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: September 22, 2004
YAAK RIVER RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-30489 84-1097796
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
423 Baybridge Drive, Sugarland, TX 77478
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(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 242-7656
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):
|_| 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 1.01 Entry into a Material Definitive Agreement
The Company entered into a Plan and Agreement with Lifeline Nutraceuticals
Corp. whereby Lifeline Nutraceuticals Corp. agreed to propose to its shareholder
an exchange of the outstanding shares of Lifeline stock for 95% of the issued
and outstanding shares of Yaak River Resources, Inc. on a post reverse split
basis (assuming all of the Lifeline shareholders participate). The Plan and
Agreement contains a number of conditions precedent to closing. Lifeline note
holders will become creditors of Yaak following the completion of the
transaction. The two members of the Yaak Board of directors will appoint two
persons designated by Lifeline to the Board, and the two Yaak directors will
remain on the Yaak Board until their resignation or their successors have been
duly elected. The tow directors to be appointed at the request of Lifeline are
expected to be William Driscoll and Paul Myhill, both founders of Lifeline.
Management of YAAK will resign and the new Board of Directors will appoint the
officers (expected to be Messrs. Driscoll as President, secretary and
treasurer).
The Company also expects to enter into employment agreements with each of its
new officers. Following the completion of the reorganization, the Company
expects to call a meeting of its shareholders for the purpose of electing
directors, approving a conveyance of the Company's real property owned in
Victor, Colorado to an affiliated shareholder in satisfaction of debt, to
consider adopting amended and Restated Articles of INcorporation, and to take
other actions that will be described in a Proxy Statement.
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 - Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Company is immediately hereafter amending the Articles of Incorporation
to change the name to Lifeline Therapeutics, Inc. and effectuating a reverse
split of the issued and outstanding shares on a one for 68 basis.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
On June 24, 2004, the shareholders of the Company approved a one for
sixty-eight reverse split of the Company's common stock. Also on June 24, 2004,
the shareholders approved a name change from Yaak River Resources, Inc. to
a name to be determined by the Board of Directors. The Board has approved
changing the name to Lifeline Therapeutics, Inc.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - None
B. Exhibits: 10.1 Agreement and Plan of Reorganization
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 thereunto duly authorized.
Date: September 23, 2004
YAAK RIVER RESOURCES, INC.
By: /s/ Blaize Kaduru
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Blaize Kaduru, CEO/President