ETEK / Eco-Tek Group, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Eco-Tek Group FORM15A2 20160216

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15/A (2nd Amendment) CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54507 Eco-Tek Group, Inc. (Exact name of registrant a

Eco-Tek Group FORM 15A 20160208

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15/A CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54507 Eco-Tek Group, Inc. (Exact name of registrant as specified in i

Eco-Tek Group FORM 15 12G 20160202

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54507 Eco-Tek Group, Inc. (Exact name of registrant as specifie

-

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54507 CUSIP NUMBER: 27887Y 106 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

-

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54507 CUSIP NUMBER: 27887Y 106 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

ETEK / Eco-Tek Group, Inc. / ASHER ENTERPRISES INC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 ECO-TEK GROUP, INC. (Name of Issuer) Common Stock, $0.001 value per share (Title of Class of Securities) 27887Y106 (CUSIP Number) February 18, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

ETEK / Eco-Tek Group, Inc. / TUNKS STEPHEN WILLIAM Activist Investment

SC 13D 1 tunks13d111113.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ECO-TEK GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 27887Y 106 (CUSIP Number) Stephen William Tunks 15-65 Woodstream Boulevard Woodbridge, Ontario, Canada L4L 7X6 Telephone: (877) 275-2545 (

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.43 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2013, by and between ECO-TEK GROUP, INC., a Nevada corporation, with headquarters located at 15-65 Woodstream Boulevard, Woodbridge, Ontario L4L 7X6 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck,

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.45 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 16, 2013, by and between ECO-TEK GROUP, INC., a Nevada corporation, with headquarters located at 15-65 Woodstream Boulevard, Woodbridge, ON L4L 7X6 (the “Company”), and AUCTUS PRIVATE EQUITY FUND, LLC, a Massachusetts limited liability company, with its address at 101 Arch Street,

-

November 19, 2013 Ms. Jenn Do United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3743 Re: Eco-Tek Group, Inc. Form 8-K Item 4.01 Filed November 12, 2013 File No. 0-54507 Dear Ms. Do: We are providing you the following responses to your comment letter dated November 14, 2013, relating to the above referenced Form 8-K of Eco-Tek Gro

VOTING AGREEMENT

EXHIBIT 10.42 VOTING AGREEMENT This Voting Agreement, dated as of September , 2013, (this "Agreement"), is entered into by and among Stephen W. Tunks, an individual (“Tunks”), and Luciana D’Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev (collectively the “Shareholders” and individually each a “Shareholder”), each a “Party” and collectively the “Parties”. RECITALS: A. Tunks is the Ch

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 18, 2013

Exhibit 16.1 November 18, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 U.S.A. Dear Sirs/Madams: Re: Eco-Tek Group Inc. We are the former independent auditors for Eco-Tek Group Inc. (the “Company”). We have read the Company’s disclosure in the section “Changes in Registrant’s Certifying Accountant” as included in Section 4.01 of the Company’s 8-K/A dated November 1,

ECO-TEK GROUP, INC. 6% CONVERTIBLE REDEEMABLE NOTE DUE SEPTEMBER 30, 2014

EXHIBIT 10.48 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.44 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

ECO-TEK GROUP, INC. 6% CONVERTIBLE REDEEMABLE NOTE DUE SEPTEMBER 30, 2014

EXHIBIT 10.47 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.46 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 1, 2013 ECO-TEK GROUP, INC.

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54507 CUSIP NUMBER: 27887Y 106 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Trans

November 11, 2

Exhibit 16.1 November 11, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 U.S.A. Dear Sirs/Madams: Re: Eco-Tek Group Inc. We are the former independent auditors for Eco-Tek Group Inc. (the “Company”). We have read the Company’s disclosure in the section “Changes in Registrant’s Certifying Accountant” as included in Section 4.01 of the Company’s 8-K dated November 1, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

10-Q 1 ecotek10q063013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num

Current Report

8-K 1 eco-tek8k052913.htm ECO-TEK GROUP, INC. FORM 8-K FOR MAY 29, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 29, 2013 ECO-TEK GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54507 68-06790

Very truly yours, /s/ Barry Wohl Barry Wohl

EX-17.2 4 ex17-2.htm Exhibit 17.2 Eco-Tek Group, Inc. 15-65 Woodstream Blvd. Woodbridge, Ontario, Canada L4L 7X6 To the Board of Directors of Eco-Tek Group, Inc.: I, Barry Wohl, hereby resign as a Director of Eco-Tek Group, Inc. (the “Company”), effective as of 8:00 A.M., C.S.T., May 29, 2013. As a result of my resignation, I no longer hold any officer or Director position whatsoever with the Comp

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement dated as of the 23 of May, 2013, is made Between Loquro Corporation 31 Nelson Street West, Carleton Place, Ontario, K7C 3X5 (Hereinafter "Consultant") And Eco-Tek Group Inc. 15-65 Woodstream Blvd., Woodbridge, Ontario, L4L 7X6 (Hereinafter "Eco-Tek"). WHEREAS, Eco-Tek desires to retain the benefit of Consultant's knowledge, skills and exp

Very truly yours, /s/ Ronald Kopman Ronald Kopman

EX-17.1 3 ex17-1.htm Exhibit 17.1 Eco-Tek Group, Inc. 15-65 Woodstream Blvd. Woodbridge, Ontario, Canada L4L 7X6 To the Board of Directors of Eco-Tek Group, Inc.: I, Ronald Kopman, hereby resign as Chief Executive Officer, Chief Financial Officer and Director of Eco-Tek Group, Inc. (the “Company”), effective as of 8:00 A.M., C.S.T., May 29, 2013. As a result of my resignation, I no longer hold any

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54507 ECO-TEK GROUP, INC. (Exact name of regis

PROMISSORY NOTE

EXHIBIT 10.40 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE ?SECURITIES?) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT? OR THE ?SECURITIES ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

FIRST AMENDMENT TO TECHNOLOGY CO-OPERATION AGREEMENT November 12, 2012 BETWEEN: ECO-TEK GROUP INC., (formerly known as Cliktech Corporation), having an address at 65 Woodstream Blvd., #15, Woodbridge, Ontario, L4L 7X6 (hereinafter referred to as “ECO

EXHIBIT 10.38 FIRST AMENDMENT TO TECHNOLOGY CO-OPERATION AGREEMENT November 12, 2012 BETWEEN: ECO-TEK GROUP INC., (formerly known as Cliktech Corporation), having an address at 65 Woodstream Blvd., #15, Woodbridge, Ontario, L4L 7X6 (hereinafter referred to as ?ECO-TEK?) OF THE FIRST PART -and- Dr. Sabatino Nacson, Senior research Chemist, having an address at 93 Crown Heights Crescent, Toronto, On

PROMISSORY NOTE

EXHIBIT 10.41 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE ?SECURITIES?) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT? OR THE ?SECURITIES ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

DEBT CONVERSION AGREEMENT

EXHIBIT 10.39 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (this ?Agreement?) dated January 29, 2013, is by and between, Eco-Tek Group, Inc., a Nevada corporation (the "Company") and Ira Morris an individual (the ?Creditor?), each a ?Party? and collectively the ?Parties.? W I T N E S S E T H: WHEREAS, the Company owes an aggregate of $10,000 (the ?Amount Owed?) to the Creditor which ev

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES Eco-Tek Group Inc. ? an Ontario corporation (100% owned by the Registrant)(?Eco-Tek Ontario?)

- ECO-TEK GROUP, INC. FORM 12B-25 FOR PERIOD ENDED DECEMBER 31, 2012

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54507 CUSIP NUMBER: 27887Y 106 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

ETEK / Eco-Tek Group, Inc. / Morris Ira Activist Investment

SC 13D/A 1 ecotek-morris13da2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No. 2 Final Amendment Under the Securities Exchange Act of 1934 ECO-TEK GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 27887Y 106 (CUSIP Number) Ira Morris 20 Rockport Crescent Richmond Hill, Ontario L4C 2L6 Telephone

ETEK / Eco-Tek Group, Inc. / Barberio Giorgio - ECO-TEK GROUP, INC. SCHEDULE 13G FILED BY GIORGIO BARBERI Passive Investment

SC 13G 1 ecotek13g-giorgiobarberi.htm ECO-TEK GROUP, INC. SCHEDULE 13G FILED BY GIORGIO BARBERI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ECO-TEK GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 27887Y 106 (CUSIP Number) January 22, 2013 (Date of Event Which Requires Filing of this Statemen

ETEK / Eco-Tek Group, Inc. / MORRIS ZACHARY SAMUEL - ECO-TEK GROUP, INC. SCHEDULE 13G FILED BY ZACHARY MORRIS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ECO-TEK GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 27887Y 106 (CUSIP Number) January 22, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o R

December 31, 2012

Exhibit 16.1 December 31, 2012 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Item 4.01 included in the Form 8-K dated on or around December 31, 2012 of Eco-Tek Group, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements related to our firm. Sincerely, /s/ MaloneBailey, LLP Ma

- ECO-TEK GROUP, INC. FORM 8-K FOR DECEMBER 28, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 28, 2012 ECO-TEK GROUP, INC.

Ross miller secretary of state 204 north carson street, suite 1

EX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION (NOVEMBER 16, 2012)-CHANGING NAME TO "ECO-TEK GROUP, INC." Exhibit 3.1 Ross miller secretary of state 204 north carson street, suite 1 carson city, nevada 89701-4520 (775)684-5708 website: www.nvsos.gov certificate of amendment (pursuant to nrs 78.385 and 78.390) filed in the office of ross miller secretary of state state of

- ECO-TEK GROUP. INC. (FORMERLY SANDALWOOD VENTURES, LTD.) FORM 8-K FOR NOVEMBER 16, 2012

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 November 16, 2012 Date of Report (Date of earliest event reported) Eco-Tek Group, Inc. (Exact name of registrant as specified in its charter) Sandalwood Ventures, Ltd. (Former name of registrant) Nevada 000-54507 68-0679096 (State o

FIRST AMENDMENT TO TECHNOLOGY CO-OPERATION AGREEMENT November 12, 2012

Exhibit 10.36 FIRST AMENDMENT TO TECHNOLOGY CO-OPERATION AGREEMENT November 12, 2012 BETWEEN: ECO-TEK GROUP INC., (formerly known as Cliktech Corporation), having an address at 65 Woodstream Blvd., #15, Woodbridge, Ontario, L4L 7X6 (hereinafter referred to as “ECO-TEK”) OF THE FIRST PART -and- Dr. Sabatino Nacson, Senior research Chemist, having an address at 93 Crown Heights Crescent, Toronto, On

PROMISSORY NOTE

EX-10.35 3 ex10-35.htm PROMISSORY NOTE WITH LITTLE BAY CONSULTING SA (SEPTEMBER 2012)($25,000) Exhibit 10.35 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) S

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

EX-10.37 5 ex10-37.htm AMENDMENT TO CONVERTIBLE PROMISSORY NOTE Exhibit 10.37 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Agreement”) dated October , 2012, to be effective as of February 3, 2011 (the “Effective Date”), is by and among Sandalwood Ventures, Ltd. (the “Company”) and Translink Communications (“Note Holder”), each a “Party” and collecti

PROMISSORY NOTE

EX-10.34 2 ex10-34.htm PROMISSORY NOTE WITH FAYT INVESTMENTS LTD. (AUGUST 2012)($50,000) Exhibit 10.34 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

-

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54507 CUSIP NUMBER: 79977R 202 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Rep

- SANDALWOOD VENTURES, LTD. SCHEDULE 14C INFORMATION STATEMENT

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: / / Preliminary Information Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) /X / Definitive Information Statement SANDALWOOD VENTURES, LTD.

- SANDALWOOD VENTURES, LTD. SCHEDULE 14C INFORMATION

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: /X/ Preliminary Information Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) / / Definitive Information Statement SANDALWOOD VENTURES, LTD.

NON-DISCLOSURE AGREEMENT

Exhibit 10.34 NON-DISCLOSURE AGREEMENT This Non-Disclosure agreement, (hereinafter "Agreement") having an effective date of September 18,2012, is made and entered into among the Parties listed in Schedule A each individually referred to as "Party" and collectively called "Parties." WHEREAS each Party is considering disclosing certain technical, marketing, and business information, including ideas,

-

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122 September 21, 2012 Mr.

TECHNOLOGY CO-OPERATION AGREEMENT

Exhibit 10.33 TECHNOLOGY CO-OPERATION AGREEMENT This technology co-operation agreement, made this 14th day of Sept. 2012 and supersedes all previous agreements, BETWEEN: ECO-TEK GROUP INC., (formerly known as CLIKTECH CORPORATION), having an address at 65 Woodstream Blvd., #15, Woodbridge, Ontario, L4L 7X6 (Hereinafter referred to as “ECO-TEK”) OF THE FIRST PART -And- DR. SABATINO NACSON, senior r

ECO-TEK GROUP INC. (Formerly Clik Tech Corp.) FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010

Exhibit 99.1 ECO-TEK GROUP INC. (Formerly Clik Tech Corp.) FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 DECEMBER 31, 2011 AND 2010 CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 FINANCIAL STATEMENTS Balance Sheets as of December 31, 2011 and 2010 F-3 Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2011 and 2010 F-4 Statements of Stockh

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 June 25, 2012 Date of Report (Date of earliest event reported) Sandalwood Ventures, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-54507 68-0679096 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

Amended And Restated Stock Purchase Agreement

Exhibit 10.25 Amended And Restated Stock Purchase Agreement THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on June 27, 2012, and effective as of the 25th day of June 2012, by and among Luciana D'Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev, individuals (each a “Seller”, and collectively, the “Sellers”), and Ira Morris, an individual (the “Pur

EX-10.31

Exhibit 10.31

Technology co-operation Agreement

Exhibit 10.32 Technology co-operation Agreement This Technology co-operation Agreement made this 23 of August and supercedes all previous agreements. Of the First Part Between ECO-TEK GROUP INC.,(formerly Cliktech) having an address at 65 Woodstream Bkvd., #15, Woodbridge, Ontario, hereinafter referred to as “ECO-TEK” And Dr. Sabatino Nacson, A Senior research Chemist, having an address at 93 Crow

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 June 25, 2012 Date of Report (Date of earliest event reported) Sandalwood Ventures, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-54507 68-0679096 (State or Other Jurisdiction of Incorporat

-

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122 August 27, 2012 Mr.

-

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122 August 17, 2012 Mr.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ]X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

-

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54507 CUSIP NUMBER: 79977R 202 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

-

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122 August 9, 2012 Mr.

ETEK / Eco-Tek Group, Inc. / Vogiatzis Dimitros Jim Activist Investment

SC 13D/A 1 sandalwood13davogiatzis.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 202 (CUSIP Number) Jim Vogiatzis 745 New Westminster Dr., Suite 801, Thornhill, Ontario, Canada

ETEK / Eco-Tek Group, Inc. / Morris Ira Activist Investment

SC 13D/A 1 sandalwood13damorris.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 202 (CUSIP Number) Ira Morris 227 Sassafras Circle, Thornhill, Ontario L4ZJ 8M6 Telephone: 905-709-

ETEK / Eco-Tek Group, Inc. / Kartsev Sergey Activist Investment

SC 13D/A 1 sandalwood13dakartsev.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 202 (CUSIP Number) Sergey Kartsev 97 Benjamin Hood Crescent, Thornhill, Ontario, Canada L4K 5M6 Te

ETEK / Eco-Tek Group, Inc. / DAlessandris Luciana Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No.

ETEK / Eco-Tek Group, Inc. / Zitser Michael Activist Investment

SC 13D/A 1 sandalwood13dazitser.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 202 (CUSIP Number) Michael Zitser 37 Birch Ave., Richmond Hill, Ontario, Canada L4C 6C4 Telephone:

THIS AGREEMENT made as of _______________________________

Exhibit 10.28 THIS AGREEMENT made as of BETWEEN: ECO-TEK GROUP INC, a PRIVATE COMPANY registered in ONTARIO, CANADA under the laws of the province of ONTARIO (herein after called “THE COMPANY”) OF THE FIRST PART: And (Hereinafter referred to as “THE DISTRIBUTOR”) OF THE SECOND PART: WHEREAS the Distributor wishes to have exclusive distribution rights to market CLIK TECH CORP. in , hereinafter refe

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 June 25, 2012 Date of Report (Date of earliest event reported) Sandalwood Ventures, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-54507 68-0679096 (State or Other Jurisdiction of Incorporation) (Commission F

ECO-TEK GROUP INC. (Formerly Clik Tech Corp.) FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010

EX-99.1 8 ex99-1.htm Exhibit 99.1 ECO-TEK GROUP INC. (Formerly Clik Tech Corp.) FINANCIAL STATEMENTS DECEMBER 31, 2011 AND 2010 DECEMBER 31, 2011 AND 2010 CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 FINANCIAL STATEMENTS Balance Sheets as of December 31, 2011 and 2010 F-3 Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2011 and 2010 F-4

SHARE EXCHANGE AGREEMENT

EX-10.27 4 ex10-27.htm Exhibit 10.27 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 25th day of June 2012, by and among Sandalwood Venutures, Ltd., a Nevada corporation , having an address at Riverside House, Riverside Drive, Aberdeen, United Kingdom AB11 7LH (the “Company”) and Eco-Tek Group Inc., an Ontario, corporation, having an address at

Historical Sandalwood Eco-Tek Pro forma Consolidated Ventures Ltd Group Inc. Adjustments Pro forma March 31, 2012 Assets Current assets Cash $ 2,826 $ 5,834 $ - $ 8,660 Account receivable - 55,863 - 55,863 Inventory - 25,908 - 25,908 Income tax recov

Exhibit 99.3 Sandalwood Ventures, Ltd. and Eco-Tek Group Inc. Unaudited Pro Forma Balance Sheet March 31, 2012 The following unaudited pro forma balance sheet gives effect to the Share Exchange Agreement entered into between Sandalwood Ventures, Ltd., a Nevada corporation (“Sandalwood” or the “Company”) and Eco-Tek Group Inc., an Ontario corporation organized pursuant to the laws of the province o

ECO-TEK GROUP INC. (Formerly Clik Tech Corp.) FINANCIAL STATEMENTS Three Months Ended March 31, 2012 and 2011 (Unaudited)

EX-99.2 9 ex99-2.htm Exhibit 99.2 ECO-TEK GROUP INC. (Formerly Clik Tech Corp.) FINANCIAL STATEMENTS Three Months Ended March 31, 2012 and 2011 (Unaudited) Three Months Ended March 31, 2012 AND 2011 CONTENTS Page Balance Sheets as of March 31, 2012 and December 31, 2011 F-2 Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2012 and 2011 F-3 Statements of Cash Flo

CANCELLATION OF SHARES AGREEMENT

Exhibit 10.26 CANCELLATION OF SHARES AGREEMENT THIS CANCELLATION OF SHARES AGREEMENT (this “Agreement”) is made as of the 25th day of June 2012, by and between Ira Morris, an individual (the “Shareholder”) and Sandalwood Ventures, Ltd., a Nevada corporation (the “Company”), each a “Party” and collectively the “Parties.” PRELIMINARY STATEMENTS 1. The Shareholder holds 1,120,000,000 shares of the Co

Triple R America Co. Ltd.

Exhibit 10.30 Triple R America Co. Ltd. March 16th. 2011 2700 Dufferin St. Unit 86 Toronto ON M6B 4J3 Re: Eco-Tek Group Inc distribution exclusivity This letter is to confirm that Triple R America Co. Ltd gives Eco-Tek Group Inc the exclusive distributor rights for the transport and automotive industry in North America for Eco-Tek branded Bypass Oil Cleaner housings and the filter elements for the

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.29 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

Amended And Restated Stock Purchase Agreement

Exhibit 10.25 Amended And Restated Stock Purchase Agreement THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on June 27, 2012, and effective as of the 25th day of June 2012, by and among Luciana D'Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev, individuals (each a “Seller”, and collectively, the “Sellers”), and Ira Morris, an individual (the “Pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54507 SANDALWOOD VENTURES, LTD. (N

ETEK / Eco-Tek Group, Inc. / Vogiatzis Dimitros Jim Activist Investment

SC 13D 1 sandalwood13dvogiatzis.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 202 (CUSIP Number) Jim Vogiatzis 745 New Westminster Dr., Suite 801, Thornhill, Ontario, Canada L4J 8J9 Telephone: 41

CONVERTIBLE PROMISSORY NOTE

EX-10.2 2 ex10-2.htm Exhibit 10.2 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMP

AMENDMENT TO CONVERTIBLE PROMISSORY NOTES

Exhibit 10.6 AMENDMENT TO CONVERTIBLE PROMISSORY NOTES This Amendment to Convertible Promissory Notes (this “Agreement”) dated May 4, 2012, to be effective as of June 2, 2011 (the “Effective Date”), is by and among Sandalwood Ventures, Ltd. (the “Company”) and Cornerstone Global Investments (“Note Holder”), each a “Party” and collectively the “Parties.” W I T N E S S E T H: WHEREAS, the Company pr

CONVERTIBLE PROMISSORY NOTE

EX-10.3 3 ex10-3.htm Exhibit 10.3 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMP

AMENDMENT TO CONVERTIBLE PROMISSORY NOTES

Exhibit 10.7 AMENDMENT TO CONVERTIBLE PROMISSORY NOTES This Amendment to Convertible Promissory Notes (this “Agreement”) dated May 4, 2012, to be effective as of February 2, 2012 (the “Effective Date”), is by and among Sandalwood Ventures, Ltd. (the “Company”) and Little Bay Consulting SA (“Note Holder”), each a “Party” and collectively the “Parties.” W I T N E S S E T H: WHEREAS, the Company prev

ETEK / Eco-Tek Group, Inc. / Morris Ira Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTES

Exhibit 10.8 AMENDMENT TO CONVERTIBLE PROMISSORY NOTES This Amendment to Convertible Promissory Notes (this “Agreement”) dated May 4, 2012, to be effective as of December 21, 2011 (the “Effective Date”), is by and among Sandalwood Ventures, Ltd. (the “Company”) and MIH Holdings, Ltd. (“Note Holder”), each a “Party” and collectively the “Parties.” W I T N E S S E T H: WHEREAS, the Company previousl

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.4 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

ETEK / Eco-Tek Group, Inc. / Slater Edwin Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Amendment No.

ETEK / Eco-Tek Group, Inc. / Kartsev Sergey Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC.

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 3, 2012 SANDALWOOD VENTURES, LTD.

ETEK / Eco-Tek Group, Inc. / Zitser Michael Activist Investment

SC 13D 1 sandalwood13dzitser.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 202 (CUSIP Number) Michael Zitser 37 Birch Ave., Richmond Hill, Ontario, Canada L4C 6C4 Telephone: 416-219-8385 (Name, A

ETEK / Eco-Tek Group, Inc. / DAlessandris Luciana Activist Investment

SC 13D 1 sandalwood13dluciana.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 202 (CUSIP Number) Luciana D’Alessandris 241 Castlehill Rd., Maple, Ontario, Canada L6A 1V8 Telephone: 647-403-5206 (Na

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

EX-10.5 5 ex10-5.htm Exhibit 10.5 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMP

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT FILED PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER SANDALWOOD VENTURES, LTD. (Exact name of registrant as specified in its charter) Nevada 000-54507 68-0679096 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Emplo

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 9, 2012 SANDALWOOD VENTURES, LTD.

CERTIFICATE OF DESIGNATIONS SANDALWOOD VENTURES, LTD. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES A PREFERRED STOCK

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SANDALWOOD VENTURES, LTD. ESTABLISHING THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ITS SERIES A PREFERRED STOCK Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”), Sandalwood Ventures, Ltd., a corporation organized and existing under the NRS (the “Company”), DOES HEREBY CERTIFY that pursuant to the authority confe

Stock Purchase Agreement

Exhibit 10.1 Stock Purchase Agreement THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the th day of April 2012, by and among Edwin Slater, an individual (the “Seller”), and Luciana D'Alessandris, Jim Vogiatzis, Michael Zitser and Sergey Kartsev, each an individual (each a “Purchaser” and collectively, the “Purchasers”), each sometimes referred to herein as a “Party” and co

GBH CPAs, PC

Exhibit 16.1 GBH CPAs, PC 6002 Rogerdale Road, Suite 500 Houston, Texas 77072 Tel: 713-482-0000 Fax: 713-482-0099 March 5, 2012 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Dear Sir or Madam: We have read Item 4.01 of Sandalwood Ventures, Ltd.’s Form 8-K to be filed with the Commission on or about March 5, 2012, and we agree with the

- SANDALWOOD VENTURES, LTD. FORM 8-K FOR MARCH 1, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 1, 2012 SANDALWOOD VENTURES, LTD.

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.16 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

CONVERTIBLE PROMISSORY NOTE

EX-10.14 2 ex10-14.htm Exhibit 10.14 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE C

CONVERTIBLE PROMISSORY NOTE

EX-10.15 3 ex10-15.htm Exhibit 10.15 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54507 SANDALWOOD VENTURES, LTD.

-

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: January 26, 2012 Date of Earliest Event Reported: January 23, 2012 SANDALWOOD VENTURES, LTD. (Exact name of registrant as specified in its charter) Nevada 000-54507 68-0679096 (State or other jurisdiction of incorpora

EX-3.1

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54507 SANDALWOOD VENTURES, LTD

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.13 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.12 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.11 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54507 SANDALWOOD VENTURES, LTD. (Name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 79977R 103

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SANDALWOOD VENTURES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sandalwood Ventures, Ltd. (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sandalwood Ventures, Ltd. (Exact name of registrant as specified in its charter) Nevada 68-0679096 (State of incorporation or organization) (I.R.S. Employer Identification No.) 15 Park Lossiemouth,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-162557 SANDALWOOD VENTURES, LTD. (

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

NT 10-Q 1 sandalwoodnt10q033111.htm U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report

As filed with the Securities and Exchange Commission on March 25, 2011 Registration No. 333-162557 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SEC

As filed with the Securities and Exchange Commission on March 25, 2011 Registration No.

CONVERTIBLE PROMISSORY NOTE

EX-10.6 4 ex10-6.htm Exhibit 10.6 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMP

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.4 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.10 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.9 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-162557 SANDALWOOD VENTURES, LTD

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.7 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.8 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.5 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-162557 SANDALWOOD VENTURES, LT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-162557 SANDALWOOD VENTURES, LTD. (Name of regi

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-162557 SANDALWOOD VENTURES, LTD. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-162557 SANDALWOOD VENTURES, LTD

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.3 THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162557 CUSIP NUMBER: 79977R103 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

Sandalwood Ventures, Ltd. 15 Park Lossiemouth, Morayshire 1V30 5SE

Sandalwood Ventures, Ltd. 15 Park Lossiemouth, Morayshire 1V30 5SE Scotland January 21, 2010 Ms. Tracey L. McNeil, Attorney-Advisor Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Telephone Number: (202) 551-3392 Fax Number: (703) 813-6982 Re: Sandalwood Ventures, Ltd. Registration Statement on Form S-l/A File Number 333-16

As filed with the Securities and Exchange Commission on January 12, 2010 Registration No. 333-162557 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/ A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

As filed with the Securities and Exchange Commission on January 12, 2010 Registration No.

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122 January 11, 2010 Ms.

As filed with the Securities and Exchange Commission on November 30, 2009 Registration No. 333-162557 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/ A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

As filed with the Securities and Exchange Commission on November 30, 2009 Registration No.

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122 November 30, 2009 Ms.

AMENDED AND RESTATED BYLAWS SANDALWOOD VENTURES, LTD. a Nevada corporation ARTICLE 1.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SANDALWOOD VENTURES, LTD. a Nevada corporation ARTICLE 1. DEFINITIONS 1.1 Definitions. Unless the context clearly requires otherwise, in these Bylaws: (a) "Board" means the board of directors of the Company. (b) "Bylaws" means these amended and restated bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stoc

ARTICLES OF INCORPORATION SANDALWOOD VENTURES, LTD. ARTICLE I.

Exhibit 3.1 ARTICLES OF INCORPORATION OF SANDALWOOD VENTURES, LTD. ARTICLE I. The name of the corporation (hereinafter called the “Corporation”) is: Sandalwood Ventures, Ltd. ARTICLE II. The resident agent and registered office of the Corporation within the State of Nevada is Incorp Services, Inc., 3155 East Patrick Lane – Suite 1, Las Vegas, Nevada, 89120-3481. ARTICLE III. The nature of the busi

EX-10.1

Exhibit 10.1

As filed with the Securities and Exchange Commission on October 16, 2009 Registration No. ____________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SANDALWOOD