SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2009
KINDER TRAVEL, INC.
(Exact name of registrant as specified in its charter)
(former name or former address, if changed since last report)
| Nevada | | 000-52703 | | 20-4939361 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification Number) |
| | | 1461 A. First Avenue, Suite 360 New York, NY 10021-2209 | | |
| | | (Address of principal executive offices) | | |
| | | (646) 845-1920 | | |
| | | (Registrant’s Telephone Number) | | |
With a copy to:
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, CO 80227
303.985.9324 (telephone)
303.988.6954 (facsimile)
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 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))
Explanatory Note: The Registrant is filing this amendment to the Form 8-K and Form 8-K/A filed on April 17, 2009 to provide further details regarding the terms of the Asset Purchase Agreement between the Registrant and Phoinos Oxford Lifesciences Limited for the purchase of three medical patents, as it relates to the issuance and voting rights of shares of common stock.
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective on April 15, 2009, the Board of Directors (the "Board") of Kinder Travel Inc., a Nevada corporation (the "Company") approved the execution of an asset purchase agreement dated April 15, 2009 (the “Agreement”) with Phoinos Oxford Lifesciences Limited, a company incorporated under the laws of the Federation of St. Kitts & Nevis (the “Seller”).
The Board of Directors has been engaged in discussions regarding strategic business operational planning. In furtherance of this strategic planning, the Board has been engaged in negotiations regarding a transaction in which the Company will acquire the right, title and interest in and to three separate medical patents owned by the Seller (collectively, the “Medical Patents”).
In accordance with the terms and provisions of the Agreement: (i) the Company will purchase the right, title and interest in and to the Medical Patents for a $75,000 (the “Purchase Price”); (ii) as payment of the Purchase Price for the Medical Patents, the Company shall place in escrow an aggregate of 250,000 shares of the Company’s restricted common stock valued at $0.30 per share (the “Shares”), which Shares are to be subsequently transferred to the Seller in ten (10) quarterly installments; and (iii) the Seller agrees to assign the voting rights of the Shares held in escrow to Global Developments Inc., an existing shareholder of the Company.
The Agreement is subject to due diligence to be conducted by the Company and Seller.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
| 10.1 | Asset Purchase Agreement dated April 15, 2009 between Kinder Travel, Inc. and Phoinos Oxford Lifesciences Limited (previously filed with Form 8-K on April 17, 2009) |
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 hereunto duly authorized.
| | KINDER TRAVEL INC. |
| DATE: May 25, 2009 | /s/ Aaron Whiteman |
| | Name: Aaron Whiteman Title: President |
