8-K 1 march102006cradaamendment.htm SECURITIES AND EXCHANGE COMMISSION                                  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


March 6, 2006

Date of Report (Date of earliest event reported)


PHYTOMEDICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


NEVADA

(State or other jurisdiction of incorporation)


000-28790

(Commission File Number)


87-0429962B

(I.R.S. Employer Identification No.)


1628 West 1st Avenue, Suite 216, Vancouver, British Columbia,  V6J 1G1

(Address of principal executive offices)


(800) 611-3388

(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:


[ ] 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))



SECTION 1. Registrant's Business and Operations


None.


SECTION 2.  Financial Information


None.


SECTION 3.  Securities and Trading Markets


None.


SECTION 4.  Matters Related to Accountants and Financial Statements


None.


SECTION 5.  Corporate Governance and Management


None.


SECTION 6. [Reserved]


N/A.





SECTION 7.  Regulation FD


None.


SECTION 8.  Other Events


On March 6, 2006, Polyphenol Technologies Corporation, a wholly-owned subsidiary of PhytoMedical Technologies, Inc. agreed to extend its Cooperative Research and Development Agreement (CRADA) with the USDA’s Agricultural Research Service (ARS) and Iowa State University (ISU) for an additional two years through October 31, 2009.


The USDA’s Agricultural Research Service will receive $1,760,845, or $1,094,479 in additional funds, to support the research work and related administrative costs.  This represents a 164% increase over our prior funding commitment of $666,366.


SECTION 9.  Financial Statements and Exhibits


Item 9.01  Financial Statements and Exhibits


The following exhibits are furnished as part of this report:


Exhibit Number

Description

10.1

Amendment and extension of Cooperative Research Agreement with the United States

Department of Agriculture’s Agricultural Research Service and Iowa State University



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.



 

PHYTOMEDICAL TECHNOLOGIES, INC.



/s/ Harmel S. Rayat

Harmel S. Rayat

President and CEO

 


Date: March 10, 2006




Exhibit 10.1


UNITED STATES DEPARTMENT OF AGRICULTURE


RESEARCH AGREEMENT

TYPE OF RESEARCH AGREEMENT

Cooperative Research and Development Agreement

AGREEMENT NO.

58-3K95-5-1073

TYPE OF ACTION

(3-WAY) Amendment No. 1

AGENCY (Name and Address)

Agricultural Research Service

1400 Independence Avenue SW

Washington, D.C. 20250-0302

PERIOD OF AGREEMENT


11/1/2004 through 10/31/2009

FEDERAL OBLIGATION


$ 0

CHANGE IN FEDERAL OBLIGATION

This Agreement is authorized by the Federal Technology Transfer Act, 15 USC 3710a, et seq., and is governed by its terms.

Items

Descriptions

1.  Technology Transfer Coordinator

Harry Danforth

2.

Cooperator #1




Principle Investigator #1

Polyphenol Technologies Corporation

Suite 216, 1628 West 1st Avenue

Vancouver, BC, Canada    Tax ID # 98-0434391


Harmel S. Rayat , President, Polyphenol Technologies Corporation

3.  Cooperator #2






Principal Investigator #2

Iowa State University

Office of Sponsored Programs Administration

2207 Pearson Hall, Rm. 15

Ames, IA  50011-2207

Tax ID # 42-600-4224

George Kraus, 2759 Gilman Hall

Iowa State University, Ames, IA 50011-3111

Professor of Chemistry, Program Manager, BRC

4.  USDA Laboratory

Nutrient Requirements and Functions Lab.

10300 Baltimore Ave., Bldg. 307, Rm. 223, BARC-East

Beltsville, MD  20705-2350

5.  USDA Researcher (ADODR)

Richard Anderson

6.  National Program Leader & Area

Dr. David Klurfeld

7.  Accounting Code

591-1235-650

8.  Amount

$1,760,845

9.  Finance Office

Budget & Fiscal Office

10300 Baltimore Ave., Bldg. 003, Room 306

Beltsville, MD  20705-2350

10.  Cris No.

1235-51520-035

11.  Title of Project

Polyphenols complexes, similar to those found in cinnamon, as nutrient supplements and food additives

12.  Log #

27318

This Agreement is amended as follows:


The duration of the agreement is extended for two (2) years.  ARS will receive $1,094,479 in additional funds to support the research work.  The State of Work payment schedule has been revised and is attached.  ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME.

FOR THE UNITED STATES DEPARTEMENT OF AGRICULTURE

SIGNATURE

/s/ Martha B. Steinbock

TYPED NAME

MARTHA B. STEINBOCK

Deputy Assistant Administrator

 

FOR THE COOPERATOR

SIGNATURE

/s/ Harmel S. Rayat

TYPED NAME AND TITLE

HARMEL S. RAYAT

President, Polyphenol Technologies


03/06/06

SIGNATURE

/s/ Gary Gillet                                  

TYPED NAME AND TITLE

For THANE J. PETERSON

Director, OSPA


2/13/06




 PTC to Pay $1,760,845.00 to ARS.  


a.

The payment schedule is:


(1)

Year 1: $238,300 in 4 installments, the first of which is due to ARS within 30 days of the signing of this agreement and with the following three payments commencing at the hiring of the Post Doc for this Agreement and at three month intervals thereafter;


(2)

Year 2: $482,964 in 4 quarterly installments, the first of which is due to ARS 3 months from the previous payment; and


(3)

Year 3: $507,114 in 4 quarterly installments, the first of which is due to ARS 3 months from the previous payment.


(4)

Year 4: $532,468 in 4 quarterly installments, the first of which is due to ARS 3 months from the previous payment.


b.

Make checks or money orders out to the "Agricultural Research Service," cite Agreement No. 58-3K95-5-1072 thereon, and send to:


USDA, ARS, BA, Budget and Fiscal Office

10300 Baltimore Ave.

Bldg. 003, Rm. 306, BARC-West

Beltsville, Maryland 20705-2350


PTC to Pay $264,686 to ISU:


a.

The payment schedule is:


(1) Year 1:  $60,000 to ISU in 4 quarterly installments, the first of which is due within 30 days of signing of this agreement and with the following three payments commencing at the hiring of the Post Doc for this Agreement and at three months intervals thereafter;


(2) Year 2: $62,251 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment; and


(3)

Year 3: $70,295 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment.


(4) Year 4: $72,140 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment.


b.

Make checks or money orders payable to Iowa State University, cite Kraus proposal 05-1072 thereon and send to:


Sponsored Programs Accounting

3609 ASB

Ames, Iowa 50011-3609






4.

PTC may pay the travel and per diem of ARS scientific representatives traveling pursuant to this Agreement if such payment receives the prior approval of the appropriate ARS Area Director.





SCHEDULE 3

ESTIMATED BUDGET



TOTAL YEARS

 

ARS Receive

Funds for

ARS In-House

PTC

In-House

ISU

to Receive from PTC

A.  Salaries and Wages

746,937

1,150,000

698,075

147,650

B.  Equipment

166,100

150,000

0

0

C.  Materials and Supplies

219,150

75,000

30,000

32,408

D.  Travel

a. Domestic

b. Foreign


68,050

52,288


11,000

17,000


40,000

35,000

 

E. Facilities

230,946

400,000

250,000

 

F.  Other Direct Costs

0

0

0

0

G.  TOTAL DIRECT           COSTS

1,483,471

1,803,000

1,053,075

180,058

H.  Indirect Costs

277,374

0

234,150

84,628

I. TOTAL COSTS…….…$

1,760,845

1,803,000

1,287,225

264,686


YEAR 1

 

ARS Receive

Funds for

ARS In-House

PTC

In-House

ISU

to Receive from PTC

A.  Salaries and Wages

119,684

70,000

50,000

30,612

B.  Equipment

40,000

30,000

0

 

C.  Materials and Supplies

30,000

30,000

0

10,204

D.  Travel

a. Domestic

b. Foreign


5,000

5,000


5,000

2,000


5,000

5,000

 

E. Facilities

15,000

100,000

100,000

 

F.  Other Direct Costs

0

0

0

 

G.  TOTAL DIRECT           COSTS

214,684

237,000

160,000

40,816

H.  Indirect Costs

23,616

  

19,184

I. TOTAL COSTS…….…$

238,300

237,000

160,000

60,000







YEAR 2


 

ARS Receive

Funds for

ARS In-House

PTC

In-House

ISU

 to Receive from PTC

A.  Salaries and Wages

198,970

360,000

300,000

32,143

B.  Equipment

30,000

40,000

0

0

C.  Materials and Supplies

53,901

15,000

10,000

10,204

D.   Travel

a. Domestic

b. Foreign


20,000

15,000


2,000

5,000


10,000

5,000

 

E. Facilities

68,500

100,000

50,000

 

F.  Other Direct Costs

0

0

0

0

G.  TOTAL DIRECT           COSTS

386,371

532,000

375,000

42,347

H.  Indirect Costs

96,593

0

75,000

19,904

I. TOTAL COSTS…….…$

482,964

532,000

450,000

62,251



YEAR 3


 

ARS Receive

Funds for

ARS In-House

PTC

In-House

ISU

 to Receive from PTC

A.  Salaries and Wages

208,919

360,000

315,000

41,820

B.  Equipment

32,000

40,000

0

0

C.  Materials and Supplies

56,098

15,000

10,000

6,000

D.  Travel

a. Domestic

b. Foreign


21,000

15,750


2,000

5,000


10,000

10,000

 

E. Facilities

71,925

100,000

50,000

 

F.  Other Direct Costs

0

0

0

 

G.  TOTAL DIRECT           COSTS

405,692

532,000

395,000

47,820

H.  Indirect Costs

101,422

0

75,000

22,475

I. TOTAL COSTS…….…$

507,114

532,000

470,000

70,295





YEAR 4


 

ARS Receive

Funds for

ARS In-House

PTC

In-House

ISU

 to Receive from PTC

A.  Salaries and Wages

219,364

360,000

330,750

43,075

B.  Equipment

34,100

40,000

0

0

C.  Materials and Supplies

58,401

15,000

10,000

6,000

D.  Travel

a. Domestic

b. Foreign


22,050

16,538


2,000

5,000


15,000

15,000

 

E. Facilities

75,521

100,000

50,000

 

F.  Other Direct Costs

0

0

0

0

G.  TOTAL DIRECT           COSTS

425,974

532,000

420,750

49,075

H.  Indirect Costs

106,494

0

84,150

23,065

I. TOTAL COSTS…….…$

532,468

532,000

504,900

72,140