TOP TO BOTTOM PRESSURE WASHING, INC.

 

On April 1, 2014, the Company discontinued the pressure washing operations and disposed of the Company assets directly related to the pressure washing operations.

 

In the first quarter, sole director Andy Z. Fan determined that the pressure washing assets, which were under performing, were not significant to the Company, because the Company is considered a shell company, and therefore, the disposition of those assets would not be detrimental to the Company.  Therefore, upon director and shareholder approval, on April 1, 2014, the Company disposed of the pressure washing assets to an interested Shareholder in exchange for the Shareholder's surrender of his 500,000 shares of Company stock to the Company.  The Shareholder also agreed to take over the lease payments on the leased vehicle. To compensate Director Fan for his efforts in disposing of the assets, Director Fan approved the transfer of the 500,000 shares received from the Shareholder to himself. This compensation was submitted to the Shareholders for a vote and was approved.

 

Accordingly, the Board  believed that to continue to protect and increase shareholder value, it would be to the advantage, welfare and best interests of the shareholders for the Company to consider alternative corporate strategies to generate new business revenue for the Company.

On May 5, 2014, then majority shareholder agreed to transfer 33,250,000 shares to an unrelated entity as part of a change in strategy for the Company.  Upon completion of this transfer, the entity immediately surrendered 29,500,000 shares back to the company for cancelation and transferred the remaining 3,750,000 shares to individuals including the new officers and directors of the Company.  On that same day, in exchange for the former majority shareholder's forgiving the existing debt and transferring 33,250,000 of his shares, the Company co-signed a convertible promissory note with the former majority shareholder for $236,000.  The promissory note is payable in monthly installments beginning September 1, 2014, bears interest at an annual rate of 0.28%, and is convertible into company stock in the event of a default. In 2014 September, the Company renegotiated terms (Amendment 2) of the promissory note to extend the first installment from September 1, 2014 to November 1, 2014 and the maturity date from June 1, 2015 to August 1, 2015.

 

During the period ended September 30, 2014, the Company accrued $270 interest on the loan. The Company also gave the former majority shareholder a warrant to purchase 1,250,000 shares of Company stock at $0.10 per share.

 

As of September 30, 2014, the Current Assets of and Liabilities of Discontinued Operations totaled $0.

 

Summary of results of discontinued operations is as follows:

 

Summary of Results of Discontinued Operations