0001477932-12-000207.txt : 20120203 0001477932-12-000207.hdr.sgml : 20120203 20120203152542 ACCESSION NUMBER: 0001477932-12-000207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120201 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120203 DATE AS OF CHANGE: 20120203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORGANA GARDENS INTERNATIONAL CENTRAL INDEX KEY: 0000746631 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 881955105 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13577 FILM NUMBER: 12569671 BUSINESS ADDRESS: STREET 1: 35 SOUTH AVE CITY: PATCHOGUE STATE: NY ZIP: 11772 BUSINESS PHONE: 888-488-6882 MAIL ADDRESS: STREET 1: 35 SOUTH AVE CITY: PATCHOGUE STATE: NY ZIP: 11772 FORMER COMPANY: FORMER CONFORMED NAME: PARTICLE DRILLING TECHNOLOGIES INC/NV DATE OF NAME CHANGE: 20110128 FORMER COMPANY: FORMER CONFORMED NAME: ORGANA GARDENS INTERNATIONAL INC. DATE OF NAME CHANGE: 20090416 FORMER COMPANY: FORMER CONFORMED NAME: SHOTGUN ENERGY CORP DATE OF NAME CHANGE: 20070926 8-K 1 organa_8k.htm FORM 8-K organa_8k.htm
UNITED STATES
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)
                                                     
February 1, 2012

ORGANA GARDENS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
 
Nevada   000-13577   88-0195105
(State or other jurisdiction Incorporated)   (Commission File No.)   (I.R.S Employer Identification No.)
 
35 South Ocean Avenue, Patchogue, NY   11772
(Address of principal executive offices)   (Zip Code)
 
Registrant's telephone number, including area code:
1 888 488 6882
 
 
(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):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

1. RESIGNATION OF REGISTRANT'S DIRECTORS:

On February 1, 2012 the Registrant accepted the resignation of Sharon Deutsch as Secretary, Treasurer, Director and Chief Financial Officer of the Registrant. The resignation was not motivated by a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.

2. APPOINTMENT OF REGISTRANT'S OFFICERS AND DIRECTORS:

On February 1, 2012, Matt Kelly, an American businessman, based in New York U.S.A., joined the Board of Directors and was appointed Secretary, Treasurer and Chief Financial Officer of the Registrant.

As of February 1, 2012, the Directors and Officers of the Registrant are:

Jaclyn Cruz – Director, President and Chief Executive Officer.
 
Matt Kelly  – Director, Secretary, Treasurer and Chief Financial Officer.
 
SECTION 9 -  EXHIBITS.

(c)  Exhibits
 
10.01:   Resignation letter for Sharon Deutsch.
     
10.02:   Consent to Act as a Director for Matt Kelly.
     
10.03:   Consent to Act as an Officer for Matt Kelly.
 
 
2
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized.
 
  Organa Gardens International Inc.  
       
DATED:  February 3, 2012
By:
/s/ Jaclyn Cruz  
   
Jaclyn Cruz,
President
  
 
 
3
 
 
 EX-10.01 2 organa_ex1001.htm RESIGNATION LETTER FOR SHARON DEUTSCH. organa_ex1001.htm
 EXHIBIT 10.01
 
 
 
ORGANA GARDENS INTERNATIONAL INC.
 
(the “Company”)
 
 
Officer and Director Resignation
 
 
I hereby resign as Director and Officer of the Company, effective immediately.
 
 
Dated:  February 1, 2012
 
 /s/ Sharon Deutsch  
    Sharon Deutsch  
EX-10.02 3 organa_ex1002.htm CONSENT TO ACT AS A DIRECTOR FOR MATT KELLY. organa_ex1002.htm
EXHIBIT 10.02
 
ORGANA GARDENS INTERNATIONAL INC. 
(the “Company”)
 
Consent to Act as Director
 
I hereby consent to act as a director of the Company and acknowledge that I am not disqualified to become or to act as a director under Chapter 78 of the Nevada Revised Statutes.
 
I hereby confirm that:
 
1
I am not under the age of 18 years;
 
2
I have not been found by a court, in the United States of America or elsewhere, to be incapable of managing my own affairs;
 
3
I am not an undischarged bankrupt; and
 
4
I have not been convicted in or out of Nevada of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud.
 
In addition, the undersigned hereby consents to the holding of any meeting of the directors or of a committee of the directors of the Company by means of such telephonic, electronic or other communication facility, as permit all persons participating in the subject meetings to communicate adequately with each other.

This consent shall continue in effect from year to year so long as the undersigned is re-elected to the board of directors, provided that in the event that the undersigned revokes this consent or resigns from the board of directors, this consent shall cease to have effect from the date of receipt in writing by the Company of such revocation or resignation, as the case may be, or, if the latter, the effective date of such resignation.
 
DIRECTORS HAVE SUBSTANTIAL DUTIES AND OBLIGATIONS AND MAY BE SUBJECT TO SIGNIFICANT LIABILITIES. THE PERSON SIGNING THIS CONSENT SHOULD OBTAIN INDEPENDENT LEGAL ADVICE.
 
Dated:
February 1, 2012
  
     
Print name:
Matt Kelly
  
     
Address:
123 Van Horn Avenue
Holbrook, New York
11741
 
  
Signature
/s/: Matt Kelly
  
EX-10.03 4 organa_ex1003.htm CONSENT TO ACT AS AN OFFICER FOR MATT KELLY. organa_ex1003.htm
EXHIBIT 10.03
 
ORGANA GARDENS INTERNATIONAL INC.
(the “Company”)
 
Consent to Act as Officer
 
I hereby consent to act as Secretary, Treasurer and Chief Financial Officer of the Company and acknowledge that I am not disqualified to become or to act as a director under Chapter 78 of the Nevada Revised Statutes.
 
I hereby confirm that:
 
1
I am not under the age of 18 years;
 
2
I have not been found by a court, in the United States of America or elsewhere, to be incapable of managing my own affairs;
 
3
I am not an undischarged bankrupt; and
 
4
I have not been convicted in or out of Nevada of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud.
 
In addition, the undersigned hereby consents to the holding of any meeting of the directors or of a committee of the directors of the Company by means of such telephonic, electronic or other communication facility, as permit all persons participating in the subject meetings to communicate adequately with each other.

This consent shall continue in effect from year to year so long as the undersigned is re-elected to the board of directors, provided that in the event that the undersigned revokes this consent or resigns from the board of directors, this consent shall cease to have effect from the date of receipt in writing by the Company of such revocation or resignation, as the case may be, or, if the latter, the effective date of such resignation.
 
DIRECTORS HAVE SUBSTANTIAL DUTIES AND OBLIGATIONS AND MAY BE SUBJECT TO SIGNIFICANT LIABILITIES. THE PERSON SIGNING THIS CONSENT SHOULD OBTAIN INDEPENDENT LEGAL ADVICE.
 
Dated
February 1, 2012
  
     
Print name
Matt Kelly
  
     
Address
123 Van Horn Avenue
Holbrook, New York
11741
 
  
Signature
/s/: Matt Kelly