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EX-1.1 - GIA 8K, NOTICE OF TERMINATION OF AGREEMENT - Patriot Berry Farms, Inc.giaexh1_1.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): January 9, 2013

GIA Investments Corp.
(Exact name of registrant as specified in its charter)

Nevada
333-169955
42-1772642
(State or other jurisdiction
of incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

4790 Caughlin Parkway, Suite 387, Reno, Nevada 89519
(Address of principal executive offices and Zip Code)

775.851.7397
(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:
 
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))
 
 

 
 
 

 
 
 
Item 1.02.  Termination of a Material Definitive Agreement
 
On January 9, 2013, the Company prepared and delivered to Baby Trend, Inc., a California corporation (“Baby Trend”), a written Notice of Termination of that certain written Preliminary Definitive Agreement dated as of December 25, 2011, by and between the Company and Baby Trend (the “Termination Notice”).

Pursuant to the provisions of Paragraph 22 of that Preliminary Definitive Agreement, that Preliminary Definitive Agreement may be terminated prior to entering into the Final Definitive Agreement (as that term is defined by the provisions of that Preliminary Definitive Agreement) by either party if the first tranche of the Consideration (as that term is defined by the provisions of that Preliminary Definitive Agreement) has not been raised by July 15th, 2012. The contemplated first tranche of the Consideration was not raised by July 15th, 2012; and, accordingly, the Company elected to terminate that Preliminary Definitive Agreement.

The foregoing information regarding the Termination Notice is not intended to be complete and is qualified in its entirety by reference to the complete text of the Termination Notice, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K.
 
Item 9.01.  Financial Statements and Exhibits
 
(d)    The following exhibit is included with this Current Report on Form 8-K:
 

Forward-Looking Statements
 
This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports, including, but not limited to, the Annual Report on Form 10-K for the most fiscal recent year ended. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to specify circumstances or events that occur after the date the forward-looking statements are made.

You are cautioned not to place undue reliance on those forward looking statements, which speak only as the date hereof.  All such forward looking statements are qualified in their entirety by the foregoing cautionary statements, and the Company undertakes no obligation to revise or update this Current Report on Form 8-K to specify events or circumstances after the date hereof.  This caution is made pursuant to the safe harbor provisions of Section 21E of the Private Securities Ligation Reform Act of 1995.
 

 
 

 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
GIA Investments Corp.
 
       
Dated:    January 11, 2013
By:
/s/ Heer Hsiao  
    Heer Hsiao  
    Chief Executive Officer  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
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