- Current report filing (8-K)
January 26 2009 - 5:20PM
Edgar (US Regulatory)
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 20, 2009
Global
Energy Holdings Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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001-32918
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84-1169517
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3348
Peachtree Road NE
Suite
250, Tower Place 200
Atlanta,
Georgia
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30326
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(404)
814-2500
(Registrant’s
Telephone Number, Including Area Code)
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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 Entry into a Material
Definitive Agreement.
On
January 20, 2009, GES-Port Charlotte, LLC, an indirect wholly-owned subsidiary
of Global Energy Holdings Group, Inc., the registrant, entered into a project
assignment agreement with North American Natural Resources-Southeast, LLC
(“North American”). Under the agreement, we acquired (a) all of North
American’s rights to purchase from Charlotte County, Florida all the landfill
gas generated by or at its Zemel Road Landfill site (the “Port Charlotte
landfill”) and (b) the exclusive right to construct and operate a landfill
gas-to-energy project at the Port Charlotte landfill.
In
consideration of payments we agreed to make as described in the paragraph below,
North American transferred and assigned to us all of its rights related to the
Port Charlotte landfill gas project, which it had previously acquired from
Charlotte County in July 2008 pursuant to an Agreement Between Charlotte County
and North American Natural Resources-Southeast for Landfill Gas Purchase and a
Site Lease Agreement (the “assigned contracts”). We, Charlotte County
and North American subsequently approved the assignment and executed a novation
agreement substituting GES-Port Charlotte for North American as the party to
each of the assigned contracts, and we will file a Form 8-K with the SEC to
report our assumption of those agreements.
Under the
terms of the agreement, the aggregate purchase price for the rights related to
the Port Charlotte landfill gas project is $350,000, subject to certain
conditions as described in more detail below. At the closing, we paid
North American $100,000, which included a credit for our previous non-refundable
deposit of $10,000. In addition, we agreed to pay the remaining
balance of $250,000 to North American in cash upon the occurrence of each event
or milestone that triggers our obligation to make payments as
follows:
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a
$100,000 payment within 10 business days after we procure the air
construction permit and sold waste permit for the
project;
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a
$50,000 payment on our installation of a landfill gas collection system as
provided in the assigned contracts;
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a
$50,000 payment on our execution of a purchase power agreement with a
local electric utility and the agreement with that utility for the
construction of the necessary interconnect;
and
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a
$50,000 payment within 10 business days after the first anniversary of the
Commencement of Operation of the
project.
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The term
“Commencement of Operation” means the day upon which the project has been
generating electricity for sale to a local utility for at least 24 hours per day
for 7 consecutive previous days. If any of the events or milestones
listed in the bullet points above is unachievable or unattainable within a
reasonable period of time due to no fault of us, we are not obligated to make
the payment to North American associated with the event or milestone, and we
will not be obligated to pursue, nor make any payments associated with, any
subsequent events or milestones.
In
connection with the project assignment agreement, we assumed and agreed to
perform all commitments and obligations of North American under the assigned
contracts as of the close of business on January 23, 2009. Subject to
certain conditions, North American and the individual who is its sole member
agreed to indemnify us for up to $350,000 for a period of 5 years after the
Commencement of Operation for any loss we incur as a result of fees and expenses
imposed on North American and any breach of representation, warranty or covenant
made by North American under the project assignment agreement.
The
foregoing description of the project assignment agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated into this Item 1.01 by reference.
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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Global
Energy Holdings Group, Inc.
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Date: January
26, 2009
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By:
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/s/ Romilos
Papadopoulos
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Romilos
Papadopoulos
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Chief
Financial Officer
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