0001072588-12-000129.txt : 20120905
0001072588-12-000129.hdr.sgml : 20120905
20120905171112
ACCESSION NUMBER: 0001072588-12-000129
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120904
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20120905
DATE AS OF CHANGE: 20120905
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PEPTIDE TECHNOLOGIES, INC.
CENTRAL INDEX KEY: 0001357878
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 980479983
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1130
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53230
FILM NUMBER: 121074655
BUSINESS ADDRESS:
STREET 1: 601 UNION STREET
STREET 2: TWO UNION SQUARE, 42ND FLOOR
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: (206) 388-5498
MAIL ADDRESS:
STREET 1: 601 UNION STREET
STREET 2: TWO UNION SQUARE, 42ND FLOOR
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: CREENERGY Corp
DATE OF NAME CHANGE: 20100818
FORMER COMPANY:
FORMER CONFORMED NAME: ONLINE ORIGINALS, INC
DATE OF NAME CHANGE: 20060330
8-K
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pept8kagramnd.txt
UNITED STATES
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
Date of Report: September 4, 2012
PEPTIDE TECHNOLOGIES, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Nevada 333-133347 98-0479983
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
601 Union Street, Two Union Square, 42nd Floor, Seattle, Washington 98101
--------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(206) 388-5498
-----------------
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
Item 1.01 Entry into a Material Definitive Agreement
On August 29, 2012, Peptide Technologies, Inc., ("the Company") agreed to amend
the Asset Purchase Agreement dated August 23, 2011.
SECTION 11.13 as amended shall read as follows
SECTION 11.13 Founders
Richard E. Fortescue and Deborah Fortescue-Merrin shall each be issued One
Million (1,000,000) shares for a total of Two Million (2,000,000) shares from
the 45,000,000 share consideration hereinabove set forth for Founders and
Officers. Scott McKinley will receive the difference of Thirteen Million
(13,000,000) shares for a total of Forty Three Million (43,000,000) shares.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Officers
Effective August 31, 2012, letters of resignation tendered by Deborah
Fortescue-Merrin as President of the Company and Richard Fortescue as
Secretary/Treasurer and Chief Financial Officer were accepted.
Appointment of Board Member and Officer
Effective August 31, 2012, Mr. Erik Odeen has been appointed to the Board of
Directors of the Company to serve as Secretary/Treasurer until he resign or his
successors be elected by the shareholders of the Company or appointed by the
Board of Directors. Erik Odeen is also appointed to serve as Chief Financial
Officer of the Company
Erik Odeen, CPA, CFE, is a seasoned executive with over 24 years experience in
corporate management, financial leadership, international manufacturing &
distribution operations, and public accounting. He manages a consulting practice
which provides financial management and strategic-planning advisory services to
both public and privately-held company clients. More recently, Erik has
provided CFO and CEO services where his focus has been corporate restructuring
and reorganization, SEC and BCSC reporting, resolving complex accounting issues,
and corporate fraud prevention.
2
Mr. Odeen spent eight years in public accounting with Deloitte & Touch and
PCAOB-registered McKennon, Wilson & Morgan (Irvine, CA) where he specialized in
managing external audits, complex accounting issues, SEC Reporting and
Sarbanes-Oxley compliance.
Mr. Odeen's public company experience ranges from start-up and development stage
to Fortune 100 companies, including turn-around and M&A engagements. During his
13 year career with International Paper, Erik worked in Corporate Audit, was
instrumental in the planning and implementation of financial and operating
systems, and served in senior-level management positions with a division of
XPEDX, IP's distribution arm. Erik earned a Bachelor of Business Administration
in accounting and economics, holds an active CPA license in the state of
California, and is an active member of the American Institute of Certified
Public A ccountants (AICPA), the California Society of CPAs (CalCPA), and the
global Association of Certified Fraud Examiners (ACFE).
In consideration for accepting the appointment of Chief Financial Officer for
the Company, five million (5,000,000) fully vested shares of the Company's
restricted common stock shall be issued to Erik Odeen.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
The following is a complete list of exhibits filed as part of this
Report. Exhibit numbers correspond to the numbers in the exhibit table of Item
601 of Regulation S-K.
Exhibit No. Description
10.1 Amendment to Asset Purchase Agreement, dated August 23, 2011
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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.
PEPTIDE TECHNOLOGIES, INC.
By: /s/ Scott McKinley
-------------------------------
Scott McKinley
Chairman of the Board
Date: September 4, 2012
4
EX-10
2
ex10-1.txt
EXHIBIT 10.1
AMENDMENT TO ASSET PURCHASE AGREEMENT DATED
AUGUST 23, 2011
This Amendment made this 29th day of August, 2012.
Peptide Technologies Inc
601 Union Square
42nd Floor
Seattle Washington 98101
WHEREAS the Purchase price of the Asset was reduced from 75,000,000 shares to
45,000,000 shares, and,
NOTE: An Amendment to the Asset Purchase Agreement dated December 2011
reduced the purchase price of the Asset from 75,000,000 shares to
45,000,000 shares. As a result thirty million (30,000,000) shares were
returned to treasury.
WHEREAS the Assets that were purchased were set aside and new formulations were
developed by the Company; and,
WHEREAS the Finders Fees as incorporated in the Agreement are no longer valid.
NOW THEREFORE the Directors and Officers of the Company have determined that
SECTION 11.13 of the Asset Purchase Agreement shall be amended.
SECTION to be amended reads as follows
SECTION 11.13Finders/Founders
Richard E. Fortescue and Deborah E. Fortescue-Merrin shall each be
issued Fifteen Million (15,000,000) shares from the 75,000,000 share
consideration hereinabove set forth for services rendered as
Finders/Founders.
The undersigned have agreed to the following Amendment:
SECTION as amended shall read as follows
SECTION 11.13 Founders
Richard E. Fortescue and Deborah Fortescue-Merrin shall each be issued
One Million (1,000,000) shares for a total of Two Million (2,000,000)
shares from the 45,000,000 share consideration hereinabove set forth for
Founders and Officers. Scott McKinley will receive the difference of
Thirteen Million (13,000,000) shares for a total of Forty Three Million
(43,000,000) shares.
Counterparts:
This Amendment may be executed in counterparts (including e-mail attachment
(PDF) or facsimile). Each such counterpart so executed and delivered will be
considered to be an original and such counterparts taken together will
constitute one and the same document.
WHEREAS ALL DIRECTORS AND OFFICERS HEREBY AGREE TO ALL HEREIN
This amendment to the agreement is governed by the Law of British Columbia,
Canada
Peptide Technologies Inc.
Per Per
--------------------------------- --------------------------------
Deborah Fortescue-Merrin Scott McKinley
Per
---------------------------------
Richard Fortescue