U.S. 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) March 13, 2006
LION-GRI INTERNATIONAL, INC. |
| (Name of small business issuer as specified in its charter) |
Colorado | 000-27199 | 91-2015608 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
801 Mancesti Street, MO-2029, Chisnau, Republic of Moldova |
| (Address of principal executive offices) |
| |
011-(373-22) 41-40-81 |
| (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.
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b)) |
| 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 1 -Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 -Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 -Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 -Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
None.
Section 5 -Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
N/A
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On March 13, 2006, Gregory Sonic, Kelly Sonic and Vladimir Sonic resigned as members of the Board of Directors and the following individuals have been appointed as officers and directors
Maria Gracia Rosales, Age 27, Chairman of the Board, Bachelor of Arts degree, 2001, from University of San Francisco, Quito, Equador in Gastronomy. Diplomas from Le Cordon Bleu, Paris, France in 2003 in French cuisine and 2005 in Pastry. From July 2000 to August 2001, assistant in the Import-Export Department of Progetrol CIA, Ltd.
Maria-Fernanda Rosales, Age 37, Director and Chief Financial Officer, Bachelor of Arts degrees from University of San Franciso, Quito, Equador, in Managerial Communications, 1996, and from Tecnologico de Monterrey, Social Studies, 2000. From 2001 to present has been Sales Manager of Promotora Valle Hermoso, Inc., Oviedo, Florida.
Fanny P. Narvaez, Age 44, Director, Secretary, Educated in Quito, Equador. From 2002-2004 Operations Manager of Segrest Enterprises, Quito, Ecuador. From 2005-2006 realtor for Watson Realty Corp in Oviedo, Floria. Since 2006 has served as Secretary to the Board of Directors of Promotora Valle Hermoso, Inc., Oviedo, Florida.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
Section 6 -[Reserved]
Section 7 -Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 -Other Events
Item 8.01 Other Events
None
Section 9 -Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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 thereunto duly authorized.
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| Date: March 15, 2006 | LION GRI INTERNATIONAL, INC. |
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| | By: | /s/ Gregory Sonic |
| |
Gregory Sonic, President |
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