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
March 1, 2008
Date of Report (Date of earliest
event reported)
NEXTGEN BIOSCIENCE
INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-51935
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Not Applicable
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(State or other jurisdiction of
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|
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incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4th Floor, 36 Spital Square, London, E1 6DY,
England
(Address of principal executive offices)
+44(0)-207-247-8186
(Registrants telephone
number, including area code)
Check the appropriate box below if the Form 8-K 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))
FORWARD-LOOKING STATEMENTS
Much of the information included in this Current Report on Form
8-K (the Current Report) includes or is based upon estimates, projections or
other forward looking statements. Such forward looking statements include any
projections or estimates made by us and our management in connection with our
business operations. These statements relate to future events or our future
financial performance. In some cases you can identify forward-looking statements
by terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative of
those terms or other comparable terminology. While these forward-looking
statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any
estimates, predictions, projections, assumptions or other future performance
suggested herein. Such estimates, projections or other forward looking
statements involve various risks and uncertainties and other factors, including
the risks in the section titled Risk Factors below, that may cause our or our
Companys actual results, levels of activities, performance or achievements to
be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
those statements to actual results.
- 1 -
As used in this Current Report: (i) the terms the Company,
our company, we, us, our and NextGen refer to NextGen Bioscience Inc.,
(formerly InfraBlue (US) Inc.), a Nevada corporation, and its subsidiaries,
unless the context requires otherwise; and (ii) all dollar amounts refer to
United States dollars unless otherwise indicated.
SECTION 1 - REGISTRANTS BUSINESS AND OPERATIONS
Item 1.02
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Termination of a Material Definitive
Agreement
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Termination of Employment Agreement with Chief Executive
Officer
On January 31, 2008, we entered into an executive employment
agreement (the Employment Agreement) with Dr. Karen Elizabeth Jervis with
respect to the appointment of Dr. Jervis as an executive officer of the Company.
A copy of the Employment Agreement was filed as Exhibit 10.3 to our Current
Report on Form 8-K filed with the SEC on February 6, 2008.
Dr. Jervis has now resigned as our Chief Executive Officer with
effect from March 1, 2008. As a result of Dr. Jervis resignation as our Chief
Executive Officer, we have, with the mutual agreement of Dr. Jervis, terminated
the Employment Agreement. We have paid Dr. Jervis a full and final payment of
£3,750 for her services during the term of her employment with the Company.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02
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Departure of Directors or Certain Officers, Election
of Directors; Appointment of
Certain Officers; Compensatory
Arrangements of Certain Officers
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Dr. Karen Elizabeth Jervis has resigned as our Chief Executive
Officer with effect from March 1, 2008. We have appointed Konstantinos
Kardiasmenos, the Corporations President, Chief Financial Officer, Head of
Business Development, Secretary and Treasurer, as the Chief Executive Officer of
the Corporation to fill the vacancy created by the resignation of Dr.
Jervis.
The appointment of Mr. Kardiasmenos as our Chief Executive
Officer was approved by written consent resolutions of the board of directors of
the Company on March 1, 2008.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of businesses
acquired.
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None.
(b)
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Pro Forma Consolidated Financial
Statements.
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None.
None.
- 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.
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NEXTGEN BIOSCIENCE INC.
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/s/ Graham May
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Graham May
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Date: April
8
, 2008
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Chief Operating Officer
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