
also deliver to Buyer or its representative originals or copies of all books and
records of the Company that are in Seller's possession or under its control.
Seller will also contact the transfer agent and instruct it to generate a new
name and password for Buyer to access the Company's stockholder records.
2. Representations and Warranties of Seller. Seller represents and warrants
to Buyer that the following are true and correct as of the date hereof and the
Closing Date:
a. Seller has good and valid title, free and clear of all mortgages,
pledges, liens, security interests or other encumbrances on the Shares or the
Company Note Payables, other than encumbrances created as a result of applicable
securities laws, and upon the consummation of the sale of the Shares and the
Company Note Payables pursuant to this Agreement, the Buyer will acquire good
and marketable title to the Shares and the Company Note Payables, free and clear
of all liens, claims, rights, voting agreements or other encumbrances, other
than encumbrances created as a result of applicable securities laws.
b. The execution, delivery and performance by Seller of this Agreement
has been duly authorized by Seller and the transactions contemplated by this
Agreement do not violate, breach or conflict with any contract, agreement, or
other instrument.
c. Since August 29, 2014, the Company has not incurred any liabilities
at any time while Seller held the Shares, other than (i) liabilities that have
been satisfied, (ii) liabilities that are adequately reflected or reserved in
the Company's financial statements contained in its Annual Report on Form 10-K
for the year ended December 31, 2014 or (iii) liabilities reflected on the trial
balance dated as of March 31, 2015, a copy of which has been provided to Buyer.
d. Seller has no actual knowledge of (i) any claim against the Company
that has been asserted or threatened by Glenn A. Little or (ii) any facts or
circumstances that would reasonably be expected to give rise to a claim of Glenn
A. Little against the Company.
3. Representations and Warranties of Buyer.
a. The Shares are being acquired for Buyer's own account, not as
nominee or agent, for investment purposes only and not with a view to the resale
or distribution of any part thereof in violation of the Securities Act of 1933
(the "Securities Act") or any other law, rule or regulation, foreign or
domestic. Buyer has no present intention of selling, granting any participation
in, or otherwise distributing the same in violation of the Securities Act or any
other law, rule or regulation, foreign or domestic. Notwithstanding the
foregoing, Buyer may make distributions of the Shares in accordance with
Securities Act and applicable local law.
b. Buyer is sufficiently experienced in financial and business matters
to be capable of evaluating the merits and risks of this investment and to make
an informed decision relating thereto.
c. The execution, delivery and performance by Buyer of this Agreement
is within the Buyer's legal right, power and authority, requires no action by or
in respect of or filing with, any governmental body, agency or official, other
than as required pursuant to the Securities Exchange Act of 1934, and does not
and will not contravene, or constitute a default under, any provision of
applicable law or regulation or of any agreement, judgment, injunction, order
decree or other instrument to which the Buyer is a party or by which any of his
properties are bound.
4. Covenants.
a. As of the Closing, Seller hereby releases and forever discharges
the Company from any and all any rights, claims, demands, debts, liabilities,
costs, expenses, attorneys' fees, obligations, promises, covenants, agreements,
contracts, charges, suits, proceedings, actions or causes of actions, of any
kind, known or unknown, suspected or unsuspected, at law or in equity, which
Seller now has, has ever had or may hereafter have against the Company arising
contemporaneously with or prior to the Closing or on account of or arising out
of any matter, cause or event occurring contemporaneously with or prior to the
Closing; provided, however, that without limiting the foregoing, nothing
contained in this subsection shall operate to release any right or claim by
Seller arising out of or relating to this Agreement.
b. At the Closing and to the extent assignable, Seller shall be deemed
to have assigned all of its rights and interest pursuant to that certain
Securities and Debt Purchase Agreement between Seller and Glenn A. Little dated
August 2014. To the extent such rights and interest are not assignable, Seller
agrees that Buyer shall be entitled to pursue all such claims under such
agreement, to the extent the same could have been brought by Seller, in the name
of Seller, but at Buyer's sole expense. If Buyer elects to pursue any such
claim, Buyer shall indemnify and defend Seller and its representatives against,
and shall pay and reimburse each of them for, any and all damages incurred or
sustained by, or imposed upon, them based upon, arising out of, with respect to
or by reason of any such claim (including any counterclaims). Seller shall
2
assign to Buyer all of its rights in any net amounts collected by Seller with
respect to any such claim. Notwithstanding anything herein to the contrary,
Seller and its representatives shall have no obligation to cooperate with Buyer
with respect to the foregoing.
c. On the date hereof, Buyer shall file with the SEC a Schedule 14F-1
with respect to the transactions contemplated hereby. Seller shall cooperate
with Buyer's reasonable requests in connection therewith.
5. Conditions to the Obligations of the Parties. The parties' respective
obligations to consummate the transactions contemplated by this Agreement are
subject to satisfaction of the following conditions:
a. The representations and warranties made by the other party in this
Agreement were true when made and shall be true as of the Closing Date with the
same force and effect as if such representations and warranties were made at and
as of the Closing Date and the other party shall satisfy the covenants that by
their terms are required to be delivered at the Closing.
b. The Securities and Exchange Commission shall not have issued any
"stop transfer" or other order with respect to the Common Stock, nor shall it
have taken any action to delay the effectiveness of the Schedule 14F-1.
6. Indemnification. Seller shall indemnify and defend Buyer (including,
after the Closing, the Company) and its representatives (collectively, the
"Buyer Indemnitees") against, and shall hold each of them harmless from and
against, and shall pay and reimburse each of them for, any and all damages
incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon,
arising out of, with respect to or by reason of any inaccuracy in or breach of
any of the representations or warranties of Seller contained in this Agreement
or in any certificate or instrument delivered by or on behalf of Seller pursuant
to this Agreement, as of the date such representation or warranty was made or as
if such representation or warranty was made on and as of the Closing Date.
7. Termination. This Agreement may be terminated at any time prior to the
Closing:
a. by the mutual written consent of Seller and Buyer;
b. by Buyer by written notice to Seller if:
i. Buyer is not then in material breach of any provision of this
Agreement and there has been a breach, inaccuracy in or failure to perform any
representation, warranty, covenant or agreement made by Seller pursuant to this
Agreement and, if capable of being cured, such breach, inaccuracy or failure has
not been cured by Seller within ten days of Seller's receipt of written notice
of such breach from Buyer; or
ii. any of the conditions set forth in Section 5 shall not have
been, or if it becomes apparent that any of such conditions will not be,
fulfilled by May 1, 2015, unless such failure shall be due to the failure of
Buyer to perform or comply with any of the covenants, agreements or conditions
hereof to be performed or complied with by it prior to the Closing.
c. by Seller by written notice to Buyer if Seller is not then in
material breach of any provision of this Agreement and there has been a breach,
inaccuracy in or failure to perform any representation, warranty, covenant or
agreement made by Buyer pursuant to this Agreement that would give rise to the
3
failure of any of the conditions specified in Section 5 and such breach,
inaccuracy or failure has not been cured by Buyer within ten days of Buyer's
receipt of written notice of such breach from Seller.
d. by Buyer or Seller in the event that (i) there shall be any law
that makes consummation of the transactions contemplated by this Agreement
illegal or otherwise prohibited or (ii) any governmental authority shall have
issued an order restraining or enjoining the transactions contemplated by this
Agreement, and such order shall have become final and non-appealable.
In the event of the termination of this Agreement in accordance with this
Section, this Agreement shall forthwith become void, provided that nothing
herein shall relieve any party hereto from liability for any breach of any
provision hereof.
7. Miscellaneous.
a. Except as otherwise expressly provided herein, all costs and
expenses, including, without limitation, fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such costs and expenses, whether or not the Closing shall have occurred, and
Seller shall pay the costs and expenses of the Company, other than with respect
to the filing of the Schedule 14F-1, which shall be paid by Buyer.
b. This Agreement embodies the entire agreement and understanding
between Seller and Buyer with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Agreement shall affect, or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement. Buyer has not relied on any representation, warranty or
information provided by Seller, other than the statements set forth in this
Agreement.
c. The terms and provisions of this Agreement may be modified or
amended only by written agreement executed by all parties hereto.
d. The terms and provisions of this Agreement may be waived, or
consent for the departure therefrom granted, only by written document executed
by the party entitled to the benefits of such terms or provisions. No such
waiver or consent shall be deemed to be or shall constitute a waiver or consent
with respect to any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or consent shall be effective only in the specific
instance and for the purpose for which it was given, and shall not constitute a
continuing waiver or consent.
e. The rights and obligations under this Agreement may not be assigned
by either party hereto without the prior written consent of the other party.
f. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of State
of Texas, without giving effect to the conflict of law principles thereof.
g. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
4
h. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent
of this Agreement.
i. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute a single agreement. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a ".pdf" format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or ".pdf" signature page were an original thereof.
j. The captions appearing in this Agreement are inserted only as a
matter of convenience and for reference and in no way define, limit or describe
the scope and intent of this Agreement or any of the provisions hereof.
k. Any notice or communication required or permitted hereunder shall
be in writing and either delivered personally or sent by certified or registered
mail, postage prepaid, and shall be deemed to be given, dated and received when
so delivered personally, or, if mailed, five business days after the date of
mailing to the following address, or to such other address or addresses as such
person may subsequently designate by notice given hereunder:
(a) if to Seller, to:
Wm. Christopher Reeder CEO
Rockport Petroleum, Inc.
4925 Greenville Road, Suite 1400
Dallas, Texas 75206
with a copy to:
Gray Reed & McGraw PC
Attn: David R. Earhart
1601 Elm Street, Suite 4600
Dallas, Texas 75201
(b) if to Buyer, to:
DMJ Acquisitions, LLC
6404 International Parkway, Suite 1350
Plano, Texas 75093
with a copy to:
Employee Solutions
6404 International Parkway, Suite 1350
Plano, Texas 75093
Attn: Shelby Park
l. All of the representations and warranties in this Agreement shall
survive the Closing Date, for a period of one year from the Closing Date;
provided, however, that the representation contained in Section 2(a) shall
survive until the expiration of the applicable statute of limitations.
5
m. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any state of federal court in Dallas, Texas, this being in addition to
any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto (a) consents to submit itself to the personal
jurisdiction of any federal or state court sitting in Dallas, Texas in the event
any dispute between the parties hereto arises out of this Agreement solely in
connection with such a suit between the parties, (b) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court and (c) agrees that it will not bring any action
relating to this Agreement in any court other than a federal or state court
sitting in Dallas, Texas.
n. Each party agrees that, should any court or other competent
authority hold any provision of this Agreement or part hereof to be null, void
or unenforceable, or order any party to take any action inconsistent herewith or
not to take an action consistent herewith or required hereby, the validity,
legality and enforceability of the remaining provisions and obligations
contained or set forth herein shall not in any way be affected or impaired
thereby, unless the foregoing inconsistent action or the failure to take an
action constitutes a material breach of this Agreement or makes the Agreement
impossible to perform in which case this Agreement shall terminate. Except as
otherwise contemplated by this Agreement, to the extent that a party hereto took
an action inconsistent herewith or failed to take action consistent herewith or
required hereby pursuant to an order or judgment of a court or other competent
authority, such party shall not incur any liability or obligation unless such
party breached its obligations under this Agreement or did not in good faith
seek to resist or object to the imposition or entering of such order or
judgment.
6
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date and year first above written.
ROCKPORT PETROLEUM, INC.
By: /s/ Wm. Christopher Reeder
-----------------------------------
Wm. Christopher Reeder, CEO
DMJ ACQUSITIONS, LLC
By: /s/ David F. Bristol
-----------------------------------
Name: David F. Bristol
Title: Member
7
Schedule 1(a)
Company Note Payables
$894,550.00 - Principal balance of promissory note acquired from Glenn A. Little
$666,139.16 - Accrued and unpaid interest on promissory note acquired from Glenn
A. Little
$24,118.68 - Account payable to Seller for expenses paid from 09/01/14 -
03/31/15
$373.69 - Accrued and unpaid interest on account payable to Seller through
03/31/15
8
Exhibit B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other
Reporting Entities (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of Eight Dragons Company
and that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this May 7,
2015.
MJ Acquisitions, LLC
By: /s/ David F. Bristol
------------------------------------
David F. Bristol
Chief Executive Officer
PROSPER SERVICES GROUP, LLC
By: /s/ David F. Bristol
------------------------------------
David F. Bristol
Chief Executive Officer
By: /s/ David F. Bristol
------------------------------------
David F. Bristol
By: /s/ Mendy Bristol
----------------------------------
Mendy Bristol