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 2, 2006
KREIDO
BIOFUELS, INC.
(formerly
Gemwood Productions, Inc.)
(Exact
name of Registrant as specified in its charter)
Nevada |
333-130606 |
20-3240178 |
(State or other jurisdiction |
(Commission File number) |
(IRS Employer Identification
No.) |
of incorporation or organization) |
|
|
88
West 44th Avenue, Vancouver, British Columbia, V5Y 2V1, Canada
(Address
of principal executive offices) (Zip Code)
(604)
738-0540
(Registrant’s
Telephone Number, Including Area Code)
C
Alta
Mar 157 Fracc Baja Del Mar, Playas de Rosarito BC 22710 Mexico
(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 for 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
Item
1.01. Entry into a Material Definitive Agreement.
Please
see Item 5.02 below for a discussion of our oral arrangement with our new
president, secretary and chief financial officer.
Section
5 - Corporate Governance and Management
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)
Effective November 2, 2006, Victor Manuel Savceda, our president, chief
executive officer, chief financial officer, secretary and a director, resigned
as an officer and remained as a director. Mr. Savceda's resignation as an
officer did not result from any disagreement between him and us.
(c)
Effective November 2, 2006, we appointed Stephen B. Jackson as our president,
secretary, chief financial officer and a director.
Mr.
Jackson has been principally engaged in the private practice of law since May
1988. Mr. Jackson is a graduate of the University of British Columbia, receiving
a Bachelor of Arts degree in 1985. Mr. Jackson received a Bachelor of Legal
Letters degree from Osgoode Hall Law School of York University in 1988. He
is a
member in good standing with the Law Societies of British Columbia and the
Yukon.
We
have
orally agreed to compensate Mr. Jackson at the rate of $1,500 per month for
serving as our president, secretary and chief financial officer. Our oral
agreement is terminable at will upon one day’s notice by either
party.
During
the last two years, there have been no transactions, or proposed transactions,
to which we were or are a party, in which Mr. Jackson had or is to have a direct
or indirect material interest. Mr. Savceda and Mr. Jackson are not related
to
each other.
Section
8 - Other Information
Item
8.01. Other
Information
On
November 2, 2006, our Board of Directors declared a 9.7222223 for 1 forward
stock split in the form of a dividend. The record date for the stock dividend
is
November 17, 2006, and the payment date is November 20, 2006.
On
November 2, 2006, we filed Amended and Restated Articles of Incorporation (the
“Amendment”) with the Secretary of State of the State of Nevada which (i)
effected several changes to our Articles of Incorporation and (ii) consolidated
the various amendments to our Articles into one document.
Pursuant
to the Amendment, we increased our authorized capital stock from 75,000,000
shares of common stock, par value $0.001, to 300,000,000 shares of common stock,
par value $0.001, and 10,000,000 shares of preferred stock, par value
$0.001.
The
Amendment also changed our name from Gemwood Productions, Inc. to Kreido
Biofuels, Inc.
We
are
currently engaged in discussions with Kreido Laboratories regarding the
possibility of a reverse triangular merger (the “Merger”) involving the two
companies. At this stage, no definitive terms have been agreed to, and neither
party is currently bound to proceed with the Merger. With the permission of
Kreido Laboratories, we changed our name to facilitate these
discussions.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits:
|
|
|
|
Exhibit No.
|
|
|
Exhibit
Description
|
3.1
|
|
|
Amended
and Restated Articles of Incorporation, filed November 2,
2006
|
|
|
|
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
Kreido
Biofuels,
Inc. |
|
|
|
Date: November
3, 2006 |
By: |
/s/ Stephen
B. Jackson |
|
Stephen
B. Jackson |
|
President
|