8-K 1 f8k_071614.htm FORM 8-K f8k_071614.htm
Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)  
June 25, 2014
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
8150 Birch Bay Road, Suite 205, Blaine, WA, USA
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code 
(206) 347-4515
(Former name or former address, if changed 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:
[ ]  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))

ITEM 1.01  Entry into Material Definitive Agreements
ITEM 3.02  Unregistered Sales of Equity Securities
On June 25, 2014 our company closed a private placement under which it sold 1,122,831 investment units for gross proceeds of approximately $842,123. Each investment unit consisted of one common share of our company’s stock and one half-warrant. Each whole warrant is exercisable at $1.00 per share and are valid for two years from issue. Additionally, the warrants are subject to anti-dilution provisions for the first six months from issuance and are exercisable for an additional 24 months in the case that our underlying common shares to the warrants are not registered on a registration statement on a Form S-1 within the next 24 months from closing.
$58,500 financing fees are payable in cash associated with this private placement and 133,000 financing warrants will be issued on the same terms as those in the investment units.
On June 25, 2014, we issued an aggregate of 1,092,831 shares of the private placements to 12 persons pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.
On June 25, 2014, we issued an aggregate of 30,000 shares to 2 non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
Form of Subscription Agreement between our company and the Subscribers (incorporated by reference to our Annual Report on Form 10-K filed on June 30, 2014).

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.
/s/ Stephen Fowler                         
Stephen Fowler
President and Director
Date: July 16, 2014