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 1 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 3 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