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): January 14, 2011
| Organic
Sales and Marketing, Inc. |
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(Exact name of
registrant as specified in its charter)
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Delaware
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0-3338
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33-1069593
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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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| 114 Broadway, Raynham, MA |
02767
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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: 508-823-1117
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form S-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-1.2 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
November 8th, 2010,
Registrant and Land O'Lakes/Purina Feed LLC of Shoreview, Minnesota, signed an
agreement that designates Registrant as an Agent to sell organic fertilizer
products for Land O'Lakes/Purina Feed LLC in the United States and Canada
through July 31st,
2011 and automatically renew on an annual basis for one year periods. Registrant
believes that this will significantly impact its sales for the upcoming fiscal
year. Registrant will receive, place and bill most orders and Land
O'Lakes/Purina Feed LLC will be responsible for their manufacture.
On
December 29, 2010 Registrant was informed by its independent Auditor, Chisholm,
Bierwolf, Nilson & Morrill, LLC that some of its existing partners would no
longer be able to service SEC reporting companies. However, since the inspection
of the Auditor's firm, and subsequent investigation, were due to audit
deficiencies for audits performed in 2006, and prior to Douglas Morrill joining
the Auditor's firm, Douglas Morrill is not subject to the sanctions imposed by
the Public Company Accounting Oversight Board (PCAOB).
The
auditor's registration with the PCAOB had been revoked based on a triannual
inspection performed in 2007. The revocation was due to audit work performed on
former reporting companies and did not relate to the Registrant.
These
deficiencies are those of the Auditor and are totally unrelated to the
Registrant. As such and for the immediate future, Douglas Morrill will continue
to service the SEC reporting company clients of the Auditor, including the
Registrant, for the September 30, 2010 financial statement audits.
While
these issues are totally unrelated to the Registrant, this sanction in addition
to weather related issues contributed to additional delays in the Registrant's
timely filing of its September 30, 2010 financial statement audits.
The
Registrant continues to rely heavily on invested capital. On February 7, 2011
the Registrant submitted an application with the Rhode Island Economic
Development Corporation Job Creation Guarantee Program, for a loan of two
million five hundred thousand (2,500,000.00). The Registrant's application is
currently under review.
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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Organic Sales and Marketing,
Inc. |
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Date:
February 8, 2011
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By:
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/s/ Samuel
Jeffries |
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Samuel
Jeffries |
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President |
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