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: 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
