UNITED STATES
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): SEPTEMBER 1, 2004
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GLOBAL LIFE SCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
000-33333 37-9374101
(Commission File Number) (IRS Employer Identification No.)
555 WEST FIFTH STREET, SUITE 3000, LOS ANGELES, CALIFORNIA 90013
(Address of Principal Executive Offices) (Zip Code)
(213) 533-4110
(Registrant's Telephone Number, Including Area Code)
2020 MAIN STREET, SUITE 600, IRVINE, CALIFORNIA, 92606
(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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a.12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 140.14d-2(b))
ITEM 8.01. OTHER EVENTS.
We executed a Mutual Rescission Agreement (the "Rescission Agreement") on
September 1, 2004, that was effective as of August 26, 2003, with Prof. Dr. Dr.
Hans-Jurgen Reimann ("Prof. Reimann") and Dr. Antje Reimann ("Dr. Reimann").
Pursuant to the terms of the Rescission Agreement, we rescinded the Asset
Purchase and Sale Agreement that, effective as of September 22, 2003, we had
entered with Prof. Reimann and Dr. Reimann, whereby, as of that date, we
believed that we had acquired, from Prof. Reimann and Dr. Reimann, the medical
business assets and related intellectual property (the "Assets and Business") of
a medical laboratory and service provider, doing business as the Internationale
Fachklinik.
Pursuant to the terms and conditions of the Rescission Agreement, (i)
the Asset Purchase and Sale Agreement and all agreements entered into by and
among the parties to it in connection with it (collectively, the "Purchase
Agreements") were rescinded as of September 22, 2003, (ii) are deemed to have
been of no force or effect as if each of the Purchase Agreements had never been
executed and delivered, and (iii) Prof. Reimann, Dr. Reimann, and we are now
restored to the position each of us was in immediately prior to the execution of
each of the Purchase Agreements. In connection with the rescission, and
effective as of September 22, 2003, (i) the 26,500,000 shares of our common
stock that were issued in connection with the Purchase Agreements have been
cancelled, (ii) the 3,500,000 options to purchase shares of our common stock
that were granted in connection with the Purchase Agreements have been
cancelled, (iii) certain additional shares of our common stock that were issued
and sold to various persons subsequent to September 22, 2003, have been
cancelled, and (iv) any and all of our rights in and to the Assets and Business
have been returned to Prof. Reimann and Dr. Reimann.
As of September 2, 2004, Thomas Kuspert resigned as our chief financial
officer and a director.
As a result of the Rescission Agreement, our Current Report on Form
8-K, filed with the Securities and Exchange Commission on November 5, 2003, and
our amendment to that Current Report on Form 8-K/A, filed on March 4, 2004,
which included financial statements prepared by Frank Kisch, on behalf of Prof.
Reimann and Dr. Reimann in respect of the Assets and Business, are hereby deemed
to be of no force or effect and are superseded by this Current Report.
On September 2, 2004, we filed a Certification and Notice of
Termination of Registration under Section 12(g) of the Securities Exchange Act
of 1934 on Form 15 with the Securities and Exchange Commission.
On September 2, 2004, we issued a press release concerning the
rescission, the resignation, and the Form 15 filing. A copy of the Rescission
Agreement is filed herewith as Exhibit 10.1 and a copy of the press release is
filed herewith as Exhibit 99.1.
ITEM 9.01(C) EXHIBITS.
10.1 Mutual Rescission Agreement.
99.1 Press Release, dated September 2, 2004.
SIGNATURE
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.
Date: September 2, 2004 GLOBAL LIFE SCIENCES, INC.
By: /s/ William Bosso
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William Bosso
President