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
Date of Report (Date of earliest event reported): March 9, 2011
SUNRIDGE INTERNATIONAL, iNC.
(Exact name of registrant as specified in its charter)
Nevada 001-31669 98-0348905
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
16857 E. Saguaro Blvd.
Fountain Hills, Arizona 85268
(Address of principal executive offices) (Zip Code)
(480) 837-6165
(Registrant's telephone number, including area code)
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 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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(c) The Company has announced that Charles B. Mathews, 47, has been
appointed to serve as Chief Financial Officer of the Company, effective March 7,
2011.
Mr. Mathews brings more than 18 years of accounting and management
experience to the Company. He serves as the managing principal of Mathews &
Mann, LLC, an accounting and business consulting firm in Phoenix, Arizona. Mr.
Mathews is CFO at Global Entertainment Corporation, a public company that,
through its subsidiaries, operates as an integrated event and entertainment
company in the United States. From December 2007 to March 2009, Mr. Mathews was
Interim CFO of Education 2020, a virtual education company focused on students
in grades 6-12. From March 2004 to November 2007, Mr. Mathews was Executive Vice
President and Chief Financial Officer of Quepasa Corporation, a publicly traded
leading Hispanic internet portal. Mr. Mathews has extensive experience in
helping companies with turn-around situations and corporate restructuring. Mr.
Mathews, a Certified Public Accountant, has a B.A. in Business Administration
from Alaska Pacific University and an M.B.A. from Arizona State University.
There are no arrangements or understandings between Mr. Mathews and any
other person pursuant to which Mr. Mathews was selected to serve as Chief
Financial Officer of the Company. There are no family relationships between Mr.
Mathews and any director or executive officer of the Company. There has been no
transaction, nor are there any proposed transactions, between the Company and
Mr. Mathews that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
The Company and Mr. Mathews entered into an engagement letter dated March
8, 2011, which provides that Mr. Mathews shall provide certain services for the
Company with an initial base compensation of $3,000 per month and 100,000 shares
of the Company's common stock. Mr. Mathews will be eligible for expense and
travel reimbursement consistent with the Company's other employees.
A copy of the press release announcing Mr. Mathews' appointment is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form
8-K:
Exhibit
Number Description
------ -----------
99.1 Press release dated March 9, 2011.
2
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.
SUNRIDGE INTERNATIONAL, INC.
Date: March 9, 2011 By: /s/ G. Richard Smith
-------------------------------------
G. Richard Smith
President and Chief Executive Officer
3