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EX-10.1 - EXHIBIT 10.1 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE - Pharmagen, Inc. | f8k051612_ex10z1.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): |
| May 10, 2012 |
SUNPEAKS VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation) |
| 000-54523 (Commission File Number) |
| 27-0777112 (I.R.S. Employer Identification No.) |
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9337 Fraser Avenue Silver Spring, MD 20910 (Address of principal executive offices) (zip code) | ||||
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(204) 898-8160 (Registrants telephone number, including area code) | ||||
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(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:
. 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 (17 CFR 240.14a-12)
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 Registrants Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
On April 5, 2012, we entered into a Convertible Promissory Note in the principal amount up to $700,000. The note evidences mutually agreed upon draw downs between the holder and us. The note bears interest at the rate of 10% per annum, and is convertible into our common stock, at the election of the Holder, at a conversion price equal to 80% of three day average closing bid price of our common stock prior to the conversion. On May 10, 2012, we entered into a First Amendment to Convertible Promissory Note, increasing the principal amount up to $1,275,000. As of May 11, 2012, the outstanding principal balance under the Note is $1,050,000.
Section 3 Securities and Trading Markets
Item 3.02
Unregistered Sale of Equity Securities.
See our description of the First Amendment to Convertible Promissory Note in Item 1.01, above. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, the investor was accredited, familiar with our operations, and there was no solicitation.
Section 9 Financial Statements and Exhibits.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
10.1 |
| First Amendment to Convertible Promissory Note dated May 10, 2012 |
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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.
| Sunpeaks Ventures, Inc. |
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Dated: May 16, 2012 | /s/ Mackie Barch |
| By: Mackie Barch |
| Its: President and Chief Executive Officer |
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