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
September
12, 2008
Date of Report (Date of earliest event
reported)
ENTHEOS
TECHNOLOGIES, INC.
AND
SUBSIDIARIES
(Exact
name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation)
000-30156
(Commission File
Number)
98-0170247
(I.R.S. Employer Identification
No.)
888
3rd Street,
Suite 1000, Calgary, Alberta, T2P 5C5
(Address of principal executive
offices)
(800)
755-5815
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
£ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION
1. Registrant’s Business and Operations
None
SECTION 2. Financial
Information
None
SECTION 3. Securities and Trading
Markets
None
SECTION 4. Matters Related to
Accountants and Financial Statements
None
SECTION 5. Corporate Governance
and Management
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Effective
on September 12, 2008, each of Messrs. Harmel S. Rayat and Timothy N. Luu
resigned from the Company’s Board of Directors and as an officer of the Company
in order to pursue other interests and not as a result of any disagreement
between himself and the Company.
Effective September 12, 2008, the Board
of Directors appointed Mr. Derek Cooper to serve as the Company’s President and
Chief Executive Officer.
Mr. Cooper earned his Bachelor of
Science degree in Physics in 2001 and his Bachelor of Applied Science in
Geological Engineering in 2005, both at the University of British Columbia. He
is also a Chartered Financial Analyst candidate. From January 2003 through
September 2003, Mr. Derek Cooper joined Syncrude Canada Ltd., the world's
largest producer of crude oil from oil sands. While completing his
Applied Sciences degree, from June 2004 thru September 2004, Mr. Cooper
undertook and completed a near-term engineering-exploration contract with
Stealth Minerals Ltd. From 2005 to March 2008, Mr. Cooper worked at
Elk Valley Coal, the world's second largest producer of metallurgical coal, as a
Drill and Blast Engineer. In April 2008, Mr. Cooper joined TransAlta, as
Intermediate Engineer in the Fuel Systems Group where he performs life-of-mine
planning, costing and capital equipment selection and
feasibility.
Subject to, and upon, commencement of
Mr. Cooper’s tenure as an officer and director, he will be granted 50,000
options; each option when vested will permit Mr. Cooper to purchase one share of
the Company’s common stock at a price per share equal to
$1.00.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2009, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Mr. Cooper and the Company. Under the
terms of the stock option agreement, the agreement will terminate and there will
be no further vesting of options effective as of the date that Mr. Cooper ceases
to be an officer and director of the Company. Upon termination of such
service Mr. Cooper will have a specified period of time to exercise vested
options, if any.
Mr. Cooper will be entitled to cash
compensation paid to officers and directors and reimbursement of expenses
incurred in connection with his services as an officer and
director.
Effective September 12, 2008, the Board
of Directors appointed Mr. Jeet Sidhu to serve as a director of the Company, and
to serve as such until the next annual meeting of the Company’s shareholders and
until his successor shall have been duly elected and
qualified.
In 1995, Mr. Sidhu graduated from the
British Columbia Institute of Technology with a Diploma in Corporate Finance.
Since 2002, Mr. Sidhu has been Vice-President of Montgomery Asset Management Corporation,
a privately held firm providing financial and management consulting services to
emerging growth corporations.
Subject to, and upon, commencement of
Mr. Sidhu’s tenure as a non- employee director, he will be granted 50,000
options; each option when vested will permit Mr. Sidhu to purchase one share of
the Company’s common stock at a price per share equal to
$1.00.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2009, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Mr. Sidhu and the Company. Under the
terms of the stock option agreement, the agreement will terminate and there will
be no further vesting of options effective as of the date that Mr. Sidhu ceases
to be a director of the Company. Upon termination of such service Mr.
Sidhu will have a specified period of time to exercise vested options, if
any.
Mr. Sidhu will be entitled to cash
compensation paid to non-employee directors and reimbursement of expenses
incurred in connection with his services as a director.
Effective September 12, 2008, the Board
of Directors appointed Mr. Christian Hudson to serve as a director of the
Company, and to serve as such until the next annual meeting of the Company’s
shareholders and until his successor shall have been duly elected and
qualified.
Mr. Hudson earned a Bachelor of Arts
degree in Economics from the University of California, Santa Barbara in 1987 and
also earned a Masters in Business Administration from Columbia University in
1991. From 2002 to present, Mr. Hudson currently serves as Chief
Information Officer at Swiss American Securities, Inc., a member of Credit
Suisse Group.
Subject to, and upon, commencement of
Mr. Hudson’s tenure as a non- employee director, he will be granted 50,000
options; each option when vested will permit Mr. Hudson to purchase one share of
the Company’s common stock at a price per share equal to
$1.00.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2009, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Mr. Hudson and the Company. Under the
terms of the stock option agreement, the agreement will terminate and there will
be no further vesting of options effective as of the date that Mr. Hudson ceases
to be a director of the Company. Upon termination of such service Mr.
Hudson will have a specified period of time to exercise vested options, if
any.
Mr. Hudson will be entitled to cash
compensation paid to non-employee directors and reimbursement of expenses
incurred in connection with his services as a director.
Effective September 12, 2008, the Board
of Directors elected Mr. Frank J. Fabio to serve as the Company’s Chief
Financial Officer and Secretary.
Mr. Fabio received a BBA in Accounting
from Pace University in June 1973; has been a certified Public Accountant since
1976; and received an MS in Taxation from Long Island University in June
1989.
Subject to, and upon, commencement of
Mr. Fabio’s tenure as an officer, he will be granted 50,000 options in
accordance with the Company’s; each option when vested will permit Mr. Fabio to
purchase one share of the Company’s common stock at a price per share equal to
$1.00.
The options will vest in five equal
annual installments of 10,000 options commencing on September 12, 2008, and
annually thereafter. The options are further subject to the terms and conditions
of a stock option agreement between Mr. Fabio and the Company. Under the
terms of the stock option agreement, the agreement will terminate and there will
be no further vesting of options effective as of the date that Mr. Fabio ceases
to be an officer of the Company. Upon termination of such service Mr.
Fabio will have a specified period of time to exercise vested options, if
any.
Mr. Fabio will be entitled to cash
compensation paid to officers and reimbursement of expenses incurred in
connection with his services as an officer.
As at
September 12, 2008 our officers consisted of Mr. Derek Cooper (President and
Chief Executive Officer) and Mr. Frank Fabio (Chief Financial Officer and
Treasurer).
As at
September 12, 2008 our Board of Directors consists of three (3) persons as
follows:
Derek
Cooper, Jeet Sidhu and Christian Hudson
SECTION 6.
[Reserved]
N/A
SECTION 7. Regulation
FD
Item 7.01 Regulation FD
Disclosure
Except for the historical information
presented in this document, the matters discussed in this Form 8-K, or otherwise
incorporated by reference into this document, contain "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act of 1995). These statements are identified by the use of forward-looking
terminology such as "believes", "plans", "intend", "scheduled", "potential",
"continue", "estimates", "hopes", "goal", "objective", expects", "may", "will",
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. The safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made by the Registrant. The
reader is cautioned that no statements contained in this Form 8-K should be
construed as a guarantee or assurance of future performance or results. These
forward-looking statements involve risks and uncertainties, including those
identified within this Form 8-K. The actual results that the Registrant achieves
may differ materially from any forward-looking statements due to such risks and
uncertainties. These forward-looking statements are based on current
expectations, and the Registrant assumes no obligation to update this
information. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this Form 8-K and in the Registrant's
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect the
Registrant's business.
Note: Information in this report
furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. The information in this current
report shall not be incorporated by reference into any registration statement
pursuant to the Securities Act of 1933, as amended. The furnishing of the
information in this current report is not intended to, and does not, constitute
a representation that such furnishing is required by Regulation FD or that the
information this current report contains is material investor information that
is not otherwise publicly available.
SECTION 8. Other
Events
None
SECTION 9. Financial Statements
and Exhibits