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
September
15, 2009
Date
of Report (Date of earliest event reported)
NATURAL
BLUE RESOURCES, INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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333-128060
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13-3134389
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(State
or other jurisdiction of incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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2150
South 1300 East, Suite 500
Salt
Lake City, Utah 84106
(Address of
principal executive office, including zip code)
(866)
739-3945
(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:
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))
Natural
Blue Resources, Inc.
Form
8-K
Item
4.02. Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review
(a) On
or about September 15, 2009, Natural Blue Resources, Inc., a Delaware
corporation (the “Company”) concluded that the previously issued financial
statements including in the Company’s Form 10-Q for the quarterly period ended
June 30, 2009, filed with the Securities and Exchange Commission (the “SEC”) on
August 19, 2009, as amended by the Company’s Form 10-Q/A filed with the SEC on
August 20, 2009 (collectively, the “Report”), could not be relied upon and would
need to be restated. The financial statements included in the Report
accounted for the sale of American Marketing & Sales, Inc. (“AMS”) to Blue
Earth Solutions, Inc. as if the closing date was June 30,
2009. Accordingly, the financial statements included in the Report
did not include the assets and liabilities of AMS and the loss on the sale of
AMS was reported as part of the Company’s discontinued
operations. Subsequently, it was determined that the closing date of
the sale of AMS was July 1, 2009 instead of June 30, 2009. As a
result of such change in the closing date, the AMS assets and liabilities were
required to be consolidated with the Company as of June 30, 2009, while the loss
on the sale of AMS was to be reported as of July 1, 2009 and was not to be
included in the Company’s net loss for the three and six months ended June 30,
2009. The Company’s Chief Financial Officer discussed the matters
disclosed in this Item 4.02(a) with the Company’s independent accountant at the
time of the conclusion that the financial statements included in the Report
could not be relied upon and would need to be restated.
On
November 9, 2009, the Company filed a Form 10-Q/A, for the quarterly period
ended June 30, 2009, which included restated financial statements to properly
account for the sale of AMS as disclosed in Note M to such financial
statements. Such restated financial statements properly account for
the assets and liabilities of AMS in, and to exclude the loss on the sale of AMS
from, the consolidated financial statements of the Company for the quarterly
period ended June 30, 2009. The financial statements included
in the Company’s Form 10-Q for the quarterly period ended June 30, 2009, filed
with the SEC on August 19, 2009, and in the Company’s Form 10-Q/A filed with the
SEC on August 20, 2009 should not be relied upon.
On
December 28, 2009, the Company filed with the SEC another Form 10-Q/A for
quarterly period ended June 30, 2009, however such Form 10-Q/A did not amend or
restate the financial statements in any respect.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Paul
Pelosi, Jr., a member of the Board of Directors and President of the Company,
resigned from such positions effective January 11, 2010. On such
date, Mr. Pelosi further resigned from any and all other offices and positions
he held with any of the Company’s subsidiaries or affiliates, including, but not
limited to, Natural Blue Resources Inc., a Nevada corporation, for which he was
a member of the Board of Directors and the President.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Report to be signed in its behalf by the
undersigned, thereunto duly authorized.
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NATURAL
BLUE RESOURCES, INC.
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Dated:
January 15, 2010
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By:
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/s/
Toney
Anaya
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Toney
Anaya, Chief Executive Officer
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