Attached files
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EX-10.1 - JRjr33, Inc. | v188039_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/Amendment No. 1
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): June 8, 2010
CARDIO VASCULAR MEDICAL
DEVICE, CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
333-145738
(Commission
File Number)
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98-0522188
(IRS
Employer Identification No.)
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12 Shaar
Hagai Street
Haifa, Israel
34554
(Address
of Principal Executive Offices, Zip Code)
(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
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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Reference is made to disclosure in Item
3.02 below.
Item
3.02
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Unregistered
Sales of Equity Securities
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On June
8, 2010 the Cardio Vascular Medical Device Corp. (the “Company”) sold an
aggregate of 125,000,000 shares of Common Stock to two separate entities (Rada
Advisors, Inc. and Olympus Capital Group, LLC) for a total of $95,000 pursuant
to an Agreement for the Purchase of Common Stock (the
“Agreement”). The shares represent approximately 63.5% of the total
outstanding securities of the Company. The shares were sold
without registration under Section 5 of the Securities Act of 1933 in reliance
on the exemption from registration contained in Section 4(2) of the Securities
Act. A copy of the Agreement is annexed hereto as Exhibit
10.1.
Item
5.01
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Changes
in Control of Registrant
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Reference is made to disclosure in Item
3.02 above.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 8, 2010 Asher Zwebner and Eli
Gonen resigned as officers and directors of the Company. On June 8,
2010 Carl Tedeschi was appointed as an executive officer and director of the
Company. Mr. Tedeschi, age 44, has been involved with law enforcement
for the last five years. Mr. Tedeschi does not hold any other
directorships with reporting companies in the United States. During the last two
years, there have been no transactions, or proposed transactions, to which the
Company was or is to be a party, in which Mr. Tedeschi (or any member of his
immediate family) had or is to have a direct or indirect material
interest.
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
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Exhibits.
|
|
10.1
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Agreement
for the Purchase of Common Stock.
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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:
June 11, 2010
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|
By: /s/ Carl
Tedeschi
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Name: Carl
Tedeschi
Title: Chief
Executive
Officer
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