Amended Current Report Filing (8-k/a)
June 11 2014 - 3:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT TO
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported) June 3, 2014
KLEANGAS ENERGY TECHNOLOGIES, INC
.
(Exact name of registrant as specified in its chapter)
Delaware
(State or other jurisdiction
of incorporation
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333-176820
(Commission
File Number)
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26-2808844
(IRS Employer
Identification No.)
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3001 N. Rocky Pt. RD. Suite 200
Tampa, Florida
(Address of principal executive offices)
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33771
(Zip Code)
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(727)
364-2744
Registrant's telephone
number, including area code
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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 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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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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This Current Report on Form 8-K is
being amended to include a description of the business operations of Second Cycle Recycling Inc. and the Stock Purchase Agreement
as Exhibit 10.1 and to disclose certain litigation.
SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Stock Purchase Agreement
On June 3, 2014, the Board of
Directors of Kleangas Energy Technologies, Inc. a Delaware corporation (the “Company”), finalized and authorized
the execution of that certain stock purchase agreement dated June 3, 2014 (the "Stock Purchase Agreement") with
Lori Willis ("Willis"), the sole shareholder of record of Second Cycle Recycling Inc., a private Indiana
corporation ("SCR"). In accordance with the terms and provisions of the Stock Purchase Agreement, the Company shall
acquire from Willis 100% of the total issued and outstanding shares of common stock of SCR in consideration of the purchase
price of $300,000 (the "Purchase Price"), which shall include all the assets of SCR. Thus, SCR will become the
wholly-owned subsidiary of the Company.
The Purchase Price shall be paid as follows:
(i) issuance by the Company of 25,000,000 shares of its restricted common stock with a per share price of $0.004 for aggregate
valuation of $100,000; and (ii) $200,000 with (a) $5,000 paid upon closing of the Stock Purchase Agreement, (b) $2,000 per week
until the new facility is generating sufficient revenue pursuant to which the remaining balance will be paid in full or payments
will be accelerated, (c) $500 per week to be applied to start-up expenses until the new facility is generating sufficient revenue
pursuant to which the remaining balance will be paid in full or payments will be accelerated.
In further accordance of the terms
and provisions of the Stock Purchase Agreement, the Company will invest $500,000 worth of equity and equipment over the next
twelve months to expand the operations of SCR. Willis agrees to a non-compete agreement for a minimum of two years. It is
anticipated that the Company will enter into an employment agreement with Willis as soon as SCR achieves profitability.
It is anticipated that the closing of the
Stock Purchase Agreement will occur on or before June 30, 2014 together with the issuance of the 25,000,000 shares and payment
of the $5,000 to Willis.
SCR is a paper pellet manufacturer that makes
paper without a binder. The paper pellets are comprised 100% of paper without the use of gums, plastics or rubber to hold the pellets
together. SCR has successfully infused fertilizer into its paper pellets. The pellets were tested by an independent lab. SCR will
by applying for its land application permit with the State of Indiana and thus believes that this will open up markets into the
horticulture, landscaping and farming industries. SCR has also successfully made kitty litter from its pellets and sells its products
to pet store customers. The current products sold by SCR are animal bedding pellets, kitty litter, home heating pellets and absorbing
pellets.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On April 7, 2014, the Company through its lawyers
filed a complaint against several John Does who had posted defamatory comments on Investor Hub under aliases captioned Kleangas
Energy Technologies Inc., a Delaware corporation, Plaintiff, vs John Does Defendants.
Subsequently, the Company, through its lawyer,
sent a demand letter dated June 6, 2014 (the "Demand Letter") to one of those specific aliases, Perry Ferzoco ("Ferzoco").
The Demand Letter specifically demands that Ferzoco cease and desist from circulating false and disparaging statements about the
company through postings on a message board at Investors Hub. The Company believes its has suffered irreparable harm to its busienss
reputation and business interests as a result of these false and disparaging statements posted by Ferzoco. The Demand Letter further
demanded that Ferzoco pay all reasonable costs incurred by the Company in addressing this situation. The Company did not receive
any response from Ferzoco.
Therefore, on June 10, 2014, the Company filed
an amended complaint with the Circuit Court of the 11th Judicial District in and for Miami-Dade County, captioned Kleangas Energy
Technologies Inc., a Delaware corporation, Plaintiff, vs. Perry Ferzoco, Defendent, Case No. 14-8954-CA-01 (the "Complaint").
The Complaint alleges that Ferzoco has continuously defamed the Company and its executive officers through postings on Investors
Hub, an Internet forum for investors to gather and share market insights. The Company further alleges that such statements constitute
defamation per se and seeks compensatory damages in excess of $15,000 to be proven at trial, attorneys fees and costs incurred,
pre-judgment and post-judgment interest and any and all such other or additional relief as is just and proper.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business
Acquired.
Not applicable.
(b) Pro forma Financial Information
.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
10.1 Stock Purchase Agreement
dated June 3, 2014 between Kleangas Energy Technologies Inc. and Lori Willis.
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 thereunto duly authorized.
Dated: June 11, 2014
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Kleangas Energy Technologies
Inc.
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/s/
Bo
Linton
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By: Bo Linton
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Its: CEO
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