-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PoRO3oHBf96bvslqYwa8z7ggOMNzFvEmUxHxPopu6A14mWYCg8wEYZRDmnDopdj+ lj42wimTRejN/WFZoLvqAw== 0001262463-09-000014.txt : 20090218 0001262463-09-000014.hdr.sgml : 20090218 20090218130648 ACCESSION NUMBER: 0001262463-09-000014 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090211 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFOODSAFETY COM INC CENTRAL INDEX KEY: 0001157075 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 621772151 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-68008 FILM NUMBER: 09617994 BUSINESS ADDRESS: STREET 1: 7702 EAST DOUBLETREE RANCH ROAD STREET 2: SUITE 300 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4086072606 MAIL ADDRESS: STREET 1: 7702 EAST DOUBLETREE RANCH ROAD STREET 2: SUITE 300 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 8-K/A 1 efsfform8ka2162009.htm

UNITED STATES

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 11, 2009


EFOODSAFETY.COM, INC.

(Exact name of registrant as specified in its charter)


Nevada

333-68008

62-1772151

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


1971 Old Cuthbert Road

Cherry Hill, New Jersey  08034

(Address of principal executive offices) (Zip Code)


 Registrant's telephone number, including area code (856) 354-0707


N/A

 (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to simultaneously  satisfy the filing obligation of the registrant under any of the following provisions (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))


Explanatory Note:  The purpose of this Current Report on Form 8-K/A is to amend the Current Report on Form 8-K filed by eFoodsafety.com on February 17, 2009 (the “Original 8-K”) solely to correct a typographical error in paragraph two of Item 1.01 of the Original 8-K. All other Items contained in the Original 8-K remain unchanged.



Item 1.01  Entry into a Material Definitive Agreement


On February 11, 2009, eFoodsafety.com (“eFood”) and Charlston Kentrist 41 Direct, Inc. (CK-41) restructured its Marketing Agreement surrounding purEffectÒ, a four-step acne treatment system.


Under the terms of the restructured agreement, eFood will transfer all of its rights to purEffect to CK-41 for four million two hundred-fifty thousand (4,250,000) shares of CK-41 common stock at the price of $0.01 per share.  CK-41 will also grant eFood a three year warrant to purchase an additional four million two hundred-fifty thousand (4,250,000) shares of common stock at $6.00 per share. Additionally, eFood will receive a two percent (2%) royalty on worldwide purEffectÒ adjusted gross sales.  The Agreement sets minimum royalty payments of one hundred-fifty thousand ($150,000) dollars payable March 1, 2010 and two hundred-fifty thousand ($250,000) dollars payable on March 1, 2011. eFoodsafety.com, Inc. will hold one seat on the board of directors of CK-41.


The Agreement sets terms for default as follows:  Should CK-41 be unable to obtain a minimum of $2.0 million in equity financing on or before April 1, 2009; be unable to obtain an additional $5.0 million in equity financing on or before September 1, 2009; fail to meet its minimum royalty obligations; voluntarily or involuntarily file for bankruptcy.  The remedy for events of default may include at eFood’s option the termination of this agreement in whole or in part and the return of the Product and Project.  eFood will advise CK41 within 10 days of written notice to CK-41 of its default of eFood’s intent to terminate or other proposed remedies, CK-41 will have 39 calendar days to cure its defaults.


eFood is a publicly held corporation organized under the laws of the State of Nevada and a holding company operating through wholly owned subsidiaries.  eFood and it’s subsidiaries are dedicated to improving health conditions around the world through its innovative technologies.


CK41 Direct, Inc. is a leading producer of direct response infomercial campaigns. Combining 50 years of expertise in network television and direct marketing know-how, the principals and directors of CK41 learned the direct response TV industry from the ground-up. This experience has taught CK41 how both conventional and unconventional marketing strategies can excel a direct response television campaign.


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.


                             

 EFOODSAFETY.COM, INC.

                                 

             (Registrant)


Date: February 17, 2009

                                              

                                           

/s/ Patricia Gruden

                                            

Patricia Gruden

Chief Executive Officer

 

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