Attached files
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): SEPTEMBER 22, 2011
ORGANIC SPICE IMPORTS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-54341 45-1545032
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7910 Ivanhoe Ave. #414
La Jolla, California 92037
(Address of principal executive offices)
(858) 459-1133
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 21, 2011, the majority shareholders of Organic Spice Imports, Inc.
(the "Company"), represented by Daniel C. Masters, entered into a Stock Purchase
Agreement (the "Agreement") with TRIG Capital Group, LLC ("TRIG") whereby TRIG
purchased ten million (10,000,000) shares of our common stock, par value $0.0001
(the "Common Stock"). The Common Stock purchased by TRIG represents 89.45% of
the outstanding Common Stock of the Company.
TRIG purchased the Securities for an aggregate purchase price of three hundred
and forty thousand dollars ($340,000) to be paid in three non-refundable
installments (collectively, the "Installments"). Pursuant to the Agreement, TRIG
shall make the Installments pursuant to the following schedule : (i) the first
Installment of fifty thousand dollars ($50,000) must be received on or before
October 12, 2011; (ii) the second Installment of one hundred and fifty thousand
dollars ($150,000) must be received on or before November 12, 2011; and (iii)
the third and final Installment of one hundred and forty thousand dollars
($140,000) must be received on or before January 12, 2012. Upon the payment of
the second Installment, the Board of Directors of the Company shall appoint A.J.
Cervantes as President of the Company.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
As described in Item 1.01, in connection with the Agreement, TRIG purchased ten
million (10,000,000) shares of Common Stock. Reference is made to the
disclosures set forth under Item 1.01 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
In connection with the Agreement, the Board of Directors of the Company has
agreed to appoint A.J. Cervantes as President of the Company upon receipt of the
second Installment.
ITEM 9.01 EXHIBITS.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit
Number Description
------ -----------
10.1 Agreement for the purchase of common stock, dated September 22, 2011.
2
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, thereunto duly authorized.
ORGANIC SPICE IMPORTS, INC.
Date: September 22, 2011 By: /s/ Ali Balaban
--------------------------------------
Ali Balaban
President, Chief Executive Officer and
Director
