On December 7, 2012, Halter Financial Investments, L.P. (“HFI”), a Texas limited partnership, Glenn A. Little (“Little”), The Halter Group, Inc., a Texas corporation formerly known and currently doing business as Halter Financial Group, (“HFG”, together with HFI and Little, each a “Seller” and collectively, the “Sellers”), who own, in the aggregate, 1,687,502 shares (the “Shares”) of common stock, par value $0.001 per share of Marketing Acquisition Corporation, a Nevada corporation (the “Registrant”), entered into a Securities Purchase Agreement (“SPA”) with USA Zhimingde International Group Inc., a New Jersey corporation (“Zhimingde”) pursuant to which Zhimingde purchased the Shares for $275,000 (the “Purchase Price”). The transaction contemplated in the SPA (the “Purchase”) closed on the same day.
The Shares represent approximately 91% of all of the issued and outstanding Common Stock of the Registrant, with HFI owning 1,250,000 Shares, Little owning 416,668 Shares and HFG owning 20,834 Shares. Following the Closing, Zhimingde owned approximately 91% of the voting securities of the Registrant. The Purchase has resulted in a change in control of the Registrant.
In connection with the change in control, Mr. Timothy Halter, the Registrant’s President, Chief Executive Officer, Chief Financial Officer and sole director, resigned his officers positions with the Registrant which resignation became effective immediately upon the closing of the Purchase. Simultaneously with closing of the Purchase, Zhongquan Zou was appointed as a director of the Registrant by the sole director, Timothy Halter, which appointment became effective immediately. Timothy Halter’s resignation as a director of the Registrant will become effective 10 days after mailing of an information statement required by Rule 14f-1 promulgated under the Exchange Act, which was filed on December 10, 2012.
The SPA includes customary representation and warranties from the Sellers and Zhimingde. The Purchase was subject to customary closing conditions, including, among other things, (a) resignations of the departing director and officers of the Registrant after appointment of Zhongquan Zou as a director of the Registrant, and (b) satisfaction of all outstanding debts and liabilities of the Registrant.
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