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: March 31, 2005
Embryo Development Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-27028 13-3832099
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
305 Madison Avenue, New York, NY 10165
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Address of principal executive offices (Zip Code)
Registrant's telephone number including area code (212) 808-0607
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(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:
[ ] 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
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4c)
INFORMATION TO BE INCLUDED IN THE REPORT
The information in this Form 8-K Current Report is furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section, nor shall it be deemed incorporated by reference in any filing
of the Registrant under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such a
filing.
Item 1.02 Termination of a Material Definitive Agreement
On March 30, 2005, Registrant terminated its efforts to complete a definitive
merger agreement with AES Management Buyout Corp., a Delaware corporation
("AMBO"), which had been contemplated by an August 4, 2004 letter of intent.
Registrant provided written notice of termination because AMBO had not, in a
timely manner, satisfactorily cured defaults on certain of its outstanding
indebtedness owing to a third party.
Registrant will recommence its efforts to pursue other business opportunities,
including potential mergers and acquisitions.
Item 8.01 Other Events
Registrant had previously advanced $300,000 to AMBO under a secured promissory
note. Registrant has notified AMBO that in accordance with the instruments
governing payment of the funds advanced, the maturity date of the $300,000 and
accrued interest is accelerated and such amounts are due and payable on April
15, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registration has duly caused this report to be singed on its behalf
by the undersigned hereunto duly authorized.
EMBRYO DEVELOPMENT CORP.
By:/s/Matthew Harriton
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Matthew Harriton
Chief Executive Officer
Dated March 31, 2005