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========================================================================= UNITED STATES _________________________ FORM 8-K Date of Report (Date of earliest event reported) ARDENT MINES LIMITED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 16, 2004
NEVADA |
000-50994 |
88-0471870 |
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer ID) |
1880 - 505 Burrard Street (PO Box 15)
Vancouver, British Columbia
Canada V7X 1M6
(Address of principal executive offices and Zip Code)
(604) 681-3864
(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)) |
=========================================================================
ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT
On December 13, 2004, Reg Handford, the owner of 2,500,000 shares of our common stock, transferred the same to Tarus Chebountchak in consideration of US$12,500. Prior the exchange, there were 6,014,450 shares of common stock outstanding and Mr. Handford and Mr. Chebountchak each owned a total of 2,500,000 shares of common stock or 41.57% of the total shares of common stock outstanding. After Mr. Handford transferred his shares to Mr. Chebountchak, Mr. Handford owned no shares and Mr. Chebountchak owned 5,000,000 shares of our common stock or 83.13% of the total outstanding shares.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On December 16, 2004, Mr. Handford resigned as an officer and director and Mr. Chebountchak was appointed president and principal executive officer. Mr. Handford had no dispute with us, our officers, accountants or professional advisors with respect to policies, practices or procedures relating to our affairs.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) |
Exhibits |
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99.1 |
Agreement and Release |
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99.2 |
Resignation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated this 22nd day of December, 2004.
ARDENT MINES LIMITED |
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BY: |
/s/ Taras Chebountchak |
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Taras Chebountchak |
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President |
Exhibit 99.1
AGREEMENT AND RELEASE
This Agreement and Release ("Agreement") is entered into this 13th day of December 2004 by and between Ardent Mines Limited, a Nevada corporation with File Number: C20312-2000 hereinafter referred to as "Ardent," Taras Chebountchak, an individual, hereinafter referred to as "Chebountchak" and Reg Handford, and individual, hereinafter referred to as "Handford."
RECITALS
1. WHEREAS, Handford is currently an officer, director and shareholder of Ardent; and,
2. WHEREAS, Handford desires to resign as an officer and director and sell his shares of Ardent; and,
3. WHEREAS, Ardent is willing to accept Handford's resignation as an officer and director of Ardent and Chebountchak desires to purchase all of Handford's shares of common stock of Ardent.
AGREEMENT
NOW, THEREFORE, in consideration of the following terms, covenants and conditions, the parties agree as follows:
Section 1. Transfer of Shares.
Handford hereby assigns and transfers to Chebountchak, all of his right, title and interest in and to 2,500,000 shares of Ardent common stock and Handford concurrently with the execution of this agreement hereby delivers said 2,500,000 shares of common stock of Ardent to Taras Chebountchak. Handford represents that the foregoing shares constitute all of the shares of Ardent common stock owned by him.
Section 2. Exchange of Funds.
Concurrently with the execution of this agreement, Chebountchak tenders to Handford US$12,500 which Handford acknowledges receipt thereof.
Section 3. Resignation
Handford hereby resigns as an officer and director or Ardent. Handford represents that his resignation is not related to any disagreement he has with Ardent on any matter relating to Ardent's operations, policies or practices.
Section 4. Release of Potential Claims and Release of Potential Assignment of Claims against Reg Handford and Taras Chebountchak.
1. In consideration of the full payment of the amount specified in Section 2 above, Handford hereby releases and forever discharges Ardent and Chebountchak, their respective heirs, successors, parents, subsidiaries, affiliates, assigns, officers, directors, agents, servants and employees, from any and all claims, demands, obligations payments, losses, causes of action, costs, expenses, attorneys fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether known or unknown, which Handford has, had or claims to have against Ardent or Chebountchak from the beginning of time to the date of these presences.
2. Ardent and Chebountchak, jointly and severally, on behalf of themselves and their heirs, successors, parents, subsidiaries, affiliates, assigns, officers, directors, agents, servants and employees, hereby release and forever discharge Handford from any and all claims, demands, obligations, payments, losses, causes of action, costs, expenses, attorneys fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether known or unknown, which Ardent and Chebountchak have, had or claim to have against Handford from the beginning of time to the date of these presences.
Section 5. Integration Clause.
This Agreement represents and contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written agreements and understandings. No representations, warranties, conditions, understandings or agreements of any kind with respect to the subject matter of this Agreement shall be relied upon by the parities except those contained herein. This Agreement may not be amended or modified except by an agreement signed by the party against whom enforcement of any modification or amendment is sought.
Section 6. Confidentially.
The terms of this Agreement are confidential and the terms hereof have not been disclosed to any persons, other than to the parties' attorneys, and will not be disclosed to any person without the express consent of all parties or as directed by applicable court order with the exception of filing a copy therewith with the United States Securities and Exchange Commission, acknowledging that such filing is normally part of the public record.
Section 7. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument.
ARDENT MINES LIMITED |
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BY: |
/s/ Taras Chebountchak |
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Taras Chebountchak, Chief Financial Officer |
And,
BY: |
/s/ Taras Chebountchak |
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Taras Chebountchak, an individual of Toronto, Ontario |
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Witness: |
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/s/ Tim Palmer |
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Name |
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Tim Palmer |
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Contact Information |
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And, |
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BY: |
/s/ Reg Handford |
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Reg Handford, an individual of Burnaby, BC |
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Witness: |
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Robert Jarna |
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Name |
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Robert Jarna |
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Contact Information |
Exhibit 99.2
TO: |
ARDENT MINES LIMITED |
AND TO: |
THE DIRECTORS THEREOF |
I, Reg Hanford, hereby tender my resignation to the Board of Directors of Ardent Mines Limited as Director, effective immediately.
I confirm that I am tendering my resignation for personal reasons and that there are no disputes with the Company, its Directors, Officers, Accountants or professional advisors with respect to policies, practices or procedures relating to the affairs of the Company
DATED effective December 16, 2004
/s/ Reg Handford
Reg Handford