UNITED STATES
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
June 4, 2009
Date of Report (Date of earliest event reported)
QUARTZ VENTURES INC.
(Exact name of registrant as specified in its charter)
Nevada 333-152754 71-1029846
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
29115 North 144th Street
Scottsdale, Arizona 85262
(Address of principal executive offices) (Zip Code)
(480) 229-3668
Registrant's telephone number, including area code
723 Kincora Bay NW, Calgary, Alberta, Canada T3R 0B1
(Former name of address, if changedsince last report)
Check the appropriate box below if the Form 8-K 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
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))
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective on June 4, 2009, the Board of Directors (the "Board") of Quartz
Ventures Inc., a Nevada corporation (the "Company") accepted the resignation of
Fred DaSilvia as the President/Chief Exeuctive Officer/Treasurer/Secretary/Chief
Financial Officer and as a member of the Company's Board of Directors. The
shareholders of the Company pursuant to written consent of shareholders dated
June 4, 2009 removed Rick Shykora as a member of the Company's Board of
Directors. Effecitve as of June 4, 2009, the Board of Directors accepted the
consent of George Polyhronopoulos to act as the President/Chief Executive
Officer/Treasurer/Secretary/Chief Financial Officer and as a member of the Board
of Directors. In accordance with a wrriten consent of resolutions of the Board
of Directors unanimously signed by all the members of the Board of Directors of
the Company, Mr. Polyhronopoulos was duly appointed as the President/Chief
Executive Officer/Secretary/Treasurer/Chief Financial Officer and a member of
the Board of Directors. Therefore, as of the date of this Current Report, the
Company's Board of Directors is comprised of Georgios Polyhronopoulos.
BIOGRAPHY
GEORGIOS POLYHRONOPOULOS. During the past seven years, Mr. Polyhronopoulos has
been the president and sole shareholder of Aegean Capital Management Corp, which
is a private money management firm. Since 2002, Mr. Polyhronopoulos has been the
president of Exo Performance Armor Ltd., a private corporation. Since June 2008,
Mr Polyhronopoulos has also been president and director of Healthmed Services
Ltd., which is a reporting company whose shares are quoted on the
Over-the-Counter Bulletin Board.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Effective on June 4, 2009, there was a change in control of the Company. In
accordance with a verbal arrangement between the Company and a certain
shareholder, Glenn Ennis, who is the record holder of an aggregate of 3,000,000
shares of restricted common stock (55.1% of the total issued and outstanding),
Mr. Ennis returned to the Company the 3,000,000 shares of common stock. The
share certificate issued to Mr. Ennis was cancelled and the 3,000,000 shares of
common stock were returned to treasury.
Effective as of June 4, 2009, Mr. Polyhronopoulos acquired an aggregate of
3,000,000 shares of restricted common stock of the Company in consideration of
$25,000.00 in accordance with the terms and provisions of a subscription
agreement. The shares were acquired under the transactional exemption of Section
4(2) of the Securities Act of 1933, as amended.
As of the date of this Report, the following table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by our current director and executive officer. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated. As of the date of
this Report, there are 5,440,000 shares of common stock issued and outstanding.
2
Name and Address Amount and Nature Percentage of
of Beneficial Owner(1) of Beneficial Ownership(1) Beneficial Ownership
- ---------------------- -------------------------- --------------------
Directors and Officers:
Georgios Polyhronopoulos 3,000,000 55.1%
29115 North 144th Street
Scottsdale, Arizona 85262
All executive officers and
directors as a group (1 person) 3,000,000 55.1%
- ----------
(1) Under Rule 1d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Annual Report. As of the date of this Report, there are
5,440,000 shares issued and outstanding.
3
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.
QUARTZ VENTURES INC.
DATE: June 29, 2009 /s/ Georgios Polyhronopoulos
---------------------------------
Name: Georgios Polyhronopoulos
Title: President/Chief Executive Officer
4