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REMMINGTON ENTERPRISES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Change in Shell Company Status, Financial Statements and Exhibits

June 6, 2014

Item 1.01 Entry into a Material Definitive Agreement

On May 2, 2014, Remmington Enterprises, Inc., a Nevada corporation (the "Company"), entered into a Share Exchange Agreement (the "Exchange Agreement") with Mitovie Pharma Europe Ltd., a privately held company incorporated under the laws of Scotland ("Mitovie") and the shareholders of Mitovie. As a result of the transaction (the "Exchange"), Mitovie became a wholly-owned subsidiary of the Company. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 12,280,000 shares of the Company's common stock were issued to the holders of Mitovie's common stock in exchange for their shares of Mitovie. Each of the Company, Mitovie and the shareholders of Mitovie provided customary representations and warranties, pre-closing covenants and closing conditions in the Exchange Agreement.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Exchange Agreement, which is filed as Exhibit 2.1 to this report and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The Company completed the acquisition of Mitovie pursuant to the Exchange Agreement, under the terms of which, the shareholders of Mitovie received 12,280,000 shares of the Company's common stock in exchange for 100% of the outstanding capital stock of Mitovie.

Pre-Exchange stockholders of Mitovie will be required to exchange their existing stock certificates for the Company's certificates. The Company's common stock is currently quoted on the OTCQB operated by OTC Markets Group, Inc. under the symbol RMMG.

The Exchange and its related transactions were approved by the holders of a requisite number of shares of Mitovie's common stock.

The Exchange is being accounted for as a reverse acquisition and recapitalization. Mitovie is the acquirer for accounting purposes and the Company is the issuer. Accordingly, Mitovie's historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the Exchange. The accumulated deficit of Mitovie is carried forward after the acquisition. Operations prior to the Exchange are those of Mitovie. Earnings per share for the period prior to the Exchange are restated to reflect the equivalent number of shares outstanding.

Upon the closing of the Exchange, Han Morgan Van Niekerk resigned as President, Secretary, Chief Executive Officer and Chief Financial Officer of the Company and the sole director of the Company. Michael Richard Hawthorne was appointed as Chief Executive Officer and President, Lorna Peers was appointed Chief Financial Officer, Secretary and Treasurer, and Vinod Kaushal was appointed as Chairman. Simultaneous with the closing, Michael Richard Hawthorne, Lorna Peers and Vinod Kaushal were appointed as directors.

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There were 15,505,000 shares of the Company's common stock outstanding before giving effect to the stock issuances in the Exchange. Immediately following the Exchange, the Company's majority shareholder, ES Partners, Ltd., cancelled its 12,050,000 shares. Following these transactions, there were 15,280,000 shares outstanding, including:

Shares: Held By: 12,280,000 Mitovie Shareholders 3,000,000 Existing Company Shareholders



Prior to the Exchange, there were no material relationships between the Company and Mitovie, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors, other than as disclosed in this Current Report.

The shares issued in the Exchange were not registered under the Securities Act, but were issued in reliance upon the exemption from registration provided by Regulation S of the Securities Act of 1933, as amended.

The Company intends to carry on the business of Mitovie, as its primary line of business. The Company has relocated its principal executive offices to BioCity Scotland, Newhouse, Lanarkshire ML1 5UH, UK and its telephone number is +44 1698 53 9797.

After the Exchange, the Company intends to change its name to Altovida Pharma, Inc . Unless the context otherwise requires, hereafter in this Current Report the terms "Mitovie," "the Company," "we", "us" or "our" refer to Remmington Enterprises, Inc. (to be named Altovida Pharma, Inc.), after giving effect to the Exchange.

DESCRIPTION OF BUSINESS Forward Looking Statements



Some of the statements contained in this Form 8-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On May 2, 2014, the Company sold a promissory note in the principal amount of $419,000 (the "Note"). The Note accrue interest at the rate of 6% per annum and is due and payable on the earlier of (i) the fourth anniversary of the date of this Note, (ii) upon the occurrence of fundraising of at least $8,400,000, sale of assets or change of control, or (iii) when, upon or after the occurrence of an event of default, such amounts are declared due and payable by the holder or made automatically due and payable in accordance with the terms hereof.

The foregoing is a summary description of the terms and conditions of the sale of the Note and does not purport to be complete and is qualified in its entirety by reference to the form of Note, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Items 1.01, 2.01 and 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

On May 2, 2014, the Company sold 69,833 shares of its common stock to an accredited investor at $6.00 per share for total proceeds of $418,998. The shares were issued pursuant to the exemption from registration found in Regulation S, promulgated under the Securities Act of 1933, as amended.

Item 5.01 Changes in Control of Registrant.

The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Upon the closing of the Exchange on May 2, 2014, Hans Morgan Van Nielerk resigned as Chief Executive Officer of the Company and as a member of the board of directors, and simultaneously therewith Michael Richard Hawthorne was appointed as President, Chief Executive Officer and a member of the Board of Directors, Lorna Peers was appointed as Chief Financial Officer, Treasurer, Secretary and a member of the Board of Directors, and Vinod Kaushal was appointed as Chairman and a member of the Board of Directors.

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Item 5.06 Change in Shell Company Status.

The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Following the consummation of the Exchange describer in Item 2.01 of this Current Report on Form 8-K, the Company believes that it is not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Audited Financial Statements of Mitovie.

(b) Pro forma financial information.

Pro forma financial statements

(d) Exhibits. All exhibits are filed herewith unless otherwise indicated.

Exhibit Description Number 2.1 Share Exchange Agreement, dated May 2, 2014 2.2 Lock-up Agreement 3.1 Articles of Incorporation(1) 3.2 Bylaws(1) 10.1 Promissory Note, dated May 2, 2014 10.2 Service Agreement, dated March 1, 2014 10.3 Service Agreement, dated March 1, 2014 10.4 Service Agreement, dated Match 1, 2014 99.1 Balance sheets of Mitovie as of March 31, 2014 and the related



statements of operations, statements of shareholder's deficit and cash

flows for the period from inception to March 31, 2014 99.2 Financial Statements for Remmington Enterprises, Inc. as of April 24,

2014

99.3 Pro forma financial information for April 24, 2014

(1) Incorporated by reference on Form S-1 of the Company's Registration Statement

filed on September 8, 2011.


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Source: Edgar Glimpses


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