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)
April 7, 2010
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Innocent, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
333-150061 98-0585268
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(Commission File Number) (IRS Employer Identification No.)
2000 NE 22nd St.
Wilton Manors, FL 33305
(Address of principal executive offices)
(828) 489-9408
(Registrant's telephone number, including area code)
(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):
[x ] 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 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
1
Item 1.02 Termination of a Material Definitive Agreement
On April 7, 2010 Innocent Inc directed, that the initial funding of $880,000 US
being held in escrow by Dr. Vicente Sanchez Jaramillo a third party of the
initial agreement in Ecuador to acquire the rights of Miranda be returned. The
company decided to cancel its obligations and the terms of the initial agreement
assigned to Innocent Inc from Global Finish Inc. The company has received
notification from Dr. Jaramillo that said funds are being returned to the
original accounts as received. Global Finishing Inc has confirmed in writing
that said funds are the property of Innocent Inc and will be forwarded upon
receipt. The company has adjusted the general ledger to reflect return of funds
as a subscription receivable until received. Innocent Inc and Global Finishing
Inc agree that the existing agreement of mining rights concerning Miranda needs
more definitive terms, and as a result of the new mining laws that went into
effect on January 1, 2010, that it is in the best interest of all parties to
renegotiate the contract. It is expected that in the new agreement Innocent Inc
will be the direct designated benefactor of the Miranda Mineral Rights and that
upon the transfer of the $880,000 deposit funds, Innocent Inc will be the
registered holder of a percent to be determined, and this percent ownership and
necessary documents will be filed with the mining commission of Ecuador. We
expect this transaction to close within the next 90 days and at that time
Innocent Inc designated mining operators will operate in joint control with our
Miranda partners to exercise control of the funds spent on the expansion of
mining capabilities, extraction and general mining operations.
Item 5.02 (a) Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On April 12, 2010 the company received official written signed communication
that ENRIQUE J. Lopez de MESA was resigning as a Director of Innocent Inc and
the company accepted the resignation.
Item 5.02 (d) Departure of Directors or Principal Officers; Election of
Directors; Appointments of Principal Officers
On April 12, 2010, a majority of the shareholders of the company appointed the
following Director to the Company, effective as of equal date.
Marcus Mueller, 43 began international trading of various steel, building and
other products into Germany from Korea, France and China. In 1998 he joined
Klockner & Co. Group, recognized as the largest independent steel and metal
distributor by turnover worldwide. As VP Trade and Finance in Canada, he was
responsible for international sales & purchases (various products) and all
associated contractual, financial, logistics and taxation requirements. In 2005
he established Trading House Worldwide Corp., which provides consulting services
to the steel & iron ore industry as well as international trading in steel from
Asia, Egypt and Europe into NAFTA, as well as raw material and metal scrap
trading in international markets. Consulting services include negotiating
off-take agreements for iron ore, carbonites such as coking coal, thermal coal
and graphite, limestone and a variety of other products. He is also member of
the board of M Iron Nuggets Inc., M Classical Gold Corp., MD and President of
CO2MMODITIES INC, and the Metal Search Inc.
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.
Innocent, Inc.
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(Registrant)
/s/ Wayne Doss
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Wayne Doss
President, Chief Executive
Officer, and Director
Dated: April 14, 2010
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