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)
July 11, 2012
POLY SHIELD TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-33309
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33-0953557
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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433 Plaza Real, Suite 275
Boca Raton, FL
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33432
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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1-800-648-4287
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GLOBETRAC INC.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On June 29, 2012, GlobeTrac Inc. (now “Poly Shield Technologies Inc.”, the “Company”) entered into separate loan agreements with Quarry Bay Capital LLC in respect of advances of CDN $40,000, CDN $100,000 and CDN $50,000 made by Quarry Bay to the Company on April 27, May 25 and June 29, 2012.
Under the terms of each of the loan agreements, the amounts owing are unsecured, payable on demand and earn interest at rate of 6% per annum, calculated and compounded monthly.
Copies of the loan agreements are attached as exhibits to this report.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
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ITEM 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
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Name Change and 1-for-3 Reverse Stock Split
Effective July 11, 2012, GlobeTrac Inc. (“the Company”) changed its name to “Poly Shield Technologies Inc.” (the “Name Change”).
Also effective July 11, 2012, the Company effected a consolidation of its issued and outstanding common stock on a one-for-three basis (the “Reverse Split”), without decreasing its authorized capital. Accordingly, the Company’s issued and outstanding shares were decreased from 100,183,198 shares of common stock to approximately 33,394,400 shares of common stock (not accounting for fractional share interests being rounded up to the next whole number).
The Name Change and Reverse Split were approved by shareholders of the Company owning approximately 53.23% of the outstanding common stock of the Company on May 14, 2012.
As a result of the Name Change and the Reverse Split, the Company’s common stock will trade under the symbol “GBTRD” for a period of 20 trading days beginning July 12, 2012. After 20 trading days, the appended “D” will be dropped from the Company’s symbol.
A copy of the Company’s file-stamped Certificate of Amendment is attached as an exhibit to this report.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
Exhibits
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3.1
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Certificate of Amendment to Certificate of Incorporation changing the Company’s name from GlobeTrac Inc. to Poly Shield Technologies Inc.
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10.1
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Loan Agreement dated June 29, 2012 in respect of the principal sum of CDN $40,000 between the GlobeTrac Inc. and Quarry Bay Capital LLC
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10.2
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Loan Agreement dated June 29, 2012 in respect of the principal sum of CDN $100,000 between GlobeTrac Inc. and Quarry Bay Capital LLC
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10.3
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Loan Agreement dated June 29, 2012 in respect of the principal sum of CDN $50,000 between GlobeTrac Inc. and Quarry Bay Capital LLC
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SIGNATURE
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.
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POLY SHIELD TECHNOLOGIES INC.
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Date: July 12, 2012
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By:
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Mitchell Miller”
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MITCHELL R. MILLER
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President, C.E.O.
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Exhibit 3.1
Exhibit 10.1
LOAN AGREEMENT
June 29, 2012
Quarry Bay Capital LLC.
(the “Lender”) of Suite 600, 1201 Orange Street, Wilmington, DE, 19899-0511, advanced
CDN$40,000
(the “Principal Sum”) to GlobeTrac, Inc. (the “Borrower”) of Suite 610, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6. The Lender advanced the funds on April 27, 2012.
The lender hereby agrees to advance to Borrower the principal amount of CDN$40,000 (the “Principal Sum”) on or before April 27, 2012.
The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) from April 27, 2012. The Borrower is liable for repayment for the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.
The Borrower will evidence the debt and its repayment of the Principal Sum with a promissory note (the “Note”) in the attached form.
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LENDER
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BORROWER
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Quarry Bay Capital LLC
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GlobeTrac, Inc.
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Per:
/s/ Thomas Sharp
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Per:
/s/ John da Costa
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Authorized Signatory
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Authorized Signatory
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PROMISSORY NOTE
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Principal Amount:
CDN$40,000
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June 29, 2012
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For value received
GlobeTrac, Inc., (the “Borrower”) promises to pay to the order of Quarry Bay Capital LLC.
(the “Lender”) the sum of $40,000 lawful money of Canada (the “Principal Sum”) from April 27, 2012 (“Effective Date”) both before and after maturity, default and judgment.
The Borrower may repay the Principal Sum in whole or in part at any time without penalty.
This promissory note is payable on demand.
For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.17% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.
The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.
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BORROWER
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GlobeTrac, Inc.
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Per:
/s/ John da Costa
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Authorized Signatory
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Exhibit 10.2
LOAN AGREEMENT
June 29, 2012
Quarry Bay Capital LLC.
(the “Lender”) of Suite 600, 1201 Orange Street, Wilmington, DE, 19899-0511, advanced
CDN$100,000
(the “Principal Sum”) to GlobeTrac, Inc. (the “Borrower”) of Suite 610, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6. The Lender advanced the funds on May 25, 2012.
The lender hereby agrees to advance to Borrower the principal amount of CDN$100,000 (the “Principal Sum”) on or before May 25, 2012.
The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) from May 25, 2012. The Borrower is liable for repayment for the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.
The Borrower will evidence the debt and its repayment of the Principal Sum with a promissory note (the “Note”) in the attached form.
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LENDER
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BORROWER
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Quarry Bay Capital LLC
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GlobeTrac, Inc.
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Per:
/s/ Thomas Sharp
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Per:
/s/ John da Costa
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Authorized Signatory
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Authorized Signatory
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PROMISSORY NOTE
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Principal Amount:
CDN$100,000
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June 29, 2012
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For value received
GlobeTrac, Inc., (the “Borrower”) promises to pay to the order of Quarry Bay Capital LLC.
(the “Lender”) the sum of $100,000 lawful money of Canada (the “Principal Sum”) from May 25, 2012 (“Effective Date”) both before and after maturity, default and judgment.
The Borrower may repay the Principal Sum in whole or in part at any time without penalty.
This promissory note is payable on demand.
For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.17% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.
The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.
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BORROWER
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GlobeTrac, Inc.
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Per:
/s/ John da Costa
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Authorized Signatory
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Exhibit 10.3
LOAN AGREEMENT
June 29, 2012
Quarry Bay Capital LLC.
(the “Lender”) of Suite 600, 1201 Orange Street, Wilmington, DE, 19899-0511, advanced
CDN$50,000
(the “Principal Sum”) to GlobeTrac, Inc. (the “Borrower”) of Suite 610, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6. The Lender advanced the funds on June 29, 2012.
The lender hereby agrees to advance to Borrower the principal amount of CDN$50,000 (the “Principal Sum”) on or before June 29, 2012.
The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) from June 29, 2012. The Borrower is liable for repayment for the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.
The Borrower will evidence the debt and its repayment of the Principal Sum with a promissory note (the “Note”) in the attached form.
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LENDER
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BORROWER
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Quarry Bay Capital LLC
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GlobeTrac, Inc.
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Per:
/s/ Thomas Sharp
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Per:
/s/ John da Costa
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Authorized Signatory
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Authorized Signatory
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PROMISSORY NOTE
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Principal Amount:
CDN$50,000
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June 29, 2012
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For value received
GlobeTrac, Inc., (the “Borrower”) promises to pay to the order of Quarry Bay Capital LLC.
(the “Lender”) the sum of $50,000 lawful money of Canada (the “Principal Sum”) from June 29, 2012 (“Effective Date”) both before and after maturity, default and judgment.
The Borrower may repay the Principal Sum in whole or in part at any time without penalty.
This promissory note is payable on demand.
For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.17% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.
The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.
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BORROWER
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GlobeTrac, Inc.
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Per:
/s/ John da Costa
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Authorized Signatory
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