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: December 27, 2007
Turnaround
Partners, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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02-28606
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22-3387630
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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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109
North Post Oak Lane, Houston, Texas
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77024
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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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(713)
621-2737
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Not
Applicable
(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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13c-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry Into Material Definitive Agreement.
Effective
as of December 31, 2007, Corporate Strategies, Inc. (“CSI”),
a
Texas corporation and wholly-owned subsidiary of Turnaround Partners, Inc.,
a
Nevada corporation (the “Registrant”)
entered into a Purchase Agreement (the “Agreement”)
with
Natural Nutrition, Inc., a Nevada corporation (“NN”)
and
CSI Business Finance, Inc., a Texas corporation and wholly-owned subsidiary
of
NN (together with NN, the “Buyer”)
pursuant to which CSI conveyed, transferred and assigned to the Buyer all of
its
title to and rights in CSI’s ten percent (10%) interest in the total issued and
outstanding capital stock of Interactive Nutrition International, Inc., a
company organized under the laws of Canada (“INII”)
in
exchange for the conveyance, transfer and assignment to CSI by the Buyer of
certain Notes held by the Buyer (as such term is defined in the Agreement)
plus
a cash payment equal to One Hundred Ninety-Eight Thousand Eight Hundred
Ninety-Nine Dollars and Ten Cents ($198,899.10). In addition, NN assumed payment
for all of CSI’s office lease, equipment payments and any other payments related
to the office space at 109 N. Post Oak Lane, Suite 422, Houston, Texas 77024
for
the remainder of the lease term and any renewals. Commencing on January 1,
2008
until December 31, 2008, CSI will pay to NN Five Thousand Dollars ($5,000)
per
month for bookkeeping and other office services payable on the first
(1st)
business day of each month, in advance. As a result of this transaction, NN
now
owns one hundred percent (100%) of the total issued and outstanding capital
stock of INII. A copy of the Agreement is attached hereto as Exhibit
10.1.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
as of December 27, 2007, the Board of Directors of the Registrant (the
“Board”)
accepted the resignation of (a) Wm. Chris Mathers from his position as Chief
Financial Officer of the Registrant and (b) Fred Zeidman from his position
as a
member of the Board. Mr. Russell Kidder, the Registrant’s current President,
Chief Executive Officer and member of the Board, shall serve as interim Chief
Financial Officer, effective as of December 27, 2007.
Item
9.01. Financial Statements and Exhibits.
(a)
Not
applicable.
(b)
Not
applicable.
(c)
Not
applicable.
(d)
Exhibit No. Description:
Exhibit
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Description
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Location
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10.1
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Purchase
Agreement, dated effective as of December 31, 2007, by and among
Natural
Nutrition, Inc., CSI Business Finance, Inc. and Corporate Strategies,
Inc.
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Provided
herewith
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January
3, 2008
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TURNAROUND
PARTNERS, INC.
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By:
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/s/
Russell Kidder
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Name:
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Russell
Kidder
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Its:
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President,
Chief Executive Officer and
Interim
Chief Financial Officer
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