8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest event reported): June 16, 2004 STARBERRYS CORPORATION ---------------------- (Exact name of registrant as specified in its charter) NEVADA ------ (State or other jurisdiction of incorporation) 0-25541 91-1948357 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 1100 MELVILLE STREET, SUITE 320 VANCOUVER, BRITISH COLUMBIA, CANADA, V6E 4A6 --------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 1-604-688-3931, EXT. 1 ITEM 1. CHANGE IN CONTROL OF REGISTRANT Not Applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 16, 2004, the Company executed an Intellectual Property Agreement with Kenneth Turpin to confirm the Company's ownership of the business of researching, developing, acquiring and commercializing products and services related to color technology outside the visible spectrum, using specialized narrow band N-IR and N-UV sensors and special analysis software modeling. In this Agreement, Turpin acknowledges and agrees that all work product has been made for the Company and that the Company is the exclusive owner of all right, title and interest in and to the work product and all intellectual property rights therein. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not Applicable -1- ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not Applicable ITEM 5. RESIGNATIONS AND APPOINTMENTS OF DIRECTORS AND EXECUTIVE OFFICERS Resignations On August 16, 2004, the resignation of Hans Nasholm as a Director of the Company was accepted. On August 31, 2004, the resignation of Ronald Erickson as Chief Executive Officer and President of the Company was accepted. Appointments. On August 31, 2004, Ralph Brier was appointed as Chief Executive Officer, President and a Director of the Company. On August 31, 2004, Kenneth Turpin was appointed as Chief Science Officer and Chair of the Research and Development Committee of the Company. On August 31, 2004, Zack Wickes was appointed Chief Technical Officer of the Company. ITEM 7. FINANCIAL STATEMENTS Not Applicable ITEM 8. OTHER EVENTS Change of Name The directors of the Company resolved that the name of the Company be changed from Starberrys Corporation to Visualant, Incorporated, which name change has been approved by the majority of the shareholders of the Company. The name change was registered on August 18, 2004 with the Secretary of State of Nevada. Issuance of Shares On August 31, 2004, the Company issued 200,000 shares at US $0.50 per share. Issuance of Stock Options On August 31, 2004, the Company executed stock option agreements granting Ralph Brier stock options to purchase 300,000 shares of Common Stock of the Company, -2- exercisable at US $0.10 per share until August 15, 2009, vesting at the rate of 25,000 options at the beginning of each quarter commencing August 15, 2004. ITEM 9. REGULATION FD DISCLOSURE Not Applicable EXHIBITS Not Applicable -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. VISUALANT, INCORPORATED (formerly STARBERRYS CORPORATION) ----------------------------------- (Registrant) Date: September 13, 2004 /s/ "Ralph Brier" ------------------- Ralph Brier, President, Chief Executive Officer and Director -4-