SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
CREATIVE EDGE NUTRITION, INC.
(formerly LAUFER BRIDGE ENTERPRISES, INC.)
NEVADA |
| 333-149177 |
| 04-3626788 |
(State or other jurisdiction of incorporation) |
| (Commission File No.) |
| (IRS Employer Identification No.) |
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3276 Buford Drive, Bldg. 104, Suite 320, Buford, GA |
| 30519 |
(Address of principal executive officers) |
| (Zip Code) |
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678-596-6872 |
(Registrant’s telephone number, including area code) |
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(Former name or former address, if changes 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
. 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 8
Other Events Item 8.01 Other Events.
Reference is herewith made to Creative Edge Nutrition, Inc. (hereinafter the “Company”) Share Exchange Agreement dated July 22, 2009 and schedule 6.13.10 thereto as filed with the SEC on July 28, 2009 which evidences an indebtedness due by the Company to Gary B Wolff of $93,384 which has since been reduced to $43,384.
Thereafter in May 2012, a Convertible Promissory Note (the “Note”) was entered into between Gary B. Wolff and the Company on May 2, 2012 which Note was subsequently partially assigned by Gary B. Wolff to First Trust Management on May 2, 2012 in accordance with Unanimous Consent of Company’s directors and thereafter and in accordance with Debt Purchase Agreement dated May 2, 2012, a portion of the $43,384 indebtedness, $20,000 was purchased by First Trust Management in exchange for 20,000,000 shares of the Company, which, upon issuance will decreased Note to $23,384.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report.
(d)
Exhibits
10.1
Share Exchange Agreement dated July 22, 2009 between the Company and its counsel, incorporated by reference as filed in Form8-K on July 28, 2009 (File No.: 333-149177)
10.2
Convertible Promissory Note, dated May 2, 2012
10.3
Board of Directors Resolutions dated May 2, 2012
10.4
Debt Purchase Agreement dated May 2, 2012
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
May 2, 2012
Creative Edge Nutrition, Inc.
(Registrant)
/s/ Bill Chaaban
By: Bill Chaaban, President, CEO, Director
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Exhibit 10.2
CREATIVE EDGE NUTRITION, INC.
CONVERTIBLE PROMISSORY NOTE
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OF SUCH ACT.
$43,383 | New York, New York |
FOR VALUE RECEIVED, Creative Edge Nutrition, Inc., a Nevada corporation (“Maker”), promises to pay to the order of Gary B. Wolff (“Holder”), the aggregate principal amount of Forty Three Thousand Three Hundred Eighty Four ($43,384) Dollars plus interest (the “Aggregate Loan Amount”), at 2% interest annually. Payment shall be made by Maker to Holder at the offices of Holder, located at 488 Madison Avenue, New York 10022, or to such other office as Holder may, from time to time, designate in writing to Maker.
The Aggregate Loan Amount shall be due and payable as follows:
Payment Amount |
| Due Date |
$43,384 |
| May 7, 2012 |
Payment shall be made in lawful tender of the United States and may be made at any time without penalty or premium.
The unpaid balance under this Note (or any portion thereof) shall be convertible at the option of Holder into shares of Maker’s Common Stock at any time prior to the earlier of repayment in full of this Note or the Maturity Date, upon Maker’s receipt of written notice by Holder. The price per share of Maker’s Common Stock into which such unpaid balance may be converted shall be $.001.
In the event Holder institutes an action to collect this Note, Maker will pay all costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action. Maker hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
In the event a court of competent jurisdiction holds any provision of this Note to be invalid or unenforceable, such holding shall not affect any other provision of this Note and all such other provisions shall remain in full force and effect.
This Note shall be construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of Nevada or of any other state.
IN WITNESS WHEREOF, Maker has caused this Convertible Promissory Note to be issued as of the date first above written.
Creative Edge Nutrition, Inc.
By: /s/ Bill Chaaban
Bill Chaaban, President, CEO, Director
Exhibit 10.3
CREATIVE EDGE NUTRITION, INC.
3276 Buford Drive, Bldg. 104, Suite 320, Buford, GA 30519
UNANIMOUS CONSENT OF DIRECTORS OF CREATUVE EDGE NUTRITION, INC. IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF CREATIVE EDGE NUTRITION, INC. (A NEVADA CORPORATION)
Pursuant to the Authority granted to directors to take action by unanimous consent without a meeting pursuant to Nevada General Corporation Law 78.315 (pursuant to the Articles of Incorporation) of Creative Edge Nutrition, Inc. (“Creative”) the Board of Directors (“Directors”) of Creative, a Nevada corporation (the “Company”), do hereby consent to adopt, ratify, confirm and approve, as of the date indicated below, the following recitals and resolutions, as evidenced by their signature hereunder:
WHEREAS, the Directors have been presented with the proposal to authorize the issuance of 20,000,000 shares of common stock of the Company in exchange for relief of debt owed by the Company in the amount of Twenty Thousand ($20,000) Dollars represented by a Forty Three Thousand Three Hundred Eighty Four ($43,384) Dollar Promissory Note (the “Promissory Note”) dated May 2, 2012;
WHEREAS, the Directors shall specifically authorize the issuance of 20,000,000 shares of common stock of the Company to First Trust Management;
WHEREAS, the Directors believe it is in the best interest of the Company to authorize the issuance of the common stock to First Trust Management in exchange for relief of the debt represented by the Promissory Note as set forth herein;
NOW, BE IT RESOLVED, that it is hereby authorized and approved to issue 20,000,000 shares of common stock of the Company to First Trust Management in exchange for relief of the debt represented by the Promissory Note.
GENERAL RESOLUTIONS
RESOLVED, that the officers of the Company are hereby authorized and instructed to take whatever steps necessary to effectuate the above described resolutions.
FURTHER RESOLVED, that the Promissory Note shall be restated and amended to show that a payment in the amount of $20,000 on the Promissory Note has been satisfied by the Company.
(Remainder of page intentionally left blank; signature page to follow)
IN WITNESS WHEREOF, the undersigned have set forth their hands in their capacity as of this 2nd day of May, 2012.
/s/ Bill Chaaban
Bill Chaaban, President, CEO, Director
/s/ Reid Stone
REID STONE, Vice President, Director
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Exhibit 10.4
DEBT PURCHASE AGREEMENT
This Debt Purchase Agreement (“Debt Purchase Agreement”) is made and entered into effective as of May 2, 2012 by and among Gary B. Wolff (“GBW”), First Trust Management, (“FT”) and Creative Edge Nutrition, Inc. (“Creative”).
WHEREAS, the parties to this Debt Purchase Agreement desire to modify that a certain promissory note dated May 2, 2012 (the “Promissory Note”) executed between GBW and Creative by selling, assigning, transferring and conveying the rights and interests to partial payment of the Promissory Note in the amount of Forty Three Thousand Three Hundred Eighty Four ($43,384) Dollars from GBW to FT.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
1.
Transfer and Assignment. As permitted by Creative, GBW hereby sells, assigns, transfers, and conveys unto FT its rights and interests to receive payments in the amount of $20,000 under the Promissory Note. The remaining rights and interests in the balance of the Debt, if any, will remain with GBW.
2.
Consideration. Consideration to be paid to GBW shall be a total of $20,000.
3.
Agreement to be bound. Creative agrees to be bound by all the terms and conditions applicable to GBW under the Debt.
4.
Entire Agreement. This Debt Purchase Agreement embodies the entire agreement between GBW and FT and supersedes any prior agreements, whether written or oral with respect to the subject matter thereof.
5.
Successors. This Debt Purchase Agreement shall be binding upon and shall inure to the benefit of each of the parties to this Debt Purchase Agreement and each of their respective successors and assigns.
6.
Counterparts. This Debt Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon and all of which together shall constitute one instrument.
(Remainder of page intentionally left blank: signature page to follow)
IN WITNESS WHEREOF, the parties hereto have caused this Debt Purchase Agreement to be duly executed and delivered as of the date first written above.
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Gary B. Wolff, P.C. | |
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/s/ Gary B. Wolff |
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Name: Gary B. Wolff | |
Its: President and Sole Owner | |
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First Trust Management | |
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/s/ John Zukowski |
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Name: John Zukowski | |
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ACCEPTED, ACKNOWLEDGED AND APPROVED | |
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/s/ Bill Chaaban |
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Name: Bill Chaaban | |
Its: President, CEO, Director | |
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