Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - Ceres Ventures, Inc. | v241913_ex3-2.htm |
| EX-3.1 - EXHIBIT 3.1 - Ceres Ventures, Inc. | v241913_ex3-1.htm |
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
November 21, 2011
Date of Report (Date of earliest event reported)
Ceres Ventures, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-28790
(Commission File Number)
87-0429962
(I.R.S. Employer Identification No.)
100 Overlook Drive,
2nd Floor
Princeton, New Jersey 08540
(Address of principal executive offices)
PhytoMedical Technologies, Inc.
(Former name or former address, if changed since last report)
(800) 611-3388
(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 (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 1. Registrant’s Business and Operations
None
SECTION 2. Financial Information
None
SECTION 3. Securities and Trading Markets
None
SECTION 4. Matters Related to Accountants and Financial Statements
None
SECTION 5. Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 21, 2011, Ceres Ventures, Inc. (the “Company”), pursuant to approval by a majority of the Company’s shared voted at the Company’s 2011 Annual Meeting of Stockholders, filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to change the Company’s name from PhytoMedical Technologies, Inc. to Ceres Ventures, Inc. and a Certificate of Change with the State of Nevada to effect a one-for-fifty reverse stock split (the “Reverse Split”). A copy of the Certificate of Amendment to the Articles of Incorporation is attached hereto as Exhibit 3.1. A copy of the Certificate of Change is attached hereto as Exhibit 3.2.
SECTION 6. [Reserved]
N/A.
SECTION 7. Regulation FD
Item 7.01 Regulation FD Disclosure
On November 21, 2011, the Company, pursuant to approval by a majority of the Company’s shares voted at the Company’s 2011 Annual Meeting of Stockholders, filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to change the Company’s name to Ceres Ventures, Inc. and a Certificate of Change with the State of Nevada to the Reverse Split. A copy of the Certificate of Amendment to the Articles of Incorporation is attached hereto as Exhibit 3.1. A copy of the Certificate of Change is attached hereto as Exhibit 3.2.
Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” “scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.
Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.
SECTION 8. Other Events
None
SECTION 9. Financial Statements and Exhibits
The following exhibits are furnished as part of this report:
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Number
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Description
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3.1
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Certificate of Amendment to the Articles of Incorporation
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3.2
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Certificate of Change
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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 on November 29, 2011.
Ceres Ventures, Inc.
By: /s/ Amit S. Dang
Name: Amit S. Dang
Title: President and Chief Executive Officer