-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I6nXpKDwxbD8U0r4PxUykj7+C597cQ//dQVxrwZQDdgJdqKtX/iDzfqzREjRaIsj JWkz262Y109O14mNyhJdbg== 0001158957-08-000182.txt : 20080617 0001158957-08-000182.hdr.sgml : 20080617 20080617153112 ACCESSION NUMBER: 0001158957-08-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080414 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080617 DATE AS OF CHANGE: 20080617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERATSI PHARMACEUTICALS CENTRAL INDEX KEY: 0001363555 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52021 FILM NUMBER: 08903112 BUSINESS ADDRESS: STREET 1: 933 MAMARONECK AVENUE STREET 2: SUITE 103 CITY: MAMARONECK STATE: NY ZIP: 10543 BUSINESS PHONE: 914-714-0567 MAIL ADDRESS: STREET 1: 933 MAMARONECK AVENUE STREET 2: SUITE 103 CITY: MAMARONECK STATE: NY ZIP: 10543 8-K 1 f8k041408.htm 8-K Heratsi Pharmaceuticals, Inc.


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 (Date of earliest event reported): April 14, 2008


_____________


Heratsi Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


_____________


Delaware

000-52021

33-1131290

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


5 Viaggio Lane

Foothill Ranch, CA 92610

(Address of principal executive offices and Zip Code)


714-350-8484

(Registrant’s telephone number, including area code)


933 Mamaroneck Avenue, Suite 103

Mamaroneck, NY 10543

(914) 725-0567

(Former name or former address since last report)


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:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))







CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Current Report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.


These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. The “Risk Factors” section of this Current Report sets forth detailed risks, uncertainties and cautionary statements regarding our business and these forward-looking statements.


We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.


EXPLANATORY NOTE


This Current Report is being filed in connection with a series of transactions consummated by the Company and certain related events and actions taken by the Company.


This Current Report responds to the following items on Form 8-K:


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.



Item 9.01

Financial Statements and Exhibits.





Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.


Robert Schneiderman was also appointed to serve as President and Secretary of the Company on April 14, 2008. Reference is made to the disclosures set forth in Item 3.02 of this Current Report, which disclosures are incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.


(d)

Exhibits

 

Exhibit No.

Description



*3.1

Certificate of Incorporation

*3.2

Bylaws

4.1

Promissory Note issued to Dr. Anna Kazanchyan, dated April 14, 2008

4.2

Promissory Note issued to Heratsi Pharmaceuticals, Inc., dated April 14, 2008

10.1

Redemption Agreement by and between Heratsi Pharmaceuticals, Inc. and Dr. Anna Kazanchyan, dated April 14, 2008

10.2

Escrow Agreement by and among Heratsi Pharmaceuticals, Inc., Dr. Anna Kazanchyan, Appian International, LLC and Feldman Weinstein & LLP, April 14, 2008

10.3

Common Stock Purchase Agreement by and between Heratsi Pharmaceuticals, Inc. and Appian International, LLC, dated April 14, 2008

17.1

Resignation Letter of Dr. Kazanchyan, dated April 14, 2008

17.2

Resignation Letter of Dr. Kazanchyan, dated April 14, 2008


*

Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on May 26, 2006, and incorporated herein by this reference.



 

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.



 
 

HERATSI PHARMACEUTICALS, INC.

 

 

 

 

 

 

Date: June 17, 2008

By: 

/s/ Chris Lotito

 

 

Name: Chris Lotito

 

 

Title: President






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