Attached files
| file | filename |
|---|---|
| EX-10.1 - STOCK PURCHASE AGREEMENT - Cape Cod Aquaculture | f8k101909ex10i_capecod.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 19, 2009
CAPE COD AQUACULTURE
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
|
333-152563
(Commission
File Number)
|
26-1679683
(IRS
Employer Identification No.)
|
440 Massasoit Road Eastham,
MA 02642
(Address
of Principal Executive Offices, Zip Code)
617-513-8876
(Registrant's
Telephone Number, Including Area Code)
Not
applicable
-----------------------------------------------------------------------
(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 (see General Instruction A.2. below):
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))
Section
5. Corporate Governance and Management
Item
5.01 Changes in Control of Registrant.
On
October 19, 2009, James Bright, the principal shareholder of Cape Cod
AquaCulture Corp. (the “Company”), entered into a Stock Purchase Agreement which
provided for the sale of 8,500,000 shares of common stock of the Company (the
“Purchased Shares”) to Derek Jackson (the “Purchaser”). The consideration paid
for the Purchased Shares, which represent 78.27% of the issued and outstanding
share capital of the Company on a fully-diluted basis, was $75,000. The source
of the cash consideration for the Purchased Shares was Mr. Jackson’s personal
funds.
There are
no arrangements or understandings among members of both the former and new
control persons and their associates with respect to the election of directors
of the Company or other matters.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
as of October 19, 2009, in connection with the disposition of the Purchased
Shares, James Bright resigned from his positions as the sole officer of the
Company and (ii) the Board of Directors of the Company elected Derek Jackson as
President, Chief Executive Officer, Chief Financial Officer, and Chief
Accounting Officer of the Company. Mr. Jackson was also appointed as a director
of the Company, which appointment shall become effective ten (10) days after the
delivery to the shareholders of the Company of an Information Statement pursuant
to Rule 14f-1.
Derek
Jackson, age 41, is the President and Chief Executive Officer of Hustla Music
Corporation, a New York corporation involved in the development and management
of musicians. He has been in that position since he founded the company in
October 2001.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits:
|
Exhibit
10.1
|
Stock
Purchase Agreement dated October 20, 2009, between James Bright and Derek
Jackson
|
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.
CAPE COD AQUACULTURE
CORP.
By: /s/ Derek
Jackson______________
Name: Derek
Jackson
Title: President
and Chief Executive Officer
Date: October
20, 2009