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EX-10 - EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT - AMERICAN CORDILLERA MINING Corpex101_apg.htm


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


Date of Report (Date of earliest event reported):  December 28, 2011



APD ANTIQUITIES, INC.

(Exact name of small business issuer as specified in its charter)


Commission File Number: 000-50738


Nevada

91-1959986

(State or jurisdiction of

Incorporation or organization)

(I.R.S Employer I.D No.)


1314 S. Grand Blvd, Ste. 2-250, Spokane, WA 99202

(Address of principal executive offices)


(509) 744-8590

(Issuer’s telephone number)


___________________________

(Former name, former address and former fiscal year, 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:


[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)


[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))


[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))




ITEMS TO BE INCLUDED IN THIS REPORT


Item 1.01.  Entry into a Material Definitive Agreements.


On December 29, 2011, APD Antiquities, Inc. (the “Company”) entered into definitive agreements relating to the private placement of $15,000 of its securities through the sale of 300,000 shares of its common stock at $0.05 per share to one accredited investor.  Upon closing of the private placement, there were no fees, commissions, or professional fees for services rendered in connection with the private placement.  The placement was arranged and undertaken by the officers of the Company.  The private placement of these securities was exempt from registration under pursuant to Section 4(2) of the Securities Act of 1933, as amended.



Item 3.02.   Unregistered Sales of Securities.


On December 29, 2011, APD Antiquities, Inc. (the “Company”) issued 300,000 unregistered shares of its common stock, par value $0.001, at $.05 per share from its treasury to one accredited investor in exchange for $15,000 cash.  The company sold these restricted shares to further capitalize the Company in order to pay operating expenses and to execute its business plan.


In the private placement of the securities referenced under Item 1.01 of this report, APD Antiquities, Inc. is relying on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 for sales to “accredited investors” (as such term is defined in Rule 501 of Regulation D).  Each purchaser has represented to the Company that they are an “accredited investor.”  We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale and no fees were paid in connection with the transaction.



Item 5.07  Submission of Matters to a Vote of Security Holders


The annual meeting of the stockholders of APD Antiquities, Inc. (the “Company”) was held on December 28, 2011.  Matters submitted to the stockholders and voted upon at the meeting were (1) election of two members to the Company’s Board of Directors, (2) ratification of the appointment of  MartinelliMick PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, and (3) to transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof.  Each of the director candidates were elected to serve in such capacity until the next annual meeting of the stockholders, and the stockholders ratified the appointment of MartinelliMick PLLC for the 2011 fiscal year.  Final voting results are shown below:


(1)  Election of Directors:


Director Name

Votes For

Votes Against

Withhold

Cindy K. Swank

3,101,147  (70.0%)

0

0

Timothy J. Kuh

3,101,147  (70.0%)

0

0


(2)  Ratification of appointment of MartinelliMick PLLC as the independent auditor:


Votes For

Votes Against

Abstains

3,101,147  (70.0%)

0

0


(3)  To transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof:


Votes For

Votes Against

Abstains

3,101,147  (70.0%)

0

0



Item 9.01.  Exhibits.  Financial Statements and Exhibits


 

(c)

Exhibits

 

 

 

 

10.1

Form of Securities Purchase Agreement, entered into by the Company on December 29, 2011.







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.


  

  

APD ANTIQUITIES, INC.

(Registrant)

 

 

 

Date: January 3, 2012

  

By:

  

/s/ Cindy K. Swank

  

  

  

  

  

  

Cindy K. Swank

President and CEO