UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2007
CONSCIOUS INTENTION, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-50366 | 94-3409449 |
| (Commission File Number) | (I.R.S. Employer |
| | Identification No.) |
6620 Lake Washington Blvd, Suite 301
Kirkland, Washington, 98033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 604-505-1085
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.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.02 Entry into a Material Definitive Agreement
On September 14, 2007, Conscious Intention, Inc. (the "Company") through its sole director approved and executed a Share Purchase Agreement (the "Agreement") with 2146281 ONTARIO INC., a British Columbia Canada corporation (“214”) and Gravhaven Limited, a Cayman Island corporation (“Gravhaven”) whereby the Company would acquire 100% of the issued and outstanding stock of 214 from Gravhaven in exchange for shares of the Company and a 7% royalty on mineral interest assets owned by 214.
In connection with the Agreement, the Company has agreed to effect, immediately prior to the closing, a 52-for-1 forward stock split of the Company's common stock (the "Forward Stock Split"). Immediately following the closing of the purchase, the Company expects to have approximately 45,000,000 shares outstanding, of which approximately 43,750,000 shares will be held by the Company's current shareholders and approximately 1,250,000 shares will be held by assignees of 241. These 1,250,000 shares are to be issued pursuant to the Agreement.
In connection with the Agreement, Andrew Hamilton, sole officer and director of the Company has agreed to resign and appoint 214 officer, P. Leslie Hammond, as sole officer and director of the Company. Mr. Hamilton has also agreed to cancel and return to treasury 9,106,000 of his total holdings of the Company on or before the closing. The closing is scheduled to take place no later than September 28, 2007. Gravhaven has not yet approved the Agreement and must do so prior to the closing.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Indie. The agreements contain representations and warranties that the parties to the Agreement made to and solely for the benefit of each other. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the agreements. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the agreements, which subsequent information may or may not be fully reflected in the Company's public disclosures.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Change in Control of Registrant
Upon the closing of the transactions described under Item 1.01 of this report, a
change in control of the Company will occur.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
The Company intends to appoint new officers and directors as a result of the
transaction described in Item 1.02 of this current report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
2.1 Share Purchase Agreement, dated as of September 14, 2007 (this "Agreement"), by and among GRAVHAVEN LIMITED, a Cayman Islands corporation and a shareholder of 2146281 ONTARIO INC., an Ontario corporation having an address of c/o St. Georges Trust Company Limited, 27 Reid Street, P.O. Box HM 3051, Hamilton, HMNX Bermuda (the “Vendor”) AND: 2146281 ONTARIO INC., an Ontario corporation having a registered office at Suite 701 – 130 Adelaide Street West, Toronto, Ontario, Canada M5H 2K4 (the “Company”) AND: CONSCIOUS INTENTION INC., a Nevada corporation having an address of 6620 Lake Washington Blvd., Suite 301, Kirkland, Washington, USA 98033
(the “Purchaser”) AND Andrew Hamilton, an individual.
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.
| Dated: September 14, 2007 | Conscious Intention, Inc. |
| | |
| | |
| | By: /s/ Andrew Hamilton |
| | Andrew Hamilton, CEO |
