Entry into a Material Definitive Agreement, Unregistered Sale of Equity S
Item 1.01 - Entry into a Material Definitive Agreement
As previously disclosed in our current report on Form 8-K filed on August 11, 2009 and as more fully described below in Item 1.01 to this current report on Form 8-K, Comanche Livestock Exchange LLC, or CLEL or Comanche, became a now wholly-owned operating subsidiary on July 24, 2009.
Pursuant to the agreement, the Company acquired a 100% ownership of CLEL, a company which operates a live auction of steer and cattle. CLEL owns primarily real estate and equipment and is dedicated to serving the large and small cattle producer. Sales of various livestock, including: breed, packer and replacement cattle, bulls, yearling steers and heifers, bottle-calves, sheep and goats, are conducted weekly via live auction, private treaty and/or online. Comanche also offers a wide array of services including: catching and hauling, portable penning, and problem cattle removal. Comanche has been an ongoing business operation for over 60 years.
The sole owner of CLEL sold 100% of his rights to Registrant. The sole owner does not have a material relationship, other than in respect of the transaction, to the Registrant or any of its affiliates, or any director or officer of the Registrant, or any associate of any such director or officer. The Purchase Price for the acquisition of CLEL was Fifty Thousand Dollars (US$50,000.00) in the form of restricted Registrant common stock issued to sole owner and a promissory note in the amount of Nine Hundred Fifty Thousand Dollars (US$950,000.00) Note. The note shall be paid in the following manner: i) US$450,000 paid in approximately 60 days from the date of the definitive agreement; ii) US$250,000 within 12 months of Closing Date; and iii) Balance of US$250,000 within 24 months of Closing Date. Upon payment of all funds CLEL shall have no debt or liabilities.
Please note that the information provided below relates to the combined company after the acquisition of CLEL, unless otherwise specifically indicated or the context otherwise requires.
We are a renewable energy technology company focused on developing and commercializing energy conversion technology in the emerging field of fossil fuel alternatives.
We have developed, acquired and maintain a portfolio of pending patents and patent applications that form the proprietary base for our research and development efforts in the area of renewable energy research. We believe that our intellectual property represents one of the strongest portfolios in the field. This technology base will provide a competitive advantage and will facilitate the successful development and commercialization of techniques and devices for use in a wide array of alternative energy approaches including bio-fuels, advanced fermentation, and a novel solar thermoelectric power generation technology.
Our belief that our intellectual property pipeline represents one of the strongest portfolios in the field is supported by:
* the pace of filing and the focus of the portfolio,
* the relative immaturity of this field of study, and
* the limited number of truly competitive portfolios of intellectual property.
Alternative energy source creation is a constantly growing field that is relatively new, involving the development of techniques based on advances in biotechnology and material science. We have developed and maintain a comprehensive portfolio with ownership or exclusive licensing of pending patents in the field of chemical processing and related technologies.
There are strong competitors in our field, but currently, there are only a limited number of companies fully operational in this field. Our intellectual property portfolio and development pipeline compares favorably with those of our competition based on market research and industry analysis that we have conducted this past year.
All of our research efforts to date are at the level of basic research or in the prototype stage of development. We are focused on leveraging our key assets, including our intellectual property, our engineering team, our market insight and our capital, to accelerate the advancement of our two basic technologies. In addition, we are pursuing strategic collaborations with members of academia, industry and foundations to further accelerate the pace of our research efforts. We are currently headquartered in Wyoming, Michigan (near Grand Rapids, Michigan).
We will require additional financing which may require the issuance of additional shares which would dilute the ownership held by our shareholders
Currently the Company is relying on the private placement of restricted stock to fund ongoing developmental activities. The announced acquisitions are planned to be funded by the Company's plan to register and sell an additional 20,000,000 Green Energy Live, Inc. common shares with the Securities Exchange Commission. This industry segment, in general, could be impacted by incentives and market influences from the U.S. Government and its push towards a "green economy". The Company plans to pursue its acquisitions and development products independently of any subsidies from any government entity, since such subsidies are subject to the political whims of change outside of the Company's influence. The Company perceives the sustainability of government subsidies to be too risky to rely on for its business planning and funding planning.
We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small development stage company. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.
Since inception, the Company has been engaged in product development and pre-operational activities. If we cannot generate revenue, we may have to alter or delay implementing our plan of operations. We will require additional financing which may require the issuance of additional shares that will dilute the ownership held by our stockholders. We will require significant financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.
There are significant regulatory restrictions in the production of bio-fuels, which is the main focus of our business. There are governmental, safety, and industry standards that must be met in order for our products to be available for sale in the market. Failure to adhere or meet these standards will delay or prevent revenue or sales for our Company. Finding the appropriate personnel who understand these standards is crucial to the survival of the Company.
We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.
Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares. If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our stockholders to sell their securities.
The Company continues to operate with a limited amount of staff, which may hinder the progress of the Company forward with its business plan. The Company anticipates being able to add key personnel in the finance, technology and marketing areas in 2009, that will help move the Company toward accomplishing its stated objectives.
Our future success is dependent, in part, on the performance and continued service of Karen Clark, our Chief Executive Officer. Without her continued service, we may be forced to interrupt or eventually cease our operations. The loss of her services would delay our business operations substantially.
Our business is greatly dependent on our ability to attract key personnel. We will need to attract, develop, motivate and retain highly skilled technical employees. Competition for qualified personnel is intense and we may not be able to hire or retain qualified personnel. Our management has limited experience in recruiting key personnel, which may hurt our ability to recruit qualified . . .
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to this Merger Agreement, on July 24, 2009, we issued 750,000 shares (post forward split of 1 to 15 shares) of our Common Stock to the sole owner of Comanche Livestock Exchange, LLC in exchange for 100% of the interests of Comanche Livestock Exchange, LLC.
Such securities were not registered under the Securities Act of 1933. The
issuance of these shares was exempt from registration, pursuant to Section 4(2)
of the Securities Act of 1933. These securities qualified for exemption under
Section 4(2) of the Securities Act of 1933 since the issuance securities by us
did not involve a public offering. The offering was not a "public offering" as
defined in Section 4(2) due to the insubstantial number of persons involved in
the deal, size of the offering, manner of the offering and number of securities
offered. We did not undertake an offering in which we sold a high number of
securities to a high number of investors. In addition, these shareholders had
the necessary investment intent as required by Section 4(2) since they agreed to
and received share certificates bearing a legend stating that such securities
are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these securities would not be immediately redistributed into the
market and therefore not be part of a "public offering." Based on an analysis of
the above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.