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Attachment 1
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 5,
2009
BOATATOPIA
(Exact
name of registrant as specified in its charter)
|
Nevada
|
001-34070
|
20-8273426
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
2514
Via De Pallon Circle
Henderson, Nevada
|
89074
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (702)
866-5835
Copies
of Communications to:
Stoecklein
Law Group
402
West Broadway, Suite 690
San
Diego, CA 92101
(619)
704-1310
Fax
(619) 704-1325
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 (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
1- Registrant’s Business and Operations
Item
1.02 Termination of a Material Definitive Agreement
On
December 29, 2008, the Registrant entered into a reverse triangular merger by
and among Boatatopia Sub Corp. (“BSC”), a wholly owned subsidiary of the
Registrant, and V2P Communications, Inc., a Nevada corporation (“V2P”), the
constituent entities, whereby the Registrant agreed to issue 16,000,000 shares
of its 144 restricted common stock in exchange for 100% of V2P’s outstanding
common stock upon the Merger becoming effective. Subject to the terms and
conditions set forth in the Merger Agreement, the Merger was anticipated to
become effective on January 30, 2009; however, V2P was unable to meet the
specified conditions of the Merger Agreement. Therefore, the Merger
Agreement with V2P has been terminated and no shares were issued. A
copy of the termination letter is attached hereto as Exhibit 99.
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointments of Principal Officers
(b) Resignation of Director
and Officers
In
connection with the Merger Agreement being terminated, on March 5, 2009, Mr.
Deeb and Mr. Knox resigned from the Registrant’s Board of Directors and also
resigned as officers of the Registrant. Mr. Kurn also resigned from
the Registrant’s Board of Directors on March 5, 2009.
(c) Appointment of
Officers
Upon the resignation of Messrs. Deeb
and Knox, Mr. Causey has agreed to be reappointed to the Registrant’s Board of
Directors and serve as the Registrant’s sole officer.
Stephen
N. Causey age 61 is currently the President, Secretary/Treasurer,
Director and founder of Boatatopia from January 16, 2007 to
present. Mr. Causey has owned boats throughout his working career and
is the founder of Boatatopia, combining both his boating experience and
advertising and marketing experience. Mr. Causey holds a B.A. in English from
Arizona State University. Primary responsibilities were new ventures and company
growth.
(d) Appointment of
Director
Upon
the resignation of Messrs. Deeb and Knox, the Board of Directors appointed Mr.
Stephen Causey to serve as the sole director of the
Registrant. Currently, the Registrant does not have separate
committees within the Board of Directors such as an Audit, Nominating, or
Governance committees due to having limited resources. Therefore, Mr.
Causey will participate with the Registrant’s entire board of directors in
performing some of the functions associated with these separate
committees. Additionally, as a result of having limited resources the
Registrant does not currently have an established compensation package for board
members.
1
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
|
Exhibit Number
|
Description
|
|
99
|
Termination
Letter from V2P Communications,
Inc.
|
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.
Boatatopia
By: /s/ Stephen
Causey__________
Date:
March 9,
2009 Stephen
Causey, President
3