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) November 5, 2010
ATHERON INC.
(Exact name of
registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation)
333-138189
(Commission File Number)
N/A
(IRS Employer Identification No.)
5614C Burbank Road SE,
Calgary, Alberta, T2H
1Z4
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code : 1-800-508-6149
3598 Durango St. Palanan,
Makati City 1235,
Philippines
(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 (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))
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On November 5, 2010, Rick Walchuk, the sole director and officer of Atheron Inc. (the “Company”), acquired a total 1,250,000 shares of the Company’s common stock from Susanna Hilario and Rey V. Supera, the Company’s former directors and officers, in a private transaction for an aggregate total of $50,000. The funds used for this share purchase were Mr. Walchuk’s personal funds. Mr. Walchuk’s 1,250,000 shares amount to approximately 58% of the Company’s currently issued and outstanding common stock.
As part of the sale of their shares Ms. Hilario and Mr. Supera agreed to extinguish all debts owed to them by the Company. A copy of the release of debt and liabilities for both Ms. Hilario and Mr. Supera are attached hereto as exhibits.
Also on November 5, 2010, Susanna Hilario resigned as a director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and Rey V. Supera resigned as director and Chief Technology Officer of our company. In connection with the resignations, Rick Walchuk was appointed as our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary and as a director. Mr. Walchuk is now the sole member of our board of directors and also our sole officer.
Business Experience:
Mr. Rick Walchuk, 54, attended the University of Saskatchewan, College of Commerce, Saskatoon Campus. From 1980 until March 2004 Mr. Walchuk was employed as a financial advisor in Alberta, Canada. In April 2004 Mr. Walchuk was appointed as the CEO of a startup biotech company in Athens, Greece, a position he held until July 2004. Mr. Walchuk then served as a consultant to various public companies until December 2006, when he joined Bruca Trading Ltd., a private consulting company in Athens, Greece. Since March 14, 2007, Mr. Walchuk has acted as the director, President and CEO of Viosolar Inc., a company engaged in the construction, management and operation of solar parks in Greece and throughout other South and South Eastern European Union countries. Mr. Walchuk was chosen to be our directors due to his extensive background in venture capital, investor relations and corporate governance.
There have been no transactions between the Company and Mr. Walchuk since the Company’s last fiscal year which would be required to be reported herein. Viosolar Inc., a company for which Mr. Walchuk acts as director, President and CEO has a class of securities registered under Section 12 of the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | |
| 10.2 |
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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.
ATHERON INC.
/s/ Rick Walchuk
Rick Walchuk
President
Date: November 8, 2010
RELEASE
KNOW ALL MEN BY THESE PRESENTS that Susanna Hilario, (“ Hilario ”), for good and valuable consideration, including but not limited to the consummation of a sale of her shares in Atheron, Inc. (“ ATHERON ”), the receipt and sufficiency of which consideration is hereby acknowledged, agrees as follows:
1. Hilario hereby remises, releases and forever discharges ATHERON and its assigns, employees and servants, and, where applicable, the executors, administrators, successors and assigns from any and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, claims, demands and obligations whatsoever, at law or in equity, which Hilario may have had or now have or which her assigns, receivers, receiver-managers, trustees, affiliates, and, where applicable, the heirs, executors, administrators, successors and assigns of her hereafter can, shall or may have existing up to the present time by reason of any matter cause or thing whatsoever relating to or arising out of the relationship between the Hilario and ATHERON relating to, arising out of or in connection with any and all dealings between the parties to the date hereof.
2. Notwithstanding the above provision and for greater clarification, this Release does not apply to any claims that may arise after the date of this Release.
3. It is understood and agreed that Hilario shall not commence or continue any claims or proceedings against anyone in respect of anything hereby released which may result in a claim or proceedings against ATHERON. If any such claim or proceeding results in any claim or proceeding against ATHERON, then the party bringing such claim or proceeding shall indemnify and save harmless the other party from all resulting liabilities, obligations and costs.
4. Hilario hereby represents that she is the only party entitled to the consideration expressed in this Release, and has not assigned any right of action released hereby to any other firm, corporation or person.
5. Hilario acknowledges that she has read this document and fully understands the terms of this Release, and acknowledges that this Release has been executed voluntarily after receiving independent legal advice.
6. This Release is governed by the laws of Nevada, and the parties attorn to the jurisdiction of the Courts of Nevada with regard to any dispute arising out of this Release.
7. Execution and delivery of this document by fax shall constitute effective execution and delivery. Execution of this document by a corporation shall be effective notwithstanding that its corporate seal is not affixed hereto.
DATED for reference November 5, 2010.
| /s/Susanna Hilario | |
| SUSANNA HILARIO |
RELEASE
KNOW ALL MEN BY THESE PRESENTS that Rey V. Supera, (“ Supera ”), for good and valuable consideration, including but not limited to the consummation of a sale of his shares in Atheron, Inc. (“ ATHERON ”), the receipt and sufficiency of which consideration is hereby acknowledged, agrees as follows:
1. Supera hereby remises, releases and forever discharges ATHERON and its assigns, employees and servants, and, where applicable, the executors, administrators, successors and assigns from any and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, claims, demands and obligations whatsoever, at law or in equity, which Supera may have had or now have or which her assigns, receivers, receiver-managers, trustees, affiliates, and, where applicable, the heirs, executors, administrators, successors and assigns of her hereafter can, shall or may have existing up to the present time by reason of any matter cause or thing whatsoever relating to or arising out of the relationship between the Supera and ATHERON relating to, arising out of or in connection with any and all dealings between the parties to the date hereof.
2. Notwithstanding the above provision and for greater clarification, this Release does not apply to any claims that may arise after the date of this Release.
3. It is understood and agreed that Supera shall not commence or continue any claims or proceedings against anyone in respect of anything hereby released which may result in a claim or proceedings against ATHERON. If any such claim or proceeding results in any claim or proceeding against ATHERON, then the party bringing such claim or proceeding shall indemnify and save harmless the other party from all resulting liabilities, obligations and costs.
4. Supera hereby represents that he is the only party entitled to the consideration expressed in this Release, and has not assigned any right of action released hereby to any other firm, corporation or person.
5. Supera acknowledges that he has read this document and fully understands the terms of this Release, and acknowledges that this Release has been executed voluntarily after receiving independent legal advice.
6. This Release is governed by the laws of Nevada, and the parties attorn to the jurisdiction of the Courts of Nevada with regard to any dispute arising out of this Release.
7. Execution and delivery of this document by fax shall constitute effective execution and delivery. Execution of this document by a corporation shall be effective notwithstanding that its corporate seal is not affixed hereto.
DATED for reference November 5, 2010.
| /s/Rey V. Supera | |
| REY V. SUPERA |