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Re: $hellKing post# 245

Wednesday, 04/12/2017 4:49:28 PM

Wednesday, April 12, 2017 4:49:28 PM

Post# of 286
8k Change of Control



Item 1.01 Entry into Material Definitive Agreement



On March 31, 2017, Goldenrise Development, Inc., a California corporation (“Goldenrise”) and Cloud Security Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Zhi Lu Peng, an individual (the “Purchaser”). Pursuant to the Agreement, Goldenrise agreed to sell and Purchaser agreed to purchase 12,000,000 restricted common stock shares of the Company (the “Shares”), representing approximately 92.12% of the Company’s outstanding shares of common stock. In consideration for the Shares, Purchaser will pay to Goldenrise a total of $400,000 as follows: (i) $100,000 upon the execution of the Agreement, and (ii) $300,000 on or before June 15, 2017 (the “Closing”). The Agreement is subject to certain customary conditions to Closing.



The transaction contemplated by the Agreement would effectuate a change in control of the Company should it ultimately close. Purchaser would own approximately 92.12% of the Company's issued and outstanding common stock. There are no arrangements or understandings among members of both the former and new control groups and their associates with respect to election of officers or other matters.



The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.



http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11977593

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