基本统计
| CIK | 1470915 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pharmagen, Inc.
SEC Filings (Chronological Order)
本页提供了美国证券交易委员会（SEC）备案的完整、按时间顺序排列的列表，不包括我们在其他地方提供的所有权备案。
| August 7, 2014 |
PHRX / Pharmagen, Inc. 15-12G - - 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54523 Pharmagen, Inc. (Exact name of registrant as specified in its char |
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| July 17, 2014 |
PHRX / Pharmagen, Inc. / IBC FUNDS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Amendment Number 1 Under the Securities Exchange Act of 1934 PHARMAGEN, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 71715W 106 (CUSIP number) February 18, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| July 17, 2014 |
PHRX / Pharmagen, Inc. / IBC FUNDS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PHARMAGEN, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 71715W 106 (CUSIP number) August 30, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| July 2, 2014 |
8-K 1 phrx8k.htm FORM 8-K 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): June 30, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporatio |
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| June 24, 2014 |
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.1 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amended and Restated Employment Agreement (“Agreement”) is entered into effective June 18, 2014, (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Boyd P. Relac, an individual (the “Executive”). WHEREAS, the Company and the Executive entered into that certain Employment Agreement |
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| June 24, 2014 |
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): June 18, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 18, 2014 |
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): June 5, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 13, 2014 |
8-K 1 phrx8k.htm FORM 8-K 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): June 5, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation |
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| June 13, 2014 |
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into effective June 9, 2014, (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Russell Skibsted, an individual (the “Executive”). NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows: ARTICLE 1. DUTIES AND SCOPE OF EMP |
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| June 11, 2014 |
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): June 10, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 4, 2014 |
PHRX / Pharmagen, Inc. / Wolpow Richard - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pharmagen, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 71715W 106 (CUSIP Number) Richard A. Wolpow 9337 Fraser Avenue Silver Spring, MD 20910 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communicati |
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| June 3, 2014 |
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): June 1, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 3, 2014 |
Pharmagen Appoints Additional Members to its Board of Directors EXHIBIT 99.1 Pharmagen Appoints Additional Members to its Board of Directors SILVER SPRING, Md., May 29, 2014 /PRNewswire via COMTEX/ - Pharmagen, Inc. (OTCPink: PHRX) (the “Company” or “Pharmagen”) announces that effective June 1, 2014, it has appointed three additional members to its Board of Directors, which now consists of five (5) members. Under its agreement with Bagel Boy Equity Group II, L |
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| May 22, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 phrx8k.htm FORM 8-K 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 20, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation |
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| May 21, 2014 |
EX-10.1 2 phrxex101.htm EMPLOYMENT AGREEMENT EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered effective April 1, 2014, (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Boyd P. Relac, an individual (the “Executive”). Now therefore, in consideration of the mutual covenants set forth below, the parties agree as follow |
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| May 21, 2014 |
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): April 1, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 15, 2014 |
10-Q 1 phrx10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file |
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| May 15, 2014 |
EX-10.12 2 phrxex1012.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.12 1 2 3 |
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| April 4, 2014 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 8-K 1 phrx8k.htm FORM 8-K 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): April 1, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporatio |
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| March 31, 2014 |
10-K 1 phrx10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-545 |
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| March 25, 2014 |
8-K 1 phrx8k.htm FORM 8-K 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): March 19, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporati |
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| March 25, 2014 |
EX-10.1 2 phrxex101.htm CONSULTING SERVICES AGREEMENT EXHIBIT 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this “Agreement”) is made and entered into on March 1, 2014 (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company” or “Client”), and Stylinz Industries, Inc., a Wyoming Corporation (the “Consultant”). Each of the Company and the Co |
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| March 25, 2014 |
EXHIBIT 10.2 PHARMAGEN, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO TH |
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| March 21, 2014 |
SETTLEMENT AND RELEASE AGREEMENT EX-10.1 2 phrxex101.htm SETTLEMENT AND RELEASE AGREEMENT EXHIBIT 10.1 SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”), dated March 14, 2014 (the “Effective Date”), is made by and among (i) PHARMAGEN, INC., a corporation incorporated under the laws of the State of Nevada and formerly known as Sunpeaks Ventures, Inc. (the “Plaintiff”), (ii) PHARMAGEN DISTRIBU |
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| March 21, 2014 |
Entry into a Material Definitive Agreement 8-K 1 phrx8k.htm FORM 8-K 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): March 14, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporati |
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| March 21, 2014 |
CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE Effective Date: March 14, 2014 US$2,433,182.68 EX-10.2 3 phrxex102.htm CONSOLIDATED, AMENDED AND RESTATED EXHIBIT 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMEN |
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| February 28, 2014 |
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE $180,000 February 24, 2014 EX-10.1 3 phrxex101.htm ORIGINAL ISSUE DISCOUNT PROMISSORY EXHIBIT 10.1 ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE $180,000 February 24, 2014 For value received, Pharmagen, Inc., a Nevada corporation (the “Borrower”), promises to pay to Network Ventures, LLC, or its assigns (the “Holder”) the principal sum of One Hundred Eighty Thousand Dollars ($180,000) (the “Principal Amount”). The principal hereo |
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| February 28, 2014 |
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): February 24, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 28, 2014 |
EX-3.1 2 phrxex31.htm CERTIFICATE OF AMENDMENT EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF PHARMAGEN, INC. (Pursuant to NRS 78.385 and 78.390 – after issuance of stock) The undersigned being the President and Secretary of Pharmagen, Inc., a Nevada Corporation (the “Corporation”), hereby certifies that pursuant to Unanimous Written Consent of the Board of Directors of the C |
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| February 28, 2014 |
Pharmagen, Inc. SECURITIES PURCHASE AGREEMENT 2,000,000 shares Common Stock $0.01 per share EX-10.2 4 phrxex102.htm SECURITIES PURCHASE AGREEMENT EXHIBIT 10.2 Pharmagen, Inc. SECURITIES PURCHASE AGREEMENT 2,000,000 shares of Common Stock $0.01 per share Page 1 of 11 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into on February 24, 2014 (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Network |
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| February 24, 2014 |
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): February 21, 2014 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| December 20, 2013 |
PHARMAGEN, INC. SECURITIES EXCHANGE AGREEMENT EXHIBIT 10.1 PHARMAGEN, INC. SECURITIES EXCHANGE AGREEMENT 1 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement (this “Agreement”) is entered into on December 16, 2013 (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Old Line Partners, LLC, a Nevada limited liability company (the “Shareholder”). The Company and Shareholder shall each be |
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| December 20, 2013 |
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 20, 2013 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 20, 2013 |
EXHIBIT 4.1 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES B “MANAGEMENT-CLASS” CONVERTIBLE PREFERRED STOCK OF PHARMAGEN, INC. The undersigned, Mackie Barch, does hereby certify that: A. He is the President and Secretary of Pharmagen, Inc., a Nevada corp |
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| December 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| December 16, 2013 |
EX-10.4 6 phrxex104.htm FORM OF SECURITIES PURCHASE AGREEMENT EXHIBIT 10.4 Pharmagen, Inc. SECURITIES PURCHASE AGREEMENT Up to 500,000 shares of Series C Convertible Preferred Stock $1.00 per share Up to $500,000 1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into on December [insert], 2013 (the “Effective Date”) by and between Pharmagen, Inc., a N |
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| December 16, 2013 |
PHARMAGEN, INC. CONSULTING SERVICES AGREEMENT EXHIBIT 10.1 PHARMAGEN, INC. CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this “Agreement”) is entered into on December 9, 2013 (the “Effective Date”) by and between Pharmagen, Inc., a Nevada corporation (the “Company”), and Bagel Boy Equity Group II, LLC, a Nevada limited liability company (the “Consultant”). Each of the Company and the Consultant shall be referred to individ |
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| December 16, 2013 |
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 12, 2013 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 16, 2013 |
EXHIBIT 4.2 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES C CONVERTIBLE PREFERRED STOCK OF PHARMAGEN, INC. The undersigned, Mackie Barch, does hereby certify that: A. He is the President and Secretary of Pharmagen, Inc., a Nevada corporation (the “Corpo |
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| December 16, 2013 |
EX-10.3 5 phrxex103.htm COMMON STOCK CONSULTING WARRANT EXHIBIT 10.3 PHARMAGEN, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT |
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| December 16, 2013 |
EXHIBIT 10.2 PHARMAGEN, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO TH |
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| November 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54523 Pharma |
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| September 10, 2013 |
IN THE CIRCUIT COURT IN THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA EX-10.2 3 phrx102.htm ORDER GRANTING APPROVAL OF SETTLEMENT AGREEMENT EXHIBIT 10.2 IN THE CIRCUIT COURT IN THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA CIVIL ACTION NO. IBC Funds, LLC, a Nevada Limited Liability Corporation, Plaintiff, -against- Pharmagen, Inc., a Nevada Corporation, Defendant. / ORDER GRANTING APPROVAL OF SETTLEMENT AGREEMENT This matter having come on for a h |
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| September 10, 2013 |
SETTLEMENT AGREEMENT AND STIPULATION EX-10.1 2 phrx101.htm SETTLEMENT AGREEMENT EXHIBIT 10.1 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and Stipulation dated as of , 2013 by and between Pharmagen, Inc. (“Pharmagen” or the “Company”), a corporation formed under the laws of the State of Nevada, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability Company. BACKGROUND: WHEREAS, there are bona fide outstanding liabil |
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| September 10, 2013 |
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): September 5, 2013 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 15, 2013 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K 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): August 9, 2013 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 15, 2013 |
EX-10.1 2 pharmagenex101.htm SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 1, 2013, by and between PHARMAGEN, INC., a Nevada corporation, with headquarters located at 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at |
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| August 15, 2013 |
EX-10.2 3 pharmagenex102.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN TH |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) 10-Q 1 phrx10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file |
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| July 12, 2013 |
EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made this 1st day of July , 2013, by and between PHARMAGEN, INC., (hereinafter referred to as the “Company"), and BRADLEY PEGANOFF (hereinafter referred to as the "Consultant"). EXPLANATORY STATEMENT A. The Company is meeting the demands of the health provider market as a distributor of specialty drugs, compounding and admix pharmacy a |
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| July 12, 2013 |
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): July 8, 2013 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 25, 2013 |
Principal Amount: $63,000.00 Issue Date: June 5, 2013 Purchase Price: $63,000.00 EX-10.2 3 pharmagenex102.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN TH |
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| June 25, 2013 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 8-K 1 pharmagen8k.htm FORM 8-K 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): June 19, 2013 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorpo |
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| June 25, 2013 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 5, 2013, by and between PHARMAGEN, INC., a Nevada corporation, with headquarters located at 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer” |
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| May 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54523 Pharmagen, |
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| May 10, 2013 |
Pharmagen, Inc. 9337 Fraser Avenue Silver Spring, MD 20910 May 10, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Pamela Howell Re: Pharmagen, Inc. Registration Statement on Form S-1 File No. 333-186188 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, we hereby request the wit |
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| April 12, 2013 |
EX-10.14 15 pharmagenex1014.htm SECURITY AGREEMENT FOR PHARMAGEN NUTRICEUTICALS, INC. EXHIBIT 10.14 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of March 29, 2013 (as may be amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware (the “ |
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| April 12, 2013 |
CONSENT AND AGREEMENT TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT EX-10.18 19 pharmagenex1018.htm SUBSIDIARY CONSENT FOR PHARMAGEN LABORATORIES, INC. EXHIBIT 10.18 CONSENT AND AGREEMENT TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT Reference is made to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended o |
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| April 12, 2013 |
CONSENT AND AGREEMENT TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT EXHIBIT 10.20 CONSENT AND AGREEMENT TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT Reference is made to that certain Senior Secured Revolving Credit Facility Agreement, dated as of September 30, 2012, as amended by Amendment No. 1 thereto, dated November 30, 2012 (as amended and as may hereafter be amended or restated from time to time, the “Credit Agreement”), made by and among (i) Pharmag |
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| April 12, 2013 |
EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of February 28, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN, INC., a corporation incorporated under the laws of the State of Nevada, whose address is 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, |
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| April 12, 2013 |
EX-10.15 16 pharmagenex1015.htm SECURITY AGREEMENT FOR PHARMAGEN LABORATORIES, INC. EXHIBIT 10.15 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of March 29, 2013 (as may be amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN LABORATORIES, INC., a corporation incorporated under the laws of the State of New York and former |
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| April 12, 2013 |
EX-10.6 7 pharmagenex106.htm SECURITY AGREEMENT FOR PHARMAGEN LABORATORIES, INC. EXHIBIT 10.6 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of February 28, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN LABORORATORIES, INC., a corporation incorporated under the laws of the State of New York, whose address i |
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| April 12, 2013 |
EXHIBIT 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of February 28, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN DISTRIBUTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware, whose address is 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Grantor” |
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| April 12, 2013 |
EXHIBIT 10.13 AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG PHARMAGEN, INC., as Borrower, PHARMAGEN DISTRIBUTION, LLC, PHARMAGEN LABORATORIES, INC. PHARMAGEN NUTRICEUTICALS, INC. as Joint and Several Guarantors, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender March 29, 2013 1 AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT FACI |
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| April 12, 2013 |
EX-10.17 18 pharmagenex1017.htm GUARANTY AGREEMENT FOR PHARMAGEN LABORATORIES, INC. EXHIBIT 10.17 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is dated as of March 29, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by PHARMAGEN LABORATORIES, INC., a corporation incorporated under the laws of the State of New York and formerly known as BryceRx Laboratories, Inc |
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| April 12, 2013 |
EX-10.7 8 pharmagenex107.htm GUARANTY AGREEMENT FOR PHARMAGEN DISTRIBUTION, LLC EXHIBIT 10.7 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is dated as of February 28, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by PHARMAGEN DISTRIBUTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware and formerly known as Heal |
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| April 12, 2013 |
CONSENT AND AGREEMENT TO AMENDED AND RESTATED REVOLVING PROMISSORY NOTE EX-10.19 20 pharmagenex1019.htm SUBSIDIARY CONSENT FOR PHARMAGEN LABORATORIES, INC. EXHIBIT 10.19 CONSENT AND AGREEMENT TO AMENDED AND RESTATED REVOLVING PROMISSORY NOTE Reference is made to that certain Amended and Restated Revolving Promissory Note, issued by the Borrower in favor of the Lender, as of November 30, 2012 and effective as of December 12, 2012 (as amended and as may hereafter be ame |
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| April 12, 2013 |
IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT EXHIBIT 10.11 IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT THIS IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT (as amended, restated and modified from time to time, the “Agreement”) is made and entered into as of this 28TH day of February, 2013, by and among PHARMAGEN, INC., a corporation incorporated under the law |
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| April 12, 2013 |
DATED this ____day of ___________, 20___. BY THE COURT ___________________________________ EX-10.10 11 pharmagenex1010.htm CONFESSION OF JUDGMENT EXHIBIT 10.10 () Telephone: () Facsimile: () Attorney for TCA Global Credit Master Fund, LP TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Island limited partnership, Plaintiff, vs. PHARMAGEN, INC., a Nevada corporation, and PHARMAGEN DISTRIBUTION, LLC, a Delaware limited liability company, PHARMAGEN LABORATORIES, INC., a New York corporation, an |
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| April 12, 2013 |
EXHIBIT 10.16 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is dated as of March 29, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of |
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| April 12, 2013 |
EX-10.12 13 pharmagenex1012.htm VALIDITY GUARANTEE EXHIBIT 10.12 VALIDITY GUARANTY This Validity Guaranty, dated as February 28, 2013 (as amended, restated or modified from time to time, the “Validity Guaranty”), is made by MACKIE BARCH (the “Guarantor”), for the benefit of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Le |
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| April 12, 2013 |
EXHIBIT 10.9 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is dated as of February 28, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by PHARMAGEN LABORATORIES, INC., a corporation incorporated under the laws of the State of New York and formerly known as BryceRx Laboratories, Inc. (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited part |
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| April 12, 2013 |
CONSENT AND AGREEMENT TO AMENDED AND RESTATED REVOLVING PROMISSORY NOTE EX-10.21 22 pharmagenex1021.htm SUBSIDIARY CONSENT FOR PHARMAGEN NUTRICEUTICALS, INC. EXHIBIT 10.21 CONSENT AND AGREEMENT TO AMENDED AND RESTATED REVOLVING PROMISSORY NOTE Reference is made to that certain Amended and Restated Revolving Promissory Note, issued by the Borrower in favor of the Lender, as of November 30, 2012 and effective as of December 12, 2012 (as amended and as may hereafter be a |
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| April 12, 2013 |
EX-10.1 2 pharmagenex101.htm SENIOR SECURED CREDIT FACILITY AGREEMENT EXHIBIT 10.1 SENIOR SECURED CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$2,000,000 BY AND AMONG PHARMAGEN, INC., as Borrower, PHARMAGEN DISTRIBUTION, LLC, PHARMAGEN LABORATORIES, INC. PHARMAGEN NUTRICEUTICALS, INC. as Joint and Several Guarantors, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender February 28, 2013 SENIOR SECURED |
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| April 12, 2013 |
EXHIBIT 10.2 NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE HOLDER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED |
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| April 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2013 PHARMAGEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (C |
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| April 12, 2013 |
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): March 29, 2013 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 12, 2013 |
EXHIBIT 10.5 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of February 28, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware, whose address is 9337 Fraser Avenue, Silver Spring, MD 20910 (the “Grantor”), and TCA GLOBAL CRE |
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| April 12, 2013 |
EX-10.8 9 pharmagenex108.htm GUARANTY AGREEMENT FOR PHARMAGEN NUTRICEUTICALS, INC. EXHIBIT 10.8 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is dated as of February 28, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by PHARMAGEN NUTRICEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”), in favor of TCA GLOBAL CR |
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| April 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-54523 Pharmagen, Inc. (Exact n |
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| January 25, 2013 |
Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on January 25, 2013 Registration No. |
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| January 25, 2013 |
Subsidiaries of the Registrant Exhibit 21 Subsidiaries of the Registrant Pharmagen Laboratories, Inc. Pharmagen Distribution, LLC |
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| January 25, 2013 |
Unaudited Pro Forma Condensed Combined Financial Statements Exhibit 99.1 Unaudited Pro Forma Condensed Combined Financial Statements On February 16, 2012, pursuant to a Share Exchange Agreement (“Exchange Agreement”) dated February 13, 2012, Sunpeaks acquired 100% ownership interest in Healthcare Distribution Specialists LLC (“HDS”), a Delaware limited liability company, in exchange for the issuance of 200,000,000 newly-issued restricted shares of Sunpeaks |
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| January 14, 2013 |
EX-3.01 2 sunpeaksex301.htm CERTIFICATE OF AMENDMENT EXHIBIT 3.01 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number Ross Miller Secretary of State State of Nevada 20120874787-86 Certificate of Amendment (PURSUANT TO NRS 78,385 AND 78,390) Filing Date and Time 12/28/2012 10:47 A |
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| January 14, 2013 |
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, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission |
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| January 11, 2013 |
PHRX / Pharmagen, Inc. / OLD LINE PARTNERS LLC - SC 13D Activist Investment SC 13D 1 oldlinesc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Sunpeaks Ventures, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 86765E202 (CUSIP Number) Brian A. Lebrecht, Esq. The Lebrecht Group, APLC 406 W. South Jordan Parkway, Suite 160 South Jordan, UT 84095 (8 |
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| January 7, 2013 |
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 31, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission |
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| January 3, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 snpk8k.htm FORM 8-K 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 27, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of |
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| January 3, 2013 |
WALGREEN CO. GENERAL TRADE AND ELECTRONIC DATA INTERCHANGE AGREEMENT SIGNATURE PAGE EXHIBIT 10.1 WALGREEN CO. GENERAL TRADE AND ELECTRONIC DATA INTERCHANGE AGREEMENT SIGNATURE PAGE The Walgreen Co. General Trade Electronic Data Interchange Agreement (“Agreement”) attached hereto is by and between Walgreen Co., on behalf of itself and its U.S. domestic and Puerto Rico subsidiaries and affiliates, (collectively, “Walgreen”) and the company named below (“Vendor”). Vendor’s authorize |
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| December 19, 2012 |
EX-2.1 2 snpkex21.htm STOCK PURCHASE AGREEMENT EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made and entered into as of the 13th day of December, 2012, by and between Robert Giuliano, individual (“Seller”), Bryce Rx Laboratories, Inc., a New York corporation (“Company”), and Sunpeaks Ventures, Inc., a Nevada corporation (“Purchaser”). EXPLANATORY STATEMENT A. Seller owns a |
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| December 19, 2012 |
ROBERT GIULIANO EMPLOYMENT AGREEMENT EXHIBIT 10.1 ROBERT GIULIANO EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated December 13, 2012 (?Effective Date?), is between Bryce Rx Laboratories, Inc. (?Company?) and Robert Giuliano (?Employee?). WITNESSETH: WHEREAS, on the Effective Date, all of the outstanding shares of stock of the Company were sold to Sunpeaks Ventures, Inc.; WHEREAS, Employee has been employed by Company before the |
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| December 19, 2012 |
RESTRICTIVE COVENANT AGREEMENT EX-10.2 4 snpkex102.htm RESTRICTIVE COVENANT AGREEMENT EXHIBIT 10.2 RESTRICTIVE COVENANT AGREEMENT This Agreement is made and delivered by me, Robert Giuliano (“me” or “I”), as an employee of the Bryce Rx Laboratories, Inc., (“Company”). This Agreement is effective on the date I sign it. I understand that this Agreement applies throughout my employment with the Company and that certain provisions |
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| December 19, 2012 |
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 13, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission |
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| December 17, 2012 |
COMMITTED EQUITY FACILITY AGREEMENT EX-10.1 2 snpkex101.htm COMMITTED EQUITY FACILITY AGREEMENT EXHIBIT 10.1 COMMITTED EQUITY FACILITY AGREEMENT This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 30th day of November, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and SUNPEAKS VENTURES, INC., a Nevada corporation (the “Company”). RECITALS WHERE |
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| December 17, 2012 |
IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT EXHIBIT 10.5 IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT THIS IRREVOCABLE TRANSFER AGENT INSTRUCTION AND TRANSFER AGENT ACKNOWLEDGEMENT AND AGREEMENT (as amended, restated and modified from time to time, the “Agreement”) is made and entered into as of this 12th day of December, 2012, by and among SUNPEAKS VENTURES, INC., a corporation incorporated under |
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| December 17, 2012 |
FORM 8-K/A2 Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 17, 2012 |
EXHIBIT 10.3 AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG SUNPEAKS VENTURES, INC., as Borrower, HEALTHCARE DISTRIBUTION SPECIALISTS LLC as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender November 30, 2012 AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT THIS AMENDMENT NO. 1 TO SENIOR SECURED REVOLV |
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| December 17, 2012 |
EXHIBIT 10.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITI |
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| December 17, 2012 |
Sunpeaks SEC Comment Response to 12.5.12 letter (00057917).DOC THE LEBRECHT GROUP A PROFESSIONAL LAW CORPORATION Brian A. Lebrecht, Esq.* *Admitted in California and Utah December 14, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Pamela Howell Re: Sunpeaks Ventures, Inc. Amendment no. 3 to Current Report on Form |
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| December 17, 2012 |
EX-10.1 2 f8ka2121312ex10z1.htm EXHIBIT 10.1 SENIOR FACILITY AGREEMENT Exhibit 10.1 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG SUNPEAKS VENTURES, INC., as Borrower, HEALTHCARE DISTRIBUTION SPECIALISTS LLC, as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender September 30, 2012 - 1 - SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT This |
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| December 17, 2012 |
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 12, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction of incorporation) (Commission |
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| December 17, 2012 |
EX-10.2 3 snpkex102.htm REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of the 30th day of November, 2012, and made effective as of the “Effective Date” (as defined in the CEF Agreement), by and between SUNPEAKS VENTURES, INC., a Nevada corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Caym |
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| November 21, 2012 |
Exhibit 10.1 Senior Facility Agreement Exhibit 10.1 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG SUNPEAKS VENTURES, INC., as Borrower, HEALTHCARE DISTRIBUTION SPECIALISTS LLC, as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender September 30, 2012 - 1 - SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT This SENIOR SECURED REVOLVING CREDIT |
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| November 21, 2012 |
FORM 8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 21, 2012 |
FORM 8-K/A3 Amended Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 21, 2012 |
HDS/AACSA Marketing & Distribution Agreement EX-10.2 2 f8ka112012ex10z2.htm EXHIBIT 10.2 MARKETING AND DISTRIBUTION AGREEMENT Exhibit 10.2 HDS/AACSA Marketing & Distribution Agreement 1. Overview: Asian American Convenience Store Association ("AACSA") shall coordinate with Health Care Distribution Specialists, LLC ("HDS") to confer with AACSA PARTNERS as fully set forth in Exhibit A attached hereto and incorporated herein by this reference. |
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| November 21, 2012 |
FORM 8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 21, 2012 |
November 21, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| November 21, 2012 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Second Amended Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54523 (Commissi |
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| November 19, 2012 |
- DEFINITIVE 14A PROXY STATEMENT Definitive 14A Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54523 SUNPEA |
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| November 6, 2012 |
Preliminary 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant X . Filed by a Party other than the Registrant . Check the appropriate box: X . Preliminary Proxy Statement . Confidential, for Use of the Commission Only (as permit |
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| November 2, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 2 (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0 |
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| October 18, 2012 |
Unaudited Pro Forma Condensed Combined Financial Statements EX-99.2 3 f8ka101712ex99z2.htm EXHIBIT 99.2 PRO FORMA FINANCIAL STATEMENTS Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Statements On February 16, 2012, pursuant to a Share Exchange Agreement (“Exchange Agreement”) dated February 13, 2012, Sunpeaks acquired 100% ownership interest in Healthcare Distribution Specialists LLC (“HDS”), a Delaware limited liability company, in exchange |
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| October 18, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction (Commission File Number) (IRS Employer of |
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| October 18, 2012 |
Exhibit 99.1 Audited Consolidated Financials Exhibit 99.1 Healthcare Distribution Specialists, Inc. (formerly Amerisure Pharmaceuticals LLC) Financial Statements For the Years Ended December 31, 2011 and 2010 (Adjusted) Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheet as of December 31, 2011 and Combined Balance Sheet as of December 31, 2010 3 Consolidated |
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| October 17, 2012 |
SEC Response October 17, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| October 17, 2012 |
EX-10.3 4 f8k101612ex10z3.htm EXHIBIT 10.3 SECURITY AGREEMENT SUNPEAK VENTURES Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of September 30, 2012 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between SUNPEAKS VENTURES, INC., a corporation incorporated under the laws of the State of Nevada (the “Grantor”), and TCA G |
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| October 17, 2012 |
Exhibit 10.1 Senior Facility Agreement Exhibit 10.1 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG SUNPEAKS VENTURES, INC., as Borrower, HEALTHCARE DISTRIBUTION SPECIALISTS LLC, as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender September 30, 2012 - 1 - SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT This SENIOR SECURED REVOLVING CREDIT |
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| October 17, 2012 |
FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 17, 2012 |
Exhibit 10.2 Revolving Note Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIO |
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| October 17, 2012 |
Exhibit 10.4 Security Agreement Healthcare Dist Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated effective as of September 30, 2012 (as may be amended, restated or modified from time to time, the “Security Agreement”), is executed by and between HEALTHCARE DISTRIBUTION SPECIALISTS LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Gr |
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| October 12, 2012 |
Form 8-K 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): October 9, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54523 (Commission Fil |
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| October 12, 2012 |
EX-10.1 2 f8k101112ex10z1.htm EXHIBIT 10.1 EMPLOYEE AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement is entered this 9th day of October, 2012, by and between Sunpeaks Ventures, Inc., a Nevada corporation (the “Employer”), and Mackie Barch, an individual, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. TERM OF EMPLOYME |
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| September 14, 2012 |
THE LEBRECHT GROUP A PROFESSIONAL LAW CORPORATION Brian A. Lebrecht, Esq. Craig V. Butler, Esq. * Admitted only in California* September 13, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ruairi Regan Re: Sunpeaks Ventures, Inc. (the “Company”) Current Report on Form 8-K Filed February 17, 2012 File No. 000-54523 |
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| September 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0 |
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| August 14, 2012 |
ADVERTISING AND PROMOTION AGREEMENT EX-10.15 5 f10q063012ex10z15.htm EXHIBIT 10.15 AZ CARDINALS AGREEMENT Exhibit 10.15 ADVERTISING AND PROMOTION AGREEMENT This Advertising and Promotion Agreement ("Agreement") is entered into as of April ·11, 2012, by and among Healthcare Distribution Specialists ("Sponsor”), New Cardinals Stadium, LLC and Arizona Cardinals Football Club LLC. New Cardinals Stadium, LLC and Arizona Cardinals Footbal |
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| August 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54523 SUNPEAKS |
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| August 14, 2012 |
PASS-THROUGH SPONSORSHIP L.EITER AGREEM.ENT EX-10.13 3 f10q063012ex10z13.htm EXHIBIT 10.13 PASS THROUGH AGREEMENT TRAILBLAZER Exhibit 10.13 PASS-THROUGH SPONSORSHIP L.EITER AGREEM.ENT The parties to this Agreement are TRAIL BLAZERS INC. ("Trail Blazers” or "TBI") and Healthcare Distribution Specialists ("Advertiser"). TBI is executing this Agreement on its own behalf as to the inventory that TBI owns and as agent for Rip City Management LLC |
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| August 14, 2012 |
EX-10.16 6 f10q063012ex10z16.htm EXHIBIT 10.16 BURT REYNOLDS SOVERIGN TALENT AGREE Exhibit 10.16 BINDING LETTER OF COMMITMENT THIS BINDING LETTER OF COMMITMENT ("Commitment") is entered into as of April 19th, 2012 by SOVEREIGN TALENT GROUP, Inc (the "Team") located at 8421 Wilshire Blvd, Suite 200, Beverly Hills, CA 90211, and Healthcare Distribution Specialists "CLOTAMIN" located at 9337 Fraser A |
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| August 14, 2012 |
EX-10.14 4 f10q063012ex10z14.htm EXHIBIT 10.14 PHILADELPHIA SOUL AGREEMENT Exhibit 10.14 THIS BINDING LETTER OF COMMITMENT (“Commitment”) is entered into as of April 24, 2012 by THE PHILADELPHIA SOUL (the “Team”), and Healthcare Distribution Specialists “CLOTAMIN" ("Vendor"). Description of Vendor Participation Program Team-Walgreens joint marketing program whereby Walgreens will offer certain ven |
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| August 14, 2012 |
Marketing & Sponsorship Contract MARKETING & SPONSORSHIP AGREEMENT Sunpeaks Hurricane Sports Agreement (00054674).DOCX Exhibit 10.20 HURRICANE Marketing & Sponsorship Contract MARKETING & SPONSORSHIP AGREEMENT THIS MARKETING AND SPONSORSHIP AGREEMENT ("Agreement") is made and entered as of the 1st day of May, 2012 between SUNPEAK VENUTRES INC. ("Sponsor") and HURRICANE SPORTS PROPERTIES, LLC, a Missouri limited liability company qualified to do business in the St |
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| August 14, 2012 |
EX-10.19 9 f10q063012ex10z19.htm EXHIBIT 10.19 PULSE ADVERTISING AGREEMENT Exhibit 10.19 Pulse Advertising, LLC AGREEMENT This agreement (the “Agreement”) dated as of May 2nd, 2012, is by and between Pulse Advertising LLC (“Pulse Advertising”) 1821 Florida Ave NW, Washington, DC 20009, and Healthcare Distribution Specialists (“Sponsor”), 9337 Fraser Avenue, Silver Spring, MD 20910 with respect to |
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| August 14, 2012 |
SUNPEAKS VENTURES, INC. CONVERTIBLE PROMISSORY NOTE EX-10.11 2 f10q063012ex10z11.htm EXHIBIT 10.11 PROMISSORY NOTE LYSANDER OVERSEAS Exhibit 10.11 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) |
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| August 14, 2012 |
2012 VENDOR PARTICIPATION Binding Letter of Commitment Exhibit 10.17 WALGREENS 2012 VENDOR PARTICIPATION Binding Letter of Commitment 4/18/12 This binding letter of commitment ("Letter of Commitment") is by and among Dayton Professional Baseball Club, LLC ("DPB"), the owner of the Dayton Dragons professional baseball team ("Team"}, Walgreens ("Walgreens"), and Health Care Distribution Specialists / Clotamin. (?Vendor"). The term of this Letter of Comm |
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| August 14, 2012 |
EX-10.18 8 f10q063012ex10z18.htm EXHIBIT 10.18 WFAN CBS RADIO AGREEMENT Exhibit 10.18 CBS Radio Inc. AGREEMENT This agreement (the “Agreement”) dated as of April 26th, 2012, is by and between CBS Radio d/b/a WFAN 660AM (“CBS Radio”) 345 Hudson Street 10th Floor, New York, NY 10014, and Healthcare Distribution Specialists ("Sponsor"). 9337 Fraser Avenue, Silver Spring, MD 20910 with respect to adve |
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| August 3, 2012 |
S-8 1 s8080212s8.htm AUGUST 2, 2012 FORM S-8 As filed with the Securities and Exchange Commission on August 3, 2012 Registration No. 333- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Sunpeaks Ventures, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 27-0777112 (State or Other Jurisdiction of Incor |
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| August 3, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K/A CURRENT REPORT Form 8-K/A Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 3, 2012 |
SUNPEAKS VENTURES, INC. 2012 Omnibus Stock Grant and Option Plan INCENTIVE STOCK OPTION AGREEMENT EX-4.2 3 s8080212ex4z2.htm SUNPEAKS 2012 FORM OF NON STATUTORY STOCK OPTION AGREEMENT (00055157).DOC Exhibit 4.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE C |
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| August 3, 2012 |
Exhibit 4.1 Omnibus Stock Grant Exhibit 4.1 SUNPEAKS VENTURES, INC. 2012 OMNIBUS STOCK GRANT AND OPTION PLAN 1 TABLE OF CONTENTS Page SECTION 1 PURPOSE` 4 SECTION 2 DEFINITIONS 4 a “Award” 4 b “Board of Directors” 4 c “Change in Control” 4 d “Code” 4 e “Committee” 4 f “Common-Law Employee” 4 g “Company” 4 h “Employee” 4 i “Exchange Act” 4 j “Exercise Price” 4 k “Fair Market Value” 5 l “Incentive S |
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| August 3, 2012 |
Exhibit 10.1 Endorsement Agreement Exhibit 10.1 ENDORSEMENT AGREEMENT THIS ENDORSEMENT AGREEMENT (the "Agreement") is dated as of this day of , 2012, but made effective as of February 20, 2012 ("Effective Date") between Healthcare Distribution Specialists LLC ("HDS"), a Delaware corporation, and Paul Silas ("Celebrity), an individual. AGREEMENT 1. Engagement. HDS engages Celebrity and Celebrity he |
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| July 27, 2012 |
SEC Response July 26, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| July 27, 2012 |
Exhibit 10.16 Agreement with NCPA and GNR Exhibit 10.16 AGREEMENT This Agreement (this "Agreement") is made and entered into as of the date signed by the last party to sign below (the "Effective Date"), by and between National Community Pharmacists Association ("NCPA"), with its principal address at 100 Daingerfield Road, Alexandria, Virginia 22314 and Global Nutritional Research, LLC, a Maryland |
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| July 27, 2012 |
Unaudited Pro Forma Condensed Combined Financial Statements Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Statements On February 16, 2012, pursuant to a Share Exchange Agreement (“Exchange Agreement”) dated February 13, 2012, Sunpeaks acquired 100% ownership interest in Healthcare Distribution Specialists LLC (“HDS”), a Delaware limited liability company, in exchange for the issuance of 200,000,000 newly-issued restricted shares of Sunpeaks |
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| July 27, 2012 |
EX-10.15 4 f8ka071912ex10z15.htm EXHIBIT 10.15 PROMISSORY NOTE WITH EAGLE BANK Exhibit 10.15 AMENDED AND RESTATED ASSET ACQUISITION AGREEMENT BETWEEN AMERISURE PHARMACEUTICALS, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND GLOBAL NUTRITIONAL RESEARCH, LLC, A MARYLAND LIMITED LIABILITY COMPANY AMENDED AND RESTATED ASSET ACQUISITION AGREEMENT This Amended and Restated Asset Acquisition Agreement (th |
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| July 27, 2012 |
Global Nutritional Research Business Proposal EX-10.17 6 f8ka071912ex10z17.htm EXHIBIT 10.17 AGREEMENT WITH NCPA AND GNR Exhibit 10.17 Global Nutritional Research Business Proposal DESCRIPTION This is a binding contract proposal involving the services of Safe Chain Solutions, LLC (service provider) and Global Nutritional Research. These services include but are not limited to warehouse distribution, inventory management, order fulfillment, re |
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| July 27, 2012 |
FORM 8-K/A Amended Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 27, 2012 |
Exhibit 99.1 Healthcare Distribution Specialists, Inc. (formerly Amerisure Pharmaceuticals LLC) Financial Statements For the Years Ended December 31, 2011 and 2010 (Adjusted) Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheet as of December 31, 2011 and Combined Balance Sheet as of December 31, 2010 3 Consolidated Statement of Operations for the year ended De |
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| July 27, 2012 |
EX-10.14 3 f8ka071912ex10z14.htm EXHIBIT 10.14 PROMISSORY NOTE WITH EAGLE BANK Exhibit 10.14 PROMISSORY NOTE Principal $200,000.00 Loan Date 08-04-2011 Maturity Loan No 72001 Call / Coll 1766 / U8 Account 7200118427 Officer HC Initials References in the box above are for Lender's use only and do not limit the application of this document to any particular loan or item. Any item above containing "* |
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| July 27, 2012 |
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE EX-10.11 2 f8ka071912ex10z11.htm EXHIBIT 10.11 SETTLEMENT AGREEMENT WITH WHETU Exhibit 10.11 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012, by and between, on the one hand, Sunpeaks Ventures, Inc. a Nevada corporation (“Sunpeaks”) and, on the other hand, Whetu, Inc. (“Holder”). |
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| June 20, 2012 |
SEC Letter THE LEBRECHT GROUP A PROFESSIONAL LAW CORPORATION Brian A. Lebrecht, Esq. Craig V. Butler, Esq. * Admitted only in California* June 20, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ruairi Regan Re: Sunpeaks Ventures, Inc. (the “Company”) Current Report on Form 8-K Filed February 17, 2012 File No. 000- |
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| June 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 f10q03311210q.htm MARCH 31, 2012 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| May 16, 2012 |
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 |
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| May 16, 2012 |
SUNPEAKS VENTURES, INC. FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE EX-10.1 2 f8k051612ex10z1.htm EXHIBIT 10.1 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE Exhibit 10.1 SUNPEAKS VENTURES, INC. FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This First Amendment to Convertible Promissory Note (this “Amendment”) is entered into this 10th day of May, 2012, by and between Sunpeaks Ventures, Inc., a Nevada corporation (the “Company”) and Lysander Overseas, Inc. (the “ |
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| May 15, 2012 |
- EXTENSION FOR MARCH 31, 2012 10-Q Extension for March 31, 2012 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 000-54523 CUSIP NUMBER FORM 12b-25 86765E 202 NOTIFICATION OF LATE FILING . Form 10-K . Form 20-F . Form 11-K X . Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For period ended: March 31, 2012 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on For |
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| May 11, 2012 |
EX-10.1 2 f8k051012ex10z1.htm EXHIBIT 10.1 MARKETING AGREEMENT Exhibit 10.1 |
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| May 11, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 f8k0510128k.htm FORM 8-K 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 2, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-545 |
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| May 8, 2012 |
SEC Response Letter THE LEBRECHT GROUP A Professional Law Corporation Brian A. Lebrecht, Esq. Craig V. Butler, Esq.* Admitted only in California* May 7, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ruairi Regan Re: Sunpeaks Ventures, Inc. Current Report on Form 8-K Filed February 17, 2012 File No. 000-54523 Dear |
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| May 4, 2012 |
EX-10.1 2 f8k050412ex10z1.htm EXHIBIT 10.1 AGREEMENT Exhibit 10.1 |
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| May 4, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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 2, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54523 (Commission File Nu |
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| May 2, 2012 |
EX-10.1 2 f8k050112ex10z1.htm EXHIBIT 10.1 AGREEMENT Exhibit 10.1 |
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| May 2, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): April 26, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54523 (Commission File |
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| May 1, 2012 |
May 1, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| April 25, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): April 24, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54523 (Commission File |
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| April 25, 2012 |
EX-10.1 2 f8k042512ex10z1.htm EXHIBIT 10.1 BINDING LETTER OF COMMITMENT Exhibit 10.1 |
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| April 24, 2012 |
Exhibit 10.1 Binding Letter of Commitment Exhibit 10.1 |
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| April 24, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 currentreport8k.htm CURRENT REPORT 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): April 19, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorpora |
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| April 18, 2012 |
Exhibit 10.2 Advertising and Promotion Agreement Exhibit 10.2 |
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| April 18, 2012 |
FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 18, 2012 |
EX-10.1 2 bindingletterex10z1.htm EXHIBIT 10.1 BINDING LETTER OF COMMITMENT Exhibit 10.1 |
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| April 18, 2012 |
CORRESP 1 filename1.htm April 18, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Rory Reagan Re: Sunpeaks Ventures, Inc. Current Report on Form 8-K Filed February 17, 2012 File No. 000-54523 Dear Mr. Reagan: Per our telephone call on Monday, April 16, 2012, please be advised that this firm is representing Sunpeaks |
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| April 11, 2012 |
Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 11, 2012 |
Exhibit 10.1 Convertible Promissory Note Exhibit 10.1 2 3 4 5 6 7 |
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| April 11, 2012 |
EX-10.2 3 f8k041112ex10z2.htm EXHIBIT 10.2 PASS-THROUGH SPONSORSHIP LETTER AGREEMENT Exhibit 10.2 2 3 4 5 6 |
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| April 6, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 f8k0405128k.htm FORM 8-K CURRENT REPORT 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): March 30, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of inco |
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| April 6, 2012 |
Exhibit 10.2 |
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| April 6, 2012 |
Exhibit 10.1 Distribution Agreement Exhibit 10.1 Mega Brand Group. 7981 NW 21 Miami Fl 33122 [email protected] Ph: 305 593 5558, fax: 309 593 5859 Castor Castineira. Clotamin/ Winn-Dixie Product authorization (1 item) $ 20.000.00 In Stores DSD, Product Management $ 20.000.00 Total amount $ 40.000.00 · Payment Method , Wire transfer. · Bank, JP Morgan Chase · Address: 10495 NW 12 St, Miam |
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| March 29, 2012 |
SEC Response SUNPEAKS VENTURES, INC. 89337 Fraser Avenue Silver Spring, MD 20370 March 29, 2012 Via EDGAR John Reynolds, Assistant Director U.S. Securities and Exchange Commission Washington, D.C. 20549-0302 Re: Request for Extension to File Response Form 8-K Filed February 17, 2012 File No. 000-54523 Dear Mr. Reynolds, We are in receipt of the comment letter issued by the United States Securities |
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| March 22, 2012 |
Exhibit 99.2 Sunpeaks Ventures Engages Former All-Star Player and Current Professional Basketball Head Coach as National Clotamin Spokesperson SILVER SPRING, Md., March 17, 2012 /PRNewswire via COMTEX/ - Sunpeaks Ventures, Inc.'s (pinksheets:SNPK) (the "Company" or "Sunpeaks Ventures") wholly owned subsidiary Healthcare Distribution Specialist, LLC ("HDS") is pleased to announce that they have ent |
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| March 22, 2012 |
Sunpeaks Ventures Announces Clotamin available on Walgreens.com Exhibit 99.1 Sunpeaks Ventures Announces Clotamin available on Walgreens.com SILVER SPRING, MD (03/08/12) Sunpeaks Ventures, Inc. (OTCBB: SNPK) (PINKSHEETS: SNPK) (the “Company” or “Sunpeaks Ventures”) and its wholly owned subsidiary Healthcare Distribution Specialist, LLC (“HDS”) are pleased to announce that Clotamin® is now available on Walgreens.com. "The addition of Walgreens.com is an importa |
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| March 22, 2012 |
FORM 8-K Current Report 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): March 8, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction (Commission File Number |
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| March 6, 2012 |
Sunpeaks Ventures Secures Funding of $200,000 Exhibit 99.1 Sunpeaks Initial Funding Exhibit 99.1 Sunpeaks Ventures Secures Funding of $200,000 SILVER SPRING, Md., March 2, 2012 /PRNewswire/ - Sunpeaks Ventures, Inc. (OTCBB: SNPK) (PINKSHEETS: SNPK) (the "Company" or "Sunpeaks Venutres") is pleased to announce that it has completed an initial financing of $200,000. The proceeds from this financing will be used for general working capital and o |
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| March 6, 2012 |
FORM 8-K Current Report 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): March 1, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction (Commission File Number |
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| February 17, 2012 |
Exhibit 10.10 Share Exchange Agreement Exhibit 10.10 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement, dated as of February 13, 2012 (this “Agreement”) by and among Healthcare Distribution Specialists LLC, a Delaware limited liability company (“HDS”), Mackie Barch, the sole managing member of HDS (the “HDS Managing Member”), Sunpeaks Ventures, Inc., a Nevada corporation (“SNPK”), and Scott B |
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| February 17, 2012 |
Exhibit 10.13 Lease Agreement Exhibit 10.13 Made this 9th day of March, 2011, between Great Spaces, LLC, Landlord, and Amerisure Pharmaceuticals, LLC, Tenant: Witnesseth That the Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord the premises located at 9337 Fraser Avenue, Silver Spring, MD, totaling about 2000 square feet of gross floor area. The term of the lease |
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| February 17, 2012 |
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE Exhibit 10.9 Settlement Agreement Exhibit 10.9 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012, by and between, on the one hand, Sunpeaks Ventures, Inc., a Nevada corporation (“Sunpeaks”) and, on the other hand, Carrillo Huettel, LLP (“Attorney”). Sunpeaks and Attorney are someti |
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| February 17, 2012 |
Exhibit 10.7 Promissory Note Exhibit 10.7 UNSECURED PROMISSORY NOTE PRINCIPAL AMOUNT: $110,000 LOAN DATE: May 6, 2011 EXECUTION DATE: July 13, 2011 INTEREST RATE: 10.00% SIMPLE INTEREST BORROWER: SUNPEAKS VENTURES, INC. LENDER: WHETU, INC. PAYMENT: $110,000 DUE ON DEMAND 1. Principal Repayment. For value received, Sunpeaks Ventures, Inc., a Nevada corporation (the “Borrower”) hereby unconditionall |
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| February 17, 2012 |
Exhibit 99.2 HEALTHCARE DISTRIBUTION SPECIALISTS INC. (formerly Amerisure Pharmaceuticals LLC) (A Development Stage Company) Financial Statements For the Nine Months Ended September 30, 2011 and 2010 (unaudited) Balance Sheets 2 Statements of Operations 3 Statements of Cash Flows 4 Notes to the Financial Statements 5 HEALTHCARE DISTRIBUTION SPECIALISTS INC. (formerly Amerisure Pharmaceuticals LLC) |
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| February 17, 2012 |
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE EX-10.08 3 f8k021612ex10z08.htm EXHIBIT 10.8 SETTLEMENT AGREEMENT Exhibit 10.8 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release (the “Agreement”) is made and entered into as of February 13, 2012, by and between, on the one hand, Sunpeaks Ventures, Inc., a Nevada corporation (“Sunpeaks”) and, on the other hand, Scott Beaudette (“Holder”). Sunpeaks |
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| February 17, 2012 |
Exhibit 10.12 Management Agreement Exhibit 10.12 MANAGEMENT AGREEMENT This Management Agreement (the “Agreement”) entered into on February 13, 2012, and made effective as of the 13th day of February, 2012, (the “Effective Date”) by and between Sunpeaks Ventures, Inc., a Nevada corporation (the “Company”) and Mackie Barch (“Mr. Barch”). RECITALS: WHEREAS, Mr. Barch has expertise in the areas of cor |
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| February 17, 2012 |
FORM 8-K Current Report 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): February 13, 2012 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 000-54523 27-0777112 (State or other jurisdiction (Commission File Nu |
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| February 17, 2012 |
LIST OF SUBSIDIARIES OF SUNPEAKS VENTURES, INC. EXHIBIT 21.1 List of Subsidiaries EXHIBIT 21.1 LIST OF SUBSIDIARIES OF SUNPEAKS VENTURES, INC. 1. Healthcare Distribution Specialists LLC Jurisdiction of Formation: Names under which business is conducted: State of Delaware Healthcare Distribution Specialists LLC |
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| February 17, 2012 |
Exhibit 99.1 AMERISURE PHARMACEUTICALS LLC (A Development Stage Company) Financial Statements For the Years Ended December 31, 2010 and 2009 Report of Independent Registered Public Accounting Firm 2 Balance Sheets 3 Statements of Operations 4 Statements of Stockholders’ Equity 5 Statements of Cash Flows 6 Notes to the Financial Statements 7 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM T |
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| February 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-161985 SUNPEAKS VENTURES, INC. (Exact name of re |
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| December 8, 2011 |
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 6, 2011 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 333-161985 27-0777112 (State or other jurisdiction (Commission File Number) (IRS Employer of I |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 quarterlyreport10q.htm FORM 10-Q QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File N |
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| November 4, 2011 |
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): November 3, 2011 SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 333-161985 27-0777112 (State or other jurisdiction (Commission File Number) (IRS Employer of I |
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| November 4, 2011 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION Sunpeaks Ventures, Inc., a Nevada Corporation EX-3.1 2 f8k110311ex3z1.htm EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF Sunpeaks Ventures, Inc., a Nevada Corporation Scott Beaudette hereby certifies that: 1. He is the President of Sunpeaks Ventures, Inc., a Nevada corporation. 2. The Articles of Incorporation of this Corporation are amended and restated in their entirety to read as fol |
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| October 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SUNPEAKS VENTURES, INC. |
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| October 12, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2011 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to SUNPEAKS VENTURES, INC. (Exact name of registrant as specified in its charter) Neva |
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| September 28, 2011 |
U.S. SECURITIES AND EXCHANGE COMMISSION NT 10-K 1 nt10k063011nt10k.htm FORM 12B-25 NOTIFICATION OF LATE FILING U.S. SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 333-161985 CUSIP NUMBER FORM 12b-25 86765E103 NOTIFICATION OF LATE FILING X . Form 10-K . Form 20-F . Form 11-K .Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For period ended: . Transition Report on Form 10-K . Transition Report on Form 20-F . Tra |
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| August 2, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification |
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| July 13, 2011 |
SUPPLEMENT NO. 2 DATED JULY 13, 2011 TO PROSPECTUS DATED JANUARY 14, 2011. SUNPEAKS VENTURES, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-161985 SUPPLEMENT NO. 2 DATED JULY 13, 2011 TO PROSPECTUS DATED JANUARY 14, 2011. SUNPEAKS VENTURES, INC. The following information supplements the prospectus of Sunpeaks Ventures, Inc. dated January 14, 2011 and is part of the prospectus. This Supplement updates the information presented in the prospectus. Prospective investors should carefull |
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| June 20, 2011 |
SUPPLEMENT NO. 1 DATED JUNE 17, 2011 TO PROSPECTUS DATED JANUARY 14, 2011. SUNPEAKS VENTURES, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-161985 SUPPLEMENT NO. 1 DATED JUNE 17, 2011 TO PROSPECTUS DATED JANUARY 14, 2011. SUNPEAKS VENTURES, INC. The following information supplements the prospectus of Sunpeaks Ventures, Inc. dated January 14, 2011 and is part of the prospectus. This Supplement updates the information presented in the prospectus. Prospective investors should carefull |
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| May 16, 2011 |
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE Exhibit 10.06 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release (?Agreement?) is made and entered into as of this 5th day of May, 2011, by and between Sunpeaks Ventures Corp. (?SPKS?) and Habana Investments (?Holder?). SPKS and HOLDER are sometimes referred to herein as ?Party? or ?Parties?. RECITALS A. Whereas, on various dates commencing on June |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-161985 SUNPEAKS VENTURES, INC. (Exact name of regis |
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| May 16, 2011 |
SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE Exhibit 10.05 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release (?Agreement?) is made and entered into as of this 5th day of May, 2010, by and between Sunpeaks Ventures Corp. (?SPKS?) and Blue Lagoon Capital (?Holder?). SPKS and HOLDER are sometimes referred to herein as ?Party? or ?Parties?. RECITALS A. Whereas, on or about June 25, 2009, the SPK |
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| February 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X .QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 .TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 333-161985 SUNPEAKS VENTURES, INC. (Name of small business iss |
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| January 14, 2011 |
Filed pursuant to Rule 424 (b)(3) Registration No. 333-161985 PROSPECTUS SUNPEAKS VENTURES, INC. #106, 505 19 Ave SW Calgary, Alberta, T2S 0E4 Canada (403) 540-5277 700,000 shares of common stock We are offering up to 700,000 shares of our common stock in a direct public offering with an offering price of $0.06 per share. This offering shall be conducted without any involvement of underwriters or |
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| January 14, 2011 |
Filed pursuant to Rule 424 (b)(3) Registration No. 333-161985 PROSPECTUS SUNPEAKS VENTURES, INC. #106, 505 19 Ave SW Calgary, Alberta, T2S 0E4 Canada (403) 540-5277 1,700,000 shares of common stock Our existing shareholders are offering for sale, 1,700,000 shares of common stock. The offering price is $0.06 per share for those being sold by current shareholders. All dealers that effect transaction |
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| January 7, 2011 |
Acceleration Request January 7, 2011 VIA EDGAR Doug Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| December 8, 2010 |
SUNPEAKS VENTURES, INC. December 8, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Sunpeaks Ventures, Inc. File No.: 333-161985 SEC Comment letter dated December 2, 2010 Dear Mr. Brown: Sunpeaks Ventures, Inc. (the ?Company?), a Nevada corporation, has received and reviewed your letter of December 2, 2010, pertaining |
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| December 8, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification Code Number) N/A |
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| November 12, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 9 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification Code Number) N/A |
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| November 12, 2010 |
November 11, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| November 10, 2010 |
November 9, 2010 VIA EDGAR Doug Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| November 8, 2010 |
November 8, 2010 VIA EDGAR Doug Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| October 22, 2010 |
October 22, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| October 22, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification Code Number) N/A |
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| August 13, 2010 |
August 12, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| August 13, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification Code Number) N/A |
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| July 20, 2010 |
S-1/A 1 sunpeakss1a6.htm FORM S-1/A REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (P |
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| July 19, 2010 |
July 14, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| June 14, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification Code Number) N/A |
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| June 14, 2010 |
June 14, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| May 25, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification Code Number) N/A |
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| May 24, 2010 |
May 20, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| May 5, 2010 |
Exhibit 10.4 |
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| May 5, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1382 (Primary Standard Industrial Classification Code Number) N/A |
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| May 5, 2010 |
SEC Response Letter April 28, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N. |
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| March 2, 2010 |
S-1/A 1 sunpeakss1a2.htm FORM S-1/A2 REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1311 ( |
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| March 2, 2010 |
SUNPEAKS VENTURES, INC. February 26, 2010 Douglas Brown Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Sunpeaks Ventures, Inc. File No. 333-161985 SEC Comment letter dated January 21, 2010 Dear Mr. Brown: Sunpeaks Ventures, Inc. (the “Company”), a Nevada corporation, is pleased advise you that we have received and reviewed your letter o |
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| December 30, 2009 |
SUNPEAKS VENTURES, INC. December 30, 2009 Anne Nguyen Parker Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Sunpeaks Ventures, Inc. File No. 333-161985 SEC Comment letter dated October 14, 2009 Dear Ms. Parker: Sunpeaks Ventures, Inc. (the ?Company?), a Nevada corporation, is pleased advise you that we have received and reviewed your le |
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| December 30, 2009 |
Exhibit 10.3 MANAGEMENT AGREEMENT This Management Agreement (the ?Agreement?) is made effective as of the 25th day of June, 2009, by and between Sunpeaks Ventures, Inc., a Nevada corporation (the ?Company?) and Scott Beaudette (?Mr. Beaudette?). RECITALS: WHEREAS, Mr. Beaudette has expertise in the areas of corporate management, finance, investment, acquisitions and other matters relating to the b |
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| December 30, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-161985 SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1000 (Primary Standard Industrial Classification Code Number) N/A |
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| September 18, 2009 |
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (Subscribers Resident Outside of the United States) Exhibit 10.1 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?). NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE ?AGREEMENT?) RELATES HAVE BEEN REGIS |
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| September 18, 2009 |
Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE CO |
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| September 18, 2009 |
ARTICLES OF INCORPORATION Sunpeaks Ventures, Inc. a Nevada Corporation ARTICLE 1. Company Name Exhibit 3.1 ARTICLES OF INCORPORATION OF Sunpeaks Ventures, Inc. a Nevada Corporation ARTICLE 1. Company Name 1.1 The name of this corporation is Sunpeaks Ventures, Inc. ARTICLE 2. Duration 2.1 The corporation shall continue in existence perpetually unless sooner dissolved according to law. ARTICLE 3. Purpose 3.1 The purpose for which the corporation is organized is to engage in any lawful activit |
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| September 18, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: SUNPEAKS VENTURES, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 1000 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Employer Identifica |
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| September 18, 2009 |
SUNPEAKS POWER CORPORATION (A Nevada Corporation) ARTICLE I Exhibit 3.2 BYLAWS OF SUNPEAKS POWER CORPORATION (A Nevada Corporation) ARTICLE I OFFICES 1.01 Principal Offices. The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of Nevada. If the principal executive office is located outside the State and the Corporation has no principal office in Nevada, the Board of Dire |
