Attached files
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EX-3.1 - ALTEROLA BIOTECH INC. | v191728_ex3-1.htm |
EX-16.1 - ALTEROLA BIOTECH INC. | v191728_ex16-1.htm |
EX-10.1 - ALTEROLA BIOTECH INC. | v191728_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): July 22, 2010
JEDEDIAH RESOURCES
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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333-156091
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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228 Hamilton Avenue, 3rd Floor
Palo Alto, California
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94301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: +45-8842 9181
(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 to the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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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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Forward
Looking Statements
This
Form 8-K and other reports we file from time to time with the Securities and
Exchange Commission (collectively the "Filings") contain or may contain forward
looking statements and information that are based upon beliefs of, and
information currently available to, our management as well as estimates and
assumptions made by our management. When used in the Filings the words
"anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors (including the risks contained in
the Filings) relating to our industry and our operations and results of
operations. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although
we believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements and except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results. The
following discussion should be read in conjunction with the exhibits attached to
this Current Report on Form 8-K.
2
Item
1.01
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Entry
into a Material Definitive
Agreement.
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On July
23, 2010, Jedediah Resources Corp. (the “Company”), entered into a $50,000
unsecured convertible promissory note (the “Promissory Note”) with Paramount
Trading Company Inc. (the “Lender”). Under the terms of the
Promissory Note, the Lender will receive the principal amount of $50,000, plus
interest at the rate of 12% per annum, on July 24, 2011; provided, however, the Lender
shall have the right to convert all, or any portion, of the outstanding
principal plus all accrued interest into a number of fully paid and
non-assessable whole shares of the Company's common stock as derived from the
fair market value of the Company’s common stock at the time of exercise. The
Promissory Note may be prepaid by the Company at any time without penalty or
premium.
Item
2.03
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Creation
of a Direct Financial Obligation
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As more fully described in Item 1.01 of
this Current Report, which information is incorporated by reference into this
Item 2.03, the Company entered into the Promissory Note, thereby creating a
direct financial obligation.
Item
4.01
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Changes
in Registrant’s Certifying
Accountant.
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(a) Previous
independent registered public accounting firm.
On July
22, 2010, the Board of Directors of the Company (the “Board”) approved the
engagement of Matthew G. Wright, C.A. (“C.A. Firm”) as the Company’s independent
registered public accounting firm for the fiscal quarter ending June 30, 2010
and subsequent periods. Additionally, the Board approved the
engagement of De Joya Griffith & Company, LLC, as its special auditors
engaged solely to review the financial information of the Company for the fiscal
quarter ending June 30, 2010 to determine whether modifications are necessary to
confirm such financial information to U.S. Generally Accepted Accounting
Principles.
On July
22, 2010, the Company notified BDO Canada LLP (“BDO Canada”) that it was
dismissed as the Company’s independent registered public accounting
firm. The change in accountants did not result from any
dissatisfaction with the quality of professional services rendered by BDO
Canada.
The
reports of BDO Canada on the Company’s financial statements for the fiscal years
ended September 30, 2009 and 2008 contained no adverse opinion or disclaimer of
opinion, were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During
the Company’s fiscal years ended September 30, 2009 and 2008, and through July
22, 2010, there have been no disagreements with BDO Canada on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedure, which disagreements, if not resolved to the satisfaction of
BDO Canada, would have caused BDO Canada to make reference thereto in its
reports on the financial statements.
During
the Company’s fiscal years ended September 30, 2009 and 2008, and through July
22, 2010, there have been no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K.
3
The
Company has provided BDO Canada with a copy of this Current Report on Form 8-K
and requested that BDO Canada furnish the Company with a letter addressed to the
U.S. Securities and Exchange Commission stating whether BDO Canada agrees
with the disclosure contained in this report, or, if not, stating the respects
in which it does not agree. A copy of the letter from BDO Canada,
dated July 26, 2010, is filed as Exhibit 16.1 to this Current
Report.
(b) New
independent registered public accounting firm.
The
Company has engaged Matthew G. Wright, C.A. as its new independent registered
public accounting firm as of July 22, 2010. During the fiscal years ended
September 30, 2009 and 2008, and through July 22, 2010, the Company did not
consult with the C.A. Firm regarding any of the matters described in Item
304(a)(2)(i) and (ii) of Regulation S-K. In deciding to select the C.A. Firm,
the Board reviewed auditor independence issues and existing commercial
relationships with the C.A. Firm and concluded the C.A. Firm has no commercial
relationship with the Company that would impair its
independence. Additionally, The Company has engaged De Joya Griffith
& Company, LLC (“De Joya”) as its special auditors as of July 23, 2010.
During the fiscal years ended September 30, 2009 and 2008, and through
July 23, 2010, the Company did not consult with De Joya regarding any of the
matters described in Item 304(a)(2)(i) and (ii) of Regulation S-K. In deciding
to select De Joya, the Board reviewed auditor independence issues and existing
commercial relationships with De Joya and concluded De Joya has no commercial
relationship with the Company that would impair its independence.
Item
5.03
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Amendment
to Articles of Incorporation
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On July
9, 2010, the holders of a majority of the issued and outstanding voting
securities of the Company (the “Majority Securityholders”) approved, in each
case by written consent, the following amendments to the Company’s Certificate
of Incorporation.
Change
in Name
The
Majority Securityholders approved a change to the Company’s name from
“Jedediah Resources Corp.” to “Alterola Biotech Inc.”
Increase
in Authorized Shares
The
Majority Securityholders approved an increase of the Company’s authorized
common stock, par value $.001 per share, (the “Common Stock”), from 90,000,000
shares of Common Stock to 140,000,000 shares of Common Stock. The
number of shares of authorized capital stock set forth in the Company’s amended
and restated certificate of incorporation is necessary for the Company to have
sufficient additional authorized stock for financing the Company’s business, for
acquiring other businesses, for forming strategic partnerships and alliances and
for stock dividends and stock splits. The number of shares of
preferred stock remains unchanged at 10,000,000.
Forward
Split
The
Majority Securityholders approved a 10 for 1 forward split of the outstanding
Common Stock, which may improve the price level of the Common Stock by lowering
its per share price, which could help generate interest in the Company among
investors and facilitate other business opportunities.
Each of
the above amendments is further described in the Company’s Amended and Restated
Certificate of Incorporation, attached hereto as Exhibit 3.1.
4
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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3.1
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Amended
and Restated Certificate of Incorporation
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10.1
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Promissory
Note between the Company and Paramount Trading Company Inc., dated July
23, 2010.
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16.1
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Letter
of BDO Canada LLP dated July 26, 2010, regarding change in independent
registered public accounting
firm.
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5
SIGNATURE
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.
Dated: July
28, 2010
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JEDEDIAH
RESOURCES CORP.
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By:
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/s/ Soren Nielsen
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Name:
Soren Nielsen
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Title:
Chief Executive Officer
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