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): August 25, 2014
NAPRODIS, INC.
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(Name of Small Business Issuer in its charter)
Nevada 333-122009 33-0403494
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code:
13250 Gregg St., Suite F
Poway, CA 92064
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(Former name or former address if changed since last report)
Check 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 (see General Instruction A.2. below)
[] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On August 25, 2014, the Company transferred all of its assets to Naprodis,
Inc., a Colorado corporation ("Colorado Naprodis"). In consideration for the
transfer of these assets, Colorado Naprodis agreed to assume a substantial
amount of the Company's liabilities.
In connection with the assignment of the Company's assets to Colorado
Naprodis:
o Paul Petit, Jean-Phillipe Petit, Alain Petit and Kelly Thompson
resigned as officers and/or directors of the Company.
o Paul Petit agreed to the cancellation of 1,175,000 shares of his
common stock. These shares were returned to treasury and cancelled.
o S.A.R.L. Naprodis, which is controlled by Alain Petit, sold 1,788,000
shares of the Company's common stock to the Company for a nominal
consideration. The shares sold to the Company were returned to
treasury and cancelled.
The following persons were appointed as officers and directors of the
Company:
Name Age Title
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Daniel Allen 62 President, Chief Executive Officer and
a Director
Chase Zeman 29 Secretary, Treasurer and a Director
Daniel Allen has been a consultant in the areas of banking and financing
for Blue Line Protection Group, Inc. since May 2014. Between April 2013 and
March 2014 Mr. Allen served as the Regional Vice President of Sunflower Bank in
Longmont, Colorado. Between June 2001 and April 2013, Mr. Allen was the Chairman
and Chief Executive Officer of Mile High Banks in Longmont, Colorado. Mr. Allen
holds a Bachelor of Science in Management and Finance from the University of
Utah.
Chase Zeman has been a Field Improvement Specialist at RGIS, LLC since
October 2013. Prior to that time, Mr. Zeman was a District Manager at RGIS, LLC
(December 2012 and October 2013) and an Area Manager/District Manager for RGIS
(October 2009 and December 2012). RGIS, LLC provides management and inventory
control for large retail stores and grocery chains. Between March 2008 and
October 2009 Mr. Zeman was a Store Manager at Game Crazy, a video game retailer.
Mr. Zeman holds a Bachelors' degree in Philosophy from the University of
Boulder.
Paul Petit and Alain Petit are the controlling shareholders of Colorado
Naprodis.
2
Paul Petit personally guaranteed the obligation of Colorado Naprodis
regarding the assumption of the Company's liabilities.
As a result of the disposal of the Company's old business, the Company now
plans to establish a website that state-licensed marijuana growers and
dispensaries can use to buy and sell products from each other. The Company's
website will be designed to comply with all state laws and regulations.
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.
Date: August 27, 2014 NAPRODIS, INC.
By:/s/ Daniel Allen
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Daniel Allen, Chief Executive Office
